Devon Energy (DVN) 10-K risk factor changes: FY2024 vs FY2023

the domestic and worldwide supply of and demand for oil, gas and [removed: NGLs, including the impact of releases from the U.S. Strategic Petroleum Reserve;][added: NGLs;]

geopolitical risks, including the conflict between Russia and Ukraine, the [removed: Israel-Hamas conflict] [added: Israel-Gaza] and [added: Hezbollah conflicts and] hostilities in Yemen and the Red Sea, as well as other hostilities or political and civil unrest in the Middle East, Africa, Europe and South America;

adverse weather conditions, natural [removed: disasters, public health crises] [added: disasters] and other catastrophic events, such as tornadoes, earthquakes, hurricanes and [removed: epidemics] [added: acts] of [removed: infectious diseases;][added: terrorism;]

the overall economic environment, including inflationary pressures and [removed: rising] [added: fluctuations in] interest rates;

changes in trade relations and policies, such as [removed: restrictions on oil, gas and NGL exports] [added: (i) the imposition of tariffs] by the [removed: U.S.] [added: U.S., China] or [added: other countries, (ii) environmental performance standards or similar fossil fuel import restrictions in certain international markets, (iii)] economic sanctions, including embargoes, on Russia or other producing [removed: countries, as well as the imposition of tariffs] [added: countries or (iv) restrictions on oil, gas and NGL exports] by the [removed: U.S. or China;] [added: U.S.;] and

While both exploratory and developmental drilling activities involve these risks, exploratory drilling involves greater risks of dry holes or [added: failure to find commercial quantities of hydrocarbons.]

shortages or delays in the availability of services or delivery of [added: material or] equipment.

In addition, our hedging arrangements may expose us to the risk of financial loss in certain circumstances, [removed: including instances in which the contract counterparties fail to perform under the contracts.]

We have limited influence and control over the operation or future development of such properties and investments, including compliance with [removed: environmental, health and safety] [added: EHS] regulations or the amount and timing of required future [added: capital expenditures.]

We also compete for the equipment, [added: materials,] services and personnel required to explore, develop and operate properties, such as drilling [removed: rigs] [added: rigs, well materials] and oilfield services.

The rising costs and scarcity caused by this competitive pressure will generally increase during periods of higher commodity prices and can be further exacerbated by higher inflation rates and supply chain disruptions in the broader [removed: economy.][added: economy, including as a result of tariffs or changes in trade policy.]

For example, we experienced higher operating costs throughout 2023 due to steep cost [removed: inflation, and these inflationary pressures could continue in 2024.][added: inflation.]

Our operations are subject to extensive federal, state, tribal and local laws and regulations, including with respect to environmental matters, worker health and safety, [added: land and] wildlife conservation, the gathering and transportation of oil, gas and NGLs, [added: resource management and] conservation policies, reporting obligations, royalty payments, unclaimed property and the imposition of taxes.

If permits are [added: delayed or] not issued, or if unfavorable restrictions or conditions are imposed on our drilling or completion activities, we may not be able to conduct our operations as planned.

[removed: In that event, due to] operation of law, we may be required to assume such obligations, which could be material.

For example, [removed: President Biden and certain members of his administration and Congress] [added: various policy makers] have expressed support for, and have taken steps to implement, efforts to transition the economy away from fossil fuels and to promote stricter environmental regulations, and such proposals could impose new and more onerous burdens on our industry and business.

These and other regulatory and public policy developments could, among other things, restrict production levels, delay necessary permitting, impose [added: price controls, change environmental protection requirements, impose restrictions on pipelines or other necessary infrastructure, raise taxes, royalties and other amounts payable to governments or governmental agencies and otherwise increase our operating costs.]

*Federal Lands* – [removed: President Biden and certain members of his administration] [added: Federal policy makers] have [added: from time to time] expressed support for, and have taken steps to implement, additional regulation of oil and gas [removed: leasing and] [added: leasing,] permitting [added: and development] on federal lands.

[removed: In July 2023,] [added: For example,] the Department of [added: the] Interior [removed: released] [added: adopted] a [removed: proposed] [added: final] rule [added: in April 2024] revising various terms for future federal leases and wells, including [added: by enhancing] bonding [removed: requirements,] [added: requirements and increasing] royalty rates, rental rates and minimum [removed: bids, of the onshore federal oil and gas leasing program, integrating recommendations from the November 2021 report.][added: bids.]

While it is not possible at this time to predict the ultimate impact of these actions or any other future regulatory changes, [added: including] any [added: potential actions by the Trump Administration, any] additional restrictions or burdens on our ability to operate on federal lands could adversely impact our business in the Delaware and Powder River Basins, as well as other areas where we operate under federal leases.

[removed: *Seismic Activity*] [added: *Water Disposal*] – Earthquakes in southeastern New Mexico, western [removed: Texas, northern and central Oklahoma] [added: Texas] and elsewhere have prompted concerns about seismic activity and possible relationships with the oil and gas industry, particularly the disposal of wastewater in salt-water disposal wells.

For example, New Mexico implemented protocols [removed: in November 2021] requiring operators to take various actions with respect to salt-water disposal wells within a specified proximity of certain seismic activity, including a requirement to limit injection rates if the seismic event is of a certain magnitude.

Separately, the Railroad Commission of Texas has shown increasing regulatory focus on seismicity and the oil and gas industry in recent years, [removed: and has imposed limits on certain salt-water] [added: including by suspending all] disposal well [removed: activities in portions of] [added: permits that inject into deep strata within] the [removed: Delaware and Midland Basins.][added: Northern Culberson-Reeves area due to increasing seismicity concerns.]

These or similar actions directed at our operating areas could limit the takeaway capacity for produced water in the impacted area, which could increase our operating [removed: expense,] [added: expenses,] require us to curtail our development plans or otherwise adversely impact our operations.

[removed: *Changes to Tax Laws*] [added: *Tax Matters*] – We are subject to U.S. federal income tax as well as [removed: income or] [added: income,] capital [added: and other] taxes in various [added: U.S.] state and foreign jurisdictions, and our operating cash flow is sensitive to the amount of [removed: income] taxes we must pay.

In the jurisdictions in which we [added: or any of our subsidiaries] operate or previously operated, income taxes are assessed on our earnings after consideration of all allowable deductions and credits.

Policy makers and regulators at both the U.S. federal and state levels have [removed: already] [added: from time to time] imposed, or stated intentions to impose, laws and regulations designed to quantify and limit the emission of GHG.

[removed: Moreover, in August 2022,] [added: Relatedly,] the IRA [removed: was passed into law, imposing] [added: imposed] a new charge or fee with respect to excess methane emissions from certain petroleum and natural gas facilities starting in 2024 and annually increasing through [removed: 2026.][added: 2026, and we cannot predict whether or how the Trump Administration may seek to revise or repeal these rules or the timing of any such actions.]

In addition to these federal efforts, [removed: several] [added: the] states where we [removed: operate, including New Mexico, Texas and Wyoming,] [added: operate] have already imposed, or stated intentions to impose, laws or regulations designed to reduce methane emissions from oil and gas exploration and production activities, including by mandating new leak detection and retrofitting requirements.

For example, the EPA [removed: proposed] [added: adopted] amendments in [removed: June 2022] [added: May 2024] to its [removed: Green House Gas] [added: GHG] Reporting Program, [removed: which would,] [added: which,] among other things, [removed: add] [added: added] well blowouts and other abnormal events as new categories of sources for GHG emissions reporting.

While we are [added: still] assessing the applicability of the [added: European Union directives and] California legislation and [removed: await further] [added: are awaiting resolution of the review of the] SEC [removed: rulemaking,] [added: climate change rules,] we would expect to incur substantial additional compliance costs to the extent these or similar disclosure requirements apply to us.

Additionally, public statements with respect to [removed: emissions reduction goals,] environmental targets [removed: or, more broadly,] [added: or other] ESG-related [removed: goals,] [added: goals] are becoming increasingly subject to heightened scrutiny from public and governmental [removed: authorities] [added: authorities, as well as other parties,] with respect to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits.

Certain [added: regulators, such as the SEC and various state agencies, as well as] non-governmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain [removed: ESG-statements] [added: ESG statements] were misleading, [removed: false,] [added: false] or otherwise deceptive.

[removed: Although the full impact of these actions is uncertain at this time, the adoption] [added: These] and [removed: implementation of these or] other initiatives [removed: may result in the restriction] [added: could negatively impact our business through restrictions] or [removed: cancellation] [added: cancellations] of oil and natural gas activities, greater costs of compliance or consumption (thereby reducing demand for our products) or an impairment in our ability to continue our operations in an economic manner.

Moreover, an increasing number of financial institutions, funds and other sources of capital have [removed: begun restricting] [added: restricted] or [removed: eliminating] [added: eliminated] their investment in oil and natural gas activities due to their concern regarding climate change.

Certain of these counterparties or their successors may experience insolvency, liquidity problems or other issues and may not be able to meet [added: their obligations and liabilities (including contingent liabilities) owed to, and assumed from, us, particularly during a depressed or volatile commodity price environment.]

As of December 31, [removed: 2023,] [added: 2024,] we had total indebtedness of [removed: $6.2] [added: $8.9] billion.

Any credit downgrades could adversely impact our ability to access financing and trade credit, require us to provide additional letters of credit or other assurances under contractual arrangements and increase our interest rate under the 2023 Senior Credit Facility [added: and the Term Loan,] as well as the cost of any other future debt.

We rely heavily on information [removed: systems] [added: systems, operational technologies] and other digital technologies to conduct our business, and we anticipate expanding the use of and reliance on these systems and technologies, including through artificial intelligence, process automation and data analytics.

Concurrent with the growing dependence on technology is a greater sensitivity to [removed: cyberattack related activities,] [added: cyberattacks and other cyber-related incidents,] which have increasingly targeted our industry.

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pandemics (such as COVID-19) and epidemics of infectious diseases and other public health events, as well as any related governmental actions;

market and geopolitical uncertainty as a result of shifts or potential further shifts in domestic and international policies following the 2024 U.S. presidential and congressional elections;

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including instances in which the contract counterparties fail to perform under the contracts.

