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

fang-20251009false000153983800015398382025-10-092025-10-09

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 9, 2025

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 September 30, 2025 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

Third quarter 2025 average unhedged realized prices were $64.60 per barrel of oil, $0.75 per Mcf of natural gas and $17.28 per barrel of natural gas liquids (“NGLs”).

Third quarter 2025 average realized hedged prices were $63.70 per barrel of oil, $1.75 per Mcf of natural gas and $17.28 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$64.60 Natural gas ($ per Mcf)$0.75 Natural gas liquids ($ per Bbl)$17.28

Oil, hedged ($ per Bbl)(1) $63.70 Natural gas, hedged ($ per Mcf)(1) $1.75 Natural gas liquids, hedged ($ per Bbl)(1) $17.28

(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 third quarter of 2025, Diamondback anticipates a net gain on cash settlements for derivative instruments of $60 million and a net non-cash gain on derivative instruments of $60 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$115

2026 WTI Contingent Liability2 Treasury locks(1) 3 Total$120

Net cash received (paid) on settlements: Commodity contracts$72 Interest rate swaps(2) (15) Treasury locks(1) 3 Total$60

(1)Gain on a 5 year treasury lock and two 10 year treasury locks executed prior to, and fully settled upon, pricing of Viper Energy Partners LLC's senior notes issued in July 2025. (2)Includes a $15 million realized loss on the early termination of an aggregate $150 million of the previously outstanding $450 million notional amount of interest rate swaps. Diamondback plans to exclude the partial hedge termination from its third quarter return of capital calculation.

Weighted Average Basic and Diluted Shares Outstanding

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

Basic weighted average shares outstanding288,826 Diluted weighted average shares outstanding288,826

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

fang-20250804false000153983800015398382025-08-042025-08-04

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 4, 2025

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 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 August 4, 2025, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the second quarter ended June 30, 2025, including the second 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 August 4, 2025, entitled “Diamondback Energy, Inc. Announces Second Quarter 2025 Financial and Operating Results.”

99.2Letter to Stockholders, dated August 4, 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:August 4, 2025 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20250710false000153983800015398382025-07-102025-07-10

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, 2025

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 June 30, 2025 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

Second quarter 2025 average unhedged realized prices were $63.23 per barrel of oil, $0.88 per Mcf of natural gas and $18.13 per barrel of natural gas liquids (“NGLs”).

Second quarter 2025 average realized hedged prices were $62.34 per barrel of oil, $1.45 per Mcf of natural gas and $18.13 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$63.23 Natural gas ($ per Mcf)$0.88 Natural gas liquids ($ per Bbl)$18.13

Oil, hedged ($ per Bbl)(1) $62.34 Natural gas, hedged ($ per Mcf)(1) $1.45 Natural gas liquids, hedged ($ per Bbl)(1) $18.13

(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 second quarter of 2025, Diamondback anticipates a net loss on cash settlements for derivative instruments of $37 million and a net non-cash loss on derivative instruments of $160 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$(203) Interest rate swaps(1) 7 2026 WTI Contingent Liability(1)

Total$(197)

Net cash received (paid) on settlements: Commodity contracts$23 Interest rate swaps(1) (60)

Total$(37)

(1)Includes a $52 million realized loss on the early termination of an aggregate $450 million of the previously outstanding $900 million notional amount of interest rate swaps. Diamondback plans to exclude the partial hedge termination from its second quarter return of capital calculation.

Weighted Average Basic and Diluted Shares Outstanding

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

Basic weighted average shares outstanding292,135 Diluted weighted average shares outstanding292,135

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; antic

fang-20250505false000153983800015398382025-05-052025-05-05

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 5, 2025

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 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 May 5, 2025, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the first quarter ended March 31, 2025, including the first 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 May 5, 2025, entitled “Diamondback Energy, Inc. Announces First Quarter 2025 Financial and Operating Results.”

99.2Letter to Stockholders, dated May 5, 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:May 5, 2025 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20250416false000153983800015398382025-04-162025-04-16

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 16, 2025

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.

On April 16, 2025, Diamondback Energy, Inc. issued a press release providing an operational update for the first quarter ended March 31, 2025. A copy of the press release is furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription 99.1Press release, dated April 16, 2025, entitled “Diamondback Energy, Inc. Provides Operational Update For The First Quarter of 2025.”

