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Devon Energy agrees to sell Eagle Ford assets

The agreement uses a July 1, 2026 effective date, while closing remains subject to regulatory approvals and customary conditions.

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Form Type
8-K

Rhea-AI Filing Summary

Devon Energy Corporation agreed to sell its Eagle Ford oil and gas assets in South Texas for $4.2 billion in cash, subject to purchase price adjustments. Devon Energy Production Company, L.P., a wholly owned subsidiary, is the seller. Crescent (Eagle Ford) LLC is the purchaser, and Crescent Energy Finance LLC is party for certain limited purposes; both are wholly owned subsidiaries of Crescent Energy Company. The agreement has an effective date of July 1, 2026.

The sale is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions. Devon said the sale would allow it to accelerate share buybacks and strengthen its balance sheet. It also identified purchase-price adjustments as affecting actual proceeds, and commodity prices or market conditions as potential factors affecting its ability to complete anticipated share repurchases and debt reductions. Devon plans to provide further details, including the impact on its outlook, with third-quarter results on November 5, 2026; its conference call and webcast are scheduled for November 6, 2026.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Cash consideration $4.2 billion in cash Sale of Eagle Ford assets; subject to customary closing adjustments.
Effective date July 1, 2026 Effective date under the sale agreement.
Expected closing period Fourth quarter of 2026 or early 2027 Expected transaction closing.
Third-quarter results November 5, 2026 Devon said it would provide additional details, including the impact on its outlook.
Conference call and webcast November 6, 2026 Scheduled to follow the third-quarter results announcement.
purchase price adjustments financial
"subject to certain purchase price adjustments"
Purchase price adjustments are changes made to the agreed sale price of a company after closing to reflect actual financial facts—like cash on hand, debts, or inventory—found when final accounts are prepared. Think of it as the final bill after a home inspection: the buyer and seller settle differences so the price matches reality. For investors, these adjustments affect the true cost, future earnings and cash flow from a deal, and therefore the value of the investment.
customary closing conditions regulatory
"subject to customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
Hart-Scott-Rodino Antitrust Improvements Act regulatory
"waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.
hold case financial
"price above our internal hold case"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is DVN selling its Eagle Ford assets for?

Devon agreed to sell its Eagle Ford assets for $4.2 billion in cash, subject to customary closing adjustments. Devon Energy Production Company, L.P., a wholly owned Devon subsidiary, is the seller, and Crescent (Eagle Ford) LLC is the purchaser.

When is the DVN Eagle Ford sale expected to close?

The sale is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions.

What regulatory condition applies to the DVN Eagle Ford sale?

Closing is subject to regulatory approvals and customary conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
DEVON ENERGY CORP/DE false 0001090012 0001090012 2026-10-08 2026-10-08
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2026

 

 

Devon Energy Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32318   73-1567067

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

THREE MEMORIAL CITY PLAZA
840 GESSNER ROAD, SUITE 1400
HOUSTON, Texas 77024
(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 589-4600

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   DVN   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 7.01

Regulation FD Disclosure.

On October 8, 2026, Devon Energy Corporation (the “Company” or “Devon”) issued a press release announcing the Agreement, as defined and described in Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

 

Item 8.01

Other Events.

On October 8, 2026, Devon Energy Production Company, L.P. (the “Seller”), a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”) with Crescent (Eagle Ford) LLC (the “Purchaser”), and, for certain limited purposes, Crescent Energy Finance LLC, each a wholly-owned subsidiary of Crescent Energy Company, pursuant to which the Seller agreed to sell certain oil and gas assets located in the Eagle Ford in South Texas to the Purchaser for $4.2 billion in cash, subject to certain purchase price adjustments. The purchase price adjustments include, among other things, allocations of certain revenues and expenses based on a July 1, 2026 effective date. The transaction is expected to close in the fourth quarter of 2026 or early 2027, and the closing is subject to customary conditions, including, among other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Forward-Looking Statements

This Current Report 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 Current Report 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 delay or failure to consummate the transaction due to unsatisfied closing conditions or otherwise; the actual amount of proceeds received due to purchase price adjustments, and the ultimate use of those proceeds; changes in commodity prices, market conditions or other circumstances that could negatively impact Devon’s ability to complete the anticipated share repurchases and debt reductions; and any of the other risks and uncertainties discussed in Devon’s 2025 Annual Report on Form 10-K (the “2025 Form 10-K”) or other filings with the Securities and Exchange Commission (“SEC”).