Although cost inflation moderated somewhat in 2024, such inflationary pressures could continue or increase in 2025.

In that event, due to

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Moreover, non-governmental organizations, trade groups and other private parties have filed lawsuits challenging leasing, permitting and other regulatory decisions relating to our and other industry participants’ oil and gas development on federal lands, which, if successful, could further hinder development activities or otherwise adversely impact operations.

In addition, similar concerns have been raised about the potential connection between water disposal activities and certain surface uplift, subsidence and other ground movement in western Texas and other areas of industry activity.

Increased regulation and attention given to water disposal activities could lead to greater efforts, including through litigation, to limit or prohibit oil and gas

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activities relying on injection wells for produced water disposal.

Additionally, more generally, a change in any U.S. federal, state or local or foreign tax law, treaty, policy, statute, rule, regulation or ordinance, or in the interpretation thereof, in any jurisdiction in which we or any of our subsidiaries operate, or in which we or any of our subsidiaries are organized, could result in us incurring a materially higher tax expense, which would also adversely impact our financial condition, results of operations and cash flows.

For example, the IRA included a 15% CAMT on certain financial statement income, and the Organization for Economic Co-operation and Development has adopted a set of model international tax rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15% on certain multinational enterprises.

While we are still assessing the potential impacts of the CAMT and the Pillar Two rules to our business, any incremental taxes attributable to CAMT, Pillar Two or any other tax law changes, or a change in our current interpretation thereof, could be significant and adversely impact our financial condition, results of operations and cash flows.

Moreover, we are regularly audited by tax authorities.

Although we believe our tax positions are reasonable and properly supported, if one or more of our tax positions are challenged by the IRS or other tax authorities (in a tax audit or otherwise), material cash payments or adjustments to tax expense may occur, which could adversely affect our financial condition, results of operations and cash flows.

Fines and penalties for violations of these rules can be substantial.

The rules have been subject to legal challenge, although OOOOb is already in effect.

In addition, the SEC finalized rules in March 2024 that require public companies to include extensive climate-related disclosures in their SEC filings, such as new disclosures on (i) material Scope 1 and 2 GHG emissions, including an independent assurance report, and (ii) financial statement information regarding the effects of severe weather events and other natural conditions.

In April 2024, the SEC stayed the effectiveness of these rules pending the completion of a judicial review of certain legal challenges.

The European Union has also recently adopted a set of policy initiatives, including the Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive, which impose expansive sustainability reporting and due diligence requirements for both European Union and certain

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non-European Union companies.

At the international level, over 190 countries have signed the Paris Agreement, which requires member nations to submit non-binding GHG emissions reduction goals every five years.

Subsequent United Nations climate conferences have called for additional action to transition away from fossil fuels or otherwise reduce GHG emissions.

The Trump Administration re-withdrew the United States from the Paris Agreement in January 2025, and the United States’ participation in future United Nations climate-related efforts is unclear.

At the state level, there have been attempts to introduce legislation whereby certain entities found responsible for contributing toward climate change over a period of time are required to pay into a fund used for climate-related projects.

For example, in December 2024, New York passed its “Climate Superfund Law,” which provides for the assessment of a fee for emitters that have a sufficient nexus to the state and are found to have released more than one billion tons of carbon dioxide during 2000 through 2018.

Vermont passed a similar law in May 2024, and similar legislation has been proposed in California, Massachusetts and New Jersey.

We have been identified by New York as a potentially responsible party under the law; however, to date, we have not received any cost recovery demand.

Our Environmental Performance Targets and Other ESG Initiatives May Expose Us to Risks

We have developed, and may continue to develop, voluntary targets related to our ESG initiatives, including our environmental performance targets and strategy.

Any public statements related to these initiatives reflect our current plans and expectations and are not a guarantee the targets will be achieved or achieved on the currently anticipated timeline.

Additionally, such statements are often based on assumptions or hypothetical scenarios which are necessarily uncertain.

Our ability to achieve any targets is subject to numerous risks and uncertainties, many of which are beyond our control, including market factors, unanticipated changes in societal behavior, capital constraints, the pace of technological advancement and governmental policies or priorities.

Moreover, as emission measurement protocols mature and related technologies continue to develop, we may be required to revise our emissions estimates and reduction goals or otherwise revise the strategies outlined in our ESG initiatives.

If our ESG initiatives do not meet our investors’ or other stakeholders’ evolving expectations and standards, investment in us may be viewed as less attractive and our reputation and business may be adversely impacted.

[Index to Financial Statements](#indextofinancialstatements)

failure to find commercial quantities of hydrocarbons.

capital expenditures.

price controls, change environmental protection requirements, impose restrictions on pipelines or other necessary infrastructure, raise taxes, royalties and other amounts payable to governments or governmental agencies and otherwise increase our operating costs.

For example, President Biden issued an executive order in January 2021, imposing a near total pause on entering new oil and gas leases on public lands.

Although the pause on leasing was subsequently lifted in April 2022, the Department of the Interior issued a report on the federal leasing program in November 2021 that recommended various changes, including, among other things, enhancing bonding requirements and applying a more rigorous land-use planning process prior to leasing.

The IRA responded, in part, to the report’s recommendations by increasing onshore royalty rates on all new federal leases.

Legislative and regulatory initiatives intended to address these concerns may result in additional levels of regulation or other requirements that could lead to operational delays, increase our operating and compliance costs or otherwise adversely affect our operations.

For example, effective January 2024, the Railroad Commission suspended all disposal well permits that inject into deep strata within the Northern Culberson-Reeves area due to increasing seismicity concerns.

In addition, the IRA includes various changes to the federal tax laws beginning in 2023, including a new 15% CAMT imposed on certain financial statement income of “applicable corporations.” Incremental taxes attributable to the CAMT are possible and such taxes may be significant.

In addition, the SEC proposed rules in March 2022 that would require public companies to include extensive climate-related disclosures in their SEC filings.

Among other things, the proposed SEC rules, if adopted as written, would mandate disclosures on (i) GHG emissions, including Scope 3 emissions if material or part of a company’s emissions goal, (ii) financial impact and expenditure metrics relating to severe weather and climate change and (iii) a company’s use of scenario analysis and climate targets.

For example, the SEC has established a Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing.

As a result, we may face increased litigation risks which could, in turn, lead to further negative sentiment against us and our industry.

In addition, President Biden has continued to highlight addressing climate change as a priority of his administration, and he previously released an energy plan calling for a number of sweeping changes to address climate change, including, among other measures, a national mobilization effort to achieve net-zero emissions for the U.S. economy by 2050, through increased use of renewable power, stricter fuel-efficiency standards and support for zero-emission vehicles.

President Biden issued a number of executive orders in January 2021 with the purpose of implementing certain of these changes, including the rejoining of the Paris Agreement.

President Biden subsequently announced a target of reducing economy-wide net GHG emissions in the U.S. by 50% to 52% below 2005 levels by 2030.

At the international level, the United States

and the European Union jointly announced the launch of a Global Methane Pledge at the 26th Conference of the Parties in 2021, pursuant to which over 130 participating countries have pledged to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030.

At the 28th Conference of the Parties in 2023, parties signed onto an agreement to transition “away from fossil fuels in energy systems in a just, orderly and equitable manner” and increase renewable energy capacity so as to achieve net zero by 2050, though no timeline for doing so was set.

More recently, in January 2024, the Biden Administration announced a temporary pause on any new approvals of liquified natural gas export projects, pending a Department of Energy review of its evaluation process for such authorizations.

their obligations and liabilities (including contingent liabilities) owed to, and assumed from, us, particularly during a depressed or volatile commodity price environment.

The increase in remote working practices may also increase the risk of cybersecurity incidents, both from deliberate attacks and unintentional events.

Geopolitical instability may also increase our cybersecurity risk.

Global Pandemics Have Previously and May in the Future Adversely Impact Our Business

Global pandemics and the actions taken by third parties, including, but not limited to, governmental authorities, businesses and consumers, in response to such pandemics, including the COVID-19 pandemic, have previously adversely impacted and may in the future adversely impact the global economy, resulting in significant volatility in the oil and gas industry.

A continued, prolonged or a renewed period of reduced demand for oil and other commodities and other adverse impacts from a pandemic may adversely affect our business, financial condition, cash flows and results of operations.

Further, to the extent COVID-19 or any other pandemic adversely affects our business or the global economic conditions more generally, it may also have the effect of heightening many of the other risks described in this report.

Furthermore, the IRA imposed a 1% non-deductible U.S. federal excise tax (the “Stock Buyback Tax”) on certain repurchases of stock by publicly traded U.S. corporations, such as Devon, after December 31, 2022.

The Biden Administration has proposed increasing the amount of the Stock Buyback Tax from 1% to 4%; however, it is unclear whether and when such a change in the amount of the Stock Buyback Tax could be enacted and take effect.

The following discussion and analyses primarily focus on [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our [removed: [2022] [added: [2023] Annual Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-20221231.htm).][added: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-20231231.htm).]

Our operations are currently focused in [removed: five] [added: four] core areas: the Delaware Basin, [added: Rockies,] Eagle [removed: Ford, Anadarko Basin, Williston Basin] [added: Ford] and [removed: Powder River Basin.][added: Anadarko.]

[removed: We] [added: As evidenced by this acquisition, we] remain focused on building economic value by executing on our strategic priorities of moderating production growth, emphasizing capital and operational efficiencies, optimizing reinvestment rates to maximize free cash flow, maintaining low leverage, delivering cash returns to our shareholders and pursuing [removed: ESG] [added: operational] excellence.

Our recent performance highlights for these priorities include the following items for [removed: 2023:][added: 2024:]

Oil production totaled [removed: 320] [added: 347] MBbls/d, [removed: which is a 7%] [added: an 8%] increase year over year.

Through [removed: 2023,] [added: 2024,] completed approximately [removed: 77%] [added: 67%] of our authorized [removed: $3.0] [added: $5.0] billion share repurchase program, with approximately [removed: 45] [added: 69] million of our common shares repurchased for approximately [removed: $2.3] [added: $3.3] billion, or [removed: $51.05] [added: $48.46] per share, since inception of the plan.

