Devon Energy Corporation (DVN)

Business

From the FY2025 Form 10-K (accession 0001193125-26-056485), updated for the Coterra merger from the Q3 2026 Form 10-Q (accession 0001193125-26-451216).

Devon Energy is an independent U.S. oil and natural gas producer. It explores for, develops and produces crude oil, natural gas and natural gas liquids (NGLs) from onshore U.S. basins and sells that production, almost all of it at market-sensitive prices, to purchasers under short- and long-term contracts. Revenue comes overwhelmingly from those commodity sales: in the third quarter of 2026, oil, gas and NGL sales were $5.94 billion (oil $4.31 billion, NGLs $836 million, gas $796 million), alongside $1.84 billion of marketing and midstream revenues. Total revenues, which also include the results of commodity hedges, were $6.86 billion. Devon reports a single segment, and all of its exploration and production is in the U.S.

Since its merger with Coterra Energy closed on May 7, 2026, Devon has had five core areas: the Permian Basin, the Rockies, the Eagle Ford, the Anadarko Basin and the Marcellus Shale. Coterra brought acreage in the Permian Basin of Texas and New Mexico, the Marcellus Shale in Pennsylvania and the Anadarko Basin in Oklahoma. The Permian is the anchor. In the third quarter of 2026 it produced 901 MBoe/d of the company's 1,668 MBoe/d (54%), including 389 MBbls/d of the company's 553 MBbls/d of oil. The Marcellus contributed 336 MBoe/d (20%), almost all of it natural gas, followed by the Rockies (187 MBoe/d), the Anadarko (177 MBoe/d) and the Eagle Ford (61 MBoe/d). Devon agreed in October 2026 to sell the Eagle Ford (see Subsequent events). Since the closing the company has been headquartered in Houston, Texas, and it keeps a significant presence in Oklahoma City.

The asset base as of the 10-K (pre-merger, December 31, 2025). Before the merger, Devon described four core areas:

• Delaware Basin (southeast New Mexico and west Texas). This was the largest and most active program and the top-funded asset, targeting the Wolfcamp, Bone Spring, Avalon and Delaware formations with 11 operated rigs at year-end 2025.
• Rockies. In the Williston Basin, the Bakken and Three Forks in North Dakota and Montana were greatly expanded by the September 2024 Grayson Mill acquisition (about $5.0 billion, including $3.5 billion of cash and about 37.3 million shares); three operated rigs ran there. In Wyoming's Powder River Basin, emerging Cretaceous oil targets (Turner, Parkman, Teapot, Niobrara) had one rig.
• Eagle Ford (DeWitt and Karnes counties, Texas). This is an oil-weighted asset with access to Gulf Coast pricing and two rigs. On April 1, 2025, Devon dissolved its Blackhawk field partnership with BPX Energy and the two companies divided the acreage.
• Anadarko Basin (western Oklahoma). Part of the acreage is developed jointly with Dow under a two-rig program.

At year-end 2025, Devon reported proved reserves of 2,428 MMBoe (961 MMBbls of oil, 4,482 Bcf of gas and 720 MMBbls of NGLs). Proved undeveloped reserves made up 24% of the total, and DeGolyer and MacNaughton audited 91% of proved reserves. 2025 production averaged 840 MBoe/d, including 389 MBbls/d of oil. Devon held about 2.4 million net acres, roughly 1.6 million of them held by production and about 15% on federal lands. It had about 2,200 employees, all in the U.S.

How it makes money. Production is sold at variable, market-linked prices. As of January 2026, 71% of oil volumes were sold under short-term variable contracts and 29% under long-term variable contracts, with no fixed-price oil. Devon hedges a portion of its production with swaps, basis swaps and collars. With the merger it assumed fixed-price natural gas sales contracts that carried $5.1 billion of unsatisfied performance obligations at September 30, 2026, to be recognized over about 12 years. The stated strategy rests on five principles: operating excellence, an advantaged asset portfolio, financial strength, delivering value to shareholders and a culture of innovation. Management describes the model as moderating production growth, optimizing reinvestment rates to maximize free cash flow, keeping leverage low and returning cash through a fixed dividend plus share repurchases.

Risk factors

From the FY2025 Form 10-K (accession 0001193125-26-056485). The Q3 2026 Form 10-Q (accession 0001193125-26-451216) reports no material changes to these risk factors. Developments it discloses are noted where relevant.

