Form 8-K

8-K — Diamondback Energy, Inc.

Accession: 0001539838-26-000073

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001539838

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fang-20260504.htm (Primary)

EX-99.1 (diamondbackex991-5x4x26.htm)

EX-99.2 (diamondbackex992-5x4x26.htm)

GRAPHIC — DIAMONDBACK LOGO (dblogo1.jpg)

GRAPHIC — DIAMONDBACK LOGO (dblogob.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fang-20260504.htm · Sequence: 1

fang-20260504

false000153983800015398382026-05-042026-05-04

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) May 4, 2026

___________

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its charter)

001-35700

45-4502447

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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 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 2.02. Results of Operations and Financial Condition.

On May 4, 2026, Diamondback Energy, Inc. (the “Company”) issued a press release announcing financial and operating results for the first quarter ended March 31, 2026, including the first quarter 2026 base cash dividend and an increase in the annual base dividend and production guidance (the “earnings release”). A copy of the earnings release is furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this Current Report on Form 8-K. The Company also issued a letter to its stockholders as a supplement to the earnings release, which is furnished to the SEC as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press release, dated May 4, 2026, entitled “Diamondback Energy, Inc. Announces First Quarter 2026 Financial and Operating Results; Increases Base Dividend and Production Guidance.”

99.2

Letter to Stockholders, dated May 4, 2026, issued by the Company.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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 hereunto duly authorized.

DIAMONDBACK ENERGY, INC.

Date: May 4, 2026

By: /s/ Teresa L. Dick

Name: Teresa L. Dick

Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary

EX-99.1

Filename: diamondbackex991-5x4x26.htm · Sequence: 2

Document

Exhibit 99.1

DIAMONDBACK ENERGY, INC. ANNOUNCES FIRST QUARTER 2026 FINANCIAL AND OPERATING RESULTS; INCREASES BASE DIVIDEND AND PRODUCTION GUIDANCE

Midland, TX (May 4, 2026) - Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback,” “we,” “our” or the “Company”) today announced financial and operating results for the first quarter ended March 31, 2026.

FIRST QUARTER 2026 HIGHLIGHTS

•Average oil production of 521.0 MBO/d (979.4 MBOE/d)

•Net cash provided by operating activities of $1.8 billion; Operating Cash Flow Before Working Capital Changes1 of $2.6 billion

•Cash capital expenditures of $933 million

•Free Cash Flow1 of $1.7 billion; Adjusted Free Cash Flow1 of $1.7 billion

•Repurchased 3.3 million shares of common stock for approximately $548 million

•Raised Q1 2026 base cash dividend to $1.10 per share; marks a 10% year-over-year increase and an implied 2.1% annualized yield2

•Total return of capital of $859 million from stock repurchases and the declared Q1 2026 base dividend; represents ~50% of Adjusted Free Cash Flow

UPDATED 2026 GUIDANCE HIGHLIGHTS

•Increasing annual oil production guidance to 520+ (from 500 - 510) MBO/d and total BOE production to 972+ (from 926 - 962) MBOE/d; implying ~5% organic year-over-year growth

•Raising full year cash capital expenditures to ~$3.90 billion (from ~$3.75 billion)

•Q2 2026 oil production guidance of 515 - 525 MBO/d (950 - 990 MBOE/d)

•Q2 2026 cash capital expenditures guidance of $925 - $1,025 million

1 NON-GAAP DISCLOSURES - For a definition of Operating Cash Flow Before Working Capital Changes, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Net Income, Adjusted EBITDA, Adjusted Net Income per Diluted Share, Net Debt and reconciliations of such non-GAAP financial metrics to their respective most directly comparable GAAP metrics, please see “Non-GAAP Financial Measures” below.

2 Cash dividend payable on May 21, 2026; annualized yield based on May 1, 2026 closing share price of $207.65

RECENT HIGHLIGHTS

•Successfully completed a cash-funded tender offer, retiring approximately $777 million in principal of 2051 and 2052 Senior Notes for approximately $632 million including accrued interest (81.1% of par value)

•Fully repaid the remaining $550 million outstanding on the Company's $1.5 billion term loan due 2027; pro forma gross debt of $12.7 billion at the end of April 2026

FIRST QUARTER 2026 OPERATIONS UPDATE

The following tables provide a summary of Diamondback’s key operational updates:

Wells Drilled and Completed:

Three Months Ended March 31, 2026

Drilled

Completed

Area: Gross Net Gross Net

Midland Basin 118 111 147 137

Total 118 111 147 137

Gross Wells Drilled and Completed By Zone:

Three Months Ended March 31, 2026

Number of Wells Drilled Number of Wells Completed

Midland Basin:

Upper Spraberry 1 2

Middle Spraberry 7 7

Jo Mill 16 31

Lower Spraberry 24 32

Dean 1 6

Wolfcamp A 26 31

Wolfcamp B 29 30

Wolfcamp D 11 8

Barnett 3 —

Midland Basin Total

118 147

Average Completed Lateral Length (in feet)

11,332

Realized Average Prices:

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Oil ($ per Bbl) $ 73.47 $ 58.00 $ 70.95

Natural gas ($ per Mcf) $ 0.18 $ 0.03 $ 2.11

Natural gas liquids ($ per Bbl) $ 16.68 $ 13.51 $ 23.94

Combined ($ per BOE) $ 43.40 $ 34.02 $ 47.77

Oil, hedged ($ per Bbl)(1)

$ 72.53 $ 57.07 $ 70.06

Natural gas, hedged ($ per Mcf)(1)

$ 1.90 $ 1.03 $ 3.34

Natural gas liquids, hedged ($ per Bbl)(1)

$ 16.68 $ 13.51 $ 23.94

Average price, hedged ($ per BOE)(1)

$ 45.21 $ 34.88 $ 48.89

(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.

