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 12, 2017

WPX Energy, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (855) 979-2012

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On January 12, 2017, WPX Energy, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as representative of the several underwriters named in Exhibit A thereto (the “Underwriters”), pursuant to which the Company agreed to offer and sell to the Underwriters 45,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price from the Underwriters of $12.9736 per share (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 6,675,000 shares of Common Stock (the “Option”). The Underwriters exercised the Option in full on January 13, 2017. The Underwriting Agreement is filed as Exhibit 1.1 hereto.

The Offering and the offer and sale of shares of Common Stock pursuant to the Option have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-198523) (the “Registration Statement”) and a prospectus supplement dated January 12, 2017 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 17, 2017. The closing of the Offering, including the shares issuable pursuant to the Option, is expected to occur on January 19, 2017. The legal opinion of Weil, Gotshal & Manges LLP relating to the Registration Statement is filed as Exhibit 5.1 hereto.

ITEM 9.01 Financial Statements and Exhibits. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

January 17, 2017

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