The 10-K's central exposures are commodity prices, reserve replacement, regulation and the Coterra merger:

• Commodity price volatility. Earnings, cash flow and property values depend on oil, gas and NGL prices. Over the five years before the 10-K, monthly WTI ranged from over $120 to under $50 per barrel and Henry Hub from $9.50 to $1.60 per MMBtu. Drivers named include OPEC+ and Russian output, conflicts in the Middle East and Ukraine, tariffs and trade policy, and regional price differentials in the Delaware Basin. The 10-Q adds that prices in the first nine months of 2026 were driven by conflict in the Middle East and disruptions to global oil supply. Regional gas pricing has been a live issue: negative Waha spot prices depressed second-quarter 2026 Permian gas realizations.
• Reserve estimates and replacement. Reserve estimates require significant judgment and may be revised materially. Unconventional wells decline steeply, so production and reserves fall unless Devon keeps drilling successfully or acquiring reserves, which is capital-intensive.
• Operating hazards. These include blowouts, well-control events, equipment failures, severe weather, limited takeaway or power, water-disposal restrictions and service shortages. Devon says it has experienced well-control events in the past, and its insurance does not cover all losses (for example, gradual pollution, war and fines).
• Hedging. Derivatives cap upside participation and carry counterparty risk. At September 30, 2026, a 10% change in forward curves would have moved the value of Devon's net derivative position by about $625 million.
• Third parties and midstream. Devon has limited control over non-operated properties and joint ventures, and it depends on third-party processing, gathering and pipeline capacity that can be interrupted or constrained.
• Competition for leases, rigs, services, people and capital is intense and can be worsened by inflation and tariffs. Devon noted some increase in operating costs during 2025 from trade-policy uncertainty.
• Government regulation.
  • Federal lands: the Interior Department's April 2024 leasing rule raised royalty rates, bonding and rentals, and lawsuits challenge federal permits. About 15% of Devon's acreage is federal.
  • Hydraulic fracturing restrictions.
  • Produced-water disposal and seismicity: New Mexico injection protocols, and the Railroad Commission of Texas's suspension of deep disposal permits in the Northern Culberson-Reeves area.
  • Taxes, including the 15% corporate alternative minimum tax.
• Climate change. Exposures include the EPA's OOOOb/OOOOc methane rules, the methane fee (delayed to 2034), and climate-disclosure regimes in California and the EU. New York has identified Devon as a potentially responsible party under its Climate Superfund Law, although no cost-recovery demand had been received. Climate damages litigation is also a risk. The 10-Q discloses a State of Delaware climate suit that Devon intends to defend.
• Sustainability targets may not be met and attract both "greenwashing" and "anti-ESG" scrutiny.
• Legacy and litigation exposure. This covers royalty-underpayment suits, tax audits and liabilities from predecessor operations. According to the 10-Q:
  • Devon is negotiating a draft consent decree with the EPA and Department of Justice over a North Dakota air-emissions notice of violation, and other notices of violation are open in Texas and New Mexico.
  • Louisiana parishes are suing over coastal-zone damage tied to predecessor operations.
  • About $120 million is accrued for legacy decommissioning matters, including the East Bay Field in the Gulf of America, where Devon began decommissioning under an April 2026 agreement with BSEE.
  • The Canada Revenue Agency has issued formal assessments on prior years of the former Canadian business. Devon is contesting them, and doing so may require material cash deposits.
• Government intervention in energy markets, such as price caps, strategic reserve releases and the EU methane import standards.
• Merger risks. The 10-K warned that synergies might not be realized and that integration could disrupt employees, customers and contracts. It also covered the then-pending merger's operating restrictions, deal litigation, and an $865 million termination fee in some circumstances. The merger closed on May 7, 2026, and integration and synergy delivery remain the operative risks. The 10-Q adds that the merger caused an "ownership change" for Coterra under Section 382, which raises the likelihood that Devon has one within three years and could limit use of tax attributes.
• Counterparty credit, including purchasers, joint-interest partners, hedge counterparties and buyers of divested assets who may fail to meet assumed plugging and abandonment obligations.
• Debt and ratings. Total debt was $8.4 billion at year-end 2025 and $10.6 billion at September 30, 2026, after the Coterra notes were assumed. A downgrade would raise borrowing costs and collateral requirements.
• Cybersecurity and artificial intelligence. Devon reports no material cyber incidents to date. Its AI-related risks include flawed outputs and data leakage.
• Shareholder activism, acquisitions and divestitures, and capital returns. Dividends and buybacks are at the board's discretion and are not assured.

Management's discussion: fiscal 2025

From the FY2025 Form 10-K, Item 7 (accession 0001193125-26-056485).

Higher volumes offset lower oil prices in 2025. Net earnings were $2.7 billion, against $2.9 billion in 2024. Earnings attributable to Devon were $2.6 billion, or $4.17 per diluted share, and core earnings (non-GAAP) were $2.5 billion, or $3.92 per diluted share. Operating cash flow was $6.7 billion, and total revenues rose to $17.19 billion from $15.94 billion.

