[8-K] Diamondback Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

The Form 4 discloses that Lori Briggs, Vice President & President, Industrial Solutions of NPK International Inc. (NPKI), executed an automatic Rule 10b5-1 sale on 07/09/2025.

• Shares sold: 8,005 common shares
• Average price: $8.5676 (weighted-average, individual trade prices ranged from $8.50–$8.64)
• Proceeds: ≈ $68.6 thousand
• Ownership after sale: 260,626 shares held directly
• Plan status: Transaction executed under a pre-arranged Rule 10b5-1 trading plan adopted on 03/07/2025

The sale represents roughly 3% of Ms. Briggs’s reported direct holdings and does not involve any derivative securities. No additional insider transactions are reported in this filing.

Insights

Securities Analyst

TL;DR – Routine 10b5-1 insider sale, minor magnitude, neutral share-price signal.

The 8,005-share disposition (~$69k) equals ≈3% of the insider’s direct stake, leaving a sizeable 260.6k-share position. Because the trade was executed under a previously disclosed Rule 10b5-1 plan, the informational value is limited—sales under such plans are generally viewed as pre-scheduled liquidity events rather than opportunistic moves. No derivatives, option exercises, or multiple insiders are involved, implying low market impact. Overall, I classify the filing as neutral for valuation or momentum analysis.

Corporate Governance Expert

TL;DR – Pre-planned sale; governance posture unaffected; low investor concern.

From a governance lens, the disclosure adheres to Section 16 requirements and specifies Rule 10b5-1 compliance, reducing potential insider-trading risk. The remaining beneficial ownership indicates continued alignment with shareholder interests. No red flags—such as clustered insider selling or sales near a blackout expiration—are present. Consequently, the transaction bears minimal governance or reputational impact.

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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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			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 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 outstanding			292,135
Diluted weighted average shares outstanding			292,135

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; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger, the recently completed Double Eagle acquisition and other acquisitions or 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, 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.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; changes in U.S. trade policy and the impact of tariffs; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 26, 2025, and those risks disclosed in its subsequent filings on Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

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:

July 10, 2025

By:

/s/ Teresa L. Dick

Name:

Teresa L. Dick

Title:

Executive Vice President, Chief Accounting Officer and Assistant Secretary