Retired [removed: $242] [added: $472] million of senior notes.

Exited with [removed: $3.9] [added: $3.8] billion of liquidity, including [removed: $0.9] [added: $0.8] billion of cash.

Generated [removed: $6.5] [added: $6.6] billion of operating cash flow.

Including variable dividends, paid dividends of [removed: approximately $1.9 billion.][added: $937 million.]

Earnings attributable to Devon were [removed: $3.7] [added: $2.9] billion, or [removed: $5.84] [added: $4.56] per diluted share.

Core earnings (Non-GAAP) were [removed: $3.7] [added: $3.1] billion, or [removed: $5.71] [added: $4.82] per diluted share.

Our cash-return objectives remain focused on opportunistic share repurchases, funding our [removed: fixed and variable] dividends, repaying debt at upcoming maturities and building cash balances.

Commodity prices [removed: strengthened] [added: were strong] during 2022 as the continued recovery from the COVID-19 pandemic increased demand for oil and gas commodities, while economic sanctions imposed on Russia and restraint from OPEC+ on production [added: growth both simultaneously impacted the supply of these commodities.]

[removed: ][added: ]

[removed: ][added: ]

As we dependably generate strong cash flow results as shown above, we will continue to prioritize delivering cash returns to shareholders through share repurchases and [removed: our fixed plus variable dividend strategy] [added: dividends] while maintaining a strong liquidity position.

Since the inception of our authorized [removed: $3.0] [added: $5.0] billion share repurchase program, we have repurchased approximately [removed: 45] [added: 69] million common shares for approximately [removed: $2.3] [added: $3.3] billion, or [removed: $51.05] [added: $48.46] per share.

We also returned value to shareholders by paying dividends of [removed: approximately $1.9 billion] [added: $937 million] during [removed: 2023.][added: 2024.]

We exited [removed: 2023] [added: 2024] with [removed: $3.9] [added: $3.8] billion of liquidity, comprised of [removed: $0.9] [added: $0.8] billion of cash and $3.0 billion of available credit under our 2023 Senior Credit Facility.

We currently have [removed: $6.2] [added: $8.9] billion of debt outstanding, of which approximately [removed: $483] [added: $485] million is classified as short-term.

Additionally, to help mitigate the volatility of commodity prices and protect ourselves from downside risk, we currently have approximately 30% [removed: and 20%] of our anticipated [removed: 2024] [added: 2025] oil and gas production [removed: hedged, respectively.][added: hedged.]

In [removed: 2023,] [added: 2024,] Devon marked its [removed: 52nd] [added: 53rd] anniversary in the oil and gas business and its [removed: 35th] [added: 36th] year as a public company.

We generated [removed: nearly $6.5] [added: $6.6] billion of operating cash flow in [removed: 2023] [added: 2024] as a result of the strength of our portfolio of assets and our operational execution.

In [removed: line with this strategy,] [added: 2024,] we returned [removed: $2.8] [added: approximately $2.0] billion of cash to shareholders through [removed: fixed and variable] cash dividends and share [removed: repurchases] [added: repurchases, and will continue to prioritize this shareholder return strategy] in [removed: 2023.][added: 2025.]

[removed: For 2024, we] [added: We] are [removed: targeting approximately 70% of our free cash flow] [added: committed] to [removed: be returned] [added: returning cash] to shareholders through [removed: cash] dividends and share repurchases.

In [removed: 2023,] [added: 2024,] WTI oil prices averaged [removed: $77.62] [added: $75.79] per Bbl versus [removed: $94.39] [added: $77.62] per Bbl in [removed: 2022,] [added: 2023,] reflecting a downward trend as oil prices remained volatile even with continued capital discipline by global oil producers.

Henry Hub natural gas prices fell in [removed: 2023,] [added: 2024,] averaging [removed: $2.74] [added: $2.27] per Mcf compared to [removed: $6.65] [added: $2.74] per Mcf in [removed: 2022.][added: 2023.]

Our [removed: 2024] [added: 2025] cash flow is partly protected from commodity price volatility due to our current hedge position that covers approximately 30% of our anticipated oil [removed: volumes] and [removed: 20% of our anticipated] gas volumes.

Our commitment to capital discipline and capital efficiency remains unchanged with our [removed: 2024] [added: 2025] capital program.

Similar to [removed: 2023,] [added: 2024,] the majority of our [removed: 2024] [added: 2025] capital, or approximately [removed: 60%,] [added: 55%,] is expected to be focused on our highest returning oil play, the Delaware Basin.

The remainder of our [removed: 2024] [added: 2025] capital will continue to be deployed to our other core areas of Eagle Ford, [removed: Williston Basin,] Anadarko Basin and Powder River [removed: Basin but with a reduced activity level in some of these areas, particularly the Williston] Basin.

Due to our strategy of spending within cash flow, we expect to continue generating material amounts of free cash flow for [removed: 2024.][added: 2025.]

Our [removed: 2023] [added: 2024] net earnings were [removed: $3.8] [added: $2.9] billion, compared to net earnings of [removed: $6.0] [added: $3.8] billion for [removed: 2022.][added: 2023.]

The graph below shows the change in net earnings from [removed: 2022] [added: 2023] to [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | [removed: 2023] [added: 2024] | | | | % of Total | | | | [removed: 2022] [added: 2023] | | | | Change | | |

| Delaware Basin | | | [removed: 211] [added: 220] | | | | [removed: 66] [added: 63] | % | | | [removed: 210] [added: 211] | | | | [removed: 0] [added: 4] | % |

| Eagle Ford | | | [removed: 42] [added: 46] | | | | 13 | % | | | [removed: 24] [added: 42] | | | | [removed: 74] [added: 10] | % |

On September 27, 2024, we acquired the Williston Basin business of Grayson Mill for total consideration of approximately $5.0 billion, consisting of $3.5 billion of cash and approximately 37.3 million shares of Devon common stock, including purchase price adjustments.

The acquisition will allow us to efficiently expand our oil production and operating scale, creating immediate and long-term, sustainable value to shareholders over time.

During 2024, oil and NGL prices remained stable from the prior year while gas prices decreased primarily due to warmer weather impacts and excess

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supply.

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Our portfolio benefited from the acquisition of Grayson Mill that allowed us to efficiently expand our oil production and operating scale while capturing a meaningful runway of highly economic drilling inventory.

The transaction created immediate value within our financial framework by delivering sustainable accretion to earnings and free cash flow.

Operating cash flow in 2024 remained consistent with 2023, despite a decline in commodity prices, due to operational outperformance, capital efficiency gains and the positive contributions from our Grayson Mill acquisition.

Oil is expected to remain volatile in 2025 due to geopolitical risks to supply, forecasted stronger non-OPEC supply, and improving global demand growth expectations.

For 2025, natural gas prices are expected to increase compared with 2024 prices due to increased demand, driven by rising LNG exports, strong powerburn as well as discipline from natural gas producers.

Our Williston Basin assets will receive additional capital allocation through 2025 as we work to develop the newly acquired Grayson Mill assets.

Our 2025 capital is expected to be approximately 7% higher than 2024 primarily due to increased activity in the Williston Basin.

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| Rockies | | | 65 | | | | 19 | % | | | 50 | | | | 30 | % |

| | | 2024 | | | | % of Total | | | | 2023 | | | | Change | | |

| Rockies | | | 124 | | | | 10 | % | | | 76 | | | | 63 | % |

| | | 2024 | | | | % of Total | | | | 2023 | | | | Change | | |

| Rockies | | | 21 | | | | 11 | % | | | 11 | | | | 91 | % |

| | | 2024 | | | | % of Total | | | | 2023 | | | | Change | | |

| Rockies | | | 107 | | | | 15 | % | | | 73 | | | | 47 | % |

Due to the Grayson Mill acquisition and increased activity across our portfolio, we expect volumes to increase in 2025 and range from approximately 805 to 825 MBoe/d.

[Table of Contents](#toc_page)

| | | 2024 | | | | Realization | | 2023 | | | | Change | | |

| | | 2024 | | | | Realization | | 2023 | | | | Change | | |

| WTI index | | $ | 75.79 | | | | | $ | 77.62 | | | | \-2 | % |

Additionally, gas prices were impacted by expanded regional gas price differentials in the Delaware Basin driven by infrastructure constraints.

Realized prices were strengthened by hedge cash settlements across all commodities.

| | | 2024 | | | | 2023 | | | | Change | | |

| Oil | | $ | 44 | | | $ | (33 | ) | | | 233 | % |

| NGL | | | 1 | | | | — | | | N/M | | |

| | | 2024 | | | | 2023 | | | | Change | | |

LOE and gathering, processing and transportation and production taxes increased primarily due to increased activity and the Grayson Mill acquisition in the Rockies.

[Table of Contents](#toc_page)

| Rockies | | | 1,122 | | | $ | 28.61 | | | | 863 | | | $ | 32.19 | |

| | | 2024 | | | | 2023 | | | | Change | | |

DD&A increased in 2024 primarily due to higher volumes as well as an increase in the oil and gas DD&A rate.

The primary contributor to the higher DD&A rate was our 2023 drilling and development activity.

| | | 2024 | | | | 2023 | | | | Change | | |

G&A increased in 2024 primarily due to higher employee compensation, driven in part by inflationary adjustments and the Grayson Mill acquisition.

In the third quarter of 2022, we acquired additional producing properties and leasehold interests in both the Williston Basin and Eagle Ford that were complementary to our existing acreage, offered operational synergies and added additional high-quality inventory to our portfolio.

Moving forward into 2024, we plan to refine our capital allocation by further concentrating investment in the Delaware Basin.

By shifting more capital to the core of this world-class basin and high-grading activity across the rest of our diversified portfolio, we anticipate delivering meaningful improvements to our capital efficiency which will position us to generate growth in free cash flow which can be returned to shareholders.

[Index to Financial Statements](#indextofinancialstatements)

growth both simultaneously impacted the supply of these commodities.