• Volumes. Production rose 14% to 840 MBoe/d and oil rose 12% to 389 MBbls/d, mainly because of a full year of the Grayson Mill Williston assets and new Delaware Basin wells. Rockies production increased 82% to 195 MBoe/d. Higher volumes added about $1.4 billion to earnings.
• Prices. WTI averaged $64.87 per barrel, down 14% from $75.79. Henry Hub averaged $3.43 per Mcf, up from $2.27. Realized oil fell to $62.77 per barrel unhedged, while realized gas rose to $1.67 per Mcf. Lower realized prices cut earnings by about $1.3 billion, partly cushioned by $232 million of hedge cash settlements.
• Costs and one-time items.
  • Production expenses rose 12% to $3.57 billion as the Rockies grew, and lease operating expense rose to $6.27 per Boe.
  • Headquarters real-estate rationalization caused $254 million of asset impairments in the first quarter.
  • The sale of the Matterhorn pipeline investment for $409 million produced a $342 million pre-tax gain.
• Capital and returns.
  • Capital expenditures were $3.59 billion, about 54% of operating cash flow.
  • Devon repurchased 30.8 million shares for $1.1 billion, paid $619 million of dividends and redeemed $485 million of 5.85% notes early.
  • It bought out the noncontrolling interests in Cotton Draw Midstream for $260 million.
• Business optimization plan. The plan, announced in April 2025, targets $1.0 billion of annual pre-tax cash-flow improvement. About $850 million had been achieved by the end of 2025.
• Year-end position. Liquidity was $4.4 billion ($1.4 billion of cash and $3.0 billion undrawn on the revolver). Debt was $8.4 billion, about $1.0 billion of it short-term, and debt-to-capitalization under the credit facility covenant was 24.8%. Ratings were BBB with a positive outlook (S&P), BBB+ with a positive outlook (Fitch) and Baa2 with a positive outlook (Moody's).
• 2026 plan as of February 2026.
  • The capital budget was $3.5 billion to $3.7 billion, about 4% below 2025.
  • About 30% of expected 2026 oil and gas production was hedged.
  • Winter weather was expected to cut first-quarter 2026 output by about 10 MBoe/d.
  • Buybacks were suspended under the merger agreement pending closing. About $4.5 billion of the $5.0 billion authorization had been executed through February 1, 2026.

Fiscal 2026 to date: the Coterra merger and portfolio reshaping

From the Q3 2026 Form 10-Q (accession 0001193125-26-451216, Notes 2, 13, 14 and 17) and the merger Forms 8-K of February 2, 2026 (accession 0001193125-26-032720) and May 7, 2026 (accession 0001193125-26-211971).

In 2026 Devon went from a four-area, oil-weighted producer to a much larger multi-basin company with a large Marcellus gas business. The deal and its aftermath changed the balance sheet as follows:

• Merger terms. Each Coterra share converted into 0.70 Devon share in an all-stock merger of equals, leaving Devon holders with about 54% of the combined company. Devon issued about 532 million shares, worth about $24.8 billion at the May 6, 2026 close of $46.60. Total consideration, including replacement equity awards, was $24.9 billion. Of the assets acquired, about $20.4 billion was allocated to proved properties and $14.0 billion to unproved properties, with $6.69 billion of deferred tax liabilities assumed.
• Capital returns after closing. The board authorized an $8.0 billion buyback running to June 30, 2029, which replaced the old $5.0 billion program. It also raised the quarterly dividend about 33%, from $0.24 to $0.32 per share.
• Inventory added. In May 2026 Devon paid about $2.6 billion for 16,300 net undeveloped Delaware Basin acres in Lea and Eddy counties, New Mexico, at the federal lease sale, using cash on hand.
• Debt. Devon assumed $3.5 billion of Coterra notes and exchanged about $2.95 billion of them into Devon notes in June. In June and July it retired $1.25 billion: the $1.0 billion term loan and $250 million of 3.77% notes. No debt matures until the second quarter of 2027.
• Investments. Fervo Energy's IPO produced a gain of about $201 million on Devon's stake in the second quarter. In the third quarter Devon paid about $83 million for a 25% interest in the Solitude gas pipeline joint venture (Permian to the Texas Gulf Coast), where it also holds firm capacity. Devon expects its total investment in Solitude to be about $500 million.

Current quarter: Q3 2026

From the Q3 2026 Form 10-Q (accession 0001193125-26-451216) and the third-quarter earnings release furnished on Form 8-K (accession 0001193125-26-449884).

The third quarter was the first full quarter of combined operations. Volumes rose from the second quarter, as did adjusted operating cash flow and adjusted free cash flow (both non-GAAP); GAAP operating cash flow fell. Net earnings fell from the second quarter because of hedge accounting rather than operations.

