Devon Energy (DVN) 10-K risk factor changes: FY2025 vs FY2024

For example, over the last five years, monthly NYMEX WTI oil and NYMEX Henry Hub gas prices ranged from highs of over $120 per Bbl and $9.50 per MMBtu, respectively, to lows of under [removed: $30] [added: $50] per Bbl and [removed: $1.50] [added: $1.60] per MMBtu, respectively.

geopolitical risks, including the conflict between Russia and Ukraine, the Israel-Gaza and 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 [removed: America;][added: America, including Venezuela;]

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

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

changes in trade relations and policies, such as (i) the imposition of [added: new or increased] tariffs [added: or other trade protection measures] by the U.S., China or 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 countries or (iv) restrictions on oil, gas and NGL exports by the U.S.; and

Moreover, any bankruptcy involving, or any misconduct or other improper activities committed by, our business partners or other counterparties could negatively impact [added: the value of] our [added: investments, as well as our] own business or reputation.

[removed: Moreover, certain regulations require the plugging and abandonment of wells, removal of production facilities and other restorative actions by current and former] operators, [removed: including corporate successors of former operators,] which means that we are exposed to the risk that owners or operators of assets acquired from us (or our predecessors) become unable to satisfy plugging or abandonment and other restorative obligations that attach to those assets.

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

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 [removed: further] hinder [added: or delay] development activities or otherwise adversely impact operations.

While it is not possible at this time to predict the ultimate impact of these actions or any other future regulatory changes, including any potential actions by the [removed: Trump Administration,] [added: current U.S. 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.

Increased regulation and attention given to water disposal activities could lead to greater efforts, including through litigation, to limit or prohibit oil and gas [added: activities relying on injection wells for produced water disposal.]

[removed: While we are still assessing the potential impacts of the CAMT and the Pillar Two rules to our business, any] [added: Any] incremental taxes attributable to [removed: CAMT, Pillar Two] [added: CAMT] 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.

Relatedly, the IRA 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, 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.][added: 2026.]

Similarly, California enacted legislation in October 2023 requiring extensive climate-related disclosures for [removed: companies deemed to be doing business in California, and other states are considering similar laws.]

The European Union has also [removed: 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 [added: non-European Union companies.]

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

[removed: The Trump Administration re-withdrew the United States from the Paris Agreement in January 2025, and] [added: As a result,] the United States’ participation in future United Nations climate-related efforts is unclear.

These and other initiatives could negatively impact our business through restrictions or cancellations of oil and natural gas activities, [added: a requirement to pay damages,] 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.

Our Environmental Performance Targets and Other [removed: ESG] [added: Sustainability] Initiatives May Expose Us to Risks

We have developed, and may continue to develop, voluntary targets related to our [removed: ESG] [added: sustainability] initiatives, including our environmental performance targets and strategy.

[removed: 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 [removed: ESG] [added: sustainability] initiatives.

If our [removed: ESG] [added: sustainability] initiatives do not meet our investors’ or other stakeholders’ evolving expectations and [removed: standards,] [added: standards (including those in support of or in opposition to ESG principles),] investment in us may be viewed as less attractive and our reputation and business may be adversely impacted.

As a result, we may also face heightened scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding our [removed: ESG] [added: sustainability] initiatives.

Similarly, during 2021 and 2022, [added: former] President Biden authorized several releases from the U.S. Strategic Petroleum Reserve in an effort to lower domestic energy prices.

For example, we have exposure to financial institutions and insurance companies through our hedging arrangements, our [removed: 2023] Senior Credit Facility and our insurance policies.

As of December 31, [removed: 2024,] [added: 2025,] we had total indebtedness of [removed: $8.9] [added: $8.4] 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 [removed: 2023] Senior Credit Facility and the Term Loan, as well as the cost of any other future debt.

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

A wide variety of individuals or groups may perpetuate cyberattacks, ranging from highly sophisticated criminal organizations and state-sponsored actors to disgruntled employees, and the nature of, and methods used in, cyberattacks are similarly diverse and constantly evolving, with examples including phishing attempts, distributed denial of service attacks or [removed: ransomware.][added: ransomware, which could be enhanced or facilitated by artificial intelligence.]

[removed: We devote significant resources to prevent cybersecurity incidents and protect] our [removed: data, but our] systems and procedures for identifying and protecting against such attacks and mitigating such risks may prove to be insufficient due to system vulnerabilities, human error or malfeasance or other factors.

These actions may be prompted or exacerbated by unfavorable recommendations or ratings from proxy advisory firms or other third [removed: parties, including with respect to our performance (or the perception of our performance) under ESG metrics.][added: parties.]

Such actions could adversely impact our business by distracting our Board of Directors and employees from our long-term strategy, requiring us to incur increased advisory fees and related costs, interfering with our ability to successfully execute on [removed: core] business operations and strategic transactions or plans and provoking perceived uncertainty about the future direction of our business.

Furthermore, even if we do make acquisitions, [removed: such as the recently completed Grayson Mill acquisition,] they may not result in an increase in our cash flow from operations or otherwise result in the benefits anticipated due to various risks, including, but not limited to:

For example, we experienced some increase in operating costs throughout 2025 due to the economic uncertainty in global trade arising from geopolitical events and shifting trade policies.

While we actively work to mitigate the impact of these potential risks through operational efficiencies gained from the scale of our operations as well as by leveraging long-standing relationships with our suppliers, the ultimate impacts remain uncertain.

Moreover, certain regulations require the plugging and abandonment of wells, removal of production facilities and other restorative actions by current and former operators, including corporate successors of former

While Congress and the current U.S. administration have taken various actions to slow or limit the availability of funding under the IRA, some of these efforts have been challenged and the ultimate effect of the IRA remains uncertain.

For example, OBBB includes provisions that roll back certain aspects of the IRA, which could further restrict access to funding and incentives.

For example, the IRA included a 15% CAMT on certain financial statement income.

Although the current U.S. administration delayed the imposition of the fee until 2034, we cannot predict whether this or any future administration may seek to revise or repeal this delay or the timing of any such actions.

In addition, the SEC finalized rules in March 2024 that would have required public companies to include extensive climate-related disclosures in their SEC filings.

In April 2024, the SEC stayed the effectiveness of these rules pending the completion of a judicial review of certain legal challenges, and the current U.S. administration has declined to defend the rules in the legal challenges, which has resulted in a stay of the challenges that will remain in effect until the rules are withdrawn or the government resumes its defense of the rules.

companies deemed to be doing business in California, and other states are considering similar laws.

The current U.S. administration re-withdrew the United States from the Paris Agreement in January 2025, and, in January 2026, the current U.S. administration announced that the United States was withdrawing from the United Nations Framework Convention on Climate Change and the various climate-related programs under this Framework.

Moreover, as

Risks Relating to the Merger

We May Fail to Realize the Anticipated Benefits of the Merger, and Any Failure to Successfully Integrate the Businesses and Operations of Devon and Coterra May Adversely Affect Our Future Results

The success of the Merger will depend on, among other things, the combined company’s ability to realize anticipated synergies and benefits.

If the combined company is not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected.

Moreover, if we do not realize such benefits or for any other reason, the board of directors of the combined company may not approve, or delay the approval of, the anticipated increases in our dividends and share repurchase authorization following the Merger, which could negatively impact our stock price.

We and Coterra have operated and, until the completion of the Merger, will continue to operate independently.

There can be no assurances that our businesses can be integrated successfully.

It is possible that the integration process could result in the loss of key Devon employees or key Coterra employees, the loss of customers, the disruption of our or Coterra’s ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

Devon and Coterra and certain of their respective subsidiaries also have contracts with various business partners, which contracts may grant the counterparties certain rights in connection with the Merger or which may require Devon or Coterra, as applicable, to obtain consents from these counterparties.

If such rights are triggered or such consents cannot be obtained, the counterparties to these contracts may have the ability to terminate, reduce the scope of or otherwise seek to vary the terms of their relationships or the terms of such contracts with either or both parties, and the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the business of the combined company.

