WPXP / WPX Energy, 6.25% Series A Mandatory Convertible Cumulative Preferred Stock - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

WPX Energy, 6.25% Series A Mandatory Convertible Cumulative Preferred Stock
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LEI ZXZE9GCS2BB547GJW219
CIK 1518832
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to WPX Energy, 6.25% Series A Mandatory Convertible Cumulative Preferred Stock
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: WPX Energy Inc. Title of Class of Securities: Common Stock CUSIP Number: 98212B103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

January 28, 2021 15-12B

- 15-12B

15-12B 1 d113488d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35322 WPX ENERGY, INC. (Exact name of

January 19, 2021 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

January 19, 2021 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

January 19, 2021 POSASR

- POSASR

As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

January 19, 2021 S-8 POS

- S-8 POS

S-8 POS 1 d111288ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 19, 2021 Registration No. 333-225143 Registration No. 333-225141 Registration No. 333-204355 Registration No. 333-188767 Registration No. 333-178388 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-22514

January 19, 2021 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

January 19, 2021 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

January 12, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WPX ENERGY, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WPX ENERGY, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98212B103 (CUSIP Number) D. Martin Phillips EnCap Investments L.P. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002 (713) 659-6100 with a copy

January 7, 2021 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 18, 2021, pursuant to the provisions of Rule 12d2-2 (a).

January 7, 2021 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 19, 2021, pursuant to the provisions of Rule 12d2-2 (a).

January 7, 2021 EX-99.1

Devon Energy and WPX Energy Complete Merger of Equals Transaction

Exhibit 99.1 Devon Energy Corporation 333 West Sheridan Avenue Oklahoma City, OK 73102-5015 Devon Energy and WPX Energy Complete Merger of Equals Transaction OKLAHOMA CITY & TULSA, Okla. – Jan. 7, 2021 – Devon Energy Corporation (“Devon”) (NYSE: DVN) and WPX Energy, Inc. (“WPX”) (NYSE: WPX) today announced the successful completion of their previously announced all-stock merger of equals, creating

January 7, 2021 EX-10.1

incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed January 7, 2021; File No. 001-35322

EX-10.1 2 tm2039568d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 WPX ENERGY, INC. GLOBAL AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTS This GLOBAL AMENDMENT (this “Amendment”) is dated [ ], 2020 and amends each outstanding Performance-Based Restricted Stock Unit Agreement (each, an “Agreement” and collectively, the “Agreements”) issued by WPX Energy, Inc. (the “Company”), pursuant to th

January 7, 2021 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

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): January 7, 2021 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction (Commission File No.) (IRS Employer Id

December 31, 2020 8-K

Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

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): December 30, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction (Commission File No) (IRS Employer I

December 31, 2020 425

Merger Prospectus - 425

425 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): December 30, 2020 Devon Energy Corporation (Exact name of registrant as specified in its charter) DELAWARE 001-32318 73-1567067 (State or other jurisdiction of incorporation) (Com

December 22, 2020 425

Merger Prospectus - 425

425 1 tm2039130d2425.htm 425 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): December 22, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of inco

December 22, 2020 8-K

Other Events - FORM 8-K

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): December 22, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction (Commission File No.) (IRS Employer

December 22, 2020 425

Merger Prospectus - 425

425 1 d20538d425.htm 425 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): December 22, 2020 Devon Energy Corporation (Exact name of registrant as specified in its charter) DELAWARE 001-32318 73-1567067 (State or other jurisdiction o

December 21, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

December 15, 2020 425

Merger Prospectus - 425

Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 DATE: Tuesday, December 15, 2020 FROM: Executive Committee TO: All DVN / WPX Employees SUBJECT: Devon’s new senior leadership team identified A major step was taken last week t

December 15, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

December 9, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

December 4, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

November 24, 2020 DEFM14A

- DEFM14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

November 20, 2020 425

Merger Prospectus - 425

Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

November 20, 2020 425

Merger Prospectus - 425

Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 FINAL 11.20.20 Integration update SEC filing progresses and culture survey launch. Devon and WPX continue to work with the Securities and Exchange Commission to finalize the di

November 13, 2020 425

Merger Prospectus - 425

Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

November 13, 2020 425

Merger Prospectus - 425

425 1 tm2034824-4425.htm 425 Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 Integration team structure, tasks and timelines established. Integration planning progress continued this week. Functional team members have been i

November 12, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

November 9, 2020 425

Merger Prospectus - 425

Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 Devon + WPX merger and integration update 11.06.20 Good afternoon everyone, As we’ve shared before, we’re committed to providing regular updates on the merger and integration p

November 6, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

November 4, 2020 425

Merger Prospectus - 425

425 1 d47072d425.htm 425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 11.03.20 Q3 Results and Merger Integration Update Video Hello everyone. We’re doing a video today in place of the town hall to talk about the Q

November 3, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Ener

November 3, 2020 425

Merger Prospectus - 425

Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 REFINITIV STREETEVENTS EDITED TRANSCRIPT Q3 2020 WPX Energy Inc Earnings Call EVENT DATE/TIME: NOVEMBER 03, 2020 / 3:00PM GMT CORPORATE PARTICIPANTS Clay M. Gaspar WPX Energy,

November 2, 2020 DEFA14A

- DEFA14A

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): November 2, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S.

November 2, 2020 EX-99.1

WPX Energy Reports 3Q 2020 Results Outlook Points to 2021 Momentum

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Nov. 2, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 3Q 2020 Results Outlook Points to 2021 Momentum · Current oil rate of approx. 140,000 bbl/d already at the year-end target · Increasing 4Q oil target to 137,000-143,000 bbl/d · Reducing 2020 full-year CAPEX by anot

November 2, 2020 425

Merger Prospectus - 425

425 1 tm2034824-1425.htm 425 Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 3Q2020 EARNINGS CALL R I C K M U N C R I E F , C H A I R M A N & C E O NOVEMBER 3, 2020 N Y S E : W P X ✓ Expected 2020 free cash flow increasing 5

November 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): November 2, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S.

November 2, 2020 EX-99.1

WPX Energy Reports 3Q 2020 Results Outlook Points to 2021 Momentum

EX-99.1 2 tm2034604d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Nov. 2, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 3Q 2020 Results Outlook Points to 2021 Momentum · Current oil rate of approx. 140,000 bbl/d already at the year-end target · Increasing 4Q oil target to 137,000-143,000

October 30, 2020 425

Merger Prospectus - 425

425 1 d94966d425.htm 425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 Devon and WPX merger integration update 10.30.20 Progress continues on the Devon/WPX merger integration planning. McKinsey was selected as the

October 30, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

October 29, 2020 425

Merger Prospectus - 425

425 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 29, 2020 Devon Energy Corporation (Exact name of registrant as specified in its charter) DELAWARE 001-32318 73-1567067 (State or other jurisdiction of incorporation) (Comm

October 26, 2020 425

Merger Prospectus - 425

Filed by WPX Energy, Inc. Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 Devon and WPX merger update · Integration team named · Working quickly to create the new Devon · No merger-related reductions until 2021 Senior leaders from WPX and Devon have

October 23, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

October 7, 2020 425

Merger Prospectus - 425

425 1 d33955d425.htm 425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc. Commission File No.: 1-35322 What should I say if a vendor Devon contacts me to find out about the impact of the merger on an existing account or to solicit business based

October 6, 2020 SC 13D

WPX / WPX Energy, Inc. / DEVON ENERGY CORP/DE - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WPX Energy, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98212B103 (CUSIP Number) Lyndon C. Taylor Executive Vice President and Chief Legal & Administrative Officer Devon Energy Corporation 333 W. Sheridan Ave. Oklahom

October 5, 2020 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LINDA HUDSON, on behalf of herself and all other similarly situated stockholders of WPX ENERGY, INC., Plaintiff, v. RICHARD E. MUNCRIEF, JOHN A. CARRIG, CLAY M. GASPAR, ROBERT K. HERDMAN, KELT KINDICK