Our portfolio benefited from highly complementary assets that were acquired in 2022.

Our 2023 operating cash flow was materially lower than 2022 as commodity prices declined from 2022 highs and cost inflation increased in 2023.

The market price for crude oil is currently expected to be lower in 2024 due to concerns of a global economic slowdown driven by high interest rates and high inflation that could weaken economic activity and oil demand.

Additionally, oil prices could remain volatile as uncertainty still exists from the impact of sanctioned Russian oil in the global market, as well as actions taken by OPEC+ countries in supporting a balanced global crude supply.

Growing supply from U.S. oil producers could also weigh down prices in 2024 by dampening the impact of OPEC+ supply cuts.

For 2024, natural gas prices are expected to remain consistent with 2023 prices due to high storage levels from an abundance of supply and milder winter weather, weakening economic conditions in some sectors leading to lower demand, and continued alternative energy diversification.

Our 2024 capital is expected to be approximately 10% lower than 2023 due to this activity reduction and due to other identified cost reductions.

Our capital efficiency is expected to improve as lower 2024 capital offsets the impact of lower oil production from reduced 2024 activity.

| Williston Basin | | | 36 | | | | 11 | % | | | 33 | | | | 9 | % |

| Powder River Basin | | | 14 | | | | 5 | % | | | 14 | | | | 0 | % |

| Williston Basin | | | 58 | | | | 6 | % | | | 61 | | | | \-4 | % |

| Powder River Basin | | | 18 | | | | 2 | % | | | 19 | | | | \-4 | % |

| Williston Basin | | | 9 | | | | 6 | % | | | 9 | | | | 7 | % |

| Powder River Basin | | | 2 | | | | 1 | % | | | 2 | | | | \-2 | % |

| Williston Basin | | | 54 | | | | 8 | % | | | 51 | | | | 6 | % |

| Powder River Basin | | | 19 | | | | 3 | % | | | 19 | | | | \-1 | % |

The decrease in index prices was partially offset by hedge cash settlements related to oil and gas commodities.

| | | Q | | | | | | | | | | |

| Oil | | $ | (33 | ) | | $ | (1,025 | ) | | | 97 | % |

LOE expenses and LOE per BOE increased primarily due to acquisitions in the Eagle Ford and Williston Basin that both closed in the third quarter of 2022, along with inflation and higher volumes resulting from increased activity in the Delaware Basin and Anadarko Basin.

This is partially offset by decreased production taxes due to lower commodity prices.

| Williston Basin | | | 586 | | | $ | 29.43 | | | | 867 | | | $ | 46.28 | |

| Powder River Basin | | | 277 | | | $ | 40.16 | | | | 401 | | | $ | 57.39 | |

DD&A and our oil and gas per BOE rate both increased in 2023 primarily due to acquisitions in the Eagle Ford and Williston Basin which both closed in the third quarter of 2022.

Increased activity in the Delaware Basin and Anadarko Basin also led to an increase in DD&A.

| | | | | | | | | | | $ | (789 | ) |

In 2022, asset dispositions include a $42 million gain related to the re-valuation of contingent earnout payments associated with divested Barnett Shale assets.

Our 2023 current rate is below the 15% stated rate in the CAMT due to utilization of tax credits and favorable AFSI adjustments, including depreciation and other items.

While our 2023 current income tax rate was 10%, we expect our 2024 income tax rate could approach the mid-teens, depending on commodity prices among other factors.

| Shares traded for taxes and other | | | (94 | ) | | | (97 | ) |

| Williston Basin | | | 312 | | | | 158 | |

| Powder River Basin | | | 177 | | | | 149 | |

During 2022, we paid $2.6 billion toward acquisitions of producing properties and leasehold interests located in the Eagle Ford and Williston Basin, which were completed in the third quarter of 2022.

| First quarter | $ | 109 | | | $ | 558 | | | $ | 667 | | | $ | 1.00 | |

| Second quarter | | 105 | | | | 725 | | | | 830 | | | $ | 1.27 | |

The key terms to our oil and gas derivative financial instruments as of December 31, [removed: 2023] [added: 2024] are presented in [Note 3](#derivatives) in “Item 8.

At December 31, [removed: 2023,] [added: 2024,] a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately [removed: $200] [added: $300] million.

At December 31, [removed: 2023,] [added: 2024,] we had total debt of [removed: $6.2] [added: $8.9] billion.

$7.9 billion of this debt was comprised of debentures and notes that have fixed interest rates which average 5.7%.

We also have a $1.0 billion Term Loan which has a variable interest rate that is adjusted monthly.

The interest rate on the Term Loan was 5.81% at December 31, 2024.

[Table of Contents](#toc_page)

All of our debt is based on fixed interest rates averaging 5.7%.

[Index to Financial Statements](#indextofinancialstatements)

As part of the Program, we perform cybersecurity risk assessments of certain third-party vendors of the Company, including technology [removed: vendor] [added: vendors] and key operational suppliers and service providers.

In addition, Devon maintains disaster recovery plans related to cybersecurity incidents as part of our broader corporate emergency preparedness program, and our employees [added: and contractors] receive cybersecurity awareness training as part of both [removed: new-hire] onboarding and through periodic [removed: refresher courses.][added: training opportunities, including phishing simulations.]

The Manager of Digital Security has [removed: over 12] [added: approximately 15] years of cybersecurity experience, a degree in management information systems and multiple certifications relating to security, risk and information systems, including a security leadership certification.

As of the date of this report, [added: though the Company and certain of our service providers have experienced certain cybersecurity incidents,] Devon is not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect Devon.

The Program includes a cybersecurity incident response plan that provides the framework for categorizing and responding to cybersecurity incidents.

[Index to Financial Statements](#indextofinancialstatements)

However, to our knowledge as of the date of this report and subject to the [added: environmental] matters noted below, there were no material pending legal proceedings to which we are a party or to which any of our property is subject.

On April 7, 2020, WPX Energy, Inc., a wholly-owned subsidiary of the Company, received a notice of violation [added: (“NOV”)] from the EPA relating to specific historical air emission events occurring on the Fort Berthold Indian Reservation in North Dakota.

On July 22, 2022, we received an updated [removed: notice of violation] [added: NOV] from the EPA relating to the same underlying events.

On June 4, 2021, we received a [removed: notice of violation] [added: NOV] from the EPA relating to alleged air permit violations by WPX Energy Permian, LLC, a wholly-owned subsidiary of the Company, during 2020 in western Texas.

On June 1, 2023, we received a [removed: notice of violation] [added: NOV] from the EPA relating to alleged air permit violations by Devon Energy Production Company, L.P., a wholly-owned subsidiary of the Company, during 2020 and 2022 in New Mexico.

[removed: Although] [added: The Company has been engaging with the EPA to resolve each of] these [removed: matters are ongoing] [added: matters, which remain ongoing,] and management cannot predict their ultimate [removed: outcome, the] [added: outcome; however,] resolution of each of these matters may result in a fine or penalty in excess of $300,000.

[Table of Contents](#toc_page)

*Environmental Matters*

For more information on the North Dakota NOV matter with the EPA, see [Note 18](#commitments) in “Item 8.

Financial Statements and Supplementary Data” of this report.

On March 5, 2024, we received a NOV from the New Mexico Environment Department (“NMED”) relating to alleged violations by WPX Energy Permian, LLC of certain notice, repair and facility design requirements under New Mexico environmental laws.

On May 29, 2024, we received a NOV from the Oil Conservation Division of New Mexico relating to alleged reporting violations by Devon Energy Production Company, L.P. On February 10, 2025, CDM, a joint venture of the Company, received a NOV from the NMED relating to alleged air emission and reporting violations under New Mexico environmental laws.

The Company and CDM have, as applicable, been engaging with the applicable New Mexico regulatory body to resolve each of these respective matters, which remain ongoing, and management cannot predict their ultimate outcome; however, resolution of each of these matters may result in a fine or penalty in excess of $300,000.

The Company has been engaging with the EPA to resolve each of these matters.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] was approximately [removed: $30.8] [added: $29.5] billion, based upon the closing price of [removed: $48.34] [added: $47.40] per share as reported by the New York Stock Exchange on such date.

On February [removed: 14, 2024, 635] [added: 5, 2025, 649] million shares of common stock were outstanding.

Portions of Registrant’s definitive Proxy Statement relating to Registrant’s [removed: 2024] [added: 2025] annual meeting of stockholders have been incorporated by reference in Part III of this Annual Report on Form 10-K.

| Auditor Name: KPMG LLP | | Auditor Location: [removed: Oklahoma City, Oklahoma] [added: Houston, Texas] | | Audit Firm ID: 185 |

TABLE [removed: OF] [added: OF] CONTENTS

| [Item 1B. Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 24] [added: 25] |

| [Item 1C. Cybersecurity](#item1c_cybersecurity) | | [removed: 24] [added: 25] |

| [Item 4. Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 25] [added: 26] |

| [PART II](#part_ii) | | [removed: 26] [added: 27] |

| [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5) | | [removed: 26] [added: 27] |

| [Item 6. \[Reserved\]](#item_6_selected_financial_data) | | [removed: 27] [added: 28] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7) | | [removed: 28] [added: 29] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#item_7a) | | [removed: 44] [added: 45] |

| [Item 8. Financial Statements and Supplementary Data](#item_8) | | [removed: 45] [added: 46] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | | [removed: 92] [added: 93] |

| [PART III](#part_iii) | | [removed: 93] [added: 94] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#item_10) | | [removed: 93] [added: 94] |

| [Item 11. Executive Compensation](#item_11_executive_compensation) | | [removed: 93] [added: 94] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12) | | [removed: 93] [added: 94] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#item_13) | | [removed: 93] [added: 94] |

| [Item 14. Principal Accountant Fees and Services](#item_14) | | [removed: 93] [added: 94] |

| [PART IV](#part_iv_1_1) | | [removed: 94] [added: 95] |

| [Item 15. Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_stmts_sched_2) | | [removed: 94] [added: 95] |

| [Item 16. Form 10-K Summary](#item_16_form10k_summary_1_1) | | [removed: 101] [added: 102] |

[removed: Bitumen and] NGL proved reserves and production are converted to Boe on a one-to-one basis with oil.

regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to federal lands, environmental matters and [removed: seismicity;][added: water disposal;]

any of the other risks and uncertainties discussed in this [removed: report.][added: report or other SEC filings.]

