Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE under the “DVN” ticker symbol. On February 14, 2024, there were 11,446 holders of record of our common stock. We began paying regular quarterly cash dividends in the second quarter of 1993. Devon currently has a strategy to return approximately 70% of our free cash flow to shareholders through a fixed dividend, variable dividend and share repurchases. Under this strategy, Devon plans to pay, on a quarterly basis, a fixed dividend. Additionally, Devon could potentially return cash to shareholders through a variable dividend amount and share repurchases. The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board of Directors and will depend on Devon’s financial results, cash requirements, future prospects and other factors deemed relevant by the Devon Board. In determining the amount of the quarterly fixed dividend, the Board expects to consider a number of factors, including Devon’s financial condition, the commodity price environment and a general target of paying out up to 15% of operating cash flow through the fixed dividend. Each quarter's free cash flow, which is a non-GAAP measure, is computed as operating cash flow (a GAAP measure) before balance sheet changes less capital expenditures. A number of factors will be considered when determining if a variable dividend payment and share repurchases will be made. Devon expects that the most critical factors will consist of Devon’s financial condition, including its cash balances and leverage metrics, as well as the commodity price outlook. Additional information on our dividends can be found in Note 17 in “Item 8. Financial Statements and Supplementary Data” of this report.

Performance Graph

The following graph compares the cumulative TSR over a five-year period on Devon’s common stock with the cumulative total returns of the S&P 500 Index and the SPDR Oil and Gas Exploration & Production ETF (“XOP U.S. Equity”). The graph was prepared assuming $100 was invested on December 31, 2018 in Devon’s common stock, the S&P 500 Index and the XOP U.S. Equity Index and dividends have been reinvested subsequent to the initial investment.

Index to Financial Statements

The graph and related information should not be deemed “soliciting material” or to be “filed” with the SEC, nor should such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such information by reference into such a filing. The graph and information are included for historical comparative purposes only and should not be considered indicative of future stock performance.

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our common stock that were made by us during the fourth quarter of 2023 (shares in thousands).

(1)

In addition to shares purchased under the share repurchase program described below, these amounts also include approximately 3,000 shares received by us from employees for the payment of personal income tax withholding on vesting transactions.

(2)

On November 2, 2021, we announced a $1.0 billion share repurchase program that would expire on December 31, 2022. In 2022, we announced the expansions of this program ultimately to $2.0 billion and extended the expiration date to May 4, 2023. In 2023, we announced a further expansion to $3.0 billion and extended the expiration date to December 31, 2024. In the fourth quarter of 2023, we repurchased 5.5 million common shares for $247 million, or $45.17 per share, under this share repurchase program. For additional information, see Note 17 in “Item 8. Financial Statements and Supplementary Data” of this report.