Furthermore, the combined company’s board of directors and management team will consist of directors and employees from each of Devon and Coterra, as applicable.

Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and strategic philosophies, which may not be successful or take longer than anticipated.

We Are Subject to Certain Restrictions in the Merger Agreement That May Hinder Operations Pending the Consummation of the Merger, and We May Be the Target of Securities Class Action and Derivative Lawsuits as a Result of the Merger

Whether or not the Merger is completed, the pending Merger may disrupt our current plans and operations, which could adversely impact our business operations and financial results.

During the pendency of the Merger, the Merger Agreement restricts us from engaging in specified types of actions, including, among other things, acquisition, divestiture and financing activities and unbudgeted capital expenditures, in each case subject to certain exceptions.

These restrictions could be in place for an extended period of time if the consummation of the Merger is delayed, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, we might have pursued, or from effectively responding to competitive pressures or industry developments.

In addition, litigation is common in connection with mergers and acquisitions of public companies, regardless of any merits related to the claims.

Defending against these claims can result in substantial costs and divert management time and resources.

An adverse judgment could result in monetary damages.

Moreover, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, the injunction may delay or prevent the Merger from being completed, which may adversely affect our business, results of operations and financial condition.

The Merger Agreement Could Be Terminated, Which Could Negatively Impact Us

The Merger is subject to a number of conditions that must be satisfied or waived (to the extent permissible) prior to the completion of the Merger.

These conditions to the completion of the Merger, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed.

The Merger Agreement also contains certain termination rights for both Devon and Coterra, including if the Merger is not consummated by August 1, 2026 (subject to certain extensions due to delay in antitrust approvals), and further provides that, upon termination of the Merger Agreement under certain circumstances, we may be required to pay Coterra a termination fee equal to $865 million.

If the Merger is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Merger, we may experience certain negative effects.

Among others: (i) we may experience negative reactions from the financial markets and business partners; (ii) we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting and other advisory fees and printing costs; and (iii) matters relating to the Merger (including integration planning) require substantial commitments of time and resources by our management, which may result in the distraction of our management from ongoing business operations and pursuing other opportunities that could have been beneficial to us.

We devote significant resources to prevent cybersecurity incidents and protect our data, but

We Face Risks Associated with Artificial Intelligence and Other Emerging Technologies

For example, we experienced higher operating costs throughout 2023 due to steep cost inflation.

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

In that event, due to

activities relying on injection wells for produced water disposal.

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.

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.

non-European Union companies.

Our Business Could Be Adversely Impacted by Shareholder Activism, Proxy Contests or Similar Actions

In recent years, proxy contests and other forms of shareholder activism have been directed against numerous public companies.

Investors may from time to time seek to involve themselves in the governance, strategic direction and operations of the Company, whether by stockholder proposals, public campaigns, proxy solicitations or otherwise.

Financial Statements and Supplementary Data” [removed: of] [added: in] this report.

The following discussion and analyses primarily focus on [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: [2023] [added: [2024] Annual Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-20231231.htm).][added: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000095017025022844/dvn-20241231.htm).]

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

Our asset base is underpinned by premium acreage in the economic core of the Delaware Basin and our diverse, top-tier resource [removed: plays provide] [added: plays, providing] a deep inventory of opportunities for years to come.

The acquisition [removed: will allow] [added: has allowed] us to efficiently expand our oil production and operating scale, creating immediate and long-term, sustainable value to [removed: shareholders over time.][added: shareholders.]

As [removed: evidenced by this acquisition,] [added: a company,] 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 operational excellence.

Our recent performance highlights for these priorities include the following items for [removed: 2024:][added: 2025:]

Oil production totaled [removed: 347] [added: 389] MBbls/d, [removed: an 8%] [added: a 12%] increase year over year.

Through [removed: 2024,] [added: 2025,] completed approximately [removed: 67%] [added: 88%] of our authorized $5.0 billion share repurchase program, with approximately [removed: 69] [added: 100] million of our common shares repurchased for approximately [removed: $3.3] [added: $4.4] billion, or [removed: $48.46] [added: $44.02] per share, since inception of the plan.

Retired [removed: $472] [added: $485] million of senior notes.

Exited with [removed: $3.8] [added: $4.4] billion of liquidity, including [removed: $0.8] [added: $1.4] billion of cash.

Generated [removed: $6.6] [added: $6.7] billion of operating cash flow.

[removed: Including variable dividends, paid] [added: Paid] dividends of [removed: $937] [added: $619] million.

Earnings attributable to Devon were [removed: $2.9] [added: $2.6] billion, or [removed: $4.56] [added: $4.17] per diluted share.

Core earnings (Non-GAAP) were [removed: $3.1] [added: $2.5] billion, or [removed: $4.82] [added: $3.92] per diluted share.

[removed: We] [added: Additionally, we] remain committed to capital discipline and [added: focused on] delivering the objectives that underpin our [removed: current plan.][added: capital plan for 2026.]

Our net earnings and operating cash flow are highly dependent upon oil, gas and NGL [removed: prices] [added: prices,] which can be [removed: incredibly] volatile due to several varying factors.

[removed: ][added: ]

[removed: ][added: ]

Since the inception of our authorized $5.0 billion share repurchase program, we have repurchased approximately [removed: 69] [added: 100] million common shares for approximately [removed: $3.3] [added: $4.4] billion, or [removed: $48.46] [added: $44.02] per share.

We also returned value to shareholders by paying dividends of [removed: $937] [added: $619] million during [removed: 2024.][added: 2025.]

We exited [removed: 2024] [added: 2025] with [removed: $3.8] [added: $4.4] billion of liquidity, comprised of [removed: $0.8] [added: $1.4] billion of cash and $3.0 billion of available credit under our [removed: 2023] Senior Credit Facility.

We currently have [removed: $8.9] [added: $8.4] billion of debt outstanding, of which approximately [removed: $485 million] [added: $1.0 billion] 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% of our anticipated [removed: 2025] [added: 2026] oil and gas production hedged.

In [removed: 2024,] [added: 2025,] Devon marked its [removed: 53rd] [added: 54th] anniversary in the oil and gas business and its [removed: 36th] [added: 37th] year as a public company.

We remain committed to [removed: continuing our track record of industry leading return of] [added: industry-leading] capital [added: returns] to [removed: our] shareholders, [removed: underpinned] [added: supported] by [removed: low] capital [removed: reinvestment rates] [added: discipline] and a [removed: disciplined, returns-driven] strategy [removed: which is] designed to [removed: be successful] [added: succeed] through [removed: economic] [added: commodity] cycles.

In [removed: 2024,] [added: 2025,] we returned approximately [removed: $2.0] [added: $1.7] billion of cash to shareholders through cash dividends and share repurchases, and will continue to prioritize [removed: this] shareholder [added: cash] return [removed: strategy] in [removed: 2025.][added: 2026.]

Oil [removed: is] [added: prices are] expected to remain volatile in [removed: 2025] [added: 2026] due to [added: ongoing] geopolitical [removed: risks to supply, forecasted] [added: supply risks, including developments in key producing regions,] stronger [added: forecasted] non-OPEC [removed: supply,] [added: production,] and improving global [removed: demand growth expectations.][added: demand.]

Henry Hub natural gas prices [removed: fell] [added: increased significantly] in [removed: 2024,] [added: 2025,] averaging [removed: $2.27] [added: $3.43] per Mcf compared to [removed: $2.74] [added: $2.27] per Mcf in [removed: 2023.][added: 2024.]

Our [removed: 2025] [added: 2026] cash flow is partly protected from commodity price volatility due to our current hedge position that covers approximately 30% of our anticipated oil and gas volumes.

[removed: Similar to 2024, the majority of] [added: To maximize free cash flow generation,] our [removed: 2025 capital, or approximately 55%,] [added: 2026 capital] is expected to be focused on our highest returning oil play, the Delaware Basin.

The remainder of our [removed: 2025] [added: 2026] capital will continue to be deployed to our other core areas of [added: Rockies,] Eagle [removed: Ford, Anadarko Basin] [added: Ford] and [removed: Powder River] [added: Anadarko] Basin.