[removed: A Delaware corporation formed] [added: Founded] in 1971 and publicly held since 1988, Devon (NYSE: DVN) is an independent energy company engaged primarily in the exploration, development and production of oil, natural gas and NGLs.

Our [added: operations are concentrated in various onshore areas in the U.S. Our] principal and administrative offices are located at 333 West Sheridan, Oklahoma City, OK 73102-5015 (telephone 405-235-3611).

The corporate governance documents available on our website include our Code of Ethics for Chief Executive Officer, Chief Financial Officer and [removed: Chief] [added: Principal] Accounting Officer, and any amendments to and waivers from any provision of that Code will also be posted on our website.

While our cash flow is highly dependent on volatile and uncertain commodity prices, we pursue our strategy throughout all commodity price cycles with [removed: four] [added: five] fundamental principles.

We continue to establish new environmental performance targets for our Company and [removed: further] incorporate ESG initiatives into our compensation structure.

[removed: *Premier, sustainable portfolio of assets* –] As discussed in more detail later in this section, we own a portfolio of assets located in the Delaware Basin, [added: Rockies,] Eagle [removed: Ford, Anadarko Basin, Williston Basin] [added: Ford] and [removed: Powder River] [added: Anadarko] Basin.

[removed: *Superior execution* –] As we pursue cash flow growth, we continually work to optimize the efficiency of our capital programs and production operations, with an underlying objective of reducing absolute and per unit costs and enhancing our returns.

[removed: *Financial] [added: *Maintaining financial] strength and flexibility* – Commodity prices are uncertain and volatile, so we strive to maintain a strong balance sheet, as well as adequate liquidity and financial flexibility, in order to operate competitively in all commodity price cycles.

While maintaining financial strength is a top priority, we remain committed to maximizing shareholder value which is evidenced by making opportunistic share [removed: repurchases,] [added: repurchases and consistently paying and] growing our fixed [removed: dividend and paying a variable] dividend.

We have a strong organization in place to manage environmental performance, encompassing our Board of Directors, our [removed: EHS/ESG] [added: EHS] and Sustainability leadership teams, and our field-level EHS and operations teams.

Our governance philosophy in this space elevates EHS [removed: and ESG] oversight and discussion, including matters related to climate change and energy transition opportunities.

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

| [Signatures](#signatures_1_1) | | 103 |

[Table of Contents](#toc_page)

“Fervo” means Fervo Energy Company.

"Grayson Mill" means Grayson Mill Intermediate HoldCo II, LLC and Grayson Mill Intermediate HoldCo III, LLC.

[Table of Contents](#toc_page)

"SOFR" means secured overnight financing rate.

“Term Loan” means Term Loan Credit Agreement.

[Table of Contents](#toc_page)

risks relating to our ESG initiatives;

claims, audits and other proceedings impacting our business, including with respect to historic and legacy operations;

[Table of Contents](#toc_page)

*Operating excellence* – Operating our business in a safe, reliable and environmentally responsible manner is fundamental to who we are.

We embrace innovative thinking and believe technology will be instrumental in the longevity of our industry.

*Advantaged asset portfolio* – We believe U.S. crude oil and natural gas will continue to be advantaged in the global energy markets.

*Delivering value to shareholders* – We are committed to shareholder returns.

We are dedicated to a growing fixed dividend that is sustainable through the commodity price cycles.

We adhere to distributing our cash flows in excess of operating and capital needs to shareholders.

[Table of Contents](#toc_page)

*Cultivating a culture to succeed* – We value our people and communities and invest in their success.

We focus on providing fulfilling careers, meaningful benefits and a sense of inclusion and belonging.

We strive to be good stewards in all the communities we operate in, being actively involved and applying our culture of operating excellence.

We are also evaluating and selectively investing in low-carbon opportunities that are complementary to our core business and commitment to deliver long-term shareholder value.

Our workforce is central to and drives our long-term success.

[Table of Contents](#toc_page)

Devon continues to suspend collection of all employee health care premiums.

Employee Culture and Community

Along with our workforce efforts, we invest in community partnerships focusing on social services, environment and conservation, emergency response and preparedness, arts and culture and STEM education.

Since 2019, Devon has created STEM centers throughout elementary and middle schools in the areas in which we operate.

[Table of Contents](#toc_page)

*Rockies* – Our Rockies development consists of our Williston Basin and Powder River Basin assets.

Our position within these oil-weighted basins provides us with a deep inventory of high-margin opportunities.

On September 27, 2024, we completed our acquisition of the Williston Basin business of Grayson Mill, which significantly expanded our operating position within the basin.

At December 31, 2024, we had three operated rigs developing the Williston Basin.

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

Beginning in 2024, the Williston Basin has been added as a significant field while the Anadarko Basin has been removed due to the acquisition of the Williston Basin business of Grayson Mill in the third quarter of 2024.

| 2024 | | | | | | | | | | | | | | | | |

| Delaware Basin | | | 80 | | | | 268 | | | | 45 | | | | 170 | |

[Index to Financial Statements](#indextofinancialstatements)

| [Signatures](#signatures_1_1) | | 102 |

“AFSI” means adjusted financial statement income.

“Merger” means the merger of Merger Sub with and into WPX, with WPX continuing as the surviving corporation and a wholly-owned subsidiary of the Company, pursuant to the terms of the Merger Agreement.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated September 26, 2020, by and among the Company, Merger Sub and WPX.

“Merger Sub” means East Merger Sub, Inc., a wholly-owned subsidiary of the Company.

risks relating to global pandemics;

Our operations are concentrated in various onshore areas in the U.S.

On January 7, 2021, Devon and WPX completed an all-stock merger of equals.

WPX was an oil and gas exploration and production company with assets in the Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota.

*Proven and responsible operator* – We operate our business with the interests of our stakeholders and our ESG values in mind.

We also strive to leverage our culture of health, safety and environmental stewardship in all aspects of our business.

We are also evaluating and selectively investing in opportunities to generate value in a world that is transitioning to ever-cleaner forms of energy.

We have established standalone teams of subject matter experts on sustainability and ESG.

Those teams provide advisory support across Devon to continue our progress with ESG and sustainability.

In 2022, Devon suspended collection of all employee health care premiums, and has elected to maintain this practice.

Diversity, Equity and Inclusion

Along with senior leadership efforts, Devon’s Diversity, Equity and Inclusion (“DEI”) Team works to proactively increase diversity and inclusion awareness, identify challenges and find innovative ways to achieve Devon’s inclusion and diversity vision and priorities.

In 2023, our workforce was comprised of 24% females and 24% minorities.

Along with our workforce efforts, we invest in DEI through community partnerships.

One way we are achieving this is by creating STEM centers in elementary schools in the areas in which we operate.

In 2023, Devon awarded 28 DEI grants to diverse community organizations throughout New Mexico, North Dakota, Oklahoma, Texas and Wyoming, totaling $280,000.

On an annual basis, Devon employees, as well as our

| 2021 | | | | | | | | | | | | | | | | |

| Delaware Basin | | | 72 | | | | 195 | | | | 32 | | | | 136 | |

| Anadarko Basin | | | 5 | | | | 79 | | | | 9 | | | | 27 | |

| Total | | | 106 | | | | 325 | | | | 48 | | | | 209 | |

| Delaware Basin | | $ | 66.67 | | | $ | 3.47 | | | $ | 30.02 | | | $ | 5.97 | |

| Anadarko Basin | | $ | 66.29 | | | $ | 3.80 | | | $ | 29.73 | | | $ | 9.26 | |

| Total | | $ | 65.98 | | | $ | 3.40 | | | $ | 29.52 | | | $ | 7.02 | |

| 2021 | | | 236.3 | | | | — | | | | 18.8 | | | | — | | | | 255.1 | | | | — | | | | 255.1 | |

| Total | | | 11,416 | | | | 4,207 | | | | 3,737 | | | | 1,604 | | | | 15,153 | | | | 5,811 | |

| Total | | | 1,237 | | | | 743 | | | | 3,103 | | | | 1,285 | | | | 4,340 | | | | 2,028 | |

| Natural gas (Bcf) | | | 412 | | | | 148 | | | | 100 | | | | 73 | | | | 91 | |

Environmental, Health and Safety Regulations

This rule could be finalized in 2024.

[Table of Contents](#toc_page)

[Index to Financial Statements](#indextofinancialstatements)

On February [removed: 14, 2024,] [added: 5, 2025,] there were [removed: 11,446] [added: 10,800] holders of record of our common stock.

The declaration and payment of any future [removed: dividend, whether fixed or variable,] [added: dividend] 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 [removed: 15%] [added: 10%] of operating cash flow through the fixed dividend.

The graph was prepared assuming $100 was invested on December 31, [removed: 2018] [added: 2019] 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.

[removed: ][added: ]

The following table provides information regarding purchases of our common stock that were made by us during the fourth quarter of [removed: 2023] [added: 2024] (shares in thousands).

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

In the fourth quarter of [removed: 2023,] [added: 2024,] we repurchased [removed: 5.5] [added: 7.7] million common shares for [removed: $247] [added: $300] million, or [removed: $45.17] [added: $39.22] per share, under this share repurchase program.

Devon is committed to returning cash to shareholders through quarterly dividend payments and share repurchases, growing our per share value.

[Table of Contents](#toc_page)

| October 1 - October 31 | | | 2,560 | | | $ | 40.18 | | | | 2,559 | | | $ | 1,854 | |

| November 1 - November 30 | | | 4,961 | | | $ | 38.78 | | | | 4,960 | | | $ | 1,662 | |

| December 1 - December 31 | | | 134 | | | $ | 37.39 | | | | 134 | | | $ | 1,657 | |

| Total | | | 7,655 | | | $ | 39.22 | | | | 7,653 | | | | | |

Through subsequent approvals, including most recently in July 2024, Devon's Board of Directors expanded the share repurchase program authorization to $5.0 billion, with a June 30, 2026 expiration date.

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.

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.

[Index to Financial Statements](#indextofinancialstatements)

| October 1 - October 31 | | | 2 | | | $ | 46.49 | | | | — | | | $ | 948 | |

| November 1 - November 30 | | | 2,918 | | | $ | 45.27 | | | | 2,917 | | | $ | 816 | |

| December 1 - December 31 | | | 2,549 | | | $ | 45.05 | | | | 2,548 | | | $ | 701 | |

| Total | | | 5,469 | | | $ | 45.17 | | | | 5,465 | | | | | |

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.

[Table of Contents](#toc_page)

[Index to Financial Statements](#indextofinancialstatements)

| [Report of Independent Registered Public Accounting Firm](#report_of_independent_registered_public) | | [removed: 46] [added: 47] |

| [Consolidated Statements of Comprehensive Earnings](#comprehensive_statements) | | [removed: 48] [added: 49] |

| [Consolidated Balance Sheets](#balance_sheet) | | [removed: 49] [added: 50] |

| [Consolidated Statements of Cash Flows](#cash_flow) | | [removed: 50] [added: 51] |

| [Consolidated Statements of Equity](#consolidated_statements_of_stockholders) | | [removed: 51] [added: 52] |

| [Notes to Consolidated Financial Statements](#note) | | [removed: 52] [added: 53] |

| [Note 1 – Summary of Significant Accounting Policies](#summaryofsignificantaccountingpolicies) | | [removed: 52] [added: 53] |

| [Note 2 – Acquisitions and Divestitures](#acquisitions_divestitures) | | [removed: 63] [added: 61] |

| [Note 3 – Derivative Financial Instruments](#derivatives) | | [removed: 64] [added: 63] |

| [removed: [Note 5 –] Restructuring [removed: and Transaction Costs](#restructuring)] [added: & transaction costs] | | [removed: 67] | [added: 9 | | | | — | | | | — | |]

| [Note [removed: 6] [added: 5] – Other, Net](#other_expenses) | | [removed: 68] [added: 66] |

| [Note [removed: 7] [added: 6] – Income Taxes](#income_taxes) | | [removed: 68] [added: 67] |

| [Note [removed: 8] [added: 7] – Net Earnings Per Share](#eps) | | [removed: 71] [added: 69] |

| [Note [removed: 9] [added: 8] – Other Comprehensive Earnings (Loss)](#n10_or_comprehensive_earnings) | | [removed: 72] [added: 69] |

| [Note [removed: 10] [added: 9] – Supplemental Information to Statements of Cash Flows](#supplementalcashflow) | | [removed: 72] [added: 70] |

| [Note [removed: 11] [added: 10] – Accounts Receivable](#accountsreceivable) | | [removed: 73] [added: 70] |

| [Note [removed: 12] [added: 11] – Property, Plant and [removed: Equipment](#propertyplantandequipment)] [added: Equipment](#propertyplantandequipment)[](#propertyplantandequipment)] | | [removed: 73] [added: 71] |

| [Note 13 – Debt and Related Expenses](#debt) | | [removed: 74] [added: 73] |

| [Note 14 – Leases](#leases) | | [removed: 76] [added: 75] |

| [Note 15 – Asset Retirement Obligations](#aro) | | [removed: 78] [added: 77] |

| [Note 16 – Retirement Plans](#retirementplans) | | [removed: 78] [added: 77] |

| [Note 17 – Stockholders’ Equity](#stockholdersequity) | | [removed: 82] [added: 81] |

| [Note 18 – Commitments and Contingencies](#commitments) | | [removed: 83] [added: 82] |

| [Note 19 – Fair Value Measurements](#fairvalue) | | [removed: 86] [added: 84] |

| [Note [removed: 20] [added: 21] – Supplemental Information on Oil and Gas Operations (Unaudited)](#supplementaloilandgas) | | [removed: 87] [added: 86] |

We have audited the accompanying consolidated balance sheets of Devon Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: A company’s internal control over financial reporting includes those policies and procedures that (1)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As discussed in Notes 1 and [removed: 12] [added: 11] to the consolidated financial statements, the Company calculates depletion for its proved oil and gas properties subject to amortization using a units-of-production method.

The company recorded depletion expense of [removed: $2.5] [added: $3.3] billion for the year ended December 31, [removed: 2023.][added: 2024.]

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Oil, gas and NGL sales | | $ | [removed: 10,791] [added: 11,176] | | | $ | [removed: 14,082] [added: 10,791] | | | $ | [removed: 9,531] [added: 14,082] | |

| Oil, gas and NGL derivatives | | | [removed: 118] [added: 21] | | | | [removed: (658] [added: 118] | [removed: )] | | | [removed: (1,544] [added: (658] | ) |

| Marketing and midstream revenues | | | [removed: 4,349] [added: 4,743] | | | | [removed: 5,745] [added: 4,349] | | | | [removed: 4,219] [added: 5,745] | |

| Total revenues | | | [removed: 15,258] [added: 15,940] | | | | [removed: 19,169] [added: 15,258] | | | | [removed: 12,206] [added: 19,169] | |

| Production expenses | | | [removed: 2,928] [added: 3,183] | | | | [removed: 2,797] [added: 2,928] | | | | [removed: 2,131] [added: 2,797] | |

| Exploration expenses | | | [removed: 20] [added: 28] | | | | [removed: 29] [added: 20] | | | | [removed: 14] [added: 29] | |

| Marketing and midstream expenses | | | [removed: 4,409] [added: 4,792] | | | | [removed: 5,780] [added: 4,409] | | | | [removed: 4,238] [added: 5,780] | |

| [Note 12](#investments) [–](#leases) [Investments](#investments) | | 71 |

| [Note 20](#segment) [–](#leases) [Reportable Segments](#segment) | | 85 |

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The Company acquired Grayson Mill during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Grayson Mill’s internal control over financial reporting associated with total assets of $5.6 billion and total revenues of $687 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Grayson Mill.

A company’s internal control over financial reporting includes those policies and procedures that (1)

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Houston, Texas

February 19, 2025

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| Net earnings | | $ | 2,942 | | | $ | 3,782 | | | $ | 6,037 | |

| Depreciation, depletion and amortization | | | 3,255 | | | | 2,554 | | | | 2,223 | |

| Grayson Mill acquired cash | | | 147 | | | | — | | | | — | |

| Borrowings of long-term debt, net of issuance costs | | | 3,219 | | | | — | | | | — | |

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| Net earnings | | | — | | | | — | | | | — | | | | 2,891 | | | | — | | | | — | | | | 51 | | | | 2,942 | |

| Common stock issued | | | 37 | | | | 3 | | | | 1,452 | | | | — | | | | — | | | | — | | | | — | | | | 1,455 | |

| Balance as of December 31, 2024 | | | 651 | | | $ | 65 | | | $ | 6,387 | | | $ | 8,166 | | | $ | (122 | ) | | $ | — | | | $ | 208 | | | $ | 14,704 | |

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On September 27, 2024, Devon acquired the Williston Basin business of Grayson Mill for total consideration of approximately $5.0 billion, consisting of $3.5 billion of cash and approximately 37.3 million shares of Devon common stock, including purchase price adjustments.

The transaction has been accounted for using the acquisition method of accounting.

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purchase accounting estimates used for assets acquired and liabilities assumed;

The

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obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

| Marketing and midstream revenues | | | 4,743 | | | | 4,349 | | | | 5,745 | |

If the applicable monthly price indices

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authority.

For exploratory wells that find reserves that cannot be classified as proved

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Recently Adopted Accounting Standards

Beginning in this Annual Report on Form 10-K, Devon adopted ASU 2023-07, Improvements to Reportable Segments Disclosures.

[Index to Financial Statements](#indextofinancialstatements)

Oklahoma City, Oklahoma

February 28, 2024

DEVON ENERGY CORPORATION AND SUBSIDIARIES

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Restructuring and transaction costs | | | — | | | | — | | | | 258 | |

| Early retirement of debt | | | — | | | | — | | | | (30 | ) |

| WPX acquired cash | | | — | | | | — | | | | 344 | |

| Early retirement of debt | | | — | | | | — | | | | (59 | ) |

| Balance as of December 31, 2020 | | | 382 | | | $ | 38 | | | $ | 2,766 | | | $ | 208 | | | $ | (127 | ) | | $ | — | | | $ | 134 | | | $ | 3,019 | |

| Net earnings | | | — | | | | — | | | | — | | | | 2,813 | | | | — | | | | — | | | | 20 | | | | 2,833 | |

| Common stock issued | | | 290 | | | | 29 | | | | 5,403 | | | | — | | | | — | | | | — | | | | — | | | | 5,432 | |

| Distributions to noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (20 | ) | | | (20 | ) |

Devon's share of the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

During 2023 and 2022, Devon made investments in Matterhorn.

As of December 31, 2023, Devon's $216 million investment in the Water JV exceeded the underlying equity in net assets by approximately $27 million.

The basis difference results primarily from acreage dedicated to the Water JV's water systems and services and is amortized over the remaining 14-year term of those water system services.

In February 2024, Devon committed to invest approximately $90 million in a geothermal technology company and expects to fund the commitment throughout 2024.

Given Devon's current credit ratings and the terms of the underlying contracts, Devon is not currently required to post collateral to its counterparties with respect to its open derivative positions, and would not be required to post any such collateral as a result of any change to the amount of Devon's net liability for such positions.

As a result of Devon’s restructuring activity discussed in [Note 5](#restructuring), certain share-based awards were accelerated and recognized as a component of restructuring and transaction costs in the accompanying consolidated statements of comprehensive earnings.

See [Note 7](#income_taxes) for further discussion.

As of December 31, 2022 and 2021, Devon's restricted cash also included $120 million and $160 million, respectively, associated with retained obligations related to previously disposed assets.

As of December 31, 2023, the cash balances associated with these obligations are no longer considered restricted cash.

Devon is evaluating the impact this ASU will have on the disclosures that accompany its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures.