• Volumes.
  • Production averaged 1,668 MBoe/d, up 23% from 1,359 MBoe/d in the second quarter. Oil averaged 553 MBbls/d (up 10%), gas 4.4 Bcf/d and NGLs 382 MBbls/d.
  • Marcellus output rose 60% and Anadarko 39% with a full quarter of the Coterra assets.
  • Eagle Ford oil fell 23% to 37 MBbls/d because of the timing of completions.
  • Over nine months, production averaged 1,290 MBoe/d against 836 MBoe/d a year earlier, with the Coterra legacy assets contributing about 431 MBoe/d.
• Prices.
  • WTI averaged $85.63 per barrel, down from $92.47 in the second quarter. Realized oil was $79.54 per barrel with hedges.
  • Realized gas rose to $2.16 per Mcf with hedges, from $1.05. Unhedged gas was 66% of Henry Hub. The 10-Q attributes the gain to the larger Marcellus share moving the gas mix away from the Permian, where negative Waha pricing hurt the second quarter. The release also cites new Permian takeaway capacity narrowing Waha differentials.
  • Realized NGLs were $23.81 per barrel.
• Earnings.
  • Net earnings attributable to Devon were $1.0 billion, or $0.88 per diluted share, against $1.9 billion in the second quarter and $687 million in the third quarter of 2025.
  • Against the second quarter, volumes added $669 million and prices $164 million. These gains were more than offset by a $1.26 billion swing in non-cash commodity hedge valuations (a $729 million loss after a $530 million gain) and by the absence of the second quarter's Fervo gain.
  • Core earnings (non-GAAP, per the release) were $1.6 billion, or $1.42 per share.
  • Coterra's legacy business contributed $2.16 billion of revenue and $561 million of net earnings in the quarter.
• Costs.
  • Lease operating expense was $4.98 per Boe, gathering, processing and transportation $3.20 per Boe, and G&A $1.18 per Boe, down from $1.41 as volumes grew faster than overhead.
  • Merger restructuring and transaction costs were $69 million in the quarter and $334 million year to date.
• Cash flow and capital.
  • Operating cash flow was $2.81 billion, down from $3.67 billion in the second quarter and up from $1.69 billion a year earlier. Over nine months it was $8.14 billion, up about 57%.
  • Capital expenditures were $1.46 billion, of which $859 million went to the Permian.
  • The release reports adjusted operating cash flow (non-GAAP) of $3.5 billion, up from $2.9 billion in the second quarter, and adjusted free cash flow (non-GAAP) of $2.0 billion, up from $1.7 billion.
• Shareholder returns. Devon paid $366 million of dividends and repurchased 8.9 million shares for about $415 million at $46.96 per share; cash paid for repurchases in the quarter was $414 million. It also retired the remaining $750 million of the term loan.
• Balance sheet at September 30, 2026.
  • Cash was $413 million and liquidity $3.4 billion with the undrawn $3.0 billion revolver.
  • Total debt was $10.6 billion at a 5.49% average fixed rate, and debt-to-capitalization under the covenant was 17.1%.
  • S&P now rates Devon BBB+ (stable), up from BBB (positive) at the 10-K. Fitch (BBB+, positive) and Moody's (Baa2, positive) are unchanged.
  • The fixed-dividend payout target is now about 10% to 15% of operating cash flow, up from about 10%.
• Hedging. About 45% of remaining 2026 oil and 30% of gas production is hedged. For 2027, about 35% of oil and 10% of gas is hedged, excluding the Eagle Ford.
• Synergies. The release raises the expected year-end 2026 synergy run rate to about $350 million, from a $200 million exit rate given in August, and expected 2027 synergies to about $700 million, from $600 million. The goal of at least $1.0 billion of annual pre-tax run-rate synergies by year-end 2027 is unchanged.
• Outlook (per the release).
  • Full-year 2026 production and capital guidance is maintained, with the Eagle Ford included through closing.
  • For the fourth quarter, Devon guides to 1,660 to 1,700 MBoe/d of production, 550 to 560 MBbls/d of oil and $1,290 million to $1,395 million of capital. The 10-Q puts remaining 2026 capital at about $1.3 billion to $1.4 billion.
  • Initial 2027 targets, pro forma for the Eagle Ford sale, are about 525 MBbls/d of oil (growth of 1% to 3%) and 1,600 MBoe/d in total, on about $5.3 billion of capital.

Subsequent events

From the Q3 2026 Form 10-Q, Note 2 and Liquidity (accession 0001193125-26-451216); the Form 8-K of October 8, 2026 (accession 0001193125-26-417944); and the earnings release (accession 0001193125-26-449884).

Two events after September 30, 2026 stand out, the Eagle Ford sale and the fourth-quarter dividend. Through October, cumulative buybacks also reached about $725 million.

• Eagle Ford divestiture to Crescent Energy (agreement signed October 8, 2026).
  • Parties and price: Devon Energy Production Company, L.P. agreed to sell its Eagle Ford assets to Crescent (Eagle Ford) LLC, a subsidiary of Crescent Energy Company, for $4.2 billion in cash, subject to purchase price adjustments, with a July 1, 2026 effective date.
  • Assets: about 90,000 net acres in Karnes, DeWitt and Gonzales counties, Texas. These represent about 3% of post-merger proved reserves (10-Q) and about 4% of total BOE production (October 8 release).
  • Timing: closing requires Hart-Scott-Rodino clearance and customary conditions. The October 8 filing expected closing in the fourth quarter of 2026 or early 2027; the 10-Q and the November 5 release now expect early 2027.
  • Accounting: the assets met held-for-sale criteria on signing, and Devon expects to recognize a material gain at closing.
  • Proceeds: net proceeds after taxes and effective-date adjustments are expected to be about $3.5 billion, to be used for accelerated share repurchases and debt reduction. The release says Devon plans to retire a further $1.5 billion of long-term debt to reach a $9 billion gross debt target in early 2027.
• Dividend. In November 2026 the board declared a fourth-quarter fixed dividend of $0.32 per share, about $363 million in total, payable December 30, 2026 to holders of record on December 15, 2026.
• Buybacks. About $725 million of the $8.0 billion program had been executed through October 2026, and Devon expects fourth-quarter repurchases to exceed $1 billion.
• No other post-quarter acquisitions, financings or litigation outcomes are disclosed.

Filings that contain financial statements

Devon furnishes a full set of quarterly financial statements with each earnings release, in the "supplemental financial information" exhibit (Exhibit 99.2), alongside the narrative release (Exhibit 99.1). Each one covers five trailing quarters.

Unaudited pro forma financial statements for the Coterra combination, prepared under Article 11 of Regulation S-X:

• Form 8-K filed April 10, 2026 (accession 0001193125-26-151250), Exhibit 99.1: pro forma combined balance sheet as of December 31, 2025, and pro forma combined statement of operations for the year ended December 31, 2025, with supplemental pro forma reserves information.
• Form 8-K filed May 22, 2026 (accession 0001193125-26-235632), Exhibit 99.1: pro forma combined balance sheet as of March 31, 2026, and pro forma combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025.

The merger-completion Form 8-K of May 7, 2026 (accession 0001193125-26-211971) incorporates Coterra's audited 2023 to 2025 financial statements by reference from Coterra's own 2025 Form 10-K. It does not attach them.

Nine-month 2026 figures are in the Form 10-Q for the quarter ended September 30, 2026 (accession 0001193125-26-451216). The earnings-release statements print quarterly columns.

1. The Coterra merger: signed February 1, closed May 7, 2026

Feb 2, 2026: merger agreement signed (Form 8-K, Items 1.01, 5.02 and 7.01, accession 0001193125-26-032720). On February 1, 2026 Devon agreed to an all-stock merger with Coterra Energy. Each Coterra share converts into 0.70 Devon share. Devon holders would own about 54% of the combined company and Coterra holders about 46%. The joint press release puts the combined enterprise value at about $58 billion, based on Devon's January 30, 2026 close, and targets $1.0 billion of annual pre-tax synergies by year-end 2027. The combined company keeps the Devon name and the DVN ticker and is headquartered in Houston, with a significant continuing presence in Oklahoma City. The board has 11 seats: six Devon designees and five Coterra designees. Devon's Clay Gaspar is CEO, and Coterra's Tom Jorden is non-executive Chair. A termination fee of $865 million applies in specified circumstances. The outside date was August 1, 2026, extendable for antitrust approvals.

Apr 2, 2026: antitrust clearance (Form 8-K, Item 8.01, accession 0001193125-26-140060). The Hart-Scott-Rodino waiting period expired on April 1, 2026, satisfying the antitrust closing condition. The Form S-4 registration statement was declared effective on March 26, 2026.

Apr 24, 2026: merger litigation and supplemental proxy disclosures (Form 8-K, Item 8.01, accession 0001193125-26-177153). Two stockholder complaints had been filed in New York state court, and both companies had received demand letters. All of them allege disclosure deficiencies in the joint proxy statement/prospectus. Devon denied that any further disclosure was required. Without admitting liability, it supplemented the financial-advisor analyses.

May 5, 2026: stockholder approval (Form 8-K, Item 5.07, accession 0001193125-26-204738). At the May 4 special meeting, Devon stockholders approved the share issuance (470.0 million votes for, 4.1 million against). They also approved a charter amendment doubling authorized common shares from 1.0 billion to 2.0 billion.