Our [removed: 2024] [added: 2025] net earnings were [removed: $2.9] [added: $2.7] billion, compared to net earnings of [removed: $3.8] [added: $2.9] billion for [removed: 2023.][added: 2024.]

The graph below shows the change in net earnings from [removed: 2023] [added: 2024] to [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | [removed: 2024] [added: 2025] | | | | % of Total | | | | [removed: 2023] [added: 2024] | | | | Change | | |

| Delaware Basin | | | [removed: 220] [added: 225] | | | | [removed: 63] [added: 58] | % | | | [removed: 211] [added: 220] | | | | [removed: 4] [added: 2] | % |

| Rockies | | | [removed: 65] [added: 107] | | | | [removed: 19] [added: 28] | % | | | [removed: 50] [added: 65] | | | | [removed: 30] [added: 64] | % |

| Eagle Ford | | | [removed: 46] [added: 41] | | | | [removed: 13] [added: 10] | % | | | [removed: 42] [added: 46] | | | | [removed: 10] [added: \-11] | % |

On February 1, 2026, we entered into the Merger Agreement, providing for an all-stock merger of equals with Coterra.

The Merger will create a leading large-cap shale operator with an asset base anchored by a premier position in the economic core of the Delaware Basin.

The Merger is expected to unlock substantial value for shareholders by leveraging enhanced scale to improve margins, increase free cash flow and accelerate cash returns through the capture of $1.0 billion in sustainable annual synergies.

Completed acquisition of outstanding noncontrolling interests in Cotton Draw Midstream for $260 million.

Received $545 million of cash proceeds from the sale of property and investments, including $409 million related to the sale of our investment in Matterhorn.

Through 2025, achieved approximately 85% of our $1.0 billion business optimization plan.

To emphasize our commitment to maximizing free cash flow and creating value for shareholders, we have implemented a business optimization plan which is anticipated to improve our annual pre-tax cash flow by $1.0 billion.

The plan includes actions to achieve more efficient field-level operations and improvements in drilling and completion costs while improving operating margins and corporate costs.

These savings are on track to be achieved by the end of 2026 with approximately $850 million achieved through 2025.

Commodity pricing remained stable through 2023 and 2024.

During 2025, however, commodity prices have experienced heightened volatility and declines, driven primarily by economic uncertainty in global trade arising from geopolitical events and shifting trade policies, such as the imposition of tariffs by the U.S. and planned oil output increases by OPEC+.

We generated $6.7 billion of operating cash flow in 2025, demonstrating resilience despite lower oil prices through higher production volumes and lower taxes.

In April 2025, we announced our business optimization plan targeting $1.0 billion in annual pre-tax free cash flow improvements by the end of 2026 through enhanced capital efficiency, production optimization, commercial improvements and corporate cost reductions.

We achieved approximately 85% of these improvements through 2025, with the remainder to be realized by year-end 2026.

In 2025, WTI oil prices averaged $64.87 per Bbl versus $75.79 per Bbl in 2024, an approximately 14% decline amid continued market volatility.

Natural gas prices are expected to strengthen further in 2026 driven by increased LNG export capacity, strong power generation demand across multiple sectors, and continued producer discipline.

With continued capital efficiency gains and operational improvements, we expect to generate material amounts of free cash flow at current commodity price levels.

Our 2026 capital program reflects our continued commitment to capital discipline and efficiency.

Our 2026 capital budget is expected to be approximately 4% lower than 2025, driven by continued capital efficiency gains and optimized activity levels.

Our disciplined approach to capital allocation is expected to continue generating substantial free cash flow.

| | | 2025 | | | | % of Total | | | | 2024 | | | | Change | | |

| | | 2025 | | | | % of Total | | | | 2024 | | | | Change | | |

| | | 2025 | | | | % of Total | | | | 2024 | | | | Change | | |

Production volumes for the first quarter of 2026 are expected to decrease by approximately 1%, or 10 MBoe/d, as a result of severe winter weather conditions.

| | | 2025 | | | | Realization | | 2024 | | | | Change | | |

| | | 2025 | | | | Realization | | 2024 | | | | Change | | |

| WTI index | | $ | 64.87 | | | | | $ | 75.79 | | | | \-14 | % |

This decrease was partially offset by an increase in unhedged realized gas prices which was primarily due to higher Henry Hub index prices.

Realized prices were also positively impacted by oil, gas and NGL hedge cash settlements.

| | | 2025 | | | | 2024 | | | | Change | | |

| Oil | | $ | 162 | | | $ | 44 | | | | 268 | % |

| | | 2025 | | | | 2024 | | | | Change | | |

Production expenses increased in 2025 primarily due to increased activity in the Rockies related to the Grayson Mill acquisition in addition to new well activity in the Delaware Basin.

| | | 2025 | | | | 2024 | | | | Change | | |

| Asset impairments | | $ | 254 | | | $ | — | | | N/M | | |

DD&A increased in 2025 primarily due to higher volumes driven by the Grayson Mill acquisition and new well activity in the Delaware Basin.

In the first quarter of 2025, Devon rationalized two headquarters-related real estate assets resulting in total asset impairments of $254 million.

See [Note 5](#asset_impairments) in “Item 8.

| | | 2025 | | | | 2024 | | | | Change | | |

G&A per BOE decreased in 2025 due to the Grayson Mill acquisition efficiently expanding our operating scale and production.

Those objectives prioritize value creation through moderated capital investment and production growth, particularly with a view of the volatility in commodity prices, supply chain constraints and the economic uncertainty arising from inflation and geopolitical events.

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

Commodity prices 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 growth both simultaneously impacted the supply of these commodities.

In 2023, commodity prices weakened primarily due to economic uncertainty surrounding inflation and increased interest rates as well as certain geopolitical events.

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

supply.

We generated $6.6 billion of operating cash flow in 2024 as a result of the strength of our portfolio of assets and our operational execution.

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.

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

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 commitment to capital discipline and capital efficiency remains unchanged with our 2025 capital program.

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.

Due to our strategy of spending within cash flow, we expect to continue generating material amounts of free cash flow for 2025.

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.

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.

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

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

DD&A

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.

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

We also had an increase in non-labor costs which were primarily related to technology system upgrade projects.

| | | | | | | | | | | $ | (398 | ) |

In 2023, asset dispositions include a $64 million gain related to the difference between the fair value and the book value of assets contributed to the Water JV, which was partially offset by a $33 million loss related to the re-valuation of contingent earnout payments associated with divested Barnett assets.

The net impact of this debt activity is expected to increase our annual net financing costs by approximately $180 million.

Financial Information - Item 1.

For discussion on other, net, see [Note 5](#other_expenses) in “Item 8.

During 2023, we repaid $242 million of senior notes at maturity.

In addition to the fixed quarterly dividend, we paid a variable dividend in the first, second and third quarters of 2024 and each quarter of 2023.

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

| 2023: | | | | | | | | | | | | | | | |

| First quarter | $ | 133 | | | $ | 463 | | | $ | 596 | | | $ | 0.89 | |

| Second quarter | | 128 | | | | 334 | | | | 462 | | | $ | 0.72 | |

| Third quarter | | 127 | | | | 185 | | | | 312 | | | $ | 0.49 | |

| Fourth quarter | | 127 | | | | 361 | | | | 488 | | | $ | 0.77 | |

On September 27, 2024, Devon acquired the Williston Basin business of Grayson Mill.

The key terms to our oil and gas derivative financial instruments as of December 31, [removed: 2024] [added: 2025] are presented in [Note 3](#derivatives) in “Item 8.

At December 31, [removed: 2024,] [added: 2025,] a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately [removed: $300] [added: $150] million.

At December 31, [removed: 2024,] [added: 2025,] we had total debt of [removed: $8.9] [added: $8.4] billion.

[removed: $7.9] [added: $7.4] billion of this debt was comprised of debentures and notes that have fixed interest rates which average 5.7%.

