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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
April 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.
On April 13, 2026, Diamondback Energy, Inc. (“Diamondback”)
announced the final tender results of its previously announced tender offers (the “Offers”) to purchase for cash any and all
of Diamondback’s outstanding 4.400% Senior Notes due 2051 (the “2051 Notes”) and 4.250% Senior Notes due 2052 (together
with the 2051 Notes, the “Notes”) from holders of each series of the Notes. The Offers expired at 5:00 p.m., New York City
time, on April 10, 2026.
The Company issued (i) a press release announcing the pricing of the
Offers on April 10, 2026 and (ii) a press release announcing the results of the Offers on April 13, 2026. Copies of these press releases
are attached as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated April 10, 2026, titled “Diamondback Energy, Inc. Announces Pricing of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052”. |
| 99.2 |
|
Press Release, dated April 13, 2026, titled “Diamondback Energy, Inc. Announces Results of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052”. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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: April 13, 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, Inc. Announces Pricing of Tender Offers
for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052
April 10, 2026
MIDLAND, Texas, April 10, 2026 (GLOBE NEWSWIRE)
-- Diamondback Energy, Inc. (NASDAQ: FANG) (the “Company” or “Diamondback”) today announced
the pricing of its tender offers to purchase for cash (the “Offers”) any and all of its outstanding 4.400% Senior Notes
due 2051 (the “2051 Notes”) and 4.250% Senior Notes due 2052 (the “2052 Notes” and, together with
the 2051 Notes, the “Notes”). The table below shows the applicable Reference Yield and Consideration (as defined below)
for the Notes, calculated as of 2:00 p.m., New York City time, today, April 10, 2026, in accordance with the Offer to Purchase, dated
April 6, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying
notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).
Title
of
Security |
|
CUSIP
/ ISIN(1) |
|
Aggregate
Principal
Amount
Outstanding |
|
U.S.
Treasury
Reference
Security |
|
Reference
Yield |
|
|
Bloomberg
Reference
Page |
|
Fixed
Spread |
|
Consideration(2) |
|
4.400%
Senior
Notes due 2051 |
|
CUSIP:
25278XAQ2
ISIN: US25278XAQ25 |
|
$ |
386,412,000 |
|
4.625%
UST due November 15, 2055 |
|
|
4.921 |
% |
|
FIT1 |
|
80
bps |
|
$ |
825.60 |
|
4.250%
Senior
Notes due 2052 |
|
CUSIP:
25278XAT6
ISIN: US25278XAT63 |
|
$ |
605,258,000 |
|
4.625%
UST due November 15, 2055 |
|
|
4.921 |
% |
|
FIT1 |
|
80 bps |
|
$ |
802.42 |
|
| (1) | No representation is made as to the correctness or accuracy of the CUSIP numbers and ISINs listed herein.
Such information is provided solely for the convenience of the Holders (as defined below) of the Notes. |
| (2) | This is the applicable consideration (the “Consideration”) that will be payable per
$1,000 principal amount of Notes accepted for purchase, including through the Guaranteed Delivery Procedures (as defined below). The calculation
of the Consideration uses a Settlement Date (as defined below) of April 13, 2026 and the applicable maturity date. The Consideration
does not include Accrued Interest (as defined below), which will be paid on Notes accepted for purchase. |
The Offers are being made
solely pursuant to the terms and conditions set forth in the Offer to Purchase. Holders of Notes (“Holders”) are urged
to carefully read the Offer to Purchase before making any decision with respect to the Offers. The Offers are not conditioned on any minimum
amount of Notes being tendered. The Company may amend, extend or terminate either or both of the Offers in its sole discretion, subject
to applicable law.
The Offers will expire at
5:00 p.m., New York City time, today, April 10, 2026, unless extended or terminated by the Company (such time and date, as the same
may be extended by the Company in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered
Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter
be validly withdrawn, unless otherwise required by applicable law.