EX-99.1 2 tm2032459d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LINDA HUDSON, on behalf of herself and all other similarly situated stockholders of WPX ENERGY, INC., Plaintiff, v. RICHARD E. MUNCRIEF, JOHN A. CARRIG, CLAY M. GASPAR, ROBERT K. HERDMAN, KELT KINDICK, KARL F. KURZ, HENRY E. LENTZ, KIMBERLY S. LUBEL, VALERIE M. WILLIAMS, DAVID F. WORK, and W

October 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 28, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorp

October 2, 2020 425

Merger Prospectus - 425

Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

October 1, 2020 SC 13D/A

WPX / WPX Energy, Inc. / EnCap Energy Capital Fund X, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* WPX ENERGY, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98212B103 (CUSIP Number) D. Martin Phillips EnCap Investments L.P. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002 (713) 659-6100 wit

September 29, 2020 425

Merger Prospectus - 425

Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

September 29, 2020 425

Merger Prospectus - 425

425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

September 28, 2020 EX-99.2

+ Devon and WPX Strategic Merger of Equals September 28, 2020 NYSE: DVNdevonenergy.com NYSE: WPXwpxenergy.com

Exhibit 99.2 + Devon and WPX Strategic Merger of Equals September 28, 2020 NYSE: DVNdevonenergy.com NYSE: WPXwpxenergy.com ACCRETIVE ON ALL RELEVANT FINANCIAL METRICS (Combines the best capabilities of both organizations) ACCELERATES CASH-RETURN BUSINESS MODEL (Merger enhances free cash flow generating capabilities) POWDER RIVER BASIN 24 MBOED WILLISTON BASIN 63 MBOED MAINTAINS STRONG BALANCE SHEE

September 28, 2020 425

Merger Prospectus - 425

425 1 tm2031871-5425.htm 425 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): September 28, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of inc

September 28, 2020 425

Merger Prospectus - 425

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): September 26, 2020 Devon Energy Corporation (Exact name of Registrant as specified in its charter) DELAWARE 001-32318 73-1567067 (State or other jurisdiction of incorporation or organ

September 28, 2020 EX-2.1

Merger Agreement, dated as of September 26, 2020, by and among Devon, East Merger Sub, Inc. and WPX.

Exhibit 2.1 EXECUTION VERSION Agreement and Plan of Merger By and Among DEVON ENERGY CORPORATION, EAST MERGER SUB, INC. and WPX ENERGY, INC. September 26, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 Merger of Merger Sub into East 2 Section 1.2 Effect of the Merger 2 Section 1.3 Closing; Effective Time 2 Section 1.4 Certificate of Incorporation and Bylaws of the Surviving Corporati

September 28, 2020 EX-10.1

Support Agreement, dated as of September 26, 2020, by and between Devon and EnCap.

EX-10.1 3 tm2031871d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2020, by and among each stockholder of WPX Energy, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Devon Energy Corporation, a Delaware corp

September 28, 2020 EX-99.1

Transcript of joint investor conference call, hosted by WPX and Devon on September 28, 2020.

EX-99.1 2 tm2031871d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 REFINITIV STREETEVENTS EDITED TRANSCRIPT DVN.N - Devon Energy Corp and WPX Energy Inc Strategic Merger of Equals - M&A Call EVENT DATE/TIME: SEPTEMBER 28, 2020 / 12:30PM GMT OVERVIEW: DVN has announced that it has entered into an agreement with WPX Energy to combine in an all-stock merger of equals transaction. CORPORATE PARTICIPANTS David

September 28, 2020 425

Merger Prospectus - 425

Filed by Devon Energy Corporation Pursuant to Rule 425 under the Security Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: WPX Energy, Inc.

September 28, 2020 EX-99.3

CEO Email to all WPX

Exhibit 99.3 [what] CEO Email to all WPX [subject line] Adjusting to A New Era [content] I want to be the first to inform you that WPX has agreed to merge with Devon Energy. You can find more details in the joint press release. Our board unanimously supports this direction. Creating strength takes many shapes. A year ago, a combination of WPX and Devon as equals was unthinkable. Yet, here we are f

September 28, 2020 425

Merger Prospectus - 425

425 1 tm2031871d3425.htm 425 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): September 26, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Co

September 28, 2020 EX-99.1

Devon Energy and WPX Energy to Combine in Merger of Equals Creating a Leading Energy Company Focused on Generating Free Cash Flow and Return of Capital to Shareholders

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Sept. 28, 2020 Devon Energy and WPX Energy to Combine in Merger of Equals Creating a Leading Energy Company Focused on Generating Free Cash Flow and Return of Capital to Shareholders · Merger of equals creates a leading unconventional oil producer in the U.S. · Builds a dominant Delaware Basin acreage position totaling 400,000 net ac

September 28, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 28, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission File No.) (IRS Emplo

September 28, 2020 EX-99.4

WPX has announced plans to combine with Devon in a merger of equals. The strategic combination will make the combined company one of the largest unconventional oil producers in the U.S.

Exhibit 99.4 WPX has announced plans to combine with Devon in a merger of equals. The strategic combination will make the combined company one of the largest unconventional oil producers in the U.S. This merger offers enhanced scale, improved margins, higher free cash flow and leverages our operational strengths. Below are some answers to questions that might be on your mind. RATIONALE 1. Why did

September 28, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): September 26, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission File No.) (IRS Emplo

July 31, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy, I

July 29, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Emp

July 29, 2020 EX-99.1

WPX Energy Reports 2Q 2020 Results Discipline drives strong quarter

EX-99.1 2 tm2025807d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: July 29, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 2Q 2020 Results Discipline drives strong quarter · Hedging strategy provides certainty, stability · Cutting capital by $50 million; still targeting oil exit rate of 140

June 17, 2020 EX-1.1

Underwriting Agreement, dated June 3, 2020, by and between WPX Energy, Inc. and Wells Fargo Securities, LLC as representative of the several underwriters.

EX-1.1 2 tm2021306d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version WPX ENERGY, INC. $500,000,000 5.875% Senior Notes due 2028 UNDERWRITING AGREEMENT Dated: June 3, 2020 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 16 SECTION 3. Covenants of the Company 17 SECTION 4. Payment of Expenses 21 SECTION 5. Conditions of Unde

June 17, 2020 EX-4.1

Form of Sixth Supplemental Indenture, to be dated as of June 17, 2020, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1 WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of June 17, 2020 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 Article 2 General Terms and Conditions of the Notes Section 2.01. Designation and

June 17, 2020 EX-4.1

incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed June 17, 2020; File No. 001-35322

Exhibit 4.1 WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of June 17, 2020 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 Article 2 General Terms and Conditions of the Notes Section 2.01. Designation and

June 17, 2020 8-K

Current Report

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): June 17, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction (Commission (IRS Employer of incorporati

June 17, 2020 8-K

Current Report

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): June 17, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction (Commission (IRS Employer of incorporati

June 5, 2020 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.875% Senior Notes due 2028 $500,000,000 10

Use these links to rapidly review the document Table of Contents Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

June 3, 2020 8-K

Current Report

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): June 3, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction (Commission (IRS Employer of incorporatio

June 3, 2020 FWP

WPX ENERGY, INC. Pricing Term Sheet $500,000,000 5.875% Senior Notes due 2028

Filed Pursuant to Rule 433 Registration No. 333-221301 June 3, 2020 WPX ENERGY, INC. Pricing Term Sheet $500,000,000 5.875% Senior Notes due 2028 This term sheet supplements the information set forth in the Prospectus Supplement, subject to completion, dated June 3, 2020 to the Prospectus dated November 2, 2017 (the “Preliminary Prospectus Supplement”). Terms used in this term sheet but not define