The interest rate on the Term Loan was [removed: 5.81%] [added: 5.4%] at December 31, [removed: 2024.][added: 2025.]

We have made efforts to align the Program with the National Institute of Standards and Technology Cybersecurity Framework for risk management, and we conduct [removed: an annual assessment] [added: regular assessments] to identify areas for potential improvement and benchmark maturity relative to peers and other companies, as well as industry and other relevant standards.

Moreover, we perform regular internal testing of our systems and [removed: programs,] [added: processes,] including disaster recovery exercises and tabletop exercises.

The Manager of Digital Security has [removed: approximately] [added: over] 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.

[Table of Contents](#toc_page)

Risk Factors.”

Risks Factors.”

On February 1, 2023, we received a [removed: notice of violation] [added: NOV] from the EPA relating to alleged air permit violations by WPX Energy Permian, LLC during 2020 in New Mexico.

The Company has been engaging with the EPA to resolve each of these 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 [removed: $300,000.][added: $1 million.]

On [removed: May 29, 2024,] [added: August 28, 2025,] we received a NOV from the [removed: Oil Conservation Division of New Mexico] [added: EPA] relating to alleged [removed: reporting] [added: air permit] violations by Devon Energy Production Company, L.P. [removed: On February 10, 2025, CDM, a joint venture of the Company, received a NOV from the NMED relating to alleged air emission] and [removed: reporting violations under] [added: WPX Energy Permian, LLC during 2024 in] New Mexico [removed: environmental laws.][added: and western Texas.]

Devon has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party.

Devon believes proceedings under this threshold are not material to Devon’s business, financial condition and results of operations.

[Table of Contents](#toc_page)

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.

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.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was approximately [removed: $29.5] [added: $20.2] billion, based upon the closing price of [removed: $47.40] [added: $31.81] per share as reported by the New York Stock Exchange on such date.

On February [removed: 5, 2025, 649] [added: 4, 2026, 620] million shares of common stock were outstanding.

Portions of Registrant’s definitive Proxy Statement relating to Registrant’s [removed: 2025] [added: 2026] 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: Houston, Texas] [added: Oklahoma City, Oklahoma] | | Audit Firm ID: 185 |

| [PART I](#part_i) | | [removed: 6] [added: 7] |

| [Items 1 and 2. Business and Properties](#items_1_2_business_properties) | | [removed: 6] [added: 7] |

| [Item 1A. Risk Factors](#item_1a_risk_factors) | | [removed: 15] [added: 16] |

| [Item 1B. Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 25] [added: 27] |

| [Item 1C. Cybersecurity](#item1c_cybersecurity) | | [removed: 25] [added: 27] |

| [Item 3. Legal Proceedings](#item_3_legal_proceedings) | | [removed: 25] [added: 28] |

| [Item 4. Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 26] [added: 28] |

| [PART II](#part_ii) | | [removed: 27] [added: 29] |

| [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5) | | [removed: 27] [added: 29] |

| [Item 6. \[Reserved\]](#item_6_selected_financial_data) | | [removed: 28] [added: 30] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7) | | [removed: 29] [added: 31] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#item_7a) | | [removed: 45] [added: 48] |

| [Item 8. Financial Statements and Supplementary Data](#item_8) | | [removed: 46] [added: 49] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9) | | [removed: 92] [added: 94] |

| [Item 9A. Controls and Procedures](#item_9a_controls_procedure_s) | | [removed: 92] [added: 94] |

| [Item 9B. Other Information](#item_9b_or_information) | | [removed: 92] [added: 94] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | | [removed: 93] [added: 94] |

| [PART III](#part_iii) | | [removed: 94] [added: 95] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#item_10) | | [removed: 94] [added: 95] |

| [Item 11. Executive Compensation](#item_11_executive_compensation) | | [removed: 94] [added: 95] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12) | | [removed: 94] [added: 95] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#item_13) | | [removed: 94] [added: 95] |

| [Item 14. Principal Accountant Fees and Services](#item_14) | | [removed: 94] [added: 95] |

| [PART IV](#part_iv_1_1) | | [removed: 95] [added: 96] |

| [Item 15. Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_stmts_sched_2) | | [removed: 95] [added: 96] |

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

[removed: “2018 Senior] [added: “Senior] Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of [removed: October 5, 2018.][added: March 24, 2023.]

“Matterhorn” refers to Matterhorn Express Pipeline, LLC [removed: and] [added: and,] as applicable, its direct parent, MXP Parent, LLC.

our limited control over third parties who operate some of our oil and gas [removed: properties;][added: properties and investments;]

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

risks relating to our [removed: ESG] [added: sustainability] initiatives;

our ability to pay dividends and make share repurchases; [removed: and]

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

We [removed: focus on] [added: are committed to] providing fulfilling careers, meaningful benefits and a sense of inclusion and belonging.

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

“Coterra” means Coterra Energy, Inc.

“Merger” means the merger of Merger Sub with and into Coterra, Coterra 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 February 1, 2026, by and among the Company, Merger Sub and Coterra.

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

“OBBB” means One Big Beautiful Bill Act.

“WaterBridge” means WaterBridge Infrastructure LLC and WBI Operating LLC.

Any references to WaterBridge as a public company or its publicly-traded equity are to WaterBridge Infrastructure LLC individually.

the volatility of oil, gas and NGL prices, including from changes in trade relations and policies, such as the imposition of new or increased tariffs or other trade protection measures by the U.S., China or other countries;

competition for assets, materials, people and capital, which can be exacerbated by supply chain disruptions, including as a result of tariffs or other changes in trade policy;

risks associated with artificial intelligence and other emerging technologies;

risks related to the Merger, including restrictions on our operations during the pendency of the Merger, litigation risk, the risk that the Merger Agreement may be terminated and the risk that we may not realize the anticipated benefits of the Merger or successfully integrate the two companies; and

*Cultivating a culture of innovation and results* – We empower our people to leverage emerging technologies and drive superior results.

Our employees are at the center of value creation, delivering impactful results that share our long-term success.

Sustainability and EHS

In planning activities and making decisions, we consider potential environmental impacts along with operational, financial and other relevant factors.

The Delaware Basin is our top funded asset.

On April 1, 2025, Devon and BPX Energy dissolved their partnership and divided their acreage in the Eagle Ford Blackhawk field located in Texas' DeWitt County, resulting in increased operational flexibility for both parties.

| 2025 | | | | | | | | | | | | | | | | |

| Delaware Basin | | | 82 | | | | 297 | | | | 49 | | | | 180 | |

| Williston Basin | | | 33 | | | | 78 | | | | 17 | | | | 63 | |

| Total | | | 142 | | | | 505 | | | | 81 | | | | 307 | |

| 2025 | | | | | | | | | | | | | | | | |

| Delaware Basin | | $ | 63.52 | | | $ | 1.54 | | | $ | 19.50 | | | $ | 8.34 | |

| Williston Basin | | $ | 60.37 | | | $ | (0.06 | ) | | $ | 9.57 | | | $ | 9.85 | |

| Total | | $ | 62.77 | | | $ | 1.67 | | | $ | 18.28 | | | $ | 8.98 | |

| 2025 (2) | | | 266.1 | | | | — | | | | 70.5 | | | | — | | | | 336.6 | | | | — | | | | 336.6 | |

| Total | | | 15,035 | | | | 5,748 | | | | 3,514 | | | | 1,581 | | | | 18,549 | | | | 7,329 | |

| Total | | | 1,730 | | | | 1,059 | | | | 3,188 | | | | 1,310 | | | | 4,918 | | | | 2,369 | |

| Natural gas (Bcf) | | | 530 | | | | 149 | | | | 121 | | | | 110 | | | | 150 | |

[Table of Contents](#toc_page)

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

“2023 Senior Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of March 24, 2023.

the volatility of oil, gas and NGL prices;

competition for assets, materials, people and capital;

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

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

Environmental, Social and Governance

We consider the potential impacts of our operations when planning activities and making decisions.

Devon is also focused on conserving and reusing water and interacting with our value chain on our overall environmental goals.