*WPX Merger*

On January 7, 2021, Devon and WPX completed an all-stock merger of equals.

WPX was an oil and gas exploration and production company with assets in the Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota.

On the closing date of the Merger, each share of WPX common stock was automatically converted into the right to receive 0.5165 of a share of Devon common stock.

No fractional shares of Devon’s common stock were issued in the Merger, and holders of WPX common stock instead received cash in lieu of fractional shares of Devon common stock, if any.

Based on the closing price of Devon’s common stock on January 7, 2021, the total value of Devon common stock issued to holders of WPX common stock as part of this transaction was approximately $5.4 billion.

The Merger was structured as a tax-free reorganization for U.S. federal income tax purposes.

Devon could also receive up to an additional $65 million in contingent earnout payments for the remaining performance period depending on future commodity prices.

These values were derived utilizing a Monte Carlo valuation model and qualify as a level 3 fair value measurement.

Devon completed the sale of these non-core assets in 2021 for proceeds of $9 million, net of purchase price adjustments, and recognized a $35 million gain related to the sale.

| Q1-Q4 2024 | | | 27,486 | | | $ | 77.74 | | | | 60,238 | | | $ | 65.71 | | | $ | 84.89 | | |

| Q1-Q4 2024 | | Midland Sweet | | | 62,500 | | | $ | 1.17 | |

| Q1-Q4 2024 | | NYMEX Roll | | | 26,000 | | | $ | 0.82 | |

| Q1-Q4 2024 | | | 187,426 | | | $ | 3.30 | | | | 40,527 | | | $ | 3.78 | | | $ | 7.05 | |

Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, [removed: 2023] [added: 2024,] to ensure that the information required to be disclosed by Devon in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Based on this evaluation under the 2013 COSO Framework, which was completed on February [removed: 28, 2024,] [added: 19, 2025,] management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by KPMG LLP, an independent registered public accounting firm who audited our consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] as stated in their report, which is included under “Item 8.

[removed: There was] [added: Other than incorporating Grayson Mill's processes and procedures, there were] no [removed: change] [added: changes] in our internal control over financial reporting during the fourth quarter of [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s assessment and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excludes an assessment of the internal control over financial reporting of Grayson Mill, which was acquired in a business combination on September 27, 2024.

See [Note 2](#acquisitions_divestitures) in “Item 8.

Financial Statements and Supplementary Data” of this report for further details on the Grayson Mill acquisition.

The total revenues of Grayson Mill represent $687 million of the related consolidated financial statement amounts for the year ended December 31, 2024, and the total fair value of the Grayson Mill assets acquired as of the Grayson Mill acquisition closing date represent $5.6 billion of the total assets of the consolidated Company as of December 31, 2024.

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[Index to Financial Statements](#indextofinancialstatements)

The information called for by this Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information called for by this Item 11 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information called for by this Item 12 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information called for by this Item 13 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information called for by this Item 14 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2023.][added: 2024.]

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[Index to Financial Statements](#indextofinancialstatements)

| 4.6 | | Supplemental Indenture No. [removed: 6,] [added: 7,] dated as of June 9, 2021, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.250% Senior Notes due [removed: 2024] [added: 2027, 5.875% Senior Notes due 2028 and 4.500% Senior Notes due 2030] ([incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to [removed: Registrant's] [added: Registrant’s] Form 8-K filed June 9, 2021; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex42.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex43.htm)).] |

| [removed: 4.7] [added: 4.20] | | Supplemental Indenture No. 7, dated as of June 9, 2021, between [removed: Registrant] [added: WPX Energy, Inc.] and [removed: UMB Bank, National Association,] [added: The Bank of New York Mellon Trust Company, N.A.,] as Trustee, relating to the 5.250% Senior Notes due 2027, [added: the] 5.875% Senior Notes due 2028 and [added: the] 4.500% Senior Notes due 2030 ([incorporated by reference to Exhibit [removed: 4.3] [added: 4.5] to Registrant’s Form 8-K filed June 9, 2021; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex43.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex45.htm)).] |

| [removed: 4.8] [added: 4.7] | | Indenture, dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee ([incorporated by reference to Exhibit 4.1 of Registrant’s Form 8-K filed April 9, 2002; File No. 000-30176](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)). |

| [removed: 4.9] [added: 4.8] | | Supplemental Indenture No. 1, dated as of March 25, 2002, to Indenture dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.95% Senior Debentures due 2032 ([incorporated by reference to Exhibit 4.2 to Registrant’s Form 8-K filed April 9, 2002; File No. 000-30176](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)). |

| [removed: 4.10] [added: 4.9] | | Supplemental Indenture No. 4, dated as of March 22, 2018, to Indenture dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.95% Senior Notes due 2032 ([incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed March 22, 2018; File No. 000-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312518092146/d551370dex41.htm)). |

| [removed: 4.11] [added: 4.10] | | Indenture, dated as of October 3, 2001, among Devon Financing Company, L.L.C. (f/k/a Devon Financing Corporation, U.L.C.), as Issuer, Registrant, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., originally The Chase Manhattan Bank, as Trustee, relating to the 7.875% Debentures due 2031 ([incorporated by reference to Exhibit 4.7 to Registrant’s Registration Statement on Form S-4 filed October 31, 2001; File No. 333-68694](https://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)). |

| [removed: 4.12] [added: 4.11] | | Assignment and Assumption Agreement, dated as of June 19, 2019, by and between Devon Financing Company, L.L.C. and Registrant, relating to that certain Indenture, dated as of October 3, 2001, by and among Devon Financing Company, L.L.C. (f/k/a Devon Financing Company, U.L.C.), as Issuer, Devon Energy Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as Trustee, and the 7.875% Debentures due 2031 issued thereunder ([incorporated by reference to Exhibit 4.1 to Registrant’s Form 10-Q filed August 7, 2019; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex41_662.htm)). |

| [removed: 4.13] [added: 4.12] | | Senior Indenture, dated as of September 1, 1997, between Devon OEI Operating, L.L.C. (as successor to Seagull Energy Corporation) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as Trustee, and related Specimen of 7.50% Senior Notes due 2027 ([incorporated by reference to Exhibit 4.4 to Ocean Energy Inc.’s Form 10-K filed March 23, 1998; File No. 001-08094](https://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)). |

| [removed: 4.14] [added: 4.13] | | First Supplemental Indenture, dated as of March 30, 1999, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 ([incorporated by reference to Exhibit 4.10 to Ocean Energy, Inc.’s Form 10-Q filed May 17, 1999; File No. 001-08094](https://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)). |

| [removed: 4.15] [added: 4.14] | | Second Supplemental Indenture, dated as of May 9, 2001, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 ([incorporated by reference to Exhibit 99.4 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. 033-06444](https://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)). |

| [removed: 4.16] [added: 4.15] | | Third Supplemental Indenture, dated as of December 31, 2005, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., as Issuer, Devon Energy Production Company, L.P., as Successor Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 ([incorporated by reference to Exhibit 4.27 of Registrant’s Form 10-K filed March 3, 2006; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)). |

| [removed: 4.17] [added: 4.16] | | Indenture, dated as of September 8, 2014, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed September 8, 2014; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex41.htm)). |

| 4.18 | | [removed: First] [added: Fifth] Supplemental Indenture, dated as of [removed: September 8, 2014,] [added: January 10, 2020,] between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, [removed: N.A.,] [added: N.A.] as Trustee, relating to the [removed: 5.25%] [added: 4.500%] Senior Notes due [removed: 2024] [added: 2030] ([incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.1] to WPX Energy, Inc.’s Form 8-K filed [removed: September 8, 2014;] [added: January 10, 2020;] File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex42.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] |

| [removed: 4.19] [added: 4.17] | | Fourth Supplemental Indenture, dated as of September 24, 2019, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 5.250% Senior Notes due 2027 ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.'s Form 8-K filed on September 24, 2019; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)). |

| [removed: 4.20] [added: 4.19] | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of [removed: January 10,] [added: June 17,] 2020, between WPX Energy, Inc. and [removed: The] [added: the] Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the [removed: 4.500%] [added: 5.875%] Senior Notes due [removed: 2030] [added: 2028] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed [removed: January 10,] [added: June 17,] 2020; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] |

| [removed: 4.21] [added: 4.22] | | [removed: Sixth] Supplemental [removed: Indenture,] [added: Indenture No. 1,] dated as of [removed: June 17, 2020,] [added: August 28, 2024, by and] between [removed: WPX Energy, Inc.] [added: Registrant] and [removed: the] [added: U.S.] Bank [removed: of New York Mellon] Trust Company, [removed: N.A. as Trustee,] [added: National Association,] relating to the [removed: 5.875%] [added: 5.200%] Senior Notes due [removed: 2028] [added: 2034] ([incorporated [removed: herein] by reference to Exhibit [removed: 4.1] [added: 4.2] to [removed: WPX Energy, Inc.’s] [added: Registrant’s] Form 8-K filed [removed: June 17, 2020;] [added: August 28, 2024;] File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex42.htm)).] |

| [removed: 4.22] [added: 4.23] | | Supplemental Indenture No. [removed: 7,] [added: 2,] dated as of [removed: June 9, 2021,] [added: August 28, 2024, by and] between [removed: WPX Energy, Inc.] [added: Registrant] and [removed: The] [added: U.S.] Bank [removed: of New York Mellon] Trust Company, [removed: N.A., as Trustee,] [added: National Association,] relating to the [removed: 8.250% Senior Notes due 2023, the 5.250% Senior Notes due 2024, the 5.250% Senior Notes due 2027, the 5.875% Senior Notes due 2028 and the 4.500%] [added: 5.750%] Senior Notes due [removed: 2030] [added: 2054] ([incorporated by reference to Exhibit [removed: 4.5] [added: 4.3] to Registrant’s Form 8-K filed [removed: June 9, 2021;] [added: August 28, 2024;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex45.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex43.htm)).] |

| [removed: 4.23] [added: 4.25] | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex4_23.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000095017025022844/dvn-ex4_25.htm)] |