Holders of the Notes must
validly tender and not validly withdraw their Notes, or submit the Notice of Guaranteed Delivery substantially in the form attached to
the Offer to Purchase and comply with the related procedures specified in the Offer to Purchase (the “Guaranteed Delivery Procedures”),
prior to the Expiration Date to be eligible to receive the Consideration. Accrued and unpaid interest (such interest as described below,
the “Accrued Interest”) will be paid on all Notes validly tendered and accepted for purchase pursuant to the Offers,
including Notes accepted pursuant to the Guaranteed Delivery Procedures, from the last interest payment date up to, but not including,
the Settlement Date. The Company expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for
purchase (other than Notes tendered pursuant to the Guaranteed Delivery Procedures) on April 13, 2026 unless extended. The date on
which payment of the Consideration and Accrued Interest occurs is referred to as the “Settlement Date”.
For Holders who deliver a
Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the
conditions set forth in the Offer to Purchase, the deadline to validly tender their Notes using the Guaranteed Delivery Procedures will
be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on April 14, 2026. The
Company expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for purchase pursuant to the
Guaranteed Delivery Procedures on or about April 15, 2026, the third business day after the Expiration Date.
The description of the Offers
above is only a summary and is qualified in its entirety by the Offer to Purchase.
TD
Securities, BofA Securities, Citigroup, and Wells Fargo Securities are the dealer managers for the Offers. Investors with questions regarding
the Offers may contact the dealer managers at the following telephone numbers: (i) TD Securities at (866) 584-2096 (toll-free) or
(212) 827-2842 (collect), (ii) BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect), (iii) Citigroup at
(800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect) and (iv) Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)
410-4235 (collect). D.F. King & Co., Inc. is the tender and information agent for the Offers and can be contacted at (888)
541-9895 (toll-free) (bankers and brokers can call collect at (646) 677-2522) or by email at diamondback@dfking.com.
None of the Company or its
affiliates, their respective boards of directors, the dealer managers, the tender and information agent, and the trustee with respect
to any Notes is making any recommendation as to whether Holders should tender any Notes in response to the Offers, and neither the Company
nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether
to tender any of their Notes, and, if so, the principal amount of Notes to tender.
Holders are urged to evaluate
carefully all information in this press release, including the documents referred to herein, consult their own investment and tax advisors
and make their own decisions whether to tender some or all of their Notes. If a Holder holds Notes through a custodian bank, broker,
dealer, commercial bank, trust company or other nominee, it should contact such custodian or nominee if it wishes to tender its Notes.
The
Offer to Purchase and Notice of Guaranteed Delivery may be obtained from D.F. King & Co., Inc., free of charge, by calling
(888) 541-9895 (toll-free) (bankers and brokers can call collect at (646) 677-2522) or by email at diamondback@dfking.com. Additionally,
copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following webpage: https://www.dfking.com/fang/.
This press release is for
informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation
or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers are only being made
pursuant to the Offer to Purchase.
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 Offers, 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 the Offer to Purchase and in Diamondback’s filings with the U.S.
Securities and Exchange Commission (“SEC”), including 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.
Company Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com
Exhibit 99.2
Diamondback Energy, Inc. Announces Results of Tender Offers
for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052
April 13, 2026
MIDLAND, Texas, April 13, 2026 (GLOBE NEWSWIRE)
-- Diamondback Energy, Inc. (NASDAQ: FANG) (the “Company” or “Diamondback”) today announced
the expiration and results of its tender offers to purchase for cash any and all of its outstanding 4.400% Senior Notes due 2051 (the
“2051 Notes”) and 4.250% Senior Notes due 2052 (the “2052 Notes” and together with the 2051 Notes,
the “Notes”). The tender offers (the “Offers”) were made under the Offer to Purchase, dated April 6,
2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying notice of
guaranteed delivery (the “Notice of Guaranteed Delivery”). Capitalized terms used but not defined in this press release
have the meanings given to them in the Offer to Purchase. The Offers expired at 5:00 p.m., New York City time, on April 10, 2026
(the “Expiration Date”).
According to information provided by D.F. King &
Co., Inc., the Tender and Information Agent for the Offers, $776,763,000.00 aggregate principal amount of Notes were validly tendered
by the Expiration Date and not validly withdrawn. This amount excludes $35,919,000.00 aggregate principal amount of Notes reflected in
Notices of Guaranteed Delivery under the guaranteed delivery procedures specified in the Offer to Purchase (the “Guaranteed Delivery
Procedures”) that were submitted by the Expiration Date, all of which remain subject to performance of the delivery requirements
under the Guaranteed Delivery Procedures.
The table below includes information about the
aggregate principal amount of Notes referred to above broken out between 2051 Notes and 2052 Notes.
Title of
Security |
|
CUSIP / ISIN(1) |
|
Aggregate Principal Amount
Outstanding |
|
|
Aggregate Principal Amount
Tendered(2) |
|
|
Principal Amount Reflected in
Notices of Guaranteed
Delivery(3) |
|
| 4.400% Senior Notes due 2051 |
|
CUSIP: 25278XAQ2
ISIN: US25278XAQ25 |
|
$ |
386,412,000 |
|
|
$ |
282,858,000.00 |
|
|
$ |
28,103,000.00 |
|
| 4.250% Senior Notes due 2052 |
|
CUSIP: 25278XAT6
ISIN: US25278XAT63 |
|
$ |
605,258,000 |
|
|
$ |
493,905,000.00 |
|
|
$ |
7,816,000.00 |
|
| (1) | No representation is made as to the correctness or accuracy of the CUSIP numbers and ISINs listed herein.
Such information is provided solely for the convenience of the Holders (as defined below) of the Notes. |
| (2) | These amounts exclude the principal amounts of Notes for which holders of Notes (“Holders”)
have delivered Notices of Guaranteed Delivery that remain subject to compliance with the Guaranteed Delivery Procedures. |
| (3) | To be accepted for purchase as of the time of this news release. Notes reflected in Notices of Guaranteed
Delivery must be transferred to the Tender Agent’s account at Depository Trust Company by 5:00 p.m., New York City time, on April 14,
2026. |
The consideration (the “Consideration”)
for each $1,000 principal amount of Notes accepted for purchase in the Offer is $825.60 for the 2051 Notes and $802.42 for 2052 Notes.
In addition to the Consideration, Holders whose Notes are accepted for purchase will receive a cash payment representing the accrued and
unpaid interest (such interest as described below, the “Accrued Interest”) on such Notes from the last interest payment
date up to, but not including, the Settlement Date (as defined below). Interest will cease to
accrue on the Settlement Date for all Notes accepted for purchase, including those tendered pursuant to the Guaranteed Delivery Procedures.
Excluding Notes reflected
in Notices of Guaranteed Delivery, the Company intends to accept for purchase the principal amount of all Notes specified in the table
above and pay the applicable Consideration and Accrued Interest for such Notes on the Settlement Date, which is expected to be today,
April 13, 2026, unless extended (the date on which such payment occurs is the “Settlement Date”). The Company expects
to accept for purchase and pay the applicable Consideration and Accrued Interest for the principal amount of all Notes tendered in compliance
with the Guaranteed Delivery Procedures on April 15, 2026, unless extended.
The description of the Offers
in this press release is only a summary and is qualified in its entirety by reference to the Offer to Purchase.
TD
Securities, BofA Securities, Citigroup, and Wells Fargo Securities are the dealer managers for the Offers. Investors with questions regarding
the Offers may contact the dealer managers at the following telephone numbers: (i) TD Securities at (866) 584-2096 (toll-free) or
(212) 827-2842 (collect), (ii) BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect), (iii) Citigroup at
(800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect) and (iv) Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)
410-4235 (collect). D.F. King & Co., Inc. is the tender and information agent for the Offers and can be contacted at (888)
541-9895 (toll-free) (bankers and brokers can call collect at (646) 677-2522) or by email at diamondback@dfking.com.
None of the Company or its
affiliates, their respective boards of directors, the dealer managers, the tender and information agent, and the trustee with respect
to any Notes is making any recommendation as to whether Holders should tender any Notes in response to the Offers, and neither the Company
nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether
to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for
informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation
or sale has been or will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers were only
made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision
with respect to the Offers.
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 Offers, 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 the Offer to Purchase and in Diamondback’s filings with the U.S.
Securities and Exchange Commission (“SEC”), including 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.
Company Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com