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:April 16, 2025 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20250224false000153983800015398382025-02-242025-02-24

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 24, 2025

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 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 24, 2025, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the fourth quarter and full year ended December 31, 2024, including the fourth quarter 2024 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 24, 2025, entitled “Diamondback Energy, Inc. Announces Fourth Quarter and Full Year 2024 Financial and Operating Results; Increases Base Dividend.”

99.2Letter to Stockholders, dated February 24, 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:February 24, 2025 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20250113false000153983800015398382025-01-132025-01-13

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 13, 2025

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, 2024 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

Fourth quarter 2024 average unhedged realized prices were $69.48 per barrel of oil, $0.48 per Mcf of natural gas and $19.27 per barrel of natural gas liquids (“NGLs”).

Fourth quarter 2024 average realized hedged prices were $68.72 per barrel of oil, $0.82 per Mcf of natural gas and $19.27 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$69.48 Natural gas ($ per Mcf)$0.48 Natural gas liquids ($ per Bbl)$19.27

Oil, hedged ($ per Bbl)(1) $68.72 Natural gas, hedged ($ per Mcf)(1) $0.82 Natural gas liquids, hedged ($ per Bbl)(1) $19.27

(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.

Derivative Activity

For the fourth quarter of 2024, Diamondback anticipates a net loss on cash settlements for derivative instruments of $15 million and a net non-cash gain on derivative instruments of $51 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$73 Interest rate swaps(34) 2026 WTI Contingent Liability(3) Total$36

Net cash received (paid) on settlements: Commodity contracts$4 Interest rate swaps(19)

Total$(15)

Weighted Average Basic and Diluted Shares Outstanding

For the fourth quarter of 2024, basic and diluted weighted average shares outstanding are as follows (in thousands):

Basic weighted average shares outstanding291,851 Diluted weighted average shares outstanding291,851

Forward-Looking Statements

This report 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 of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this report, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,

fang-20241104false000153983800015398382024-11-042024-11-04

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 4, 2024

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 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 4, 2024, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the third quarter ended September 30, 2024 and announcing the third quarter 2024 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 4, 2024, entitled “Diamondback Energy, Inc. Announces Third Quarter 2024 Financial and Operating Results.”

99.2Letter to Stockholders, dated November 4, 2024, 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 4, 2024 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20241010false000153983800015398382024-10-102024-10-10

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 10, 2024

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 September 30, 2024 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

Third quarter 2024 average unhedged realized prices were $73.13 per barrel of oil, $(0.26) per Mcf of natural gas and $17.70 per barrel of natural gas liquids (“NGLs”).

Third quarter 2024 average realized hedged prices were $72.32 per barrel of oil, $0.60 per Mcf of natural gas and $17.70 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$73.13 Natural gas ($ per Mcf)$(0.26) Natural gas liquids ($ per Bbl)$17.70

Oil, hedged ($ per Bbl)(1) $72.32 Natural gas, hedged ($ per Mcf)(1) $0.60 Natural gas liquids, hedged ($ per Bbl)(1) $17.70

(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 third quarter of 2024, Diamondback anticipates a net loss on cash settlements for derivative instruments of $4 million and a net non-cash gain on derivative instruments of $135 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$99 Interest rate swaps(1) 32

Total$131

Net cash received (paid) on settlements: Commodity contracts$33 Interest rate swaps(1) (37)

Total$(4)

(1)Includes a $37 million loss on the early termination of $300 million of the $1.2 billion outstanding notional amount of interest rate swaps. Diamondback plans to exclude the partial hedge termination from its third quarter return of capital calculation.

Weighted Average Basic and Diluted Shares Outstanding

For the third quarter of 2024, basic and diluted weighted average shares outstanding are as follows (in thousands):

Basic weighted average shares outstanding204,730 Diluted weighted average shares outstanding204,730

Forward-Looking Statements

This report 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 of strategic transactions (including acquisitions and d

fang-20241001false000153983800015398382024-10-012024-10-01

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 1, 2024

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,TX79701 (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.

