DEVON ENERGY CORP/DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No. )

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DEVON ENERGY CORPORATION

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A Message to

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From the Chair of the Board and The President and CEO

Thomas E. Jorden (L) & Clay Gaspar (R)​

Dear Fellow Stockholders,

We are pleased to write to you for the first time as the leadership of Devon Energy, following completion of the transformational merger with Coterra. The new Devon Energy is a company with greater scale and high-quality portfolio depth and the operational excellence to deliver superior, durable value for our stockholders.

At the core of our combined portfolio is our world-class asset in the Delaware Basin. This industry-leading, high-margin position will generate more than half of our total production and cash flow, and it’s backed by more than a decade’s worth of top-tier drilling inventory.

The merger also strengthens our geographic diversity and enhances our ability to optimize capital allocation through commodity cycles. The scale and operational overlap of our combined platform is already unlocking substantial value. By implementing best practices, streamlining our cost structure, and maximizing our use of infrastructure, we expect to capture $1 billion in sustainable pre-tax synergies by the end of next year. This is on top of $1 billion in annual pre-tax free cash flow improvements we expect to achieve through the business optimization program that we launched just over a year ago. Moreover, the combined assets of the two companies will compete for capital, which will lead to greater capital efficiencies and allow us to review our portfolio in light of our go-forward vision for Devon and each asset’s contribution to the Company’s value.

Bottom line, the new Devon Energy is expected to generate significant free cash flow that underpins leading returns for you, our stockholders. With Board approval at closing, we increased our quarterly dividend to $0.32 per share and authorized a new share repurchase program of $8 billion. This is a clear expression of our confidence in the combined company’s free cash flow potential and our steadfast commitment to returning capital to stockholders.

Governance built for the new Devon

The powerful combination of Devon and Coterra requires an equally powerful governance structure. Our Board consists of 11 directors. Six are from legacy Devon, including Lead Independent Director Brent Smolik, and five are from legacy Coterra. In constructing the Board, we sought to bring together deep industry experience, diverse perspectives, and an unrelenting focus on disciplined capital allocation.

The full Board and leadership team are firmly committed to responsible governance. This includes a long-term focus, a comprehensive risk-management approach, and an operating mindset that prioritizes safety, environmental stewardship, and support for the communities where we operate.

We encourage you to review this Proxy Statement and visit our website for additional details on our pay-for-performance compensation program, director qualifications and tenure, committee assignments, and other matters related to our robust governance framework.

A foundation of operational excellence

We have high expectations for the future of this combination, which is built on a proven track record of disciplined execution.

In 2025, Devon’s production outperformed expectations, including oil volumes that surpassed the top end of guidance. Capital efficiency significantly improved throughout the year, and well productivity and capital efficiency exceeded industry averages by a wide margin. This means we extracted more value from every dollar invested.

Coterra brings a similarly disciplined culture of execution, a high-quality asset base, and a leadership team that shares our commitment to technology-driven operational leadership. Together, these strengths form the foundation of what we will achieve as one company.

Starting from a position of strength

For more than 50 years, Devon has been a leader in finding solutions to the many challenges posed by the world’s growing need for energy. We know the world will need more oil and natural gas for decades to come. Energy, vital to the national security of all nations, fuels human progress and helps economies expand. Without access to reliable, affordable energy, the modern world does not exist.

We look at our future from a position of strength. Our operational outperformance, cash-flow leadership, cost discipline, and diverse portfolio depth give us flexibility, and compelling advantages as we pursue the most value-accretive opportunities for stockholders.

Above all, our people give us the greatest confidence. Their drive, discipline, leadership, and execution will power our competitiveness going forward.

The Coterra merger is another bold step forward toward a more profitable and durable future. We are better positioned than ever before to provide the energy people need and deliver the value our stockholders expect.

Thank you for your continued trust and investment, and we respectfully ask for your voting support on the proposals that follow.

Sincerely,

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Meeting Agenda

Stockholders will be asked to vote on the following matters at the 2026 Annual Meeting of Stockholders (Annual Meeting):

Your Vote Is Important

We encourage you to vote your shares of Devon Energy Corporation common stock in any of the following ways:

If you are a non-registered stockholder, please refer to the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you to vote in advance of the meeting.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS (cont.)

Each stockholder of record as of the close of business on May 18, 2026 (the record date) is entitled to receive notice of, attend, submit questions, and vote at the meeting. A full set of proxy materials, including this notice, the accompanying Proxy Statement and proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2025, is being mailed beginning on or about May 28, 2026, to each stockholder of record as of the record date. A complete list of stockholders entitled to vote during the Annual Meeting will be available to our stockholders during ordinary business hours for a period of 10 days prior to the Annual Meeting at our principal offices located at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024.

For specific information, please refer to the section “Frequently Asked Questions About the Annual Meeting” beginning on page 90.

BY ORDER OF THE BOARD OF DIRECTORS

Marcus G. Bolinder

Vice President Corporate Governance and Secretary

Houston, Texas

May 28, 2026

NYSE: DVN

www.devonenergy.com

Three Memorial City Plaza

840 Gessner Road, Suite 1400

Houston, TX 77042

(281) 589-4600