The forward-looking statements included in this Current Report speak only as of the date of this Current Report, represent management’s current reasonable expectations as of the date of this Current Report and are subject to the risks and uncertainties identified above as well as those described elsewhere in the 2025 Form 10-K and in other documents Devon files from time to time with the SEC. Devon cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in the 2025 Form 10-K and in other documents Devon files 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. Devon does not undertake, and expressly disclaims, any duty to update or revise our forward-looking statements based on new information, future events or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description of Exhibits

99.1    Press release, dated October 8, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DEVON ENERGY CORPORATION
By:  

/s/ Adam M. Vela

  Adam M. Vela
  Senior Vice President and General Counsel

Date: October 8, 2026

Exhibit 99.1

 

LOGO      

Devon Energy Corporation

Three Memorial City Plaza

840 Gessner Road, Suite 1400

Houston, TX 77024

Devon Energy Announces Agreement to Exit the Eagle Ford for $4.2 Billion

Transaction high-grades Devon’s portfolio, monetizes at an attractive valuation and enhances financial flexibility

HOUSTON – October 8, 2026 – Devon Energy Corp. (NYSE: DVN) today announced it has entered into a definitive agreement to sell its Eagle Ford assets to Crescent Energy Company for total consideration of $4.2 billion in cash, subject to customary closing adjustments.

“This sale is a direct outcome of our ongoing portfolio review, and it sharpens our focus on the highest-return, longest-duration assets,” said Clay Gaspar, President and Chief Executive Officer. “Over the past several years, we have leveraged technology to lower costs and increase productivity while coring up our Eagle Ford acreage footprint, and the attractive price agreed to reflects both the quality of the assets and that work. Selling a relatively mature asset into a strong commodity price environment improves our go-forward capital efficiency and allows us to accelerate share buybacks, strengthen our balance sheet and increase long-term value for shareholders.”

TRANSACTION HIGHLIGHTS

 

  •  

Asset details: The Eagle Ford assets to be sold consist of approximately 90,000 net acres in Karnes, DeWitt, and Gonzales Counties, Texas. The assets represent approximately 4% of Devon’s total BOE production.

 

  •  

Attractive valuation: The $4.2 billion purchase price fully reflects the value of Devon’s Eagle Ford production and inventory and is accretive on a per share basis to Free Cash Flow and Net Asset Value.

 

  •  

Portfolio high-grading and improved capital efficiency: The divestiture lengthens Devon’s inventory life, lowers the go-forward corporate breakeven and reduces the corporate base production decline rate.

 

  •  

Financial flexibility: After-tax proceeds will be used to accelerate share repurchases and to strengthen the balance sheet through debt reduction.

“This transaction is our strategy at work,” added Gaspar. “We acted decisively and countercyclically while navigating a volatile macro environment and received a price above our internal hold case, including potential strategic upside. This divestiture builds on the accretive steps taken in 2026 – combining with Coterra, adding premier Delaware Basin inventory in the federal lease sale and investing in the Solitude pipeline to integrate our gas production from wellhead to market. This marks meaningful progress in our disciplined portfolio review. We remain focused on improving the quality and longevity of our portfolio, expanding our margins and enhancing long-term value per share.”

TIMING AND ADVISORS

The transaction has an effective date of July 1, 2026 and is expected to close around year-end 2026, subject to regulatory approvals and customary closing conditions. Devon will provide additional details, including the impact on its outlook, with its third-quarter 2026 results on November 5, 2026 and conference call and webcast on November 6, 2026.

RBC Richardson Barr is serving as exclusive financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Devon.


ABOUT DEVON ENERGY

Devon Energy is a leading oil and gas producer in the U.S. with a diversified multi-basin portfolio headlined by a world-class acreage position in the Delaware Basin. Devon’s disciplined cash-return business model is designed to achieve strong returns, generate free cash flow and return capital to shareholders, while focusing on safe and sustainable operations. For more information, please visit www.devonenergy.com.

 

Investor Contact

investor.relations@dvn.com

281-589-5705

  

Media Contact

devonmediarelations@dvn.com

405-552-7560

FORWARD-LOOKING STATEMENTS

This press release 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 press release 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 delay or failure to consummate the transaction due to unsatisfied closing conditions or otherwise; the actual amount of proceeds received due to purchase price adjustments, and the ultimate use of those proceeds; changes in commodity prices, market conditions or other circumstances that could negatively impact Devon’s ability to complete the anticipated share repurchases and debt reductions; and any of the other risks and uncertainties discussed in Devon’s 2025 Annual Report on Form 10-K (the “2025 Form 10-K”) or other filings with the Securities and Exchange Commission (“SEC”).

The forward-looking statements included in this press release speak only as of the date of this press release, represent management’s current reasonable expectations as of the date of this press release and are subject to the risks and uncertainties identified above as well as those described elsewhere in the 2025 Form 10-K 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 the 2025 Form 10-K and in 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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