| [removed: 10.2] [added: 10.4] | | Devon Energy Corporation 2022 Long-Term Incentive Plan (amended and restated effective as of [removed: November 30, 2022)] [added: June 4, 2024)] ([incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to Registrant’s Form [removed: 10-K] [added: 10-Q] filed [removed: February 15, 2023;] [added: August 7, 2024;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_3.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024092424/dvn-ex10_1.htm)).] |

| [removed: 10.3] [added: 10.5] | | Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit 99.1 to Registrant’s Form S-8 filed June 7, 2017; File No. 333-218561](https://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)). |

| [removed: 10.4] [added: 10.6] | | 2021 Amendment (effective as of January 7, 2021) to the Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed February 17, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex107_609.htm)). |

| [removed: 10.5] [added: 10.7] | | WPX Energy, Inc. 2013 Incentive Plan, and amendments No. 1 and No. 2 thereto ([incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed on February 19, 2018; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)). |

| [removed: 10.6] [added: 10.8] | | Amendment No. 3 to the WPX Energy, Inc. 2013 Incentive Plan ([incorporated by reference to Appendix A to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A filed March 29, 2018; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm)). |

| [removed: 10.7] [added: 10.9] | | Amendment No. 4 to the WPX Energy, Inc. 2013 Incentive Plan and Global Amendment to Restricted Stock Unit Agreements effective December 1, 2021 ([incorporated by reference to Exhibit 10.7 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm)). |

| [removed: 10.8] [added: 10.10] | | Devon Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of January 1, 2021) ([incorporated by reference to Exhibit 10.9 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)). |

| [removed: 10.9] [added: 10.11] | | [removed: [Amendment] [added: Amendment] No. 1, effective November 29, 2023, to the Devon Energy Corporation Non-Qualified Deferred Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_9.htm)] [added: Plan ([incorporated by reference to Exhibit 10.9 of Registrant’s Form 10-K filed February 28, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_9.htm)).] |

| [removed: 10.10] [added: 10.12] | | Devon Energy Corporation Benefit Restoration Plan (amended and restated effective January 1, 2012) ([incorporated by reference to Exhibit 10.15 to Registrant’s Form 10-K filed February 24, 2012; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1015.htm)). |

| [removed: 10.11] [added: 10.13] | | Amendment 2014-1, executed March 7, 2014, to the Devon Energy Corporation Benefit Restoration Plan ([incorporated by reference to Exhibit 10.6 to Registrant’s Form 10-Q filed May 9, 2014; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex106.htm)). |

| [removed: 10.12] [added: 10.14] | | Amendment 2015-1, executed April 15, 2015, to the Devon Energy Corporation Benefit Restoration Plan ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed May 6, 2015; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312515174003/d913733dex101.htm)). |

| [removed: 10.13] [added: 10.15] | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Benefit Restoration Plan ([incorporated by reference to Exhibit 10.17 to Registrant’s Form 10-K filed February 15, 2017; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/0001090012/000156459017001607/dvn-ex1017_1995.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1017_1995.htm)).] |

| [removed: 10.14] [added: 10.16] | | Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Benefit Restoration Plan ([incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K filed February 17, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1020_517.htm)). |

| [removed: 10.15] [added: 10.17] | | Devon Energy Corporation Defined Contribution Restoration Plan (amended and restated effective as of January 1, 2021) ([incorporated by reference to Exhibit 10.15 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1015_478.htm)). |

| [removed: 10.16] [added: 10.18] | | [removed: [Amendment] [added: Amendment] No. 1, effective November 29, 2023, to the Devon Energy Corporation Defined Contribution Restoration [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_16.htm)] [added: Plan ([incorporated by reference to Exhibit 10.16 of Registrant’s Form 10-K filed February 28, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_16.htm)).] |

| [removed: 10.17] [added: 10.19] | | Devon Energy Corporation Supplemental Contribution Plan (amended and restated effective as of January 1, 2021) ([incorporated by reference to Exhibit 10.16 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1016_476.htm)). |

| [removed: 10.18] [added: 10.20] | | [removed: [Amendment] [added: Amendment] No. 1, effective November 29, 2023, to the Devon Energy Corporation Supplemental Contribution [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_18.htm)] [added: Plan ([incorporated by reference to Exhibit 10.18 of Registrant’s Form 10-K filed February 28, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_18.htm)).] |

| [removed: 10.19] [added: 10.21] | | Devon Energy Corporation Supplemental Executive Retirement Plan (amended and restated effective January 1, 2012) ([incorporated by reference to Exhibit 10.18 to Registrant’s Form 10-K filed February 24, 2012; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1018.htm)). |

| [removed: 10.20] [added: 10.22] | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.25 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1025_1991.htm)). |

| [removed: 10.21] [added: 10.23] | | Amendment 2019-1, executed June 19, 2019, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-Q filed August 7, 2019; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex103_659.htm)). |

| [removed: 10.22] [added: 10.24] | | Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.35 to Registrant’s Form 10-K filed February 17, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1035_513.htm)). |

| [removed: 10.23] [added: 10.25] | | Devon Energy Corporation Supplemental Retirement Income Plan (amended and restated effective January 1, 2012) ([incorporated by reference to Exhibit 10.19 to Registrant’s Form 10-K filed February 24, 2012; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1019.htm)). |

| 2.4 | | Securities Purchase Agreement, dated July 8, 2024, by and among Grayson Mill Holdings II, LLC, Grayson Mill Holdings III, LLC, Grayson Mill Intermediate HoldCo II, LLC, Grayson Mill Intermediate HoldCo III, LLC, WPX Energy Williston, LLC and Registrant ([incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed July 8, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524176302/d519064dex21.htm)).* |

| 2.5 | | Amendment to Securities Purchase Agreement, dated September 27, 2024, by and among Grayson Mill Holdings II, LLC, Grayson Mill Holdings III, LLC, Grayson Mill Intermediate HoldCo II, LLC, Grayson Mill Intermediate HoldCo III, LLC, WPX Energy Williston, LLC and Registrant ([incorporated by reference to Exhibit 2.2 to Registrant’s Form 10-Q filed November 6, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024121981/dvn-ex2_2.htm)).* |

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

| 10.2 | | Extension Agreement, dated as of March 25, 2024, to the Amended and Restated Credit Agreement, dated as of March 24, 2023, among Registrant, as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and each Lender and L/C Issuer from time to time party thereto, with respect to Borrower’s extension of the maturity date from March 24, 2028 to March 24, 2029 ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed May 2, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024051757/dvn-ex10_1.htm)). |

| 10.3 | | Delayed Draw Term Loan Credit Agreement, dated August 12, 2024, by and among Registrant, as Borrower, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed August 12, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524198887/d746922dex101.htm)). |

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

| 10.33 | | [Form of Amended & Restated Employment Agreement by and between Registrant and certain executive officers.](https://www.sec.gov/Archives/edgar/data/1090012/000095017025022844/dvn-ex10_33.htm) |

| 10.34 | | [Form of Severance Agreement by and between Registrant and certain executive officers.](https://www.sec.gov/Archives/edgar/data/1090012/000095017025022844/dvn-ex10_34.htm) |

[Table of Contents](#toc_page)

[Table of Contents](#toc_page)

| 19 | | [Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1090012/000095017025022844/dvn-ex19.htm) |

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[Index to Financial Statements](#indextofinancialstatements)

| 10.34 | | Employment Agreement, dated January 7, 2021, by and between Registrant and Clay M. Gaspar ([incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K filed January 7, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex104.htm)). |

| 10.35 | | Employment Agreement, dated January 7, 2021, by and between Registrant and Dennis C. Cameron ([incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K filed January 7, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex105.htm)). |

| | | stock awarded ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed May 5, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021023786/dvn-ex101_308.htm)). |

| 10.53 | | 2023 Form of Notice of Grant of Performance Share Unit Award and Award Agreement under the 2022 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for performance based restricted share units awarded ([incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-Q filed May 9, 2023; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023019312/dvn-ex10_3.htm)). |

| 10.54 | | 2023 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2022 Long-Term Incentive Plan between the Company and non-management directors for restricted stock awarded ([incorporated by reference to Exhibit 10.1 of Registrant’s Form 10-Q filed August 2, 2023; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023036885/dvn-ex10_1.htm)). |

| 10.55 | | 2023 Form of Notice of Grant of Restricted Stock Unit Award and Award Agreement under the 2022 Long-Term Incentive Plan between the Company and non-management directors for restricted stock units awarded ([incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-Q filed August 2, 2023, File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023036885/dvn-ex10_2.htm)). |

| 10.58 | | Form of Amended and Restated Restricted Stock Unit Award Agreement between WPX Energy, Inc. and non-employee directors ([incorporated herein by reference to Exhibit 10.38 to WPX Energy, Inc.’s Form 10-Q filed August 6, 2019; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000151883219000014/exhibit103806302019.htm)). |

| /s/ RICHARD E. MUNCRIEF | | President, Chief Executive Officer and | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ JEFFREY L. RITENOUR | | Executive Vice President | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ BARBARA M. BAUMANN | | [removed: Chair and] Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ JOHN E. BETHANCOURT | | [added: Chair and] Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ ANN G. FOX | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ GENNIFER F. KELLY | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ KELT KINDICK | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ JOHN KRENICKI JR. | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ KARL F. KURZ | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ MICHAEL N. MEARS | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ ROBERT A. MOSBACHER, JR. | | Director | February [removed: 28, 2024] [added: 19, 2025] |

| /s/ VALERIE M. WILLIAMS | | Director | February [removed: 28, 2024] [added: 19, 2025] |

[Table of Contents](#toc_page)

February 19, 2025

| /s/ JOHN B. SHERRER | | Vice President, Accounting and Controller | February 19, 2025 |

| John B. Sherrer | | (Principal accounting officer) | |

[Index to Financial Statements](#indextofinancialstatements)

February 28, 2024

| /s/ JEREMY D. HUMPHERS | | Senior Vice President | February 28, 2024 |

| Jeremy D. Humphers | | and Chief Accounting Officer (Principal accounting officer) | |