On October 1, 2024, Diamondback Energy, Inc. (the “Company”) issued a press release announcing its revised production and capital guidance for the third quarter ended September 30, 2024. The revised guidance gives effect to the Company's previously reported merger with Endeavor Energy Resources, L.P. completed on September 10, 2024. A copy of the press release is furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription 99.1Press release, dated October 1, 2024, entitled “Diamondback Energy, Inc. Announces Revised Third Quarter Production and Capital Guidance.”

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:10/1/2024 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20240805false000153983800015398382024-08-052024-08-05

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, 2024

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 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 August 5, 2024, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the second quarter ended June 30, 2024 and announcing the second quarter 2024 base and variable cash dividends (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 August 5, 2024, entitled “Diamondback Energy, Inc. Announces Second Quarter 2024 Financial and Operating Results.”

99.2Letter to Stockholders, dated August 5, 2024, 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:August 5, 2024 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20240711false000153983800015398382024-07-112024-07-11

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 11, 2024

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 June 30, 2024 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

Second quarter 2024 average unhedged realized prices were $79.51 per barrel of oil, $0.10 per Mcf of natural gas and $17.97 per barrel of natural gas liquids (“NGLs”).

Second quarter 2024 average realized hedged prices were $78.55 per barrel of oil, $1.03 per Mcf of natural gas and $17.97 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$79.51 Natural gas ($ per Mcf)$0.10 Natural gas liquids ($ per Bbl)$17.97

Oil, hedged ($ per Bbl)(1) $78.55 Natural gas, hedged ($ per Mcf)(1) $1.03 Natural gas liquids, hedged ($ per Bbl)(1) $17.97

(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 second quarter of 2024, Diamondback anticipates a net loss on cash settlements for derivative instruments of $28 million and a net gain on non-cash derivative instruments of $46 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$54 Interest rate swaps(11) Treasury locks(1) (25) Total$18

Net cash received (paid) on settlements: Commodity contracts$24 Interest rate swaps(27) Treasury locks(1) (25) Total$(28)

(1)Loss on 30 year treasury locks executed prior to, and fully settled upon, pricing of the senior notes issued in April 2024. Diamondback plans to exclude the loss on treasury locks from its second quarter return of capital calculation.

Weighted Average Basic and Diluted Shares Outstanding

For the second quarter of 2024, basic and diluted weighted average shares outstanding are as follows (in thousands):

Basic weighted average shares outstanding178,360 Diluted weighted average shares outstanding178,360

Forward-Looking Statements

This report 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 of strategic transactions (including acquisi

fang-20240430false000153983800015398382024-04-302024-04-30

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 30, 2024

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 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 April 30, 2024, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the first quarter ended March 31, 2024 and announcing the first quarter 2024 base and variable cash dividends (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 April 30, 2024, entitled “Diamondback Energy, Inc. Announces First Quarter 2024 Financial and Operating Results.”

99.2Letter to Stockholders, dated April 30, 2024, 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:April 30, 2024 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

fang-20240410false000153983800015398382024-04-102024-04-10

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 10, 2024

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 March 31, 2024 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

First quarter 2024 average unhedged realized prices were $75.06 per barrel of oil, $0.99 per Mcf of natural gas and $21.26 per barrel of natural gas liquids (“NGLs”).

First quarter 2024 average realized hedged prices were $74.13 per barrel of oil, $1.36 per Mcf of natural gas and $21.26 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$75.06 Natural gas ($ per Mcf)$0.99 Natural gas liquids ($ per Bbl)$21.26

Oil, hedged ($ per Bbl)(1) $74.13 Natural gas, hedged ($ per Mcf)(1) $1.36 Natural gas liquids, hedged ($ per Bbl)(1) $21.26

(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 first quarter of 2024, Diamondback anticipates a net loss on cash settlements for derivative instruments of $4 million and a net loss on non-cash derivative instruments of $44 million as detailed in the table below (in millions):

Gain (loss) on derivative instruments, net: Commodity contracts$(16) Interest rate swaps(32) Total$(48)

Net cash received (paid) on settlements: Commodity contracts$(4)

Weighted Average Basic and Diluted Shares Outstanding

For the first quarter of 2024, basic and diluted weighted average shares outstanding are as follows (in thousands):

Basic weighted average shares outstanding178,477 Diluted weighted average shares outstanding178,477

Forward-Looking Statements

This report 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 of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this report, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “

fang-20240220false000153983800015398382024-02-202024-02-20

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, 2024

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 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 20, 2024, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the fourth quarter and full year ended December 31, 2023 and announcing the fourth quarter 2023 base and variable cash dividends (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 20, 2024, entitled “Diamondback Energy, Inc. Announces Fourth Quarter and Full Year 2023 Financial and Operating Results.”