Average Cash Costs per BOE:

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Lease operating expenses $ 6.21 $ 5.91 $ 5.33

Production and ad valorem taxes 3.04 2.21 2.98

Gathering, processing and transportation expense 1.36 1.54 1.45

General and administrative - cash component 0.65 0.65 0.72

Total operating expense - cash $ 11.26 $ 10.31 $ 10.48

FINANCIAL UPDATE

Earnings Attributable to Diamondback Energy, Inc.:

Three Months Ended March 31, 2026

(in millions, except per share amounts)

Net income (loss) attributable to Diamondback Energy, Inc. $ 25

Earnings (loss) per common share attributable to Diamondback Energy, Inc. - Diluted(1)

$ 0.08

Adjusted net income(1)

$ 1,198

Adjusted net income per common share - Diluted(1)

$ 4.23

(1)The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of common stock and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Diamondback Energy, Inc., (ii) less the reallocation of $3 million in earnings attributable to participating securities, (iii) divided by diluted weighted average common shares outstanding for the respective periods.

Cash Capital Expenditures:

Three Months Ended March 31,

2026 2025

(in millions)

Operated drilling and completion additions to oil and natural gas properties $ 784 $ 864

Non-operated additions to oil and natural gas properties and other

149 78

Total $ 933 $ 942

Adjusted EBITDA and Free Cash Flow - Non-GAAP:

Three Months Ended March 31, 2026

(in millions)

Net income (loss) attributable to Diamondback Energy, Inc. $ 25

Consolidated Adjusted EBITDA $ 3,001

Adjusted EBITDA attributable to Diamondback Energy, Inc. $ 2,704

Net cash provided by operating activities $ 1,828

Free Cash Flow $ 1,705

Adjusted Free Cash Flow $ 1,737

Debt & Liquidity:

March 31, 2026

(in millions)

Standalone cash

$ 146

Borrowings outstanding under the credit facility $ —

Remaining availability under the credit facility

$ 2,500

Total standalone liquidity

$ 2,646

Consolidated total debt

$ 14,068

Consolidated total net debt $ 13,894

RETURN OF CAPITAL UPDATE

Diamondback announced today that the Company’s Board of Directors (the “Board”) approved a 5% increase to the Company's base cash dividend, raising it to $1.10 per common share for the first quarter of 2026, payable on May 21, 2026, to stockholders of record at the close of business on May 14, 2026.

Diamondback's share repurchase authorization totals $8.0 billion (excluding excise tax), with $2.1 billion remaining as of May 1, 2026. During the first quarter, the Company repurchased 3.3 million shares of common stock for approximately $548 million at a weighted average price of $167.61 per share (excluding excise tax), including the repurchase of 3.0 million shares for $509 million from SGF FANG Holdings, LP. The Company expects to continue repurchases opportunistically using cash on hand, free cash flow and potential asset sale proceeds. The program has no time limit and may be suspended, modified or discontinued at the Board’s discretion. Repurchases may be executed in privately negotiated or open-market transactions, consistent with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will be subject to market conditions, applicable regulatory and legal requirements and other factors. All shares repurchased will be retired.

The table below summarizes Diamondback’s return of capital program, including dividends and share repurchases, with future actions subject to Board approval.

Q1 2026

Q2 2026 to date

Cumulative

(in millions, except per share amounts, shares in thousands)

Base dividend $ 1.10

Shares repurchased

3,267 — 41,688

Weighted average repurchase price

$ 167.61 $ — $ 141.11

Total repurchase cost $ 548 $ — $ 5,884

Total return of capital

$ 859

Return of capital % free cash flow 50 %

Return of capital % adjusted free cash flow 50 %

UPDATED 2026 GUIDANCE

Below is Diamondback's and Viper's updated guidance for the full year 2026, which includes second quarter production and capital guidance.

2026 Guidance

Diamondback Energy, Inc.

Viper Energy, Inc.

2026 Net production - MBOE/d

972+ (from 926 - 962)

126.0 - 130.0

2026 Oil production - MBO/d

520+ (from 500 - 510)

64.5 - 66.5

Q2 2026 Oil production - MBO/d (total - MBOE/d)

515 - 525 (950 - 990)

64.0 - 65.0 (124.0 - 126.0)

Unit costs ($/BOE)

Lease operating expenses, including workovers

$5.90 - $6.40

G&A

Cash G&A

$0.55 - $0.70

$0.70 - $0.90

Non-cash equity-based compensation

$0.20 - $0.30

$0.10 - $0.20

DD&A

$14.00 - $15.00 (from $14.50- $15.50)

$16.25 - $18.25

Interest expense (net of interest income)

$0.50 - $0.70 (from $0.70- $0.90)

$1.90 - $2.40

Gathering, processing and transportation

$1.50 - $1.70

Production and ad valorem taxes (% of revenue) ~7% ~7%

Corporate tax rate (% of pre-tax income) 23%

Cash tax rate (% of pre-tax income)(1)

18% - 21%

27% - 30%

Q2 2026 Cash taxes ($ - million)

$440 - $500

$40.0 - $48.0

Cash Capital Budget ($ - million)

Operated drilling and completion

~$3,310 (from ~$3,160 )

2026 Total capital expenditures(2)

~$3,900 (from ~$3,750)

Q2 2026 Capital expenditures

$925 - $1,025

Average lateral length (Ft.)

~12,900'

Net lateral footage completed (1,000's of Ft.)

