Form 8-K
8-K — DEVON ENERGY CORP/DE
Accession: 0001193125-26-417944
Filed: 2026-10-08
Period: 2026-10-08
CIK: 0001090012
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d141547d8k.htm (Primary)
EX-99.1 (d141547dex991.htm)
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8-K
8-K (Primary)
Filename: d141547d8k.htm · Sequence: 1
8-K
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
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
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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