The Delaware Basin is our top funded asset and is expected to receive approximately 55% of our capital allocation in 2025.

| 2022 | | | | | | | | | | | | | | | | |

| Delaware Basin | | | 77 | | | | 222 | | | | 38 | | | | 151 | |

| Anadarko Basin | | | 5 | | | | 81 | | | | 9 | | | | 28 | |

| Total | | | 109 | | | | 356 | | | | 54 | | | | 223 | |

| Delaware Basin | | $ | 94.87 | | | $ | 5.44 | | | $ | 34.33 | | | $ | 6.58 | |

| Anadarko Basin | | $ | 93.41 | | | $ | 6.36 | | | $ | 36.40 | | | $ | 10.10 | |

| Total | | $ | 94.11 | | | $ | 5.47 | | | $ | 34.18 | | | $ | 7.92 | |

| 2022 | | | 263.8 | | | | — | | | | 47.3 | | | | — | | | | 311.1 | | | | — | | | | 311.1 | |

| Total | | | 15,062 | | | | 5,479 | | | | 3,840 | | | | 1,679 | | | | 18,902 | | | | 7,158 | |

| Total | | | 1,834 | | | | 1,054 | | | | 3,196 | | | | 1,316 | | | | 5,030 | | | | 2,370 | |

| Natural gas (Bcf) | | | 438 | | | | 186 | | | | 122 | | | | 75 | | | | 55 | |

increased over the years and will likely continue to increase.

On February [removed: 5, 2025,] [added: 4, 2026,] there were [removed: 10,800] [added: 10,200] holders of record of our common stock.

The graph was prepared assuming $100 was invested on December 31, [removed: 2019] [added: 2020] 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: 2024] [added: 2025] (shares in thousands).

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

In the fourth quarter of [removed: 2024,] [added: 2025,] we repurchased [removed: 7.7] [added: 7.1] million common shares for [removed: $300] [added: $250] million, or [removed: $39.22] [added: $35.12] per share, under this share repurchase program.

| October 1 - October 31 | | | 2,266 | | | $ | 33.22 | | | | 2,263 | | | $ | 782 | |

| November 1 - November 30 | | | 2,723 | | | $ | 35.18 | | | | 2,721 | | | $ | 686 | |

| December 1 - December 31 | | | 2,142 | | | $ | 37.07 | | | | 2,135 | | | $ | 607 | |

| Total | | | 7,131 | | | $ | 35.12 | | | | 7,119 | | | | | |

| 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 | | | | | |

| [Report of Independent Registered Public Accounting Firm](#report_of_independent_registered_public) | | [removed: 47] [added: 50] |

| [Consolidated Statements of Comprehensive Earnings](#comprehensive_statements) | | [removed: 49] [added: 52] |

| [Consolidated Balance Sheets](#balance_sheet) | | [removed: 50] [added: 53] |

| [Consolidated Statements of Cash Flows](#cash_flow) | | [removed: 51] [added: 54] |

| [Consolidated Statements of Equity](#consolidated_statements_of_stockholders) | | [removed: 52] [added: 55] |

| [Notes to Consolidated Financial Statements](#note) | | [removed: 53] [added: 56] |

| [Note 1 – Summary of Significant Accounting [removed: Policies](#summaryofsignificantaccountingpolicies)] [added: Policies](#summary_of_significant_acct_policies_fn1)] | | [removed: 53] [added: 56] |

| [Note 2 – Acquisitions and Divestitures](#acquisitions_divestitures) | | [removed: 61] [added: 64] |

| [Note 3 – Derivative Financial Instruments](#derivatives) | | [removed: 63] [added: 66] |

| [Note 4 – Share-Based Compensation](#sharebasedcomp) | | [removed: 65] [added: 68] |

| [removed: [Note 5 –] Other, [removed: Net](#other_expenses)] [added: net] | | [removed: 66] | [added: 24 | | | | 96 | | | | 38 | |]

| [Note 6 – Income Taxes](#income_taxes) | | [removed: 67] [added: 70] |

| [Note 7 – Net Earnings Per Share](#eps) | | [removed: 69] [added: 72] |

| [Note 8 – Other Comprehensive Earnings (Loss)](#n10_or_comprehensive_earnings) | | [removed: 69] [added: 73] |

| [Note 9 – Supplemental Information to Statements of Cash Flows](#supplementalcashflow) | | [removed: 70] [added: 73] |

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

| [Note 11 – [removed: Property, Plant] [added: Property] and Equipment](#propertyplantandequipment)[](#propertyplantandequipment) | | [removed: 71] [added: 74] |

| [Note 12](#investments) [–](#leases) [Investments](#investments) | | [removed: 71] [added: 74] |

| [Note 13 – Debt and Related Expenses](#debt) | | [removed: 73] [added: 76] |

| [Note 14 – Leases](#leases) | | [removed: 75] [added: 78] |

| [Note 15 – Asset Retirement Obligations](#aro) | | [removed: 77] [added: 80] |

| [Note 16 – Retirement Plans](#retirementplans) | | [removed: 77] [added: 80] |

| [Note 17 – Stockholders’ Equity](#stockholdersequity) | | [removed: 81] [added: 83] |

| [Note 18 – Commitments and Contingencies](#commitments) | | [removed: 82] [added: 84] |

| [Note 19 – Fair Value Measurements](#fairvalue) | | [removed: 84] [added: 87] |

| [Note 20](#segment) [–](#leases) [Reportable Segments](#segment) | | [removed: 85] [added: 88] |

| [Note 21 – Supplemental Information on Oil and Gas Operations (Unaudited)](#supplementaloilandgas) | | [removed: 86] [added: 89] |

We have audited the accompanying consolidated balance sheets of Devon Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[added: 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.

The company recorded depletion expense of [removed: $3.3] [added: $3.6] billion for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: Houston,] [added: |] Texas [added: | | | 22 | | | | 11 | | | | 23 | |]

| | | Year Ended December 31, | | | | | | | | | | | [added: | | | | | | | | |]

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Oil, gas and NGL sales | | $ | [removed: 11,176] [added: 11,223] | | | $ | [removed: 10,791] [added: 11,176] | | | $ | [removed: 14,082] [added: 10,791] | |

| Oil, gas and NGL derivatives | | | [removed: 21] [added: 402] | | | | [removed: 118] [added: 21] | | | | [removed: (658] [added: 118] | [removed: )] |

| Marketing and midstream revenues | | | [removed: 4,743] [added: 5,563] | | | | [removed: 4,349] [added: 4,743] | | | | [removed: 5,745] [added: 4,349] | |

| Total revenues | | | [removed: 15,940] [added: 17,188] | | | | [removed: 15,258] [added: 15,940] | | | | [removed: 19,169] [added: 15,258] | |

| [Note 5 – Asset Impairments](#asset_impairments) | | 69 |

Oklahoma City, Oklahoma

| Asset impairments | | | 254 | | | | — | | | | — | |

| Net earnings | | $ | 2,681 | | | $ | 2,942 | | | $ | 3,782 | |

| Depreciation, depletion and amortization | | | 3,595 | | | | 3,255 | | | | 2,554 | |

| Asset impairments | | | 254 | | | | — | | | | — | |

| Acquisition of noncontrolling interests | | | (260 | ) | | | — | | | | — | |

| Repayment of finance leases | | | (282 | ) | | | — | | | | — | |

| Net earnings | | | — | | | | — | | | | — | | | | 2,642 | | | | — | | | | — | | | | 39 | | | | 2,681 | |

| Contributions from noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14 | | | | 14 | |

| Acquisition of noncontrolling interests | | | — | | | | — | | | | (17 | ) | | | — | | | | — | | | | — | | | | (238 | ) | | | (255 | ) |

| Balance as of December 31, 2025 | | | 622 | | | $ | 62 | | | $ | 5,388 | | | $ | 10,200 | | | $ | (122 | ) | | $ | — | | | $ | — | | | $ | 15,528 | |

On August 1, 2025, Devon completed the acquisition of all outstanding noncontrolling interests in CDM for $260 million.