6,100' - 6,500' (from 5,900' - 6,300')

(1)Pre-tax income attributable to the Company is a non-GAAP measure. We are not able to forecast the most directly comparable GAAP measure - Income (loss) before income taxes - due to high variability and difficulty in predicting certain items that affect Income (loss) before income taxes, such as future commodity prices, pace of and costs of developing, producing and operating our interests in oil and natural gas properties, future changes in interest rates and various other business factors impacting our financial results.

(2)Includes non-operated drilling and completion, capital workovers, science, infrastructure, midstream and environmental.

CONFERENCE CALL

Diamondback will host a conference call and webcast for investors and analysts to discuss its results for the first quarter of 2026 on Tuesday, May 5, 2026 at 8:00 a.m. CT. Access to the webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Diamondback’s website at www.diamondbackenergy.com under the “Investor Relations” section of the site. Investors and others should note that Diamondback announces material financial and operational information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. The information we post through our investor relations website may be deemed material. Accordingly, investors should monitor our investor relations website in addition to following our press releases, SEC filings and public conference calls and webcasts.

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. For more information, please visit www.diamondbackenergy.com.

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 Double Eagle Acquisition, and the Sitio Acquisition completed by Viper and other acquisitions, divestitures or reorganizations); 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) 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.

markets; 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, changing political and social perspectives on climate change and other environmental, social and governance factors, and risks from our publicly disclosed targets related to sustainability and emissions reduction initiatives; challenges in developing our existing leasehold acreage and finding, developing or acquiring additional reserves; restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water disposal well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin; significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges; conditions in the capital, financial and credit markets, including the availability and pricing of capital for acquisitions, exploration and development operations; challenges with employee retention and an increasingly competitive labor market; changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services; changes in safety, health, environmental, tax and other regulations or requirements (including those addressing air emissions, water management, or the impact of global climate change); security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business; lack of, or disruption in, access to adequate and reliable electrical power, internet and telecommunication infrastructure, information and computer systems, transportation, processing, storage and other facilities for our oil, natural gas and natural gas liquids; failures or delays in achieving expected reserve or production levels from existing and future oil and natural gas developments, including due to operating hazards, drilling risks, or the inherent uncertainties in predicting reserve and reservoir performance; inability to keep pace with technological developments in our industry; failure to meet our obligations under our oil purchase contracts; loss of one or more customers or their inability to meet their obligations; geographical concentration of our primary operations; risks from our return of capital commitment, and uncertainties over our future dividends and share repurchases; difficulty in obtaining necessary approvals and permits; severe weather conditions and natural disasters; changes in the financial strength of counterparties to our credit facilities and hedging contracts; our substantial indebtedness and restrictions to our operating and financial flexibility; changes in our credit rating; failure to identify, complete and successfully integrate acquisitions, including the recently completed Double Eagle Acquisition and Viper’s Sitio Acquisition; the Endeavor stockholders’ ability to significantly influence our business and potential conflicts of interest; and other risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 25, 2026, 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 release 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.

Diamondback Energy, Inc.

Condensed Consolidated Statements of Operations

(unaudited, $ in millions except per share data, shares in thousands)

Three Months Ended March 31,

2026 2025

Revenues:

Oil, natural gas and natural gas liquid sales $ 3,825 $ 3,657

Sales of purchased oil 385 374

Other operating income 30 17

Total revenues 4,240 4,048

Costs and expenses:

Lease operating expenses 547 408

Production and ad valorem taxes 268 228

Gathering, processing and transportation 120 111

Purchased oil expense 393 382

Depreciation, depletion, amortization and accretion 1,293 1,097

Impairment of oil and natural gas properties 1,400 —

General and administrative expenses 79 73

Other operating expenses, net 24 76

Total costs and expenses 4,124 2,375

Income (loss) from operations 116 1,673

Other income (expense):

Interest expense, net (63) (40)

Other income (expense), net 7 35

Gain (loss) on derivative instruments, net 117 226

Gain (loss) on extinguishment of debt, net (1) —

Total other income (expense), net 60 221

Income (loss) before income taxes 176 1,894

Provision for (benefit from) income taxes 32 403

Net income (loss) 144 1,491

Net income (loss) attributable to non-controlling interest 119 86

Net income (loss) attributable to Diamondback Energy, Inc. $ 25 $ 1,405

Earnings (loss) per common share:

Basic $ 0.08 $ 4.83

Diluted $ 0.08 $ 4.83

Weighted average common shares outstanding:

Basic 282,792 289,612

Diluted 282,792 289,612

Diamondback Energy, Inc.

Condensed Consolidated Balance Sheets

(unaudited, in millions, except share amounts)

March 31, December 31,

2026 2025

Assets

Current assets:

Cash and cash equivalents ($28 million and $13 million related to Viper) $ 174 $ 104

Restricted cash 2 2

Accounts receivable:

Joint interest and other, net 327 258

Oil and natural gas sales, net ($383 million and $262 million related to Viper)

1,834 1,128

Inventories 79 86

Prepaid expenses and other current assets 288 337

Total current assets 2,704 1,915

Property and equipment:

Oil and natural gas properties:

Proved properties ($9,514 million and $9,746 million related to Viper)

72,688 71,588

Unproved properties ($4,562 million and $4,910 million related to Viper)

23,497 23,941

Other property, equipment and land 889 874

Accumulated depletion, depreciation, amortization and impairment ($2,662 million and $2,455 million related to Viper)

(30,461) (27,782)

Property and equipment, net 66,613 68,621

Other assets 763 523

Total assets $ 70,080 $ 71,059

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued capital expenditures 1,181 1,168

