Devon Energy (DVN) CEO logs restricted stock grant and tax-withheld shares

Rhea-AI Filing Summary

Devon Energy President and CEO Clay M. Gaspar reported equity compensation and related tax-withholding transactions in company common stock dated February 10, 2026. Several transactions with code “F” show shares disposed of at $43.48 per share to cover tax liabilities tied to equity awards.

Gaspar also acquired 68,308 shares of restricted stock at $0 per share as a grant. This award vests in 25% installments each February 10 in 2027, 2028, 2029, and 2030. After these transactions, he directly holds 561,260 shares, with additional indirect holdings through trusts for himself and his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gaspar Clay M

(Last) (First) (Middle)

333 W. SHERIDAN AVE.

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DEVON ENERGY CORP/DE [ DVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		F		10,435	D	$43.48	513,401	D
Common Stock	02/10/2026		F		10,240	D	$43.48	503,161	D
Common Stock	02/10/2026		F		4,257	D	$43.48	498,904	D
Common Stock	02/10/2026		F		2,761	D	$43.48	496,143	D
Common Stock	02/10/2026		F		3,191	D	$43.48	492,952	D
Common Stock	02/10/2026		A		68,308(1)	A	$0	561,260	D
Common Stock								186,289	I	By Trust for Reporting Person
Common Stock								194,175	I	By Trust for Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects restricted stock awarded that vests in 25% installments on the 10th day of February in each of the years 2027, 2028, 2029, and 2030.

	/s/ Edward T. Highberger, Attorney-in-Fact for Clay M. Gaspar	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did DVN CEO Clay Gaspar report on February 10, 2026?

Clay M. Gaspar reported multiple transactions in Devon Energy common stock on February 10, 2026, mainly share dispositions coded “F” to satisfy tax liabilities from equity awards and the grant of 68,308 restricted shares, increasing his overall direct holdings after these administrative movements.

How many restricted DVN shares were granted to the CEO and how do they vest?

The CEO received a grant of 68,308 restricted Devon Energy shares at no cost. These shares vest in four equal 25% installments on February 10 of 2027, 2028, 2029, and 2030, aligning the award with multi‑year performance and retention objectives for senior leadership.

What does transaction code “F” mean in the DVN Form 4 filing?

Transaction code “F” indicates shares were used to pay an exercise price or tax liability. In this DVN filing, several common stock transactions coded “F” reflect tax‑withholding dispositions at $43.48 per share, tied to the company’s equity compensation programs for its President and CEO.

How many DVN shares does the CEO hold directly after the reported transactions?

Following the February 10, 2026 transactions, the CEO directly holds 561,260 Devon Energy common shares. This figure includes the newly granted 68,308 restricted shares, which will vest over four years, and reflects his updated direct ownership position reported in the Form 4.

What indirect DVN share holdings are reported for the CEO in this Form 4?

In addition to direct holdings, the Form 4 lists 186,289 Devon Energy shares held by a trust for the reporting person and 194,175 shares held by a trust for his spouse. These positions are reported as indirect ownership interests associated with the CEO.

Does the DVN CEO Form 4 indicate any open-market stock purchases or sales?

The Form 4 does not show open‑market purchases or sales. Instead, it reports tax‑withholding dispositions coded “F” at $43.48 per share and a restricted stock grant coded “A,” both related to Devon Energy’s equity compensation framework for its President and CEO.