As a result of this transaction, Devon owns 100% of the equity interests in CDM.

The acquisition of the noncontrolling interests was accounted for as an equity transaction, resulting in a $17 million, net of tax, reduction in Devon's additional paid-in capital within the consolidated balance sheet.

This amount represents the difference between the carrying amount of the noncontrolling interests and the consideration paid.

| Marketing and midstream revenues | | | 5,563 | | | | 4,743 | | | | 4,349 | |

The three-way price collars consist of a two-way collar with an additional short put option sold by Devon.

These contracts cash-settle similarly to the two-way collars unless the market price falls below the additional short put, causing the company to receive the market price plus the long put to short put price differential.

both the asset retirement obligation and the asset retirement cost.

See [Note 6](#income_taxes) for Devon's disclosure.

Asset Exchange

The assets exchanged were in close proximity and shared similar geological characteristics.

The transaction was accounted for as an equal, non-monetary exchange, as it did not result in a significant change to the risks, expected future cash flows or the timing of those cash flows, and therefore was determined to lack commercial substance.

As a result, the new acreage and underlying property costs were recorded at the historical cost of the assets exchanged.

Divestiture of Matterhorn Investment

During 2025, Devon sold its investment in Matterhorn for $409 million and recognized a pre-tax gain of $342 million ($266 million, net of tax), which was recorded to asset dispositions on the accompanying consolidated statements of comprehensive earnings.

Pending Merger

On February 1, 2026, Devon, Coterra and Merger Sub entered into the Merger Agreement, providing for an all-stock merger of equals.

Coterra is an oil and gas exploration and production company with assets in the Delaware Basin in Texas and New Mexico, Marcellus Shale in Pennsylvania and the Anadarko Basin in Oklahoma.

On the closing date of the Merger, each share of Coterra common stock will be automatically converted into the right to receive 0.70 of a share of Devon common stock.

No fractional shares of Devon’s common stock will be issued in the Merger, and holders of shares of Coterra common stock will, instead, receive cash in lieu of fractional shares of Devon common stock, if any.

The Merger has been unanimously approved by the boards of directors of Devon and Coterra and remains subject to the approval of Coterra shareholders, and the issuance of shares of Devon common stock in the Merger remains subject to the approval of Devon shareholders.

The Merger is expected to close in the second quarter of 2026, subject to shareholder and regulatory approvals and other customary closing conditions.

| Q1-Q4 2026 | | | 103,529 | | | $ | 49.73 | | | $ | 59.85 | | | $ | 71.54 | |

| Q1-Q4 2027 | | | 6,942 | | | $ | 47.64 | | | $ | 57.64 | | | $ | 65.84 | |

| Q1-Q4 2026 | | NYMEX Roll | | | 23,803 | | | $ | 0.10 | |

| Q1-Q4 2026 | | | 247,500 | | | $ | 3.80 | | | | 220,000 | | | $ | 3.24 | | | $ | 4.92 | |

| G&A | | $ | 89 | | | $ | 98 | | | $ | 92 | |

| Granted | | | 2,679 | | | $ | 34.11 | | | | 510 | | | $ | 45.92 | |

| | | |

[Table of Contents](#toc_page)

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)

February 19, 2025

DEVON ENERGY CORPORATION AND SUBSIDIARIES

| | | | | | | | | | | | | |

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

| Other property and equipment, net ($178 million and $136 million related to CDM in 2024 and 2023, respectively) | | | 1,813 | | | | 1,503 | |

| Treasury stock, at cost, 0.3 million shares in 2023 | | | — | | | | (13 | ) |

| Balance as of December 31, 2021 | | | 663 | | | $ | 66 | | | $ | 7,636 | | | $ | 1,692 | | | $ | (132 | ) | | $ | — | | | $ | 137 | | | $ | 9,399 | |

| Net earnings | | | — | | | | — | | | | — | | | | 6,015 | | | | — | | | | — | | | | 22 | | | | 6,037 | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The assets of CDM cannot be used by Devon for general corporate purposes and are included in and disclosed parenthetically on Devon's consolidated balance sheets.

The carrying amount of liabilities related to CDM for which the creditors do not have recourse to Devon's assets are also included in and disclosed parenthetically, if material, on Devon's consolidated balance sheets.

Devon’s reported midstream revenue primarily relates to its interest in CDM.

For the year ended December 31, 2022, sales to one customer accounted for approximately 15% of Devon's sales revenue.

authority.

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

Certain of Devon’s lease agreements include variable payments based on usage or rental payments adjusted periodically for inflation.

Under this ASU, the scope and frequency of segment disclosures has increased to provide investors with additional detail about information utilized by an entity's "Chief Operating Decision Maker." See [Note 20](#segment_footnote) for Devon's disclosure.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

This ASU will result in additional disclosures for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued.

This ASU is effective for Devon beginning with its 2027 annual reporting and interim periods beginning in 2028.

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

The preliminary purchase price assessment remains an ongoing process and is subject to change for up to one year subsequent to the closing date of the acquisition.

| | | | | |

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

*Grayson Mill Revenues and Earnings*

From the date of the acquisition through December 31, 2024, revenues and net earnings included in Devon's consolidated statements of comprehensive earnings associated with these assets totaled $687 million and $122 million, respectively.

*Acquisitions*

The exchange is expected to close at the beginning of the second quarter of 2025.

In the third quarter of 2022, Devon completed its acquisition of producing properties and leasehold interests located in the Eagle Ford and Williston Basin for cash consideration of approximately $1.7 billion and $830 million, respectively, net of purchase price adjustments.

The total estimated proved reserves associated with these Eagle Ford and Williston Basin assets were approximately 87 MMBoe and 66 MMBoe, respectively.

Each of these acquisitions were accounted for as asset acquisitions as substantially all of the fair value was concentrated in a group of similar assets.

Each of the acquisitions resulted in the purchase of producing properties and leasehold interests in a defined geographical and geological area, and substantially all of the assets have similar risk characteristics.

The value of the final contingent earnout payment included within other current assets in the December 31, 2024 consolidated balance sheet was $20 million.

| | | Price Swaps | | | | | | | | Price Collars | | | | | | | | | | | |

| Period | | Volume (Bbls/d) | | | | Weighted Average Price ($/Bbl) | | | | Volume (Bbls/d) | | | | Weighted Average Floor Price ($/Bbl) | | | | Weighted Average Ceiling Price ($/Bbl) | | | |

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: 2024,] [added: 2025,] 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: 19, 2025,] [added: 18, 2026,] management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] as stated in their report, which is included under “Item 8.

[removed: Other than incorporating Grayson Mill's processes and procedures, there were] [added: There was] no [removed: changes] [added: change] in our internal control over financial reporting during the fourth quarter of [removed: 2024] [added: 2025] 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.

[Table of Contents](#toc_page)

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

| 2.1 | | [added: [Securities] Purchase [removed: and Sale] Agreement, dated [removed: December 17, 2019,] [added: July 8, 2024,] by and [removed: between Devon] [added: 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 [removed: Production Company, L.P. and BKV Barnett,] [added: Williston,] LLC [removed: ([incorporated] [added: and Registrant (incorporated] by reference to Exhibit 2.1 to Registrant’s Form 8-K filed [removed: December 18, 2019;] [added: July 8, 2024;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312519317560/d842688dex21.htm)).*] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312524176302/d519064dex21.htm)] |

| 2.3 | | [removed: Agreement] [added: [Agreement] and Plan of Merger, dated [removed: September 26, 2020,] [added: as of February 1, 2026,] by and among [removed: Registrant, East] [added: Devon Energy Corporation, Cubs] Merger Sub, Inc., and [removed: WPX] [added: Coterra] Energy, Inc. [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K, filed [removed: September 28, 2020;] [added: February 2, 2026;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312520255422/d23566dex21.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312526032720/d75203dex21.htm)] |