May 7, 2026: merger completed (Form 8-K, Items 2.01, 5.02, 5.03 and 7.01, accession 0001193125-26-211971). The filing states that the merger "w[as] consummated" on May 7, 2026, and Coterra is now a wholly owned subsidiary. Coterra common stock was delisted from the NYSE. According to the Form 10-Q for the quarter ended September 30, 2026 (accession 0001193125-26-451216), the Devon shares issued to Coterra holders were worth about $24.8 billion at the May 6, 2026 close. Board and officer changes took effect at closing:

• Five legacy Devon directors resigned. Five Coterra directors joined, including Thomas E. Jorden as non-executive Chair. Brent Smolik became Lead Independent Director.
• Shannon E. Young III (Coterra's CFO) succeeded Jeffrey L. Ritenour as CFO. Ritenour stays as EVP and Chief Corporate Development Officer.
• Gregory F. Conaway became Chief Accounting Officer.
• General Counsel Dennis C. Cameron and EVP Human Resources Tana K. Cashion departed.

Jun 5, 2026: Coterra preferred stock now converts into Devon common (Form 8-K, Item 8.01, accession 0001193125-26-259922). Devon registered up to 175,000 shares of common stock, issuable on conversion of the 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Coterra Energy Operating Co. The preferred's terms were amended at closing so that it converts into Devon common stock.

Jun 25, 2026: Coterra debt exchanged into Devon notes (Form 8-K, Items 1.01, 2.03 and 8.01, accession 0001193125-26-282884). Devon settled exchange offers for Coterra's senior notes. Holders accepted about $2.95 billion of principal across seven series and received new Devon notes:

• $627.1 million of 3.90% notes due 2027
• $447.6 million of 4.375% notes due 2029
• $465.8 million of 5.60% notes due 2034
• $671.7 million of 5.40% notes due 2035
• $734.2 million of 5.90% notes due 2055

Small amounts of each Coterra series remain outstanding. If a registered exchange offer is not completed within 450 days, additional interest of up to 1.0% applies.

2. Earnings releases and guidance

Feb 17, 2026: Q4 and full-year 2025 results (Form 8-K, Item 2.02, accession 0001193125-26-054657, Exhibit 99.1).

• Q4 2025 net earnings: $562 million ($0.90 per diluted share). Core earnings: $510 million ($0.82).
• Operating cash flow: $1.5 billion. Free cash flow: $702 million.
• Year-end 2025 debt was $8.4 billion, and proved reserves were 2.4 billion Boe.
• Share repurchases were suspended once the merger was announced.
• The 2026 guidance issued that day covered standalone Devon only.

May 5, 2026: Q1 2026 results (Form 8-K, Item 2.02, accession 0001193125-26-206689, Exhibit 99.1).

• Net earnings: $120 million ($0.19 per diluted share). Core earnings: $641 million ($1.04).
• Operating cash flow: $1.7 billion. Free cash flow: $816 million.
• Repurchases totaled $69 million before the suspension.
• Devon withdrew full-year guidance pending the merger close and said combined guidance would follow in mid-June 2026. That combined guidance was not furnished on a Form 8-K. The August 4 release says full-year 2026 guidance "remains unchanged from June."

Aug 4, 2026: Q2 2026 results, the first quarter including Coterra (Form 8-K, Item 2.02, accession 0001193125-26-332824, Exhibit 99.1).

• Net earnings: $1.9 billion ($2.03 per diluted share). Core earnings: $1.5 billion ($1.57).
• GAAP operating cash flow: $3.7 billion. Adjusted free cash flow: $1.7 billion, excluding $174 million of after-tax restructuring costs.
• Production averaged 1,359,000 Boe per day, of which 503,000 barrels per day was oil.
• Debt stood at $11.4 billion at June 30.
• The release disclosed a comprehensive asset-by-asset portfolio review.

Nov 5, 2026: Q3 2026 results, the first full combined quarter (Form 8-K, Item 2.02, accession 0001193125-26-449884, Exhibit 99.1).

• Net earnings: $1.0 billion ($0.88 per diluted share). Core earnings: $1.6 billion ($1.42).
• GAAP operating cash flow: $2.8 billion. Adjusted free cash flow: $2.0 billion.
• Production averaged 1,668,000 Boe per day, of which 553,000 barrels per day was oil.
• At September 30, debt was $10.6 billion and net debt $10.2 billion (0.9 times trailing EBITDAX). Cash was $0.4 billion.
• Full-year 2026 production and capital guidance was reaffirmed.
• Synergy outlook raised: the expected year-end 2026 run rate is about $350 million, against $200 million outlined in August, and 2027 average synergies are about $700 million, up from $600 million. The $1.0 billion run-rate target by year-end 2027 is unchanged.
• Initial 2027 view, pro forma for the Eagle Ford sale: about 525,000 barrels of oil per day and 1,600,000 Boe per day, on total capital of about $5.3 billion.
• Devon plans to retire a further $1.5 billion of long-term debt, reaching a $9 billion gross debt target in early 2027.