Current maturities of debt 749 763

Other accrued liabilities 848 1,108

Revenues and royalties payable 1,459 1,397

Derivative instruments 62 15

Income taxes payable 517 149

Total current liabilities 4,816 4,600

Long-term debt ($1,603 million and $2,186 million related to Viper)

13,149 13,726

Deferred income taxes 8,914 9,141

Other long-term liabilities 561 625

Total liabilities 27,440 28,092

Stockholders’ equity:

Common stock, $0.01 par value; 800,000,000 shares authorized; 281,311,730 and 284,594,908 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively

3 3

Additional paid-in capital 32,010 32,236

Retained earnings (accumulated deficit) 4,467 4,740

Accumulated other comprehensive income (loss) (7) (7)

Total Diamondback Energy, Inc. stockholders’ equity 36,473 36,972

Non-controlling interest 6,167 5,995

Total equity 42,640 42,967

Total liabilities and stockholders’ equity $ 70,080 $ 71,059

Diamondback Energy, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited, in millions)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income (loss) $ 144 $ 1,491

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Provision for (benefit from) deferred income taxes (242) 6

Depreciation, depletion, amortization and accretion 1,293 1,097

Impairment of oil and natural gas properties 1,400 —

(Gain) loss on extinguishment of debt, net 1 —

(Gain) loss on derivative instruments, net (117) (226)

Cash received (paid) on settlement of derivative instruments 133 85

Other 26 34

Changes in operating assets and liabilities:

Accounts receivable (779) (6)

Accounts payable and accrued liabilities (257) (374)

Income taxes payable 287 135

Revenues and royalties payable 70 84

Other (131) 29

Net cash provided by (used in) operating activities 1,828 2,355

Cash flows from investing activities:

Additions to oil and natural gas properties (933) (942)

Property acquisitions (314) (750)

Proceeds from sale of assets 604 41

Other (15) (2)

Net cash provided by (used in) investing activities (658) (1,653)

Cash flows from financing activities:

Proceeds from debt 2,525 3,477

Repayment of debt (3,124) (2,538)

Repurchased shares under repurchase program (39) (575)

Repurchased shares - related party (509) —

Repurchased shares/units under Viper’s repurchase program (97) —

Net proceeds from Viper’s issuance of common stock — 1,232

Proceeds from sale of Viper's common stock 589 —

Dividends paid to stockholders (295) (290)

Dividends/distributions to non-controlling interest (120) (95)

Other (30) (36)

Net cash provided by (used in) financing activities (1,100) 1,175

Net increase (decrease) in cash, cash equivalents and restricted cash 70 1,877

Cash, cash equivalents and restricted cash at beginning of period 106 164

Cash, cash equivalents and restricted cash at end of period $ 176 $ 2,041

Diamondback Energy, Inc.

Selected Operating Data

(unaudited)

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Production Data:

Oil (MBbls) 46,889 47,174 42,835

Natural gas (MMcf) 118,402 121,805 100,578

Natural gas liquids (MBbls) 21,519 21,684 16,961

Combined volumes (MBOE)(1)

88,142 89,159 76,559

Daily oil volumes (BO/d) 520,989 512,761 475,944

Daily combined volumes (BOE/d) 979,356 969,120 850,656

Average Prices:

Oil ($ per Bbl) $ 73.47 $ 58.00 $ 70.95

Natural gas ($ per Mcf) $ 0.18 $ 0.03 $ 2.11

Natural gas liquids ($ per Bbl) $ 16.68 $ 13.51 $ 23.94

Combined ($ per BOE) $ 43.40 $ 34.02 $ 47.77

Oil, hedged ($ per Bbl)(2)

$ 72.53 $ 57.07 $ 70.06

Natural gas, hedged ($ per Mcf)(2)

$ 1.90 $ 1.03 $ 3.34

Natural gas liquids, hedged ($ per Bbl)(2)

$ 16.68 $ 13.51 $ 23.94

Average price, hedged ($ per BOE)(2)

$ 45.21 $ 34.88 $ 48.89

Average Cash Costs ($/BOE):

Lease operating expenses $ 6.21 $ 5.91 $ 5.33

Production and ad valorem taxes 3.04 2.21 2.98

Gathering, processing and transportation expense 1.36 1.54 1.45

General and administrative - cash component 0.65 0.65 0.72

Total operating expense - cash $ 11.26 $ 10.31 $ 10.48

General and administrative - non-cash component $ 0.25 $ 0.22 $ 0.24

Depreciation, depletion, amortization and accretion $ 14.67 $ 15.58 $ 14.33

Interest expense, net $ 0.71 $ 0.87 $ 0.52

(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.

(2)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.

NON-GAAP FINANCIAL MEASURES

ADJUSTED EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted EBITDA as net income (loss) attributable to Diamondback Energy, Inc., plus net income (loss) attributable to non-controlling interest ("net income (loss)") before non-cash (gain) loss on derivative instruments, net, interest expense, net, depreciation, depletion, amortization and accretion, depreciation and interest expense related to equity method investments, (gain) loss on extinguishment of debt, impairment of oil and natural gas properties, non-cash equity-based compensation expense, capitalized equity-based compensation expense, other non-cash transactions and provision for (benefit from) income taxes. Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles ("GAAP"). Management believes Adjusted EBITDA is useful because the measure allows it to evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. The Company excludes the items listed above from net income (loss) to determine Adjusted EBITDA because these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Further, the Company excludes the effects of significant transactions that may affect earnings but are unpredictable in nature, timing and amount, although they may recur in different reporting periods. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of the Company’s operating performance. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets. The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts.