| [removed: 2.4] [added: 2.2] | | [added: [Amendment to] Securities Purchase Agreement, dated [removed: July 8,] [added: 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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit [removed: 2.1] [added: 2.2] to Registrant’s Form [removed: 8-K] [added: 10-Q] filed [removed: July 8,] [added: November 6,] 2024; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524176302/d519064dex21.htm)).*] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095017024121981/dvn-ex2_2.htm)] |

| [removed: 2.5] [added: 4.23] | | [removed: Amendment to Securities Purchase] [added: [Registration Rights] Agreement, dated [added: as of] September 27, 2024, by and among [removed: 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 [removed: ([incorporated] [added: and the stockholders from time to time party thereto (incorporated] by reference to Exhibit [removed: 2.2] [added: 4.4] to Registrant’s Form 10-Q filed November 6, 2024; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024121981/dvn-ex2_2.htm)).*] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095017024121981/dvn-ex4_4.htm)] |

| 3.1 | | [removed: Registrant’s] [added: [Registrant’s] Restated Certificate of Incorporation [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 3.1 to Registrant’s Form 8-K filed June 12, 2023; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312523165308/d518538dex31.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312523165308/d518538dex31.htm)] |

| 3.2 | | [removed: Registrant’s] [added: [Registrant’s] Bylaws [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 3.2 to Registrant’s Form 8-K filed June 12, 2023; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312523165308/d518538dex32.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312523165308/d518538dex32.htm)] |

| 4.1 | | [removed: Indenture,] [added: [Indenture,] dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed July 12, 2011; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095012311065185/d83452exv4w1.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095012311065185/d83452exv4w1.htm)] |

| 4.2 | | [removed: Supplemental] [added: [Supplemental] Indenture No. 1, dated as of July 12, 2011, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.60% Senior Notes due 2041 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.2 to Registrant’s Form 8-K filed July 12, 2011; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095012311065185/d83452exv4w2.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095012311065185/d83452exv4w2.htm)] |

| 4.3 | | [removed: Supplemental] [added: [Supplemental] Indenture No. 2, dated as of May 14, 2012, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 4.750% Senior Notes due 2042 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed May 14, 2012; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312512231109/d352279dex41.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312512231109/d352279dex41.htm)] |

| 4.4 | | [removed: Supplemental] [added: [Supplemental] Indenture No. 4, dated as of June 16, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.000% Senior Notes due 2045 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed June 16, 2015; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312515224683/d943351dex41.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312515224683/d943351dex41.htm)] |

| 4.5 | | [removed: Supplemental] [added: [Supplemental] Indenture No. [removed: 5, dated as of December 15, 2015, to Indenture] [added: 7,] dated as of [removed: July 12, 2011,] [added: June 9, 2021,] between Registrant and UMB Bank, National Association, as Trustee, relating to the [removed: 5.850%] [added: 5.250%] Senior Notes due [removed: 2025 ([incorporated] [added: 2027, 5.875% Senior Notes due 2028 and 4.500% Senior Notes due 2030 (incorporated] by reference to Exhibit [removed: 4.1] [added: 4.3] to Registrant’s Form 8-K filed [removed: December 15, 2015;] [added: June 9, 2021;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312515403754/d105477dex41.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex43.htm)] |

| [removed: 4.6] [added: 4.19] | | [removed: Supplemental] [added: [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 [removed: ([incorporated] [added: (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: 4.7] [added: 4.6] | | [removed: Indenture,] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 of Registrant’s Form 8-K filed April 9, 2002; File No. [removed: 000-30176](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)).] [added: 000-30176).](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-1.txt)] |

| [removed: 4.8] [added: 4.7] | | [removed: Supplemental] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.2 to Registrant’s Form 8-K filed April 9, 2002; File No. [removed: 000-30176](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)).] [added: 000-30176).](https://www.sec.gov/Archives/edgar/data/1090012/000095013402003504/d95919ex4-2.txt)] |

| [removed: 4.9] [added: 4.8] | | [removed: Supplemental] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed March 22, 2018; File No. [removed: 000-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312518092146/d551370dex41.htm)).] [added: 000-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312518092146/d551370dex41.htm)] |

| [removed: 4.10] [added: 4.9] | | [removed: Indenture,] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.7 to Registrant’s Registration Statement on Form S-4 filed October 31, 2001; File No. [removed: 333-68694](https://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)).] [added: 333-68694).](https://www.sec.gov/Archives/edgar/data/1090012/000095013401507773/d90138a2ex4-7.txt)] |

| [removed: 4.11] [added: 4.10] | | [removed: Assignment] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 to Registrant’s Form 10-Q filed August 7, 2019; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex41_662.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex41_662.htm)] |

| [removed: 4.12] [added: 4.11] | | [removed: Senior] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.4 to Ocean Energy Inc.’s Form 10-K filed March 23, 1998; File No. [removed: 001-08094](https://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)).] [added: 001-08094).](https://www.sec.gov/Archives/edgar/data/320321/0000320321-98-000034.txt)] |

| [removed: 4.13] [added: 4.12] | | [removed: First] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.10 to Ocean Energy, Inc.’s Form 10-Q filed May 17, 1999; File No. [removed: 001-08094](https://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)).] [added: 001-08094).](https://www.sec.gov/Archives/edgar/data/320321/0000320321-99-000064.txt)] |

| [removed: 4.14] [added: 4.13] | | [removed: Second] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 99.4 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. [removed: 033-06444](https://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)).] [added: 033-06444).](https://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)] |

| [removed: 4.15] [added: 4.14] | | [removed: Third] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.27 of Registrant’s Form 10-K filed March 3, 2006; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095013406004215/d33154exv4w27.htm)] |

| [removed: 4.16] [added: 4.15] | | [removed: Indenture,] [added: [Indenture,] dated as of September 8, 2014, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee [removed: ([incorporated] [added: (incorporated] herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed September 8, 2014; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex41.htm)).] [added: 001-35322).](https://www.sec.gov/Archives/edgar/data/1518832/000119312514335680/d786023dex41.htm)] |

| [removed: 4.17] [added: 4.16] | | [removed: Fourth] [added: [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 [removed: ([incorporated] [added: (incorporated] herein by reference to Exhibit 4.1 to WPX Energy, Inc.'s Form 8-K filed on September 24, 2019; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)).] [added: 001-35322).](https://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)] |

| [removed: 4.18] [added: 4.17] | | [removed: Fifth] [added: [Fifth] Supplemental Indenture, dated as of January 10, 2020, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 4.500% Senior Notes due 2030 [removed: ([incorporated] [added: (incorporated] herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed January 10, 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/1518832/000110465920003062/tm201152d5_ex4-1.htm)] |

| [removed: 4.19] [added: 4.18] | | [removed: Sixth] [added: [Sixth] Supplemental Indenture, dated as of June 17, 2020, between WPX Energy, Inc. and the Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 5.875% Senior Notes due 2028 [removed: ([incorporated] [added: (incorporated] herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed June 17, 2020; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] [added: 001-35322).](https://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)] |

| [removed: 4.20] [added: 4.21] | | [removed: Supplemental] [added: [Supplemental] Indenture No. [removed: 7,] [added: 1,] 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: 5.250% Senior Notes due 2027, the 5.875% Senior Notes due 2028 and the 4.500%] [added: 5.200%] Senior Notes due [removed: 2030 ([incorporated] [added: 2034 (incorporated] by reference to Exhibit [removed: 4.5] [added: 4.2] 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/d890210dex42.htm)] |

| [removed: 4.21] [added: 4.20] | | [removed: Indenture,] [added: [Indenture,] dated as of August 28, 2024, by and between Registrant and U.S. Bank Trust Company, National Association [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 4.1 to Registrant’s Form 8-K filed August 28, 2024; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex41.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex41.htm)] |

| 4.22 | | [removed: Supplemental] [added: [Supplemental] Indenture No. [removed: 1,] [added: 2,] dated as of August 28, 2024, by and between Registrant and U.S. Bank Trust Company, National Association, relating to the [removed: 5.200%] [added: 5.750%] Senior Notes due [removed: 2034 ([incorporated] [added: 2054 (incorporated] by reference to Exhibit [removed: 4.2] [added: 4.3] to Registrant’s Form 8-K filed August 28, 2024; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex42.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex43.htm)] |

