FANG

fang-20260223false000153983800015398382026-02-232026-02-23

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 23, 2026

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its charter)

DE 001-35700 45-4502447

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

500 West Texas Ave.,

Suite 100 Midland, TX 79701 (Address of principal executive offices)(Zip Code)

(432) 221-7400 Registrant's telephone number, including area code

Not Applicable (Former name or former address, if changed since last report.)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par Value FANGThe Nasdaq Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02. Results of Operations and Financial Condition.

On February 23, 2026, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the fourth quarter and full year ended December 31, 2025, including the fourth quarter 2025 base cash dividend and an increase in the annual base dividend (the “earnings release”). A copy of the earnings release is furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this Current Report on Form 8-K. The Company also issued a letter to its stockholders as a supplement to the earnings release, which is furnished to the SEC as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription 99.1Press release, dated February 23, 2026, entitled “Diamondback Energy, Inc. Announces Fourth Quarter and Full Year 2025 Financial and Operating Results; Increases Base Dividend.”

99.2Letter to Stockholders, dated February 23, 2026, issued by the Company.

104Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

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 thereunto duly authorized.

DIAMONDBACK ENERGY, INC.

Date:February 23, 2026 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20260112false000153983800015398382026-01-122026-01-12

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, 2026

DIAMONDBACK ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

DE 001-35700 45-4502447

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

500 West Texas Ave. Suite 100 Midland, TX 79701 (Address of principal executive offices)(Zip Code)

(432) 221-7400 (Registrant's telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockFANGThe Nasdaq Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02. Results of Operations and Financial Condition.

Diamondback Energy, Inc. (“Diamondback”) presents in this Item 2.02 certain information for the quarter ended December 31, 2025 regarding its realized prices, derivative activity and weighted average basic and diluted shares outstanding.

Realized Prices

Fourth quarter 2025 average unhedged realized prices were $58.00 per barrel of oil, $0.03 per Mcf of natural gas and $13.51 per barrel of natural gas liquids (“NGLs”).

Fourth quarter 2025 average realized hedged prices were $57.07 per barrel of oil, $1.03 per Mcf of natural gas and $13.51 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$58.00 Natural gas ($ per Mcf)$0.03 Natural gas liquids ($ per Bbl)$13.51

Oil, hedged ($ per Bbl)(1) $57.07 Natural gas, hedged ($ per Mcf)(1) $1.03 Natural gas liquids, hedged ($ per Bbl)(1) $13.51

(1)Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices and include gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting. Hedged prices exclude gains or losses resulting from the early settlement of commodity derivative contracts.

Derivative Activity

For the fourth quarter of 2025, Diamondback anticipates a net gain on cash settlements for derivative instruments of $73 million and a net non-cash gain on derivative instruments of $119 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$185

2026 WTI Contingent Liability7

Total$192

Net cash received (paid) on settlements: Commodity contracts$78 Interest rate swaps (5)

Total$73

Weighted Average Basic and Diluted Shares Outstanding

For the fourth quarter of 2025, basic and diluted weighted average shares outstanding are as follows (in thousands):

Basic weighted average shares outstanding285,789 Diluted weighted average shares outstanding285,789

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the Endeavor merger, the Double Eagle acquisition, the 2025 drop down and the Sitio acquisition recently completed by Diamondback's subsidiary, Viper Energy, Inc. and other acquisitions, divestitures or reorganizations); and plans and objectives of man

fang-20251103false000153983800015398382025-11-032025-11-03

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 3, 2025

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its charter)

DE 001-35700 45-4502447

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

500 West Texas Ave.,

Suite 100 Midland, TX 79701 (Address of principal executive offices)(Zip Code)

(432) 221-7400 Registrant's telephone number, including area code

Not Applicable (Former name or former address, if changed since last report.)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 Par Value FANGThe Nasdaq Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02. Results of Operations and Financial Condition.

On November 3, 2025, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the third quarter ended September 30, 2025, including the third quarter 2025 base cash dividend (the “earnings release”). A copy of the earnings release is furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this Current Report on Form 8-K. The Company also issued a letter to its stockholders as a supplement to the earnings release, which is furnished to the SEC as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription 99.1Press release, dated November 3, 2025, entitled “Diamondback Energy, Inc. Announces Third Quarter 2025 Financial and Operating Results.”

99.2Letter to Stockholders, dated November 3, 2025, issued by the Company.

104Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

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 thereunto duly authorized.

DIAMONDBACK ENERGY, INC.

Date:November 3, 2025 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary