Material Event Form 8 K

On March 3, 2023, Devon Energy Corporation (the "Company" or "Devon") filed an automatic shelf registration statement on Form S-3(File No. 333-270269)(as amended, the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, covering an unspecified amount of securities, including shares of its common stock, par value $0.10 per share (the "Common Stock").

On October 3, 2024, the Company filed a prospectus supplement to the Registration Statement (the "Resale Prospectus Supplement") covering the resale of up to 37,338,223 shares of Common Stock, which may be used by the selling stockholders identified therein to resell shares of Common Stock received by the selling stockholders in connection with the transactions (the "Grayson Mill Acquisition") contemplated by that certain securities purchase agreement, dated as of July 8, 2024 (the "Purchase Agreement"), by and among Devon, WPX Energy Williston, LLC, a Delaware limited liability company and a wholly owned subsidiary of Devon, Grayson Mill Holdings II, LLC, a Delaware limited liability company ("GM II Seller"), Grayson Mill Holdings III, LLC, a Delaware limited liability company (together with GM II Seller, the "Sellers"), Grayson Mill Intermediate HoldCo II, LLC, a Delaware limited liability company and Grayson Mill Intermediate HoldCo III, LLC, a Delaware limited liability company. Pursuant to the terms of the Purchase Agreement, at the closing of the Grayson Mill Acquisition, the Company, the Sellers and certain of the Sellers' respective designees entered into a Registration Rights Agreement, pursuant to which, among other things and subject to certain restrictions, the Company agreed to file with the SEC a prospectus supplement registering for resale the shares of Common Stock issued to the Sellers (or their permitted transferees) upon consummation of the Grayson Mill Acquisition.

The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.