99.2Letter to Stockholders, dated February 20, 2024, 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 20, 2024 By:/s/ Teresa L. Dick Name:Teresa L. Dick Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary

falseDiamondback Energy, Inc.0001539838NASDAQ00015398382023-12-312024-03-31

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

February 11, 2024

Date of Report (Date of Earliest Event Reported)

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35700

45-4502447

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

500 West Texas Ave.

Suite 100

Midland, Texas 79701

(Address of principal executive offices) (Zip Code)

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

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:

☐

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 class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

FANG

The 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 1.01.

Entry Into a Material Definitive Agreement.

Merger Agreement

On February 11, 2024, Diamondback Energy, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Eclipse Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub I”), Eclipse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II”), Endeavor Manager, LLC, a Texas limited liability company (the “Company Representative”) (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, a Texas limited liability company (“Endeavor”).

The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub I will merge with and into Endeavor (the “First Merger”), with Endeavor surviving the First Merger and becoming a wholly owned subsidiary of the Company (the “First Surviving Company”). Immediately following the First Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger”, and together with the First Merger, the “Merger”), with Merger Sub II surviving the Second Merger and continuing (immediately following the Second Merger) as a wholly owned subsidiary of the Company.  As a result of the Merger, the Company will acquire 100% of the equity interests in Endeavor (the “Endeavor Interests”).

The board of directors of the Company (the “Company Board”)

has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the issuance of shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) in the First Merger (the “Stock Issuance”).  The Company Board has unanimously recommended that holders of Company Common Stock approve the Stock Issuance.

Merger Consideration

Pursuant to and subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “First Merger Effective Time”), all of the Endeavor Interests will be converted into the right to receive, in the aggregate, (i) cash consideration consisting of a base cash amount of $8.0 billion, subject to adjustments (the “Cash Consideration”) and (ii) approximately 117.3 million shares of Company Common Stock (the “Common Stock Consideration”), pursuant to and subject to the terms and conditions of the Merger Agreement.

Conditions to Closing

The completion of the First Merger is subject to the satisfaction or waiver of certain customary mutual conditions to the closing of the Merger (the “Closing”), including (i) the approval of the Stock Issuance by the Company’s stockholders; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of any injunction, order, decree or l

fang-20240110false000153983800015398382024-01-102024-01-10

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 10, 2024

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, 2023 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.

Realized Prices

Fourth quarter 2023 average unhedged realized prices were $76.42 per barrel of oil, $1.29 per Mcf of natural gas and $19.96 per barrel of natural gas liquids (“NGLs”).

Fourth quarter 2023 average realized hedged prices were $75.59 per barrel of oil, $1.31 per Mcf of natural gas and $19.96 per barrel of NGLs.

Average Prices: Oil ($ per Bbl)$76.42 Natural gas ($ per Mcf)$1.29 Natural gas liquids ($ per Bbl)$19.96

Oil, hedged ($ per Bbl)(1) $75.59 Natural gas, hedged ($ per Mcf)(1) $1.31 Natural gas liquids, hedged ($ per Bbl)(1) $19.96

(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 2023, Diamondback anticipates a net loss on cash settlements for derivative instruments of $48 million and a net gain on non-cash derivative instruments of $147 million.

(in millions) (Gain) loss on derivative instruments, net: Commodity contracts$58 Interest rate swaps41 Total$99

Cash received (paid) on settlement of derivative instruments: Commodity contracts$(21) Interest rate swaps(27) Total$(48)

Weighted Average Basic and Diluted Shares Outstanding

The components of basic and diluted weighted average shares outstanding for the three months ended December 31, 2023 are as follows:

Three months ended December 31, 2023 (in thousands) Basic weighted average shares outstanding178,811 Diluted weighted average shares outstanding178,811

Forward-Looking Statements

This report 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 of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this report,