June 3, 2020 424B5

SUBJECT TO COMPLETION, DATED JUNE 3, 2020

Use these links to rapidly review the document Table of Contents Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

May 27, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): May 21, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (IRS Employer

May 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy,

May 6, 2020 EX-99.1

WPX Energy Reports 1Q 2020 Results Taking steps to protect cash flow and preserve operational flexibility

EX-99.1 2 tm2018541d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 DATE: May 6, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 1Q 2020 Results Taking steps to protect cash flow and preserve operational flexibility Planning $700 million in capital cuts vs. original plan Targeting $100 million of cost savings this year from operating expenses

May 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Emplo

April 21, 2020 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

DEFA14A 1 tm2016423-1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commi

March 31, 2020 DEF 14A

Schedule 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2020 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

March 16, 2020 SC 13D

WPX / WPX Energy, Inc. / EnCap Energy Capital Fund X, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* WPX ENERGY, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98212B103 (CUSIP Number) D. Martin Phillips EnCap Investments L.P. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002 (713) 659-6100 with a

March 16, 2020 EX-99.3

ESCROW AGREEMENT WPX ENERGY, INC., FELIX INVESTMENTS HOLDINGS II, LLC CITIBANK, N.A., as Escrow Agent Dated as of March 6, 2020

EX-99.3 Exhibit 3 Execution Version ESCROW AGREEMENT among WPX ENERGY, INC., FELIX INVESTMENTS HOLDINGS II, LLC and CITIBANK, N.A., as Escrow Agent Dated as of March 6, 2020 ESCROW AGREEMENT (this “Agreement”), dated as of March 6, 2020 (the “Execution Date”), by and among WPX Energy, Inc., a Delaware corporation (“Buyer”), Felix Investments Holdings II, LLC, a Delaware limited liability company (

March 16, 2020 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of WPX Energy, Inc., a Delaware corporation, and further agree that t

March 12, 2020 S-3ASR

WPX / WPX Energy, Inc. S-3ASR - - S-3ASR

S-3ASR 1 a2240974zs-3asr.htm S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 12, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WPX Energy, Inc. (Exact Name of Registrant as Speci

March 12, 2020 EX-99.1

Report of Independent Auditors

EX-99.1 4 tm2010774d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Report of Independent Auditors To the Board of Managers and Member Felix Energy Holdings II, LLC Report on the Financial Statements We have audited the accompanying consolidated financial statements of Felix Energy Holdings II, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the

March 12, 2020 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpora

March 12, 2020 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of WPX Energy, Inc. (“WPX”) and Felix Energy Holdings II, LLC (“Felix”), and has been adjusted to reflect the following: • The acquisition of Felix for consideration of approximately $2.

March 12, 2020 EX-24.1

Power of Attorney.

EX-24.1 7 a2240974zex-241.htm EX-24.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 24.1 POWER OF ATTORNEY We, the undersigned officers and directors of WPX Energy, Inc., do hereby constitute and appoint Stephen E. Brilz and Dennis C. Cameron, and each of them acting alone, our true and lawful attorneys and agents, to do any and all acts and things in our name and on ou

March 12, 2020 EX-99.3

March 3, 2020

Exhibit 99.3 March 3, 2020 Mr. Ben Jackson Felix Energy Holdings II, LLC 1530 16th Street, Suite 500 Denver, Colorado 80202 Dear Mr. Jackson: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2019, to the Felix Energy Holdings II, LLC (Felix) interest in certain oil and gas properties located in Texas. We completed our evaluation on or ab

March 6, 2020 EX-10.2

Registration Rights Agreement, by and between WPX Energy, Inc. and Felix Investment Holdings II, LLC, dated as of March 6, 2020.

EX-10.2 3 tm2011831d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2020, is by and among WPX Energy, Inc., a Delaware corporation (the “Company”), Felix Investments Holdings II, LLC, a Delaware limited liability company (the “Investor”), and the other Holders (as defined below) from t

March 6, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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): March 5, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorporati

March 6, 2020 EX-10.1

Stockholders’ Agreement, by and among WPX Energy, Inc., Felix Investment Holdings II, LLC, EnCap Energy Capital Fund X, L.P. and certain members of Felix Energy Holdings II, LLC’s management team, dated as of March 6, 2020.

EX-10.1 2 tm2011831d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 6, 2020, is entered into by and among WPX Energy, Inc., a Delaware corporation (the “Company”), Felix Investments Holdings II, LLC, a Delaware limited liability company (the “Investor”) and, solely for purposes of Section 2.1, Sectio

March 6, 2020 EX-99.1

WPX Completes Acquisition of Felix Energy Shareholders overwhelmingly approve transaction

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: March 6, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Completes Acquisition of Felix Energy Shareholders overwhelmingly approve transaction TULSA, Okla. – WPX Energy (NYSE: WPX) has completed its previously announced acquisition of Felix Energy, which has operations in the eastern

February 28, 2020 EX-21.1

List of Subsidiaries of WPX Energy, Inc. (all Delaware entities unless otherwise indicated)

Exhibit 21.1 List of Subsidiaries of WPX Energy, Inc. (all Delaware entities unless otherwise indicated) 1 Cardinal Oil and Gas Holdings, LLC DBA in New Mexico and Texas as: Cardinal Exploration & Production, LLC 2 Catalyst Midstream Partners, LLC 3 Oryx Delaware Holdings, LLC 4 Stateline Crude, LLC - an Oklahoma LLC 5 Stateline Gathering, LLC - an Oklahoma LLC 6 Stateline Marketing, LLC 7 Stateli

February 28, 2020 EX-99.1

February 20, 2020

Exhibit 99.1 February 20, 2020 Manager, Corporate Reserves WPX Energy, Inc. One Williams Center, Suite 2600 Tulsa, Oklahoma 74172 Dear Sir or Madam: In accordance with your request, we have audited the estimates prepared by WPX Energy, Inc. and its subsidiaries WPX Energy Williston, LLC; WPX Energy Permian, LLC; and WPX Energy RM Company, LLC (collectively referred to herein as "WPX"), as of Decem

February 28, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy, Inc.

February 28, 2020 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned individuals, in his or her capacity as a director of WPX Energy, Inc., a Delaware corporation (“WPX Energy”), does hereby constitute and appoint each of Dennis C. Cameron and Stephen E. Brilz as his or her true and lawful attorney-in-fact, with full power and authority to sign WPX Energy’s Annual Report on

February 28, 2020 8-K

Current Report

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): February 27, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpo

February 28, 2020 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

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): February 27, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpo

February 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S.

February 26, 2020 EX-99.1

Press release dated February 26, 2020

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Feb. 26, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 4Q and Full-Year 2019 Results Delivered disciplined growth and strong free cash flow · 2019 net income of $256 million is 70% higher than 2018 · 2019 Adjusted EBITDAX (non-GAAP, reconciliation available) up 27% de

February 26, 2020 EX-99.1

WPX Energy Reports 4Q and Full-Year 2019 Results Delivered disciplined growth and strong free cash flow

EX-99.1 2 tm2010774d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Feb. 26, 2020 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 4Q and Full-Year 2019 Results Delivered disciplined growth and strong free cash flow · 2019 net income of $256 million is 70% higher than 2018 · 2019 Adjusted EBITDAX (

February 26, 2020 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

DEFA14A 1 tm2010774-2defa14a.htm DEFA14A 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): February 26, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdic

February 12, 2020 SC 13G/A

WPX / WPX Energy, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: WPX Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 98212B103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

February 5, 2020 DEFM14A

WPX / WPX Energy, Inc. DEFM14A - - DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL INFORMATION TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 28, 2020 SC 13G/A

WPX / WPX Energy, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* WPX ENERGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98212B103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

January 21, 2020 PRER14A

WPX / WPX Energy, Inc. PRER14A - - PRER14A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL INFORMATION TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 17, 2020 PREM14A

WPX / WPX Energy, Inc. PREM14A - - PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL INFORMATION TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 10, 2020 EX-1.1

Underwriting Agreement, dated January 7, 2020, by and between WPX Energy, Inc. and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives.

