Diamondback Energy Announces Pricing of Secondary Common Stock Offering

Rhea-AI Summary

Diamondback Energy (NASDAQ: FANG) priced a Secondary Offering of 11,000,000 common shares by SGF FANG Holdings, LP, generating gross proceeds of approximately $1.9 billion. Diamondback will not receive proceeds. The offering is expected to close on March 12, 2026, subject to customary conditions. Underwriters have a 30-day option to buy up to 1,650,000 additional shares to cover over-allotments. Evercore ISI, Citigroup and J.P. Morgan are joint book-running managers. A registration statement and prospectus have been filed with the SEC; investors are advised to review the prospectus for complete information.

Positive

• Selling stockholder to raise approximately $1.9 billion from sale of 11,000,000 shares
• Underwriters include Evercore ISI, Citigroup and J.P. Morgan, indicating institutional placement support
• Underwriter option allows sale of up to 1,650,000 additional shares to cover over-allotments

Negative

• Diamondback will not receive any proceeds from the Secondary Offering
• Transaction could increase public float by up to 1,650,000 extra shares if option exercised

Key Figures

Secondary shares offered: 11,000,000 shares Gross proceeds to seller: $1.9 billion Over-allotment option: 1,650,000 shares +5 more

8 metrics

Secondary shares offered 11,000,000 shares Underwritten secondary common stock offering by SGF FANG Holdings, LP

Gross proceeds to seller $1.9 billion Estimated gross proceeds to the selling stockholder from secondary sale

Over-allotment option 1,650,000 shares 30-day option for underwriters to cover over-allotments

Registered resale base 11,000,000 shares Resale registered via 424B7 prospectus; up to 12,650,000 with option

Maximum registered resale 12,650,000 shares Including full exercise of underwriters’ over-allotment option

Selling holder stake 96,686,722 shares Shares beneficially held by SGF FANG Holdings LP as of Mar 6, 2026

Shares outstanding 281,303,905 shares Common shares outstanding as of Mar 6, 2026 per 424B7

Dividend per share $1.05 Previously declared dividend; record date Mar 5, 2026; payable Mar 12, 2026

Market Reality Check

Price: $182.86 Vol: Volume 2,072,258 is below...

low vol

$182.86 Last Close

Volume Volume 2,072,258 is below the 20-day average of 3,152,045 (relative volume 0.66x), suggesting no outsized trading ahead of this announcement. low

Technical Shares at $178.37 trade above the 200-day MA of $148.74 and sit about 4.44% below the 52-week high of $186.655.

Peers on Argus

FANG was down 2.46% while peers were mixed: HES up 1.26%, OXY, WDS, EOG and EQT ...

FANG was down 2.46% while peers were mixed: HES up 1.26%, OXY, WDS, EOG and EQT down between 0.11% and 1.77%. The steeper decline versus generally smaller peer moves points to stock-specific pressure from the secondary sale.

Previous Offering Reports

2 past events · Latest: Mar 06 (Neutral)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Mar 06	Debt offering priced	Neutral	+0.1%	Company priced $1.2B senior notes due 2035 for acquisition financing and general use.
Apr 09	Debt offering priced	Neutral	+0.3%	Another senior notes offering priced under an effective shelf registration statement.

Pattern Detected

Past registered offerings for Diamondback’s securities were followed by small positive moves around the announcement, indicating markets previously digested capital-raising news without major dislocation.

Recent Company History

In the past, Diamondback’s offering-tagged events involved senior notes financings, including a $1.2 billion notes deal priced on Mar 6, 2025. Those offerings supported general corporate purposes and acquisitions and saw modestly positive next-day moves of 0.15% and 0.34%. Compared with those debt financings, today’s announcement centers on a shareholder-driven secondary common stock sale where Diamondback receives no proceeds.

Historical Comparison

+0.2% avg move · Prior Diamondback offering headlines saw mild positive reactions, averaging about 0.24% the next day...

offering

+0.2%

Average Historical Move offering

Prior Diamondback offering headlines saw mild positive reactions, averaging about 0.24% the next day. Historically, capital-markets activity for FANG has not triggered outsized volatility.

