Form 8-K

8-K — Diamondback Energy, Inc.

Accession: 0001104659-26-039799

Filed: 2026-04-06

Period: 2026-04-06

CIK: 0001539838

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611130d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611130d1_ex99-1.htm)

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2026-04-06

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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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611130d1_ex99-1.htm · Sequence: 2

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

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

bps

4.250%

Senior Notes due 2052

CUSIP: 25278XAT6

ISIN: US25278XAT63

$605,258,000

4.625%

UST due November 15, 2055

FIT1

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

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