Exhibit 1.1 WPX ENERGY, INC. $900,000,000 4.500% Senior Notes due 2030 UNDERWRITING AGREEMENT Dated: January 7, 2020 Table of Contents Page SECTION 1. Representations and Warranties 3 SECTION 2. Sale and Delivery to Underwriters; Closing 17 SECTION 3. Covenants of the Company 18 SECTION 4. Payment of Expenses 23 SECTION 5. Conditions of Underwriters’ Obligations 24 SECTION 6. Indemnification 28 SE

January 10, 2020 8-K

Entry into a Material Definitive Agreement

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): January 7, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpora

January 10, 2020 EX-4.1

incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed June 17, 2020; File No. 001-35322

Exhibit 4.1 WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of January 10, 2020 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 Article 2 General Terms and Conditions of the Notes Section 2.01. Designation a

January 9, 2020 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.500% Senior Notes due 2030 $900,000,000 10

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

January 7, 2020 EX-99.4

Reserve report of Felix Energy Holdings II, LLC issued by Netherland, Sewell & Associates, Inc., an independent petroleum engineering firm, dated January 17, 2019

Exhibit 99.4 January 17, 2019 Mr. Ben Jackson Felix Energy Holdings II, LLC 1530 16th Street, Suite 500 Denver, Colorado 80202 Dear Mr. Jackson: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2018, to the Felix Energy Holdings II, LLC (Felix) interest in certain oil and gas properties located in Texas. We completed our evaluation on or

January 7, 2020 8-K

Financial Statements and Exhibits, Other Events

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): January 7, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpora

January 7, 2020 EX-99.1

Report of Independent Auditors

EXHIBIT 99.1 Report of Independent Auditors To the Board of Managers and Member Felix Energy Holdings II, LLC Report on the Financial Statements We have audited the accompanying consolidated financial statements of Felix Energy Holdings II, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of income, m

January 7, 2020 FWP

WPX ENERGY, INC. Pricing Term Sheet $900,000,000 4.500% Senior Notes due 2030

Filed Pursuant to Rule 433 Registration No. 333-221301 January 7, 2020 WPX ENERGY, INC. Pricing Term Sheet $900,000,000 4.500% Senior Notes due 2030 This term sheet supplements the information set forth in the Prospectus Supplement, subject to completion, dated January 7, 2020 to the Prospectus dated November 2, 2017 (the “Preliminary Prospectus Supplement”). Terms used in this term sheet but not

January 7, 2020 EX-99.4

January 17, 2019

EX-99.4 7 tm201149d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 January 17, 2019 Mr. Ben Jackson Felix Energy Holdings II, LLC 1530 16th Street, Suite 500 Denver, Colorado 80202 Dear Mr. Jackson: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2018, to the Felix Energy Holdings II, LLC (Felix) interest in certain oil and gas properties located

January 7, 2020 EX-99.3

Unaudited Pro Forma Condensed Combined Financial Information

EXHIBIT 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of WPX Energy, Inc. (“WPX”) and Felix Energy Holdings II, LLC (“Felix”), and has been adjusted to reflect the following: • Proposed acquisition of Felix for consideration of approximatel

January 7, 2020 EX-99.2

Historical unaudited condensed consolidated financial statements of Felix Energy Holdings II, LLC

EXHIBIT 99.2 Felix Energy Holdings II, LLC Condensed Consolidated Balance Sheets (unaudited) September 30, December 31, 2019 2018 (in thousands) ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,490 $ 6,677 Restricted cash 3,602 - Accounts receivable Trade 66,867 36,829 Joint interest 7,621 251 Derivative settlements 476 4,747 Derivative asset 10,405 - Prepaid and other current assets 1,488 1,07

January 7, 2020 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

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): January 7, 2020 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpora

January 7, 2020 424B5

Subject To Completion, dated January 7, 2020

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

January 7, 2020 EX-99.1

Historical audited consolidated financial statements of Felix Energy Holdings II, LLC

EXHIBIT 99.1 Report of Independent Auditors To the Board of Managers and Member Felix Energy Holdings II, LLC Report on the Financial Statements We have audited the accompanying consolidated financial statements of Felix Energy Holdings II, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of income, m

January 7, 2020 EX-99.2

Felix Energy Holdings II, LLC

EX-99.2 5 tm201149d1ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 Felix Energy Holdings II, LLC Condensed Consolidated Balance Sheets (unaudited) September 30, December 31, 2019 2018 (in thousands) ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,490 $ 6,677 Restricted cash 3,602 - Accounts receivable Trade 66,867 36,829 Joint interest 7,621 251 Derivative settlements 476 4,747 Derivative asset 10,405 -

January 7, 2020 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 6 tm201149d1ex99-3.htm EXHIBIT 99.3 EXHIBIT 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of WPX Energy, Inc. (“WPX”) and Felix Energy Holdings II, LLC (“Felix”), and has been adjusted to reflect the following: • Proposed acquisitio

December 17, 2019 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

December 16, 2019 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

DEFA14A 1 tm1926293d2defa14a.htm DEFA14A 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): December 15, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdic

December 16, 2019 EX-2.1

Securities Purchase Agreement, dated as of December 15, 2019, by and among Felix Investments Holdings II, LLC and WPX Energy, Inc.

Exhibit 2.1 FINAL FORM SECURITIES PURCHASE AGREEMENT by and between FELIX INVESTMENTS HOLDINGS II, LLC, as Seller, and WPX ENERGY, INC., as Purchaser, Dated as of December 15, 2019 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewhere 1 ARTICLE II PURCHASE AND SALE 4 2.1 Purchase and Sale 4 2.2 Purchase Price 4 2.3 Adjustments to Unadjusted Pu

December 16, 2019 DEFA14A

WPX / WPX Energy, Inc. DEFA14A - - DEFA14A

DEFA14A 1 a19-262933defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

December 16, 2019 EX-99.1

WPX Energy Accelerates 5-Year Vision with Opportunistic Transaction Initiating dividend in conjunction with accretive Felix acquisition

EX-99.1 3 tm1926293d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 DATE: Dec. 16, 2019 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Accelerates 5-Year Vision with Opportunistic Transaction Initiating dividend in conjunction with accretive Felix acquisition · Transaction is accretive on all important metrics: EPS, CFPS, FCF per share, ROCE and NAV · Fel

December 16, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): December 15, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission (IRS Employer incorpo

December 16, 2019 EX-99.1

Joint Press Release issued December 16, 2019 by WPX Energy, Inc. and Felix Investments Holdings II, LLC

Exhibit 99.1 DATE: Dec. 16, 2019 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Accelerates 5-Year Vision with Opportunistic Transaction Initiating dividend in conjunction with accretive Felix acquisition · Transaction is accretive on all important metrics: EPS, CFPS, FCF per share, ROCE and NAV · Felix production stream of 70% oil enhances WPX’

December 16, 2019 EX-2.1

Securities Purchase Agreement, dated as of December 15, 2019, by and among Felix Investments Holdings II, LLC and WPX Energy, Inc.

Exhibit 2.1 FINAL FORM SECURITIES PURCHASE AGREEMENT by and between FELIX INVESTMENTS HOLDINGS II, LLC, as Seller, and WPX ENERGY, INC., as Purchaser, Dated as of December 15, 2019 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewhere 1 ARTICLE II PURCHASE AND SALE 4 2.1 Purchase and Sale 4 2.2 Purchase Price 4 2.3 Adjustments to Unadjusted Pu

November 14, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 14, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S.

