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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
March 10, 2026
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. |
On March 10, 2026, Diamondback Energy, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with SGF FANG Holdings, LP (the “Selling
Stockholder”) and Evercore Group L.L.C., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of
the several underwriters named therein (the “Underwriters”), pursuant to which, among other things, the Selling Stockholder
agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, shares of the Company’s
common stock (the “Shares”) in a registered public offering (the “Secondary Offering”), subject
to and upon the terms and conditions set forth therein. The Underwriting Agreement contains customary representations, warranties and
agreements of the Company and the Selling Stockholder and other customary obligations of the parties and termination provisions.
On March 12, 2026, the Company and the Selling Stockholder completed
the Secondary Offering of 12,650,000 Shares, which includes 1,650,000 Shares that were purchased by the Underwriters pursuant to a 30-day
option that the Selling Stockholder had granted to the Underwriters, which such option was exercised by the Underwriters in full.
The Company did not receive any of the proceeds from the sale of the
Shares in the Secondary Offering.
The foregoing description of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is included as Exhibit 1.1
hereto and is incorporated by reference herein.
The Shares offered and sold in the Secondary Offering were registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s automatic shelf
registration statement on Form S-3 (Registration No. 333-282225), filed with the Securities and Exchange Commission (the “SEC”)
on September 19, 2024 (the “Registration Statement”), which was effective upon filing, and were offered pursuant
to the prospectus supplement dated March 10, 2026, which was filed by the Company in its final form with the SEC pursuant to Rule 424(b) under
the Securities Act on March 11, 2026.
On March 10, 2026, the Company issued (i) a press release
announcing the launch of the Secondary Offering and (ii) a press release announcing the pricing of the Secondary Offering. Copies
of these press releases are attached as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein.
Legal Opinion
In connection with the Secondary Offering, the
Company is filing a legal opinion of Latham & Watkins LLP, attached hereto as Exhibit 5.1 hereto, to incorporate such opinion
by reference into the Shelf Registration Statement and into the Prospectus.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
| 1.1* |
|
Underwriting Agreement, dated as of March 10, 2026, by and among Diamondback Energy, Inc., the Selling Stockholder and Evercore Group L.L.C., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC |
| 5.1 |
|
Opinion of Latham & Watkins LLP |
| 23.1 |
|
Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
| 99.1 |
|
Press Release, dated March 10, 2026 |
| 99.2 |
|
Press Release, dated March 10, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
DIAMONDBACK ENERGY, INC. |
| |
|
| Date: March 12, 2026 |
By: |
/s/ Teresa L. Dick |
| |
Name: |
Teresa L. Dick |
| |
Title: |
Executive Vice President, Chief Accounting Officer and Assistant Secretary |
Exhibit 99.1
Diamondback Energy Announces Launch of Secondary Common Stock Offering
March 10, 2026
MIDLAND, Texas, March 10, 2026 (GLOBE NEWSWIRE) -- Diamondback
Energy, Inc. (NASDAQ: FANG) (“Diamondback”) announced today the launch of an underwritten public offering of 11,000,000
shares of its common stock by SGF FANG Holdings, LP (the “Selling Stockholder”), subject to market and other conditions (the
“Secondary Offering”). Diamondback will not receive any proceeds from the sale of the shares by the Selling Stockholder. 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
Exhibit 99.2
Diamondback Energy Announces Pricing of Secondary Common Stock Offering
March 10, 2026
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