Historically, offerings focused on senior notes to finance acquisitions and general purposes. The current event differs, reflecting a secondary common stock sale by an existing shareholder with no proceeds to the company.

Market Pulse Summary

This announcement highlights a sizeable secondary sale of 11,000,000 shares by SGF FANG Holdings LP,...

Analysis

This announcement highlights a sizeable secondary sale of 11,000,000 shares by SGF FANG Holdings LP, with Diamondback receiving no proceeds. The related 424B7 filing clarifies that up to 12,650,000 shares could be resold and that the selling stockholder held 96,686,722 of 281,303,905 outstanding shares as of March 6, 2026. Investors may monitor future resale activity, insider filings, dividend policy at $1.05 per share, and how similar offerings have historically led to modest price moves.

Key Terms

underwritten public offering, secondary offering, over-allotments, registration statement, +2 more

6 terms

underwritten public offering financial

"announced today the pricing of an underwritten public offering of 11,000,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

secondary offering financial

"shares of its common stock (the “Secondary Offering”) by SGF FANG Holdings, LP"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

over-allotments financial

"option to purchase up to an additional 1,650,000 shares of common stock, solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

registration statement regulatory

"Diamondback has filed a registration statement (including a prospectus) with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"filed a registration statement (including a prospectus) with the SEC for the offering"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

prospectus supplement regulatory

"base prospectus and prospectus supplement for the Secondary Offering, when available, may be obtained"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

MIDLAND, Texas, March 10, 2026 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) announced today the pricing of an underwritten public offering of 11,000,000 shares of its common stock (the “Secondary Offering”) by SGF FANG Holdings, LP (the “Selling Stockholder”). The gross proceeds from the sale of the shares by the Selling Stockholder will be approximately $1.9 billion. Diamondback will not receive any proceeds from the sale of the shares by the Selling Stockholder. The Secondary Offering is expected to close on March 12, 2026, subject to customary closing conditions.

The Selling Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 1,650,000 shares of common stock, solely to cover over-allotments.

Evercore ISI, Citigroup and J.P. Morgan are acting as joint book-running managers for the Secondary Offering.

Diamondback has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Diamondback has filed with the SEC for more complete information about Diamondback and this offering. Copies of the base prospectus and prospectus supplement for the Secondary Offering, when available, may be obtained from Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding the completion of the Secondary Offering, 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 news release or otherwise by Diamondback, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in Diamondback’s filings with the U.S. Securities and Exchange Commission ("SEC"), including the registration statement, prospectus and prospectus supplement relating to the Secondary Offering and its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. Diamondback undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

Investor Contact:

Adam Lawlis

+1 432.221.7467

alawlis@diamondbackenergy.com

FAQ

How many shares is Diamondback (FANG) selling in the March 2026 secondary offering?

The Selling Stockholder priced 11,000,000 shares in the Secondary Offering. According to the company, the sale is by SGF FANG Holdings, LP and is expected to close on March 12, 2026, subject to customary closing conditions.

Will Diamondback (FANG) receive proceeds from the $1.9 billion offering?

No, Diamondback will not receive any proceeds from this offering. According to the company, the roughly $1.9 billion in gross proceeds will be paid to the Selling Stockholder, not to Diamondback Energy.

What is the underwriter over-allotment option in the FANG secondary offering?

Underwriters have a 30-day option to buy up to 1,650,000 additional shares. According to the company, this option is solely to cover over-allotments and could increase shares sold if exercised.

When is the FANG secondary offering expected to close and who are the book-runners?

The Secondary Offering is expected to close on March 12, 2026, subject to customary conditions. According to the company, Evercore ISI, Citigroup and J.P. Morgan are acting as joint book-running managers.

Where can investors obtain the FANG prospectus for the March 2026 offering?

Investors can obtain the base prospectus and prospectus supplement from the listed underwriters and Broadridge contacts. According to the company, mailing and email contacts are provided for Evercore, Citigroup and J.P. Morgan.