[8-K] DEVON ENERGY CORP/DE Reports Material Event

Rhea-AI Filing Summary

Devon Energy Corporation announced the grant of restricted stock to Mr. Smolik in connection with his participation as a non-management director. The company references an indemnity agreement filed as Exhibit 10.43 to its 2024 Form 10-K and the non-management director compensation arrangements described on page 16 of its 2025 Proxy Statement. Mr. Smolik will receive restricted stock awards with a total value of $154,384, determined by the closing price on the effective grant date of October 9, 2025. The restricted shares will vest 100% on the day following the effective date of the grant. The filing is signed by Christopher J. Kirt, Vice President Corporate Governance and Secretary.

Positive

• Clear disclosure of director compensation arrangements and reference to prior filed indemnity agreement
• Equity award aligns the new non-management director's interests with shareholders via restricted stock valued at $154,384
• Immediate vesting (100% the day after the effective date) provides prompt alignment and transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation disclosure; limited direct financial impact on results.

This 8-K reports a director award and references existing indemnity and compensation disclosures in prior filings. The award value of $154,384 is specified and vests immediately after the grant effective date, indicating a one-time equity grant rather than a multi-year vesting schedule. For investors, this is a routine governance disclosure; it signals standard alignment of a new non-management director with shareholder interests through equity, but provides no operational or earnings information.

Corporate Governance Expert

TL;DR: Standard governance action: indemnity present and equity award aligns director with shareholders.

The filing confirms the company’s use of its established indemnity agreement (previously filed as Exhibit 10.43) and applies the same non-management director compensation arrangements described in the 2025 Proxy Statement. Granting restricted stock that vests 100% the day after the effective date is a straightforward mechanism to provide immediate equity ownership. This is a routine disclosure of director compensation and governance mechanics without novel policy changes.

DEVON ENERGY CORP/DE DE OK false 0001090012 0001090012 2025-10-01 2025-10-01

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 1, 2025

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.)

333 W. SHERIDAN AVE., OKLAHOMA CITY, OKLAHOMA		73102-5015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective as of October 1, 2025, the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company”) elected Brent J. Smolik to the Board. Mr. Smolik will serve on the Audit and Safety, Operations, and Resource Committees of the Board.

There are no arrangements or understandings between Mr. Smolik and any other person in connection with his appointment as a director of the Company, and there are no transactions or relationships between Mr. Smolik and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.

In connection with his election to the Board, Mr. Smolik has entered into the standard indemnity agreement with the Company for non-management directors, and Mr. Smolik will participate in the typical compensation arrangements made available to the Company’s other non-management directors. A copy of the form of indemnity agreement was filed as Exhibit 10.43 to the Company’s 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025, and the non-management director compensation arrangements are described on page 16 of the Company’s 2025 Notice of Annual Meeting and Proxy Statement, filed with the SEC on April 23, 2025. In addition, Mr. Smolik will receive an award of shares of restricted stock under the Company’s 2022 Long-Term Incentive Plan, as amended and restated effective June 4, 2024, with a total value of $154,384, based on the per share closing price of the Company’s common stock on the effective grant date of October 9, 2025. The shares of restricted stock will vest 100% on the day following the effective date of the grant.

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/ Christopher J. Kirt
		Christopher J. Kirt
		Vice President Corporate Governance and Secretary

Date: October 2, 2025

FAQ

What compensation did Devon Energy (DVN) grant to the new non-management director?

The company granted restricted stock with a total value of $154,384, based on the per share closing price on the effective grant date of October 9, 2025.

When do the restricted shares for the director vest?

The restricted shares will vest 100% on the day following the effective date of the grant.

Where can I find the indemnity agreement referenced in the Devon Energy 8-K?

The indemnity agreement was filed as Exhibit 10.43 to Devon Energy's 2024 Annual Report on Form 10-K.

Where are the non-management director compensation arrangements described?

They are described on page 16 of Devon Energy's 2025 Notice of Annual Meeting and Proxy Statement, filed with the SEC on April 23, 2025.

Who signed the 8-K filing for Devon Energy?

The filing is signed by Christopher J. Kirt, Vice President Corporate Governance and Secretary.