| [removed: 4.24] [added: 10.4] | | [removed: Registration Rights] [added: [Delayed Draw Term Loan Credit] Agreement, dated [removed: as of September 27,] [added: August 12,] 2024, by and among [removed: Registrant and the stockholders] [added: Registrant, as Borrower, each lender] from time to time party [removed: thereto ([incorporated] [added: thereto, and Bank of America, N.A., as Administrative Agent (incorporated] by reference to Exhibit [removed: 4.4] [added: 10.1] to Registrant’s Form [removed: 10-Q] [added: 8-K] filed [removed: November 6,] [added: August 12,] 2024; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024121981/dvn-ex4_4.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312524198887/d746922dex101.htm)] |

| [removed: 4.25] [added: 4.24] | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000095017025022844/dvn-ex4_25.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000119312526056485/dvn-ex4_24.htm)] |

| 10.1 | | [removed: Amended] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 10.1 to Registrant’s Form 8-K filed March 28, 2023; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312523082221/d480970dex101.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000119312523082221/d480970dex101.htm)] |

| 10.2 | | [removed: Extension] [added: [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 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed May 2, 2024; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024051757/dvn-ex10_1.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095017024051757/dvn-ex10_1.htm)] |

| 10.3 | | [removed: Delayed Draw Term Loan Credit] [added: [Extension] Agreement, dated [removed: August 12, 2024, by] [added: as of March 24, 2025, to the Amended] and [added: Restated Credit Agreement, dated as of March 24, 2023,] among Registrant, as Borrower, [added: Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and] each [removed: lender] [added: Lender and L/C Issuer] from time to time party thereto, [removed: and Bank] [added: with respect to Borrower’s extension] of [removed: America, N.A., as Administrative Agent ([incorporated] [added: the maturity date from March 24, 2029 to March 24, 2030 (incorporated] by reference to Exhibit 10.1 to Registrant’s Form [removed: 8-K] [added: 10-Q] filed [removed: August 12, 2024;] [added: May 7, 2025;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524198887/d746922dex101.htm)).] [added: 001-32318).](https://www.sec.gov/Archives/edgar/data/1090012/000095017025065278/dvn-ex10_1.htm)] |

| [removed: 10.4] [added: 10.20] | | [removed: Devon] [added: [Devon] Energy Corporation [removed: 2022 Long-Term Incentive] [added: Supplemental Contribution] Plan (amended and restated effective as of [removed: June 4, 2024) ([incorporated] [added: January 1, 2021) (incorporated] by reference to Exhibit [removed: 10.1 to] [added: 10.16 of] Registrant’s Form [removed: 10-Q] [added: 10-K] filed [removed: August 7, 2024;] [added: February 16, 2022;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017024092424/dvn-ex10_1.htm)).] [added: 001-32318).*](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1016_476.htm)] |

| [removed: 10.5] [added: 10.6] | | [removed: Devon] [added: [Devon] Energy Corporation 2017 Long-Term Incentive Plan [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 99.1 to Registrant’s Form S-8 filed June 7, 2017; File No. [removed: 333-218561](https://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)).] [added: 333-218561).*](https://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)] |

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

| [removed: 10.7] [added: 10.8] | | [removed: WPX] [added: [WPX] Energy, Inc. 2013 Incentive Plan, and amendments No. 1 and No. 2 thereto [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed on February 19, 2018; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)).] [added: 001-35322).*](https://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)] |

| [removed: 10.8] [added: 10.9] | | [removed: Amendment] [added: [Amendment] No. 3 to the WPX Energy, Inc. 2013 Incentive Plan [removed: ([incorporated] [added: (incorporated] by reference to Appendix A to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A filed March 29, 2018; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm)).] [added: 001-35322).*](https://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm)] |

| [removed: 10.9] [added: 10.10] | | [removed: Amendment] [added: [Amendment] No. 4 to the WPX Energy, Inc. 2013 Incentive Plan and Global Amendment to Restricted Stock Unit Agreements effective December 1, 2021 [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 10.7 of Registrant’s Form 10-K filed February 16, 2022; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm)).] [added: 001-32318).*](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm)] |

| [removed: 10.10] [added: 10.11] | | [removed: Devon] [added: [Devon] Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of January 1, 2021) [removed: ([incorporated] [added: (incorporated] by reference to Exhibit 10.9 of Registrant’s Form 10-K filed February 16, 2022; File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)).] [added: 001-32318).*](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)] |

| 10.5 | | [Devon Energy Corporation 2022 Long-Term Incentive Plan (amended and restated effective as of November 19, 2025).*](https://www.sec.gov/Archives/edgar/data/1090012/000119312526056485/dvn-ex10_5.htm) |

| | | |

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

| 2.2 | | First Amendment to Purchase and Sale Agreement, dated April 13, 2020, by and between Devon Energy Production Company, L.P., BKV Barnett, LLC, and solely with respect to certain provisions therein, BKV Oil & Gas Capital Partners, L.P. ([incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed April 14, 2020; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459020016686/dvn-ex21_7.htm)). |

[Table of Contents](#toc_page)

| 4.23 | | Supplemental Indenture No. 2, dated as of August 28, 2024, by and between Registrant and U.S. Bank Trust Company, National Association, relating to the 5.750% Senior Notes due 2054 ([incorporated by reference to Exhibit 4.3 to Registrant’s Form 8-K filed August 28, 2024; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312524208803/d890210dex43.htm)). |

| 10.37 | | Second Amendment to the WPX Energy Nonqualified Deferred Compensation Plan, executed December 15, 2021 ([incorporated by reference to Exhibit 10.38 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1038_474.htm)). |

| 10.40 | | WPX Energy Nonqualified Restoration Plan, effective January 1, 2015 ([incorporated by reference to Exhibit 10.41 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1041_472.htm)). |

| 10.41 | | First Amendment to the WPX Energy Nonqualified Restoration Plan, executed January 4, 2021 ([incorporated by reference to Exhibit 10.42 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1042_471.htm)). |

| 10.42 | | Second Amendment to the WPX Energy Nonqualified Restoration Plan, executed December 15, 2021 ([incorporated by reference to Exhibit 10.43 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1043_470.htm)). |

| 10.54 | | 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)). |

| 97 | | Devon Energy Corporation Clawback Policy, adopted on November 29, 2023 ([incorporated by reference to Exhibit 97 to Registrant’s Form 10-K filed February 28, 2024; File No. 001-32318](https://www.sec.gov/ix?doc=/Archives/edgar/data/1090012/000095017024021781/dvn-20231231.htm)). |

* Portions of this exhibit have been omitted in accordance with Item 601(b)(2)(ii) of Regulation S-K.

| /s/ [removed: RICHARD E. MUNCRIEF] [added: CLAY M. GASPAR] | | President, Chief Executive Officer and | February [removed: 19, 2025] [added: 18, 2026] |

| [removed: Richard E. Muncrief] [added: Clay M. Gaspar] | | Director (Principal executive officer) | |

| /s/ JEFFREY L. RITENOUR | | Executive Vice President | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ JOHN B. SHERRER | | Vice President, Accounting and Controller | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ JOHN E. BETHANCOURT | | Chair and Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ BARBARA M. BAUMANN | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ ANN G. FOX | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ GENNIFER F. KELLY | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ KELT KINDICK | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ KARL F. KURZ | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ MICHAEL N. MEARS | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ ROBERT A. MOSBACHER, JR. | | Director | February [removed: 19, 2025] [added: 18, 2026] |

| /s/ VALERIE M. WILLIAMS | | Director | February [removed: 19, 2025] [added: 18, 2026] |

February 18, 2026

| | | | |

| /s/ BRENT J. SMOLIK | | Director | February 18, 2026 |

| Brent J. Smolik | | | |

| | | | |

February 19, 2025

| /s/ JOHN KRENICKI JR. | | Director | February 19, 2025 |

| John Krenicki Jr. | | | |