The following tables present a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP financial measure of Adjusted EBITDA:

Diamondback Energy, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(unaudited, in millions)

Three Months Ended

March 31, 2026 March 31, 2025

Net income (loss) attributable to Diamondback Energy, Inc. $ 25 $ 1,405

Net income (loss) attributable to non-controlling interest 119 86

Net income (loss) 144 1,491

Non-cash (gain) loss on derivative instruments, net 16 (141)

Interest expense, net 63 40

Depreciation, depletion, amortization and accretion 1,293 1,097

Depreciation and interest expense related to equity method investments 14 21

(Gain) loss on extinguishment of debt 1 —

Impairment of oil and natural gas properties 1,400 —

Non-cash equity-based compensation expense 31 23

Capitalized equity-based compensation expense (9) (5)

Other non-cash transactions 16 18

Provision for (benefit from) income taxes 32 403

Consolidated Adjusted EBITDA 3,001 2,947

Less: Adjustment for non-controlling interest 297 146

Adjusted EBITDA attributable to Diamondback Energy, Inc. $ 2,704 $ 2,801

ADJUSTED NET INCOME

Adjusted net income is a non-GAAP financial measure equal to net income (loss) attributable to Diamondback Energy, Inc. plus net income (loss) attributable to non-controlling interest ("net income (loss)") adjusted for non-cash (gain) loss on derivative instruments, net, (gain) loss on extinguishment of debt, impairment of oil and natural gas properties, other non-cash transactions and related income tax adjustments. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes adjusted net income helps investors in the oil and natural gas industry to measure and compare the Company's performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors. Further, in order to allow investors to compare the Company's performance across periods, the Company excludes the effects of significant transactions that may affect earnings but are unpredictable in nature, timing and amount, although they may recur in different reporting periods.

The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP measure of adjusted net income:

Diamondback Energy, Inc.

Adjusted Net Income

(unaudited, $ in millions except per share data, shares in thousands)

Three Months Ended

March 31, 2026

Amounts Amounts Per Diluted Share

Net income (loss) attributable to Diamondback Energy, Inc.(1)

$ 25 $ 0.08

Net income (loss) attributable to non-controlling interest 119 0.42

Net income (loss)(1)

144 0.50

Non-cash (gain) loss on derivative instruments, net 16 0.06

(Gain) loss on extinguishment of debt 1 —

Impairment of oil and natural gas properties 1,400 4.95

Other non-cash transactions 16 0.06

Adjusted net income excluding above items(1)

1,577 5.57

Income tax adjustment for above items (261) (0.93)

Adjusted net income(1)

1,316 4.64

Less: Adjusted net income attributable to non-controlling interest 118 0.41

Adjusted net income attributable to Diamondback Energy, Inc.(1)

$ 1,198 $ 4.23

Weighted average common shares outstanding:

Basic 282,792

Diluted 282,792

(1)The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of common stock and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Diamondback Energy, Inc, (ii) less the reallocation of $3 million in earnings attributable to participating securities, (iii) divided by diluted weighted average common shares outstanding for the respective periods.

OPERATING CASH FLOW BEFORE WORKING CAPITAL CHANGES, FREE CASH FLOW AND ADJUSTED FREE CASH FLOW

Operating cash flow before working capital changes, which is a non-GAAP financial measure, represents net cash provided by operating activities as determined under GAAP without regard to changes in working capital. The Company believes operating cash flow before working capital changes is a useful measure of an oil and natural gas company’s ability to generate cash used to fund exploration, development and acquisition activities and service debt or pay dividends. The Company also uses this measure because changes in working capital relate to the timing of cash receipts and disbursements that the Company may not control and may not relate to the period in which the operating activities occurred. This allows the Company to compare its operating performance with that of other companies without regard to financing methods and capital structure.

The Company defines Free Cash Flow, which is a non-GAAP financial measure, as cash flow from operating activities before changes in working capital in excess of cash capital expenditures. The Company defines Adjusted Free Cash Flow, which is a non-GAAP financial measure, as Free Cash Flow before the tax impact from divestitures (if any), merger and transaction expenses, costs of early termination of derivatives and settlements of any treasury locks. The Company believes that Free Cash Flow and Adjusted Free Cash Flow are useful to investors as they provide a measure to compare both cash flow from operating activities and additions to oil and natural gas properties across periods on a consistent basis, adjusted, as applicable, for non-recurring impacts from divestitures, merger and transaction expenses, the early termination of derivative contracts and settlements of treasury locks. These measures should not be considered as an alternative to, or more meaningful than, net cash provided by operating activities as an indicator of liquidity. The Company's computation of Free Cash Flow may not be comparable to other similarly titled measures of other companies.

The following tables present a reconciliation of the GAAP financial measure of net cash provided by operating activities to the non-GAAP measure of operating cash flow before working capital changes and to the non-GAAP measures of Free Cash Flow and Adjusted Free Cash Flow:

Diamondback Energy, Inc.

Operating Cash Flow Before Working Capital Changes, Free Cash Flow and Adjusted Free Cash Flow

(unaudited, in millions)

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 1,828 $ 2,355

Less: Changes in cash due to changes in operating assets and liabilities:

Accounts receivable (779) (6)

Accounts payable and accrued liabilities (257) (374)

Income taxes payable 287 135

Revenues and royalties payable 70 84

Other (131) 29

Total working capital changes (810) (132)

Operating cash flow before working capital changes 2,638 2,487

Additions to oil and natural gas properties (933) (942)

Total Cash CAPEX (933) (942)

Free Cash Flow 1,705 1,545

Merger and transaction expenses(1)

5 37

Early termination of derivatives 27 —

Treasury locks — 1

Adjusted Free Cash Flow $ 1,737 $ 1,583

(1)Includes $4 million of Viper's transaction expenses related to the Sitio Acquisition for the three months ended March 31, 2026.