November 14, 2019 EX-99.1

Clay M. Gaspar Elected to WPX’s Board of Directors

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Nov. 14, 2019 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 Clay M. Gaspar Elected to WPX’s Board of Directors TULSA, Okla. – WPX Energy (NYSE: WPX) President and Chief Operations Officer Clay M. Gaspar has been elected to the company’s board of directors effectively immediately. Gaspar has

October 31, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Ener

October 30, 2019 EX-99.1

WPX Energy Reports 3Q 2019 Results Delivers free cash flow, capital discipline and share repurchase progress

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Oct. 30, 2019 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 3Q 2019 Results Delivers free cash flow, capital discipline and share repurchase progress · 3Q oil volumes were 108.6 Mbbl/d; up 11% vs. 2Q · Projecting 109-111 Mbbl/d in 4Q oil volumes: up 4% vs. prior outlook ·

October 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 30, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. E

September 24, 2019 8-K

Current Report

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): September 24, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of (Commission File Number) (IRS Em

September 24, 2019 EX-4.1

Fourth Supplemental Indenture, dated as of September 24, 2019, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1 Execution Version WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of September 24, 2019 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 Article 2 General Terms and Conditions of the Notes Sectio

September 24, 2019 8-K

Current Report

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): September 24, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of incorporation) (Commission File

September 24, 2019 EX-1.1

Underwriting Agreement, dated September 10, 2019, by and between WPX Energy, Inc. and BofA Securities, Inc. as representative of the several underwriters.

Exhibit 1.1 EXECUTION VERSION WPX ENERGY, INC. $600,000,000 5.250% Senior Notes due 2027 UNDERWRITING AGREEMENT Dated: September 10, 2019 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 14 SECTION 3. Covenants of the Company 15 SECTION 4. Payment of Expenses 20 SECTION 5. Conditions of Underwriters’ Obligations 20 SECTION 6.

September 24, 2019 EX-4.1

Form of Fourth Supplemental Indenture, to be dated as of September 24, 2019, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1 Execution Version WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of September 24, 2019 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 Article 2 General Terms and Conditions of the Notes Sectio

September 12, 2019 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.250% Senior Notes due 2027 $600,000,000 10

424B2 1 a2239659z424b2.htm 424B2 Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-221301 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1)

September 10, 2019 FWP

WPX ENERGY, INC. Pricing Term Sheet $600,000,000 5.250% Senior Notes due 2027

Filed Pursuant to Rule 433 Registration No. 333-221301 September 10, 2019 WPX ENERGY, INC. Pricing Term Sheet $600,000,000 5.250% Senior Notes due 2027 This term sheet supplements the information set forth in the Prospectus Supplement, subject to completion, dated September 10, 2019 to the Prospectus dated November 2, 2017 (the “Preliminary Prospectus Supplement”). Terms used in this term sheet bu

September 10, 2019 424B5

SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 2019

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

September 10, 2019 SC 13G/A

WPX / WPX Energy, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* WPX ENERGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98212B103 (CUSIP Number) August 30, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

August 6, 2019 EX-10.39

incorporated herein by reference to Exhibit 10.39 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2019; File No. 001-35322

Exhibit 10.39 APPENDIX B DETERMINATION OF TSR RANKING As of the Effective Date, the Committee has established a peer group of companies for the purpose of determining the Company’s relative TSR ranking for the Performance Period or the CIC period. The table below reflects the Shares, expressed as a percentage of the Target Number of Shares, that may be payable to the Participant based upon the Com

August 6, 2019 EX-10.37

2019 RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.37 [Grant Date] TO: [Participant Name] FROM: Richard E. Muncrief SUBJECT: 2019 Restricted Stock Award For your service on the WPX Energy Board of Directors, you will receive part of your annual compensation as a restricted stock award. This award, which is subject to the 2019 Restricted Stock Award Agreement (the “Agreement), is granted and subject to the terms and conditions of the WPX

August 6, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy, I

August 6, 2019 EX-10.38

incorporated herein by reference to Exhibit 10.38 to WPX Energy, Inc.’s Form 10-Q filed August 6, 2019; File No. 001-35322

Exhibit 10.38 [Grant Date] TO: [Participant Name] FROM: Richard E. Muncrief SUBJECT: 2019 Restricted Stock Unit Award You have elected to receive part of your WPX Energy, Inc. Board of Directors annual compensation in the form of a restricted stock unit award. This award, which is subject to the 2018 Restricted Stock Unit Agreement between WPX Energy, Inc. and you (the “Agreement”), is granted and

August 5, 2019 EX-99.1

WPX Energy Reports 2Q 2019 Results Announces Share Repurchase Program

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Aug. 5, 2019 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 2Q 2019 Results Announces Share Repurchase Program · Raising full-year oil guide by 4% and full-year Boe by 5% · Reaffirming existing 2019 CAPEX plan · Projecting 108-111 Mbbl/d in 3Q oil volumes · CFFO up 48% in f

August 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Emp

May 21, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a19-1027518k.htm 8-K 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): May 16, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1- 35322 45-1836028 (State or Other Jurisdiction of (Commissio

May 2, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy,

May 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a19-918118k.htm 8-K 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): May 1, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission

May 1, 2019 EX-99.1

WPX Energy Reports 1Q 2019 Results 2019 operational and capital plan on track

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: May 1, 2019 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 1Q 2019 Results 2019 operational and capital plan on track · Expecting to generate more than $100 million of free cash flow in 2019 · 1Q cash flow from operations 88% higher vs. a year ago · 1Q Delaware oil realizat

April 23, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a19-869218k.htm 8-K 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): April 22, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commissi

April 23, 2019 EX-10.1

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 Execution Version THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of April 22, 2019 (the “Third Amendment Effective Date”), is by and among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), each of the guarantors signatory hereto (the “Guarantors”; and toget

March 27, 2019 DEFA14A

WPX / WPX Energy, Inc. DEFA14A

DEFA14A 1 a19-26213defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Comm

March 27, 2019 DEF 14A

Definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Shareholders, filed with the SEC on March 27, 2019

DEF 14A 1 a2238073zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Pr

February 21, 2019 EX-10.35

incorporated by reference to Exhibit 10.35 to WPX Energy, Inc.’s Form 10-K filed February 21, 2019; File No. 001-35322

Exhibit 10.35 [Grant Date] TO: [Participant Name] FROM: Richard E. Muncrief SUBJECT: 2019 Performance-Based Restricted Stock Unit Award You have been selected to receive a performance-based restricted stock unit award to be paid if the Company exceeds the goal for Total Shareholder Return, as established by the Committee, over the Performance Period. This award, which is subject to adjustment unde

February 21, 2019 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy, Inc.

February 21, 2019 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned individuals, in his or her capacity as a director of WPX Energy, Inc., a Delaware corporation (“WPX Energy”), does hereby constitute and appoint each of Dennis C. Cameron and Stephen E. Brilz as his or her true and lawful attorney-in-fact, with full power and authority to sign WPX Energy’s Annual Report on

February 21, 2019 EX-99.1

February 19, 2019

EX-99.1 10 exhibit9912018.htm REPORT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS Exhibit 99.1 February 19, 2019 Manager, Corporate Reserves WPX Energy, Inc. One Williams Center, Suite 2600 Tulsa, Oklahoma 74172 Dear Sir or Madam: In accordance with your request, we have audited the estimates prepared by WPX Energy, Inc. and its subsidiaries WPX Energy Williston, LLC; WPX Energy Permian, LLC;

February 21, 2019 EX-21.1

List of Subsidiaries of WPX Energy, Inc. (all Delaware entities unless otherwise indicated)

Exhibit 21.1 List of Subsidiaries of WPX Energy, Inc. (all Delaware entities unless otherwise indicated) 1 Cardinal Oil and Gas Holdings, LLC DBA in New Mexico and Texas as: Cardinal Exploration & Production, LLC 2 Catalyst Midstream Partners, LLC 3 Delaware Basin Residue, LLC 4 Oryx Delaware Holdings, LLC 5 Stateline Crude, LLC - an Oklahoma LLC 6 Stateline Gathering, LLC - an Oklahoma LLC 7 Stat

February 20, 2019 EX-99.1

WPX Energy Reports 4Q and Full-Year 2018 Results “Pivotal year” lays foundation for returning capital to shareholders

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Feb. 20, 2019 MEDIA CONTACT: INVESTOR CONTACT: Kelly Swan David Sullivan (539) 573-4944 (539) 573-9360 WPX Energy Reports 4Q and Full-Year 2018 Results “Pivotal year” lays foundation for returning capital to shareholders · $151 million net income during 2018 · Adjusted EBITDAX hits nearly $1.1 billion in 2018 (non-GAAP, see reconcili

February 20, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a19-490718k.htm 8-K 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): February 20, 2019 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commi

February 12, 2019 SC 13G/A

WPX / WPX Energy, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* WPX ENERGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98212B103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 11, 2019 SC 13G/A

WPX / WPX Energy, Inc. / VANGUARD GROUP INC Passive Investment

wpxenergyinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: WPX Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 98212B103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to desig

November 1, 2018 10-Q

Quarterly Report - 10-Q

10-Q 1 wpx2018093010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

October 31, 2018 EX-99.1

WPX Energy Reports 3Q 2018 Results 2019 Plan Generates Free Cash Flow

EX-99.1 2 a18-381901ex99d1.htm EX-99.1 Exhibit 99.1 DATE: Oct. 31, 2018 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 3Q 2018 Results 2019 Plan Generates Free Cash Flow · 3Q Delaware oil volumes up 9% vs. most recent quarter · 3Q realized prices for Delaware oil reflect benefit of marketing strategy · Early Third Bone Spring results com

October 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a18-3819018k.htm 8-K 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 31, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commi

October 10, 2018 SC 13G/A

WPX / WPX Energy, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* WPX ENERGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98212B103 (CUSIP Number) September 28, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

August 21, 2018 SC 13G

WPXP / WPX Energy, 6.25% Series A Mandatory Convertible Cumulative Preferred Stock / Selz Capital LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No....) WPX ENERGY INC. (Name of Issuer) Preferred Series A Convertible Stock (Title of Class of Securities) 98212B202 (CUSIP Number) July 27, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

August 2, 2018 10-Q

WPX / WPX Energy, Inc. 10-Q (Quarterly Report)

10-Q 1 wpx2018063010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

August 2, 2018 EX-10.32

incorporated herein by reference to Exhibit 10.32 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2018; File No. 001-35322

Exhibit 10.32 WPX ENERGY, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (TIER I EXECUTIVE) WPX ENERGY, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (TIER I EXECUTIVE) TABLE OF CONTENTS Page ARTICLE I. Definitions 1 1.2 Accrued Base Salary 1 1.3 Accrued Obligations 1 1.4 Affiliate 2 1.5 Agreement 2 1.6 Agreement Date 2 1.7 Agreement Term 2 1.8 Annual Bonus 2 1.9

August 2, 2018 EX-10.40

incorporated herein by reference to Exhibit 10.40 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2018; File No. 001-35322

Exhibit 10.40 OMNIBUS AMENDMENT TO THE WPX ENERGY, INC. 2016, 2017 AND 2018 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTS THIS OMNIBUS AMENDMENT TO THE WPX ENERGY, INC. 2016, 2017 AND 2018 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTS (this “Amendment”) is made as of the [•] day of July, 2018, by and between the Company and the Participant. WHEREAS, the Participant and the Company previo

August 2, 2018 EX-10.33

incorporated herein by reference to Exhibit 10.33 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2018; File No. 001-35322

Exhibit 10.33 WPX Energy Executive Severance Pay Plan Amended and Restated Effective July 10, 2018 0 WPX ENERGY EXECUTIVE SEVERANCE PAY PLAN (Amended and Restated Effective as of July 10, 2018) Article 1 Definitions The following capitalized words and phrases when used in the text of the Plan shall have the meanings set forth below. Words in the masculine gender shall connote the feminine gender a

August 2, 2018 EX-12.1

WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Six months ended June 30, 2018 (Millions) Earnings (loss): Loss from continuing operations before income taxes $ (153 ) Less: Equity (earnings) loss, excluding proportionate share fro

Exhibit 12 WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Six months ended June 30, 2018 (Millions) Earnings (loss): Loss from continuing operations before income taxes $ (153 ) Less: Equity (earnings) loss, excluding proportionate share from 50% owned investees and unconsolidated majority-owned investees 2 Loss before income taxes and equity (earnings) loss (151 ) Add: Fixed C

August 1, 2018 EX-99.1

WPX Energy Reports 2Q 2018 Results Oil volumes exceed forecast by roughly 5,000 barrels per day

EX-99.1 2 a18-179591ex99d1.htm EX-99.1 Exhibit 99.1 DATE: Aug. 1, 2018 MEDIA CONTACT: INVESTOR CONTACT: Kelly Swan David Sullivan (539) 573-4944 (539) 573-9360 WPX Energy Reports 2Q 2018 Results Oil volumes exceed forecast by roughly 5,000 barrels per day · 2Q oil volumes climbed to 80,800 bbl/d, 23% higher than 1Q · 2Q Delaware oil volumes grew 94% vs. year ago · 2Q Williston oil volumes up 39% v

August 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Em

July 30, 2018 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 10, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2

July 13, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a18-1717918k.htm 8-K 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): July 10, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commissi

May 23, 2018 EX-4.1

Third Supplemental Indenture, dated as of May 23, 2018, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2018).

EX-4.1 3 a18-130284ex4d1.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 23, 2018 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 ARTICLE 2 GENERAL TERMS AND C

May 23, 2018 EX-1.1

WPX ENERGY, INC. $500,000,000 5.750% Senior Notes due 2026 UNDERWRITING AGREEMENT

Exhibit 1.1 EXECUTION VERSION WPX ENERGY, INC. $500,000,000 5.750% Senior Notes due 2026 UNDERWRITING AGREEMENT Dated: May 9, 2018 TABLE OF CONTENTS Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 14 SECTION 3. Covenants of the Company 15 SECTION 4. Payment of Expenses 20 SECTION 5. Conditions of Underwriters’ Obligations 20 SECTION 6. Indemni

May 23, 2018 8-K

Other Events

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): May 23, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of incorporation) (Commission File Number

May 23, 2018 EX-4.1

incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed May 23, 2018; File No. 001-35322

Exhibit 4.1 EXECUTION VERSION WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 23, 2018 to the INDENTURE Dated as of September 8, 2014 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Relation to Base Indenture 1 Section 1.02. Definition of Terms 1 ARTICLE 2 GENERAL TERMS AND CONDITIONS OF THE NOTES Section 2.01.

May 23, 2018 S-8

WPX / WPX Energy, Inc. S-8

As filed with the SEC on May 23, 2018 Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 45-1836028 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Williams

May 23, 2018 S-8

WPX / WPX Energy, Inc. S-8

As filed with the SEC on May 23, 2018 Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 45-1836028 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Williams

May 23, 2018 8-K

Current Report

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): May 23, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of incorporation) (Commission File Number

May 22, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 17, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1- 35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (IRS Employe

May 11, 2018 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.750% Senior Notes due 2026 $500,000,000 10

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

May 9, 2018 FWP

WPX ENERGY, INC. Pricing Term Sheet $500,000,000 5.750% Senior Notes due 2026

Filed Pursuant to Rule 433 Registration No. 333-221301 May 9, 2018 WPX ENERGY, INC. Pricing Term Sheet $500,000,000 5.750% Senior Notes due 2026 This term sheet supplements the information set forth in the Prospectus Supplement, subject to completion, dated May 9, 2018 to the Prospectus dated November 2, 2017 (the “Preliminary Prospectus Supplement”). Terms used in this term sheet but not defined

May 9, 2018 424B5

SUBJECT TO COMPLETION, DATED MAY 9, 2018

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

May 7, 2018 EX-99.2

WPX Energy, Inc. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

EX-99.2 5 scheduleii20171231-exhibit.htm SCHEDULE II Exhibit 99.2 WPX Energy, Inc. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Beginning Balance Charged (Credited) to Costs and Expenses Other Deductions Ending Balance 2017: Allowance for doubtful accounts—accounts and notes receivable(a) $ 3 $ — $ — $ (1 ) $ 2 Deferred tax asset valuation(b)(f) 151 44 — — 195 Price-risk management credit reserve

May 7, 2018 EX-99.1

Years Ended December 31,

Exhibit 99.1 Item 6. Selected Financial Data The following financial data at December 31, 2017 and 2016, and for each of the three years ended December 31, 2017, 2016 and 2015 should be read in conjunction with the other financial information included in this Exhibit 99.1 of this Form 8-K. All other financial data has been prepared from our accounting records. Years Ended December 31, 2017 2016 20

May 7, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a20171231form8-k.htm 8-K 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): May 7, 2018 WPX Energy, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of incorpor

May 7, 2018 EX-12

WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges

Exhibit 12 WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Years Ended December 31, 2017 2016 2015 2014 2013 (Millions) Earnings: Income (loss) from continuing operations before income taxes $ (104 ) $ (1,032 ) $ 91 $ 347 $ (1,575 ) Less: Equity earnings, excluding proportionate share from 50% owned investees and unconsolidated majority-owned investees 1 1 1 1 1 Income (loss) fr

May 3, 2018 10-Q

WPX / WPX Energy, Inc. 10-Q (Quarterly Report)

10-Q 1 wpx2018033110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

May 3, 2018 EX-12.1

WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Three months ended March 31, 2018 (Millions) Earnings: Loss from continuing operations before income taxes $ (41 ) Less: Equity earnings, excluding proportionate share from 50% owned

Exhibit 12 WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Three months ended March 31, 2018 (Millions) Earnings: Loss from continuing operations before income taxes $ (41 ) Less: Equity earnings, excluding proportionate share from 50% owned investees and unconsolidated majority-owned investees 1 Loss before income taxes and equity earnings (40 ) Add: Fixed Charges: Interest acc

May 2, 2018 EX-99.1

WPX Energy Reports 1Q 2018 Results Solid execution in Delaware Basin distinguishes WPX

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: May 2, 2018 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Reports 1Q 2018 Results Solid execution in Delaware Basin distinguishes WPX · 1Q Delaware oil volumes climb 149% vs. year ago · Marketing strategy drives peer-leading approach to Permian takeaway capacity · Weather-related

May 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a18-1255318k.htm 8-K 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): May 2, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission

April 20, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a18-1127618k.htm 8-K 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): April 17, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commiss

April 20, 2018 EX-10.1

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENT

Exhibit 10.1 Execution Version SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENT This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENT (this “Second Amendment”), dated as of April 17, 2018 (the “Second Amendment Effective Date”), is by and among WPX ENERG

March 30, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): March 28, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Em

March 29, 2018 DEFA14A

WPX / WPX Energy, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

March 29, 2018 DEF 14A

Amendment No. 3 to the WPX Energy, Inc. 2013 Incentive Plan (incorporated by reference to Appendix A to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A (File No. 001-35322) filed with the SEC on March 29, 2018).

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2018 EX-99.1

Valerie M. Williams Joins WPX Energy Board of Directors Will Serve on Board’s Audit Committee

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: March 15, 2018 MEDIA CONTACT: INVESTOR CONTACT: Kelly Swan David Sullivan (539) 573-4944 (539) 573-9360 Valerie M. Williams Joins WPX Energy Board of Directors Will Serve on Board’s Audit Committee TULSA, Okla. — WPX Energy (NYSE: WPX) announced today that Valerie M. Williams has been elected to the company’s board of directors effec

March 15, 2018 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 15, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Em

February 23, 2018 EX-10.1

incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed on February 19, 2018; File No. 001-35322

Exhibit 10.1 WPX Energy, Inc. 2013 Incentive Plan Effective as of May 22, 2013, as amended effective May 21, 2015, and February 20, 2018 Table of Contents Page Article 1. Effective Date, History, Objectives, and Duration 1 1.1 Effective Date 1 1.2 Objectives of the Plan 1 1.3 Duration of the Plan 1 Article 2. Definitions 2 2.1 Acquired Entity Award 2 2.2 Affiliate 2 2.3 Annual Meeting of Company S

February 23, 2018 EX-10.3

incorporated by reference to Exhibit 10.3 to WPX Energy, Inc.’s Form 8-K filed February 19, 2018; File No. 001-35322

EX-10.3 4 a18-55282ex10d3.htm EX-10.3 Exhibit 10.3 WPX ENERGY, INC. 20[XX] PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT THIS 20[XX] PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), which contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”) referred to in the 20[XX] Performance-Based Restricted Stock Unit Award Letter delive

February 23, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 19, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1- 35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (IRS Em

February 23, 2018 EX-10.2

incorporated by reference to Exhibit 10.2 to WPX Energy, Inc.’s Form 8-K filed February 19, 2018; File No. 001-35322

Exhibit 10.2 TIME-BASED RESTRICTED STOCK AWARD WPX ENERGY, INC. 20[XX] TIME-BASED RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), which contains the terms and conditions for the Restricted Stock Award referred to in the 20[XX] Restricted Stock Award Letter delivered in hard copy or electronically to Participant, is by and between WPX ENERGY, INC., a Delaware corporat

February 22, 2018 EX-99.1

February 12, 2018

Exhibit 99.1 February 12, 2018 Manager, Corporate Reserves WPX Energy, Inc. One Williams Center, Suite 2600 Tulsa, Oklahoma 74172 Dear Sir or Madam: In accordance with your request, we have audited the estimates prepared by WPX Energy, Inc. and its subsidiaries WPX Energy Production, LLC; WPX Energy RM Company, LLC; WPX Energy Williston, LLC; and RKI Exploration & Production, LLC (collectively ref

February 22, 2018 EX-12

WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges

Exhibit 12 WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Years Ended December 31, 2017 2016 2015 2014 2013 (Millions) Earnings: Income (loss) from continuing operations before income taxes $ (159 ) $ (937 ) $ 20 $ 404 $ (1,572 ) Less: Equity earnings, excluding proportionate share from 50% owned investees and unconsolidated majority-owned investees 1 1 1 1 1 Income (loss) from

February 22, 2018 10-K

WPX / WPX Energy, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322 WPX Energy, Inc.

February 22, 2018 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned individuals, in his or her capacity as a director of WPX Energy, Inc., a Delaware corporation (“WPX Energy”), does hereby constitute and appoint each of Dennis C. Cameron and Stephen E. Brilz as his or her true and lawful attorney-in-fact, with full power and authority to sign WPX Energy’s Annual Report on

February 22, 2018 EX-21.1

List of Subsidiaries of WPX Energy, Inc. (all Delaware entities unless otherwise indicated)

Exhibit 21.1 List of Subsidiaries of WPX Energy, Inc. (all Delaware entities unless otherwise indicated) 1. Betterit Land & Title Holding Company, LLC - a New Mexico Limited Liability Company Fictitious name in Oklahoma: WPX Energy Chaco Slope, LLC 2. Cardinal Oil and Gas Holdings, LLC DBA in New Mexico and Texas as: Cardinal Exploration & Production, LLC 3. Catalyst Midstream Partners, LLC 4. Del

February 21, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 21, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S.