3. Portfolio: acquisitions and divestitures

May 21, 2026: federal lease acquisition, completed (Form 8-K, Items 7.01 and 8.01, accession 0001193125-26-233515). On May 20, 2026, Devon "completed the acquisition" of 16,300 net undeveloped Delaware Basin acres in Lea and Eddy Counties, New Mexico, in the Bureau of Land Management lease sale. It paid about $2.6 billion, or about $161,500 per net acre, funded with cash on hand. The press release cites about 400 net locations and an 87.5% net revenue interest, and says development is planned to begin in 2027.

Oct 8, 2026: Eagle Ford sale, signed and not yet closed (Form 8-K, Items 7.01 and 8.01, accession 0001193125-26-417944). A Devon subsidiary agreed to sell its Eagle Ford assets in South Texas to subsidiaries of Crescent Energy Company. The price is $4.2 billion in cash, subject to adjustments, with a July 1, 2026 effective date. The assets are about 90,000 net acres in Karnes, DeWitt and Gonzales Counties and about 4% of Devon's total Boe production. After-tax proceeds are earmarked for share repurchases and debt reduction. The Q3 release (accession 0001193125-26-449884) estimates net proceeds at about $3.5 billion after taxes and effective-date adjustments. The Q3 Form 10-Q says Devon expects to recognize a material gain on closing.

Closing is subject to regulatory approvals, including the Hart-Scott-Rodino waiting period, and the expected timing has moved later across filings:

• The October 8 Form 8-K says the fourth quarter of 2026 or early 2027.
• Its press release says around year-end 2026.
• The November 5 release and the Q3 Form 10-Q both say early 2027.

Q3 2026: Solitude pipeline investment. No separate Form 8-K covers this. During the third quarter, Devon acquired a 25% interest in the Solitude Pipeline System, a joint venture building two natural gas pipelines from the Permian Basin to the Texas Gulf Coast, and secured firm transportation capacity on it. The Q3 Form 10-Q puts the contribution at about $83 million (Form 8-K accession 0001193125-26-449884, Exhibit 99.1; Form 10-Q accession 0001193125-26-451216).

4. Capital returns and balance sheet

• Dividend. The Q1 2026 dividend was $0.24 per share. At signing, Devon said it planned a post-close quarterly dividend of $0.315. After closing, the board actually approved $0.32, a 33% increase. The Q2 and Q3 dividends were $366 million each, and a $0.32 dividend for Q4 is payable December 30, 2026 (accessions 0001193125-26-054657, 0001193125-26-332824, 0001193125-26-449884).
• Buyback. The prior $5.0 billion program was terminated at the merger close. A new $8.0 billion program was authorized on May 7, 2026 and runs through mid-2029. No separate Form 8-K covers it; it is disclosed in the earnings releases and the Form 10-Q.
  • Repurchases under the new program were $197 million in the last seven weeks of Q2 and $414 million (8.9 million shares) in Q3.
  • The company expects to step them up to more than $1 billion in Q4 2026 and to accelerate further in 2027 (accessions 0001193125-26-332824, 0001193125-26-449884).
• Debt reduction. No separate Form 8-K covers these repayments; the earnings releases report them.
  • Devon repaid its $1.0 billion term loan: $250 million in Q2 and the remaining $750 million in July.
  • It also retired $250 million of senior notes in Q2, for $1.25 billion of debt reduction since the close.
  • The company reports no outstanding maturities until Q2 2027 (accessions 0001193125-26-332824, 0001193125-26-449884).
• Credit facility. On March 24, 2026, Devon amended its revolving credit agreement (Form 8-K, Item 1.01, accession 0001193125-26-122224). The amendment extends maturity from March 24, 2030 to March 24, 2031, renews three one-year extension options and removes the 10 basis point SOFR credit spread adjustment. The facility was undrawn at $3.0 billion at each quarter-end reported in 2026.

5. Management, board and governance

• Jun 30, 2026: annual meeting (Form 8-K, Item 5.07, accession 0001193125-26-290829). Stockholders elected all 11 nominees, ratified KPMG LLP as auditor for 2026 and approved the advisory say-on-pay vote. Shares outstanding on the May 18, 2026 record date: 1,153,403,107.
• Aug 20, 2026: operating leadership reshuffle (Form 8-K, Item 5.02, accession 0001193125-26-359267).
  • Tom Hellman became EVP, Exploration & Production, for Anadarko, Eagle Ford, Marcellus and Rockies.
  • Robert (Trey) Lowe III became EVP, Exploration & Production, for the Permian.
  • Kevin Smith became EVP and Chief Technology Officer.
  • Former E&P heads John Raines (Permian) and Michael DeShazer (Anadarko, Eagle Ford, Marcellus and Rockies) left on September 1, 2026.
• Aug 27, 2026: CEO pay adjustment (Form 8-K, Item 5.02, accession 0001193125-26-371317). The Compensation Committee raised CEO Clay M. Gaspar's base salary to $1.5 million a year, retroactive to May 7, 2026. It also approved a $2.7 million restricted stock award, granted September 10, 2026, that vests in three annual installments.

Not covered by a stand-alone Form 8-K

No Form 8-K is dedicated to these developments. They are disclosed in the earnings releases and the Q3 Form 10-Q:

• the $8.0 billion buyback authorization
• the term-loan repayment
• the Solitude pipeline investment
• the combined-company full-year 2026 guidance issued in June 2026

The buyback is also mentioned in passing in the May 21, 2026 lease-sale press release (accession 0001193125-26-233515, Exhibit 99.1), and the Solitude investment in the October 8, 2026 Eagle Ford press release (accession 0001193125-26-417944, Exhibit 99.1).

As of November 7, 2026, no filing reports that the Eagle Ford sale has closed.

About this file

DVN annual income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

DVN quarterly income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

DVN year-to-date income statement and cash flow

Taken from the SEC filings and normalized to actual dollars.

DVN trailing twelve month income statement and cash flow

Derived by AI from the figures the filings report. No filing prints these, so none of them is linked.

• Derivation. FY2025 (10-K, accession 0001193125-26-056485) plus nine months ended September 30, 2026 less nine months ended September 30, 2025 (10-Q, accession 0001193125-26-451216)

Adjustments

Notes

• Annual figures (FY2023 to FY2025 income statement and cash flows; December 31, 2025 and 2024 balance sheets) are from the FY2025 Form 10-K (accession 0001193125-26-056485). FY2023 carries no balance sheet because that filing presents balance sheets only at the two most recent year-ends.
• Quarterly figures for the three months ended September 30, 2026 and 2025, the nine-month year-to-date figures, and the September 30, 2026 balance sheet are from the Q3 2026 Form 10-Q (accession 0001193125-26-451216). That filing does not present a balance sheet at September 30, 2025, so the Q3 FY2025 entry carries income statement and cash flow figures only. Its December 31, 2025 balance sheet column matches the FY2025 figures above.
• Devon completed its all-stock merger of equals with Coterra Energy Inc. on May 7, 2026. Each Coterra share converted into 0.70 of a Devon share, and Devon issued approximately 531.6 million shares. The 10-Q puts the total common equity consideration at $24,772 million. Devon was the accounting acquirer, so Coterra's results are included only from May 7, 2026. Coterra contributed total revenues of $2,157 million and net earnings of $561 million to the third quarter of 2026, and $3,431 million and $791 million to the nine months. Periods before the closing reflect Devon alone, so comparisons across the closing date are not like-for-like.
• The 10-Q's purchase price allocation for Coterra is preliminary and may change for up to one year after the May 7, 2026 closing. The September 30, 2026 balance sheet reflects it as it stood then.
• Diluted earnings per share fell to $0.88 in Q3 2026 from $1.09 in Q3 2025, even though net earnings attributable to Devon rose to $1,008 million from $687 million. Weighted-average diluted shares rose to 1,146 million from 629 million after the merger share issuance.
• Q3 2026 total revenues include a $914 million loss on oil, gas and NGL derivatives, against an $80 million gain in Q3 2025. Expenses for Q3 2026 include $69 million of restructuring and transaction costs, a line the 10-Q presents separately and the FY2025 10-K does not.
• The trailing-twelve-month figures (twelve months ended September 30, 2026) are derived: FY2025 plus the nine months ended September 30, 2026, less the nine months ended September 30, 2025. They mix pre-merger and post-merger months. Per-share figures are not derived for that period.
• Production volumes are average daily rates from management's discussion in each filing. The 10-Q compares third-quarter 2026 production with the second quarter of 2026, not with the third quarter of 2025, so no Q3 FY2025 production figure is given here.
• Devon raised its quarterly fixed dividend from $0.24 to $0.32 per share in the second quarter of 2026, in connection with the merger.
• A dash printed in the statements is recorded as zero.

Uncertainties

• The total-liabilities figures are derived (total liabilities and equity less total equity) because the balance sheets print no such subtotal. They equal the sum of the printed liability lines in every period.
• Free cash flow here is a simple computation from the cash flow statement and will not match the non-GAAP free cash flow figure in Devon's earnings releases.

Line item definitions

Company details

Fiscal period

Source filings