NET DEBT

The Company defines the non-GAAP measure of net debt as total debt (excluding debt issuance costs, discounts, premiums and unamortized basis adjustments) less cash and cash equivalents and restricted cash that has been irrevocably deposited for the redemption of principal amounts of outstanding senior notes. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company's leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

Diamondback Energy, Inc.

Net Debt

(unaudited, in millions)

March 31, 2026

Net Q1 Principal Borrowings/(Repayments)

December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025

(in millions)

Diamondback Energy, Inc.(1)

$ 12,448 $ (14) $ 12,462 $ 13,792 $ 14,212 $ 13,269

Viper Energy, Inc.(1)

1,620 (585) 2,205 2,640 1,105 830

Total debt 14,068 $ (599) 14,667 16,432 15,317 14,099

Cash and cash equivalents (174) (104) (539) (219) (1,816)

Net debt $ 13,894 $ 14,563 $ 15,893 $ 15,098 $ 12,283

(1)Excludes debt issuance costs, discounts, premiums and unamortized basis adjustments.

DERIVATIVES

As of May 1, 2026, the Company had the following outstanding consolidated derivative contracts, including derivative contracts at Viper. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent pricing and with natural gas derivative settlements based on the New York Mercantile Exchange Henry Hub pricing. When aggregating multiple contracts, the weighted average contract price is disclosed.

Crude Oil (Bbls/day, $/Bbl)

Q2 2026

Q3 2026

Q4 2026

Q1 2027

Q2 2027

Long Puts - Crude Brent Oil 37,000 20,000 10,000 5,000 —

Long Put Price ($/Bbl) $52.50 $52.50 $55.00 $55.00 —

Deferred Premium ($/Bbl) $-1.70 $-1.60 $-1.33 $-1.40 —

Long Puts - WTI (Magellan East Houston) 115,000 95,000 50,000 25,000 10,000

Long Put Price ($/Bbl) $50.00 $50.53 $51.00 $50.00 $50.00

Deferred Premium ($/Bbl) $-1.57 $-1.43 $-1.34 $-1.31 $-1.43

Long Puts - WTI (Cushing) 210,000 190,000 155,000 55,000 25,000

Long Put Price ($/Bbl) $52.44 $52.57 $50.65 $50.00 $50.00

Deferred Premium ($/Bbl) $-1.57 $-1.30 $-1.28 $-1.34 $-1.31

Costless 3-Way Collars - WTI (Cushing)

15,000 15,000 15,000 — —

Ceiling Price ($/Bbl)

115.07

— —

Long Put Price ($/Bbl)

$60.00 $60.00 $60.00 — —

Short Put Price ($/Bbl)

$50.00 $50.00 $50.00 — —

Put Spreads WTI (Cushing)

— 15,000 — — —

Long Put Price ($/Bbl) — $50.00 — — —

Short Put Price ($/Bbl) — $55.00 — — —

Basis Swaps - WTI (Midland) 45,000 75,000 75,000 — —

$0.92 $0.98 $0.98 — —

WTI / Brent Basis Puts

255,330

290,000

— — —

Spread ($/Bbl)

$-41.67

$-42.76

— — —

Deferred Premium ($/Bbl) $-1.24 $-1.52 — — —

Roll Swaps - WTI 141,758 150,000 150,000 — —

$2.82 $2.89 $2.89 — —

Natural Gas (Mmbtu/day, $/Mmbtu)

Q2 2026

Q3 2026

Q4 2026

FY 2027

Costless Collars - Henry Hub 840,000 840,000 840,000 720,000

Floor Price ($/Mmbtu) $2.87 $2.87 $2.87 $2.88

Ceiling Price ($/Mmbtu) $6.35 $6.35 $6.35 $6.37

Natural Gas Basis Swaps - Waha Hub 650,000 650,000 650,000 360,000

$-1.87 $-1.87 $-1.75 $-1.26

Natural Gas Basis Swaps - Houston Ship Channel 100,000 100,000 100,000 300,000

$-0.35 $-0.35 $-0.35 $-0.31

Investor Contact:

Adam Lawlis

+1 432.221.7467

alawlis@diamondbackenergy.com

EX-99.2

Filename: diamondbackex992-5x4x26.htm · Sequence: 3

Document

Exhibit 99.2

LETTER TO STOCKHOLDERS ISSUED BY DIAMONDBACK ENERGY, INC.

Midland, TX (May 4, 2026)

Diamondback Stockholders,

This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter.

Macro Update and Activity Plan

Over the last year, we have spent more time than ever discussing the macroeconomic environment with our stakeholders – a trend we do not expect to change any time soon. Since our last stockholder letter just 70 days ago, the oil market has completely flipped from a projected supply-demand surplus to a historic global deficit. We do not believe it is our job to comment on geopolitical events and will therefore focus on the fundamental analysis and how that fundamental analysis is shaping our capital allocation decisions during these volatile times.

Last quarter we closed our macro update with the following sentence:

“Therefore, we remain positioned with ultimate flexibility: we have the inventory depth and operational capacity to accelerate activity quickly if the market tightens and we also retain the flexibility to moderate activity if conditions significantly soften from current levels.”

