Diamondback Energy (NASDAQ: FANG) launches cash tender for 2051 and 2052 senior notes

Rhea-AI Filing Summary

Diamondback Energy, Inc. has launched cash tender offers to purchase any and all of its outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052. The offers run until 5:00 p.m., New York City time, on April 10, 2026, with settlement expected on April 13, 2026 for Notes tendered by the expiration and on April 15, 2026 for Notes tendered via guaranteed delivery. The notes will be purchased at prices based on a fixed spread of 80 basis points over a specified U.S. Treasury reference security, and the offers are subject to customary conditions described in an Offer to Purchase.

Insights

Credit and capital structure analyst

Diamondback launches cash tender offers to retire long‑dated notes.

Diamondback Energy is offering to repurchase for cash all outstanding 4.400% notes due 2051 and 4.250% notes due 2052, with aggregate principal of $386,412,000 and $605,258,000, respectively. Pricing uses a 80% basis point spread over a 4.625% U.S. Treasury maturing November 15, 2055.

This transaction targets very long‑dated, fixed‑rate debt and may adjust the company’s maturity profile and interest obligations, depending on participation. The offers are not conditioned on a minimum tender, but are subject to other conditions in the Offer to Purchase.

The offers expire at 5:00 p.m., New York City time, on April 10, 2026, with expected settlement on April 13, 2026 for standard tenders and April 15, 2026 for guaranteed delivery. Actual impact will depend on how many holders choose to participate.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2051 Notes principal: $386,412,000 2052 Notes principal: $605,258,000 Coupon 2051 Notes: 4.400% +5 more

8 metrics

2051 Notes principal $386,412,000 Aggregate principal amount outstanding of 4.400% Senior Notes due 2051

2052 Notes principal $605,258,000 Aggregate principal amount outstanding of 4.250% Senior Notes due 2052

Coupon 2051 Notes 4.400% Interest rate on Senior Notes due 2051 targeted by tender offer

Coupon 2052 Notes 4.250% Interest rate on Senior Notes due 2052 targeted by tender offer

Fixed spread 80 bps Spread over 4.625% U.S. Treasury due November 15, 2055 for pricing

Offer expiration 5:00 p.m. April 10, 2026 New York City time tender offer expiration date and time

Initial settlement date April 13, 2026 Expected settlement for notes tendered by expiration and accepted

Guaranteed delivery settlement April 15, 2026 Expected settlement for notes tendered via guaranteed delivery

Key Terms

tender offers, Offer to Purchase, Notice of Guaranteed Delivery, Expiration Date, +2 more

6 terms

tender offers financial

"announced the commencement of tender offers to purchase for cash any and all of the Senior Notes"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

Offer to Purchase regulatory

"The tender offers ... are being made pursuant to the Offer to Purchase, dated April 6, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Notice of Guaranteed Delivery regulatory

"Offer to Purchase, dated April 6, 2026 ... and its accompanying notice of guaranteed delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

Expiration Date financial

"the “Expiration Date”). Tendered Notes may be withdrawn at or prior to the Expiration Date"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

Withdrawal Deadline regulatory

"Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 10, 2026 (the “Withdrawal Deadline”)"

The withdrawal deadline is the last date and time by which an investor can change or cancel a previously made choice in a corporate action—such as pulling back shares from a tender offer, revoking consent, or requesting a refund. It matters because after that cutoff the choice becomes final and binding, so missing it can lock in financial consequences or foreclose opportunities; think of it like the final day to cancel a hotel booking without penalty.

fixed spread financial

"Fixed Spread (3) ... 80 bps"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

Understanding 8-K Material Events →

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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 6, 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 8.01. Other Events.

On April 6, 2026, Diamondback Energy, Inc. (“Diamondback”) issued a press release announcing that it has commenced tender 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.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated April 6, 2026, titled “Diamondback Energy, Inc. Announces Launch 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 6, 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 Launch of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052

April 6, 2026

MIDLAND, Texas, April 6, 2026 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ: FANG) (the “Company” or “Diamondback”) today announced the commencement of tender offers to purchase for cash any and all of the Senior Notes issued by the Company listed in the table below (collectively, the “Notes”). The tender offers (the “Offers”) are being made pursuant to 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”).

Offers to Purchase for Cash Any and All of Diamondback Energy, Inc.’s Senior Notes Described in the Table Below

Title of Security		CUSIP / ISIN(1)		Aggregate Principal Amount Outstanding		U.S. Treasury Reference Security(2)		Bloomberg   Reference Page(2)		Fixed Spread(3)
4.400% Senior Notes due 2051		CUSIP: 25278XAQ2   ISIN: US25278XAQ25		$386,412,000		4.625% UST due November 15, 2055		FIT1		80 bps
4.250% Senior Notes due 2052		CUSIP: 25278XAT6   ISIN: US25278XAT63		$605,258,000		4.625% UST due November 15, 2055		FIT1		80 bps

⁽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⁾ The consideration (the “Consideration”) payable per $1,000 principal amount of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table above plus the yield to maturity of the applicable U.S. Treasury Reference Security specified in the table above based on the bid-side price of such Reference Security on the applicable Reference Page specified in such table at 2:00 p.m., New York City time, on April 10, 2026 (as such date and time may be extended). The calculation of the Consideration may be performed to either the maturity date or the par call date for the Notes, as applicable, in accordance with standard market practice. The Consideration does not include Accrued Interest (as defined below), which will be paid on Notes accepted for purchase by us.

⁽³⁾ In addition to the Consideration, holders (each a “Holder” and, collectively, the “Holders”) of Notes accepted for purchase pursuant to the Offers, including Notes accepted pursuant to the Guaranteed Delivery Procedures referred to herein, will also receive accrued interest from the last interest payment date of the Notes to, but not including, the Settlement Date (as defined below) (such accrued interest, the "Accrued Interest").

The Offers may be amended by us in our sole discretion, subject to applicable law. The Offers will expire at 5:00 p.m., New York City time, on April 10, 2026, unless extended or terminated by us (such time and date, as the same may be extended by us in our 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.

Tenders of Notes after the Expiration Date will not be valid, unless the Guaranteed Delivery Procedures specified in the Offer to Purchase are followed.

We expect to purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase, other than Notes tendered pursuant to a Notice of Guaranteed Delivery, on the first business day after the Expiration Date, which is expected to be April 13, 2026 unless extended (the “Settlement Date”). We expect to purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase pursuant to the Guaranteed Delivery Procedures, subject to all conditions to the Offers having been satisfied or waived by us, on the third business day after the Expiration Date, which is expected to be April 15, 2026, unless extended.

Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 10, 2026 (the “Withdrawal Deadline”), but, unless otherwise required by applicable law, may not be validly withdrawn thereafter. The Company may extend the Withdrawal Deadline in its sole discretion. In addition, the Company may extend the Expiration Date without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, subject to applicable law.

Our obligation to accept for purchase and pay for Notes pursuant to the Offers is subject to the satisfaction or waiver by the Company of certain conditions set forth in the Offer to Purchase and Notice of Guaranteed Delivery. The Offers are not conditioned upon the tender of any minimum principal amount of the Notes.

The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Offers. The description of the Offers above is only a summary and is qualified in its entirety by the Offer to Purchase, which may be obtained as described below.

Information Relating to the Tender Offers

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/. 

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

FAQ

What did Diamondback Energy (FANG) announce in this Form 8-K?

Diamondback Energy announced cash tender offers to buy any and all of its outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052. These offers allow noteholders to sell their bonds back to the company on specified terms before maturity.

Which Diamondback Energy (FANG) notes are included in the tender offers?

The tender offers cover Diamondback’s 4.400% Senior Notes due 2051 with $386,412,000 aggregate principal outstanding and its 4.250% Senior Notes due 2052 with $605,258,000 outstanding. Holders of either series may tender all or part of their notes for cash.

When do Diamondback Energy’s tender offers for its notes expire?

The tender offers are scheduled to expire at 5:00 p.m., New York City time, on April 10, 2026. Notes properly tendered by then and accepted are expected to settle on April 13, 2026, with guaranteed delivery tenders settling on April 15, 2026.

How will Diamondback Energy determine the purchase price for the tendered notes?

The purchase price for each note series will be based on a yield calculated as a fixed spread of 80 basis points over a 4.625% U.S. Treasury due November 15, 2055. This yield-based approach sets a cash price for each bond at settlement.

Are Diamondback Energy’s tender offers subject to any minimum participation conditions?

The offers are not conditioned on a minimum principal amount of notes being tendered. However, Diamondback’s obligation to accept and pay for notes is subject to other conditions described in the Offer to Purchase and related Notice of Guaranteed Delivery.

Can holders withdraw Diamondback Energy (FANG) notes after tendering them?

Holders may validly withdraw their notes at any time at or before 5:00 p.m., New York City time, on April 10, 2026, the withdrawal deadline. After that time, withdrawals are generally not permitted unless required by applicable law or if terms change.

Who is managing and administering Diamondback Energy’s tender offers?

TD Securities, BofA Securities, Citigroup, and Wells Fargo Securities are acting as dealer managers for the offers. D.F. King & Co., Inc. is serving as tender and information agent, handling documentation, instructions, and investor questions about participating in the offers.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 25.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB