Devon Energy Corporation

04/21/2026 | Press release | Distributed by Public on 04/21/2026 14:11

Amendment to Annual Report (Form 10-K/A)

Devon Energy Corporation (the "Company," "Devon," "our," "us" or "we") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Original Filing"), which was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 18, 2026. This Amendment is being filed to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from the definitive proxy statement if such statement is filed no later than 120 days after the end of the fiscal year covered by the Form 10-K. We are filing this Amendment to include Part III information in the Original Filing.

This Amendment amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Filing. The cover page of our Original Filing is also amended to delete the reference to the incorporation by reference of portions of our definitive proxy statement into Part III of the Original Filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Item 15 of Part IV of the Original Filing is hereby amended solely to include, as Exhibits 31.3 and 31.4, new certifications by the Company's principal executive officer and principal financial officer pursuant to Rule 13a-14(a) under the Exchange Act.

Except as set forth herein, this Amendment does not amend or otherwise update any other information in the Original Filing, and the Original Filing, as amended by this Amendment, continues to speak as of the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

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Information Regarding Forward-Looking Statements

This Amendment includes "forward-looking statements" within the meaning of the federal securities laws. Such statements include those concerning strategic plans, our expectations and objectives for future operations, as well as other future events or conditions, and are often identified by use of the words and phrases "expects," "believes," "will," "would," "could," "continue," "may," "aims," "likely to be," "intends," "forecasts," "projections," "estimates," "plans," "expectations," "targets," "opportunities," "potential," "anticipates," "outlook" and other similar terminology. All statements, other than statements of historical facts, included in this Amendment that address activities, events or developments that Devon expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to:

the volatility of oil, gas and natural gas liquids 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;
uncertainties inherent in estimating oil, gas and natural gas liquids reserves;
the extent to which we are successful in acquiring and discovering additional reserves;
the uncertainties, costs and risks involved in our operations;
risks related to our hedging activities;
our limited control over third parties who operate some of our oil and gas properties and investments;
midstream capacity constraints and potential interruptions in production, including from limits to the build out of midstream infrastructure;
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;
regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to federal lands, environmental matters, water disposal and tax matters;
climate change and risks related to regulatory, social and market efforts to address climate change;
risks relating to our sustainability initiatives;
claims, audits and other proceedings impacting our business, including with respect to historic and legacy operations;
governmental interventions in energy markets;
counterparty credit risks;
risks relating to our indebtedness;
cybersecurity risks;
risks associated with artificial intelligence and other emerging technologies;
the extent to which insurance covers any losses we may experience;
risks related to shareholder activism;
our ability to successfully complete mergers, acquisitions and divestitures;
our ability to pay dividends and make share repurchases;
risks related to the pending merger transaction between Devon and Coterra Energy Inc., including restrictions on our operations during the pendency of the merger, litigation risk, the risk that the merger agreement for the transaction may be terminated and the risk that we may not realize the anticipated benefits of the merger or successfully integrate the two companies; and
any of the other risks and uncertainties discussed in this Amendment, the Original Filing or our other SEC filings.

The forward-looking statements included in this filing speak only as of the date of this Amendment, represent management's current reasonable expectations as of the date of this filing and are subject to the risks and uncertainties identified above as well as those described elsewhere in this Amendment, the Original Filing and in other documents we file from time to time with the SEC. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in this Amendment, the Original Filing and in the other documents we file from time to time with the SEC. All subsequent written and oral forward-looking statements attributable to Devon, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. We do not undertake, and expressly disclaim, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.

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DEVON ENERGY CORPORATION

AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K

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Devon Energy Corporation published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 21, 2026 at 20:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]