Since that statement, front month oil prices have increased by over 50% and the 2-year oil strip has moved by over 20%. Global oil production declined by over 8 million barrels per day in March (almost 8% of global production), a number that further increased in April. For reference, the prior projected oversupply that sent prices down over $20 per barrel last year was expected to be between a 1% and 2% mismatch of supply and demand. The oversupply projections pale in comparison to the current situation. Prices for physical delivery of crude oil and refined products have increased even further, with some regions around the world already seeing shortages and demand destruction. Therefore, we believe there is a legitimate supply-demand imbalance and that the associated price signal is the catalyst to begin to grow production.

Because of our positioning, our preparation and this price signal, we are bringing incremental barrels to the market immediately. We have made the decision to begin to work down our drilled but uncompleted well (“DUC”) balance to maintain our current production level of over 520,000 Bo/d - up 3% from our original 2026 guidance. Diamondback is capturing the production response now and will subsequently backfill activity to maintain our future operational flexibility.

To execute this plan, we expect to run 5 completion crews consistently for the remainder of the year and to add two or three rigs to preserve a healthy backlog of projects to maintain operational flexibility. This level of incremental activity maintains our current level of capital efficiency and puts Diamondback in a differentiated position.

On top of increasing Cash Flow per share, this revised plan generates more Free Cash Flow per share in 2026 assuming WTI averages over $60 for the rest of the year. This gives us the ability to maintain current activity levels even if oil prices decline. While our “stoplight” analogy for the macro environment served its purpose over the last year, we are going to put it on the sidelines for now as the light has turned green, and Diamondback is well-positioned to respond to the current macro environment.

First Quarter 2026 Operational Performance

We delivered a strong first quarter, driven by solid execution despite weather-related impacts from Winter Storm Fern in January. Oil production averaged 521 MBO/d, exceeding the high end of our 502 - 512 MBO/d guidance range. Importantly, this beat was not a result of higher cash capital expenditures as we invested $933 million for the quarter, below the midpoint of our $900 - $975 million guidance range.

Lease operating expenses (“LOE”) and other cash operating costs were also in line with our guidance. LOE averaged $6.21 per BOE, an increase over LOE costs in Q4 2025 primarily due to one-time charges associated with production recovery efforts following Winter Storm Fern. We continue to work tirelessly to minimize cash costs, and our operations team and field organization are currently scaling automation and data‑driven predictive maintenance (including through Artificial Intelligence initiatives), which we expect to increase uptime and reduce LOE in the coming years.

Our drilling and completion teams continue to manufacture wellbores with industry-leading execution through consistent, repeatable performance across the program. Importantly, executing ahead of plan was a key contributor to the production beat this quarter, fueled by the compounding efficiency gains our teams are delivering quarter after quarter versus the base plan. Drilling performance was a standout this quarter, with 11% of wells reaching total depth in less than five days and new internal speed records on the fastest ~2, ~3 and ~4-mile wells. Notably, the team drilled the fastest Barnett well in company history (~18 days) at the lowest Barnett cost to date (under $400 per lateral foot), supporting our belief that Barnett development is trending toward competitiveness with the rest of our portfolio. On the completions side, continuous pumping is compounding improvements in utilization and reducing non-productive time. In addition, with roughly 80% of the frac fleet electrified, we view electrification as a strategic advantage in this environment, as it meaningfully reduces exposure to diesel-driven cost inflation while also supporting more consistent execution through lower fuel logistics intensity and improved operating efficiency.

First Quarter 2026 Financial Performance

In the first quarter, we generated $1.8 billion in net cash from operating activities, which translated into $1.7 billion of Free Cash Flow and Adjusted Free Cash Flow.

We recorded a $1.4 billion non-cash impairment in the first quarter. As discussed in detail in our previous letter, the charge was mechanically driven by trailing twelve‑month, first‑of-month SEC pricing, with weaker January and February oil prices this year rolling through the SEC price deck and impacting our ceiling test. Looking ahead, we expect this to be the last impairment related to this price roll‑through.

Return of Capital and Capital Allocation Update

Today we are announcing a change to the structure of how we return Free Cash Flow to our stockholders. Since late 2021, we have maintained a commitment to return a minimum percentage of our quarterly Adjusted Free Cash Flow to stockholders through a base dividend, share repurchases and variable dividends. Over the past four years, we have returned approximately $12.1 billion to stockholders through $3.4 billion of base dividends, $5.9 billion of share repurchases and $2.8 billion of variable dividends.

Next quarter, we plan to remove our quarterly percentage of Adjusted Free Cash Flow return commitment and instead retain the flexibility to allocate our post-dividend Free Cash Flow to the opportunity that best creates long-term stockholder value.

The formulaic return of capital commitment served an important purpose to instill capital discipline into the E&P sector after COVID. The downside to the formulaic return mechanism was its restrictive structure on a highly cyclical business (as exemplified this quarter). The quarterly aspect meant that we had to make capital allocation decisions within a 90 day window, rather than making decisions through a cyclical lens.

We will continue to prioritize our stable and growing base dividend, which we expect to remain protected below $40 per barrel at maintenance production levels. Today, we are increasing our base dividend by 5% to $4.40 per share annually, now up 10% this year. We will also continue an active repurchase program focused on buying back shares below our estimated intrinsic value at mid-cycle commodity prices just as we have over the last five years. Currently, we do not see value in paying out variable dividends, so we have put that mechanism aside for now.

There will be times (like today) where commodity prices are high and we use excess Free Cash Flow to accelerate debt pay down or build cash. On the other hand, there will be periods where we outspend cash flow and lean on our balance sheet to buy back shares because our equity is undervalued. Capital allocation, both human and financial, is the most important thing we do – preserving the flexibility to make the correct capital allocation decision at the right point in the commodity cycle is paramount to long-term value creation for Diamondback stockholders.