February 21, 2018 EX-99.1

WPX Energy Reports 4Q and Full-Year 2017 Results

Exhibit 99.1 DATE: Feb. 21, 2018 MEDIA CONTACT: INVESTOR CONTACT: Kelly Swan David Sullivan (539) 573-4944 (539) 573-9360 WPX Energy Reports 4Q and Full-Year 2017 Results ? Oil production grows 48% year-over-year ? 4Q oil sales more than double vs. year ago ? Delaware Basin oil volumes jumped 37% in 4Q 17 vs. 3Q 17 ? Transitioning to longer laterals in the Delaware Basin ? Hidatsa and Mandan wells

February 14, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 w23801624b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal

February 14, 2018 SC 13G/A

WPX / WPX Energy, Inc. / Point72 Asset Management, L.P. - AMENDMENT NO. 1 Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) WPX Energy, Inc. (Title of Class of Securities) Common Stock, Par Value $0.01 Per Sha

February 9, 2018 SC 13G/A

WPX / WPX Energy, Inc. / VANGUARD GROUP INC Passive Investment

wpxenergyinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: WPX Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 98212B103 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to desig

February 8, 2018 SC 13G

WPX / WPX Energy, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WPX ENERGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98212B103 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 5, 2018 EX-2.1

PURCHASE AND SALE AGREEMENT BY AND AMONG WPX ENERGY PRODUCTION, LLC, WPX ENERGY, INC., SOLELY FOR PURPOSES OF SECTION 16.20, ENDURING RESOURCES IV, LLC RIO ARRIBA, SAN JUAN AND SANDOVAL COUNTIES, NEW MEXICO DATED JANUARY 30, 2018

EX-2.1 2 a18-51911ex2d1.htm EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT BY AND AMONG WPX ENERGY PRODUCTION, LLC, (Seller) WPX ENERGY, INC., SOLELY FOR PURPOSES OF SECTION 16.20, AND ENDURING RESOURCES IV, LLC (Buyer) RIO ARRIBA, SAN JUAN AND SANDOVAL COUNTIES, NEW MEXICO DATED JANUARY 30, 2018 TABLE OF CONTENTS ARTICLE 1 PURCHASE AND SALE 1 1.1 Purchase and Sale 1 1.2 Effectiv

February 5, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a18-519118k.htm 8-K 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): January 30, 2018 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commis

February 5, 2018 EX-99.1

WPX Energy Sells San Juan Gallup Holdings for $700 Million Focuses Company on Permian and Williston Basins; Accelerates Deleveraging

EX-99.1 3 a18-51911ex99d1.htm EX-99.1 Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Feb. 5, 2018 MEDIA CONTACT: INVESTOR CONTACT: Kelly Swan David Sullivan (539) 573-4944 (539) 573-9360 WPX Energy Sells San Juan Gallup Holdings for $700 Million Focuses Company on Permian and Williston Basins; Accelerates Deleveraging TULSA, Okla. — WPX Energy (NYSE: WPX) has signed an agreement

January 19, 2018 SC 13G

WPXP / WPX Energy, 6.25% Series A Mandatory Convertible Cumulative Preferred Stock / Selz Capital LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) WPX ENERGY INC. (Name of Issuer) Preferred Series A Convertible Stock (Title of Class of Securities) 98212B202 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

December 1, 2017 EX-99.1

WPX Energy Adds President’s Title to Company’s COO

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Dec. 1, 2017 MEDIA CONTACT: Kelly Swan (539) 573-4944 INVESTOR CONTACT: David Sullivan (539) 573-9360 WPX Energy Adds President?s Title to Company?s COO TULSA, Okla. ? WPX Energy (NYSE: WPX) has named Clay M. Gaspar as president effective Dec. 1, 2017, in addition to his current role as the company?s chief operating officer. Gaspar a

December 1, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 1, 2017 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commission File Number) (I.R.S.

November 2, 2017 EX-12.1

Computation of Ratio of Earnings to Fixed Charges.

QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 WPX Energy, Inc. Computation of Ratio of Earnings to Fixed Charges Nine months ended September 30, Years Ended December 31, 2017 2016 2015 2014 2013 2012 (Millions) Earnings: Income (loss) from continuing operations before income taxes $ 18 $ (937 ) $ 20 $ 404 $ (1,572 ) $ 13 Less: Equity earnings, excluding proportiona

November 2, 2017 EX-24.1

Power of Attorney.

QuickLinks - Click here to rapidly navigate through this document Exhibit 24.1 WPX ENERGY, INC. POWER OF ATTORNEY We, the undersigned officers and directors of WPX Energy, Inc., do hereby constitute and appoint Stephen E. Brilz, and Dennis C. Cameron and each of them acting alone, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capac

November 2, 2017 S-3ASR

WPX Energy S-3ASR

S-3ASR 1 a2233669zs-3asr.htm S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on November 2, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WPX Energy, Inc. (Exact Name of Registrant as Spe

November 2, 2017 EX-25.1

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Indenture dated as of September 8, 2014.

QuickLinks - Click here to rapidly navigate through this document Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON TRUST COM

November 2, 2017 10-Q

November 2, 2017

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-35322

November 1, 2017 EX-99.1

Disciplined Execution Drives WPX Energy 3Q Results Quarter marks significant progress toward financial goals

Exhibit 99.1 WPX Energy, Inc. (NYSE:WPX) www.wpxenergy.com DATE: Nov. 1, 2017 MEDIA CONTACT: INVESTOR CONTACT: Kelly Swan David Sullivan (539) 573-4944 (539) 573-9360 Disciplined Execution Drives WPX Energy 3Q Results Quarter marks significant progress toward financial goals ? 3Q 2017 oil output 67% higher than 3Q 2016 ? Current oil production averaging 75,000 bbl/d ? Raising 2017 oil growth from

November 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a17-2492318k.htm 8-K 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): November 1, 2017 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or Other Jurisdiction of (Commi

August 22, 2017 8-K

Current Report

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): August 22, 2017 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of incorporation) (Commission File Num

August 22, 2017 EX-4.3

WPX ENERGY, INC. 5.25% Senior Notes due 2024

Exhibit 4.3 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE

August 22, 2017 EX-1.1

WPX ENERGY, INC. $150,000,000 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version WPX ENERGY, INC. $150,000,000 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENT Dated: August 8, 2017 TABLE OF CONTENTS Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 15 SECTION 3. Covenants of the Company 15 SECTION 4. Payment of Expenses 20 SECTION 5. Conditions of Underwriters? Obligations 21 SECTION 6. Indem

August 22, 2017 EX-4.1

WPX ENERGY, INC. 5.25% Senior Notes due 2024

Exhibit 4.1 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE

August 22, 2017 8-K

Current Report

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): August 22, 2017 WPX Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 1-35322 45-1836028 (State or other jurisdiction of incorporation) (Commission File Num

August 10, 2017 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Security Maximum Aggregate Offering Price Amount of Registration Fee(1) 5.25% Senior Notes due 2024 $150,000,000 98.

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No.

August 8, 2017 FWP

WPX ENERGY, INC. Pricing Term Sheet $150,000,000 5.25% Senior Notes due 2024

Filed Pursuant to Rule 433 Registration No. 333-198523 August 8, 2017 WPX ENERGY, INC. Pricing Term Sheet $150,000,000 5.25% Senior Notes due 2024 This term sheet supplements the information set forth in the Preliminary Prospectus Supplement dated August 8, 2017 to the Prospectus dated July 14, 2015 (the ?Preliminary Prospectus Supplement?). Terms used and not defined herein have the meanings assi

August 8, 2017 424B5

SUBJECT TO COMPLETION, DATED AUGUST 8, 2017

Use these links to rapidly review the document Table of Contents TABLE OF CONTENTS Table of Contents File Pursuant to Rule 424(b)(5) Registration No.

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