Balance Sheet

We have made significant progress on debt reduction in 2026. Quarter-over-quarter, consolidated gross debt decreased by $0.6 billion and consolidated net debt decreased by roughly $0.7 billion. We ended the quarter with consolidated gross debt of approximately $14.1 billion and consolidated net debt of $13.9 billion.

In April, we repurchased some of our long‑dated notes at an attractive discount by successfully retiring $777 million in principal of our 2051 and 2052 Senior Notes for $632 million including accrued interest, or 81.1% of par value. We also fully repaid the remaining $550 million outstanding on our term loan due in 2027. Since the end of the third quarter of 2025, we have reduced total debt by ~$3.7 billion (a 23% reduction). We believe that accelerating deleveraging in a high commodity price environment strengthens our downside durability and gives us significant flexibility and optionality through the next cycle.

Closing

We are grateful for the trust you have put in Diamondback and our ability to appropriately allocate capital. With the operational and financial momentum we have today, we are well positioned to deliver strong outcomes through 2026 and beyond.

Thank you for your interest in Diamondback Energy.

Sincerely,

Kaes Van't Hof

Chief Executive Officer and Director

Investor Contact:

Adam Lawlis

+1 432.221.7467

alawlis@diamondbackenergy.com

Forward-Looking Statements:

This letter 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 Double Eagle Acquisition and the Sitio acquisition completed by Diamondback's subsidiary, Viper Energy, Inc., and other acquisitions, divestitures or reorganizations); 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 letter, 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: geopolitics and market conditions, including 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. energy, environmental, monetary and trade policies, including with respect to tariffs or other trade barriers and any resulting trade tensions; actions taken by the members of OPEC and its non-OPEC allies (OPEC+) affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments; changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates, inflation rates, and instability in the financial sector; 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, changing political and social perspectives on climate change and other ESG factors, and risks from our publicly disclosed targets related to sustainability and emissions reduction initiatives; challenges in

developing our existing leasehold acreage and finding, developing or acquiring additional reserves; restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water disposal well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin; significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges; conditions in the capital, financial and credit markets, including the availability and pricing of capital for acquisitions, exploration and development operations; challenges with employee retention and an increasingly competitive labor market; changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services; changes in safety, health, environmental, tax and other regulations or requirements (including those addressing air emissions, water management, or the impact of global climate change); security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business; lack of, or disruption in, access to adequate and reliable electrical power, internet and telecommunication infrastructure, information and computer systems, transportation, processing, storage and other facilities for our oil, natural gas and natural gas liquids; failures or delays in achieving expected reserve or production levels from existing and future oil and natural gas developments, including due to operating hazards, drilling risks, or the inherent uncertainties in predicting reserve and reservoir performance; inability to keep pace with technological developments in our industry; failure to meet our obligations under our oil purchase contracts; loss of one or more customers or their inability to meet their obligations; geographical concentration of our primary operations; risks from our return of capital commitment, and uncertainties over our future dividends and share repurchases; difficulty in obtaining necessary approvals and permits; severe weather conditions and natural disasters; changes in the financial strength of counterparties to our credit facilities and hedging contracts; our substantial indebtedness and restrictions to our operating and financial flexibility; changes in our credit rating; failure to identify, complete and successfully integrate acquisitions, including the recently completed Double Eagle Acquisition and Viper’s Sitio Acquisition; the Endeavor stockholders’ ability to significantly influence our business and potential conflicts of interest; and other risks described in Part I, Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 25, 2026, and those risks disclosed in its subsequent filings on Forms 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.

Non-GAAP Financial Measures

This letter includes financial information not prepared in conformity with generally accepted accounting principles (GAAP), such as Free Cash Flow, Adjusted Free Cash Flow, Adjusted Free Cash Flow per share and net debt. The non-GAAP information should be considered by the reader in addition to, but not instead of, financial information prepared in accordance with GAAP. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measures

can be found in Diamondback's quarterly results, which are posted on Diamondback's website at www.diamondbackenergy.com/investors and included as Exhibit 99.1 to the Current Report on Form 8-K filed by Diamondback with the SEC that also includes this letter as Exhibit 99.2. Furthermore, this letter includes or references certain forward-looking, non-GAAP financial measures. Because Diamondback provides these measures on a forward-looking basis, it cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP financial measures, such as future impairments and future changes in working capital. Accordingly, Diamondback is unable to present a quantitative reconciliation of such forward-looking, non-GAAP financial measures to the respective most directly comparable forward-looking GAAP financial measures. Diamondback believes that these forward-looking, non-GAAP measures may be a useful tool for the investment community in comparing Diamondback's forecasted financial performance to the forecasted financial performance of other companies in the industry.

GRAPHIC — DIAMONDBACK LOGO

GRAPHIC

Filename: dblogo1.jpg · Sequence: 8

Binary file (290479 bytes)

Download dblogo1.jpg

GRAPHIC — DIAMONDBACK LOGO

GRAPHIC

Filename: dblogob.jpg · Sequence: 9

Binary file (290479 bytes)

Download dblogob.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 11

v3.26.1

DEI Document

May 04, 2026

Document Information [Line Items]

Document Type

8-K

Document Period End Date

May 04, 2026

Entity Registrant Name

DIAMONDBACK ENERGY, INC.

Entity Incorporation, State or Country Code

Entity File Number

001-35700

Entity Tax Identification Number

45-4502447

Entity Address, Address Line One

500 West Texas Ave.,

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Midland

Entity Address, State or Province

Entity Address, Postal Zip Code

79701

City Area Code

432

Local Phone Number

221-7400

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

FANG

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001539838

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration