Form 8-K

8-K — Diamondback Energy, Inc.

Accession: 0001104659-26-042635

Filed: 2026-04-13

Period: 2026-04-10

CIK: 0001539838

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611659d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611659d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2611659d1_ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611659d1_8k.htm · Sequence: 1

false

0001539838

2026-04-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 10, 2026

Date of Report (Date of Earliest Event Reported)

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-35700

45-4502447

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

500 West Texas Ave.

Suite 100

Midland, Texas 79701

(Address of principal executive offices) (Zip

Code)

Registrant’s telephone number, including

area code: (432) 221-7400

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

FANG

The Nasdaq Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

¨ Emerging

growth company

¨ If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01. Other Events.

On April 13, 2026, Diamondback Energy, Inc. (“Diamondback”)

announced the final tender results of its previously announced tender offers (the “Offers”) to purchase for cash any and all

of Diamondback’s outstanding 4.400% Senior Notes due 2051 (the “2051 Notes”) and 4.250% Senior Notes due 2052 (together

with the 2051 Notes, the “Notes”) from holders of each series of the Notes. The Offers expired at 5:00 p.m., New York City

time, on April 10, 2026.

The Company issued (i) a press release announcing the pricing of the

Offers on April 10, 2026 and (ii) a press release announcing the results of the Offers on April 13, 2026. Copies of these press releases

are attached as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release, dated April 10, 2026, titled “Diamondback Energy, Inc. Announces Pricing of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052”.

99.2

Press Release, dated April 13, 2026, titled “Diamondback Energy, Inc. Announces Results of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052”.

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

DIAMONDBACK ENERGY, INC.

Date: April 13, 2026

By:

/s/ Teresa L. Dick

Name:

Teresa L. Dick

Title:

Executive Vice President, Chief Accounting Officer and Assistant

Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611659d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Diamondback Energy, Inc. Announces Pricing of Tender Offers

for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052

April 10, 2026

MIDLAND, Texas, April 10, 2026 (GLOBE NEWSWIRE)

-- Diamondback Energy, Inc. (NASDAQ: FANG) (the “Company” or “Diamondback”) today announced

the pricing of its tender offers to purchase for cash (the “Offers”) any and all of its outstanding 4.400% Senior Notes

due 2051 (the “2051 Notes”) and 4.250% Senior Notes due 2052 (the “2052 Notes” and, together with

the 2051 Notes, the “Notes”). The table below shows the applicable Reference Yield and Consideration (as defined below)

for the Notes, calculated as of 2:00 p.m., New York City time, today, April 10, 2026, in accordance with the Offer to Purchase, dated

April 6, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying

notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).

Title

Security

CUSIP

/ ISIN(1)

Aggregate

Principal

Amount

Outstanding

U.S.

Treasury

Reference

Security

Reference

Yield

Bloomberg

Reference

Page

Fixed

Spread

Consideration(2)

4.400%

Senior

Notes due 2051

CUSIP:

25278XAQ2

ISIN: US25278XAQ25

386,412,000

4.625%

UST due November 15, 2055

4.921

FIT1

bps

825.60

4.250%

Senior

Notes due 2052

CUSIP:

25278XAT6

ISIN: US25278XAT63

605,258,000

4.625%

UST due November 15, 2055

4.921

FIT1

80 bps

802.42

(1) No representation is made as to the correctness or accuracy of the CUSIP numbers and ISINs listed herein.

Such information is provided solely for the convenience of the Holders (as defined below) of the Notes.

(2) This is the applicable consideration (the “Consideration”) that will be payable per

$1,000 principal amount of Notes accepted for purchase, including through the Guaranteed Delivery Procedures (as defined below). The calculation

of the Consideration uses a Settlement Date (as defined below) of April 13, 2026 and the applicable maturity date. The Consideration

does not include Accrued Interest (as defined below), which will be paid on Notes accepted for purchase.

The Offers are being made

solely pursuant to the terms and conditions set forth in the Offer to Purchase. Holders of Notes (“Holders”) are urged

to carefully read the Offer to Purchase before making any decision with respect to the Offers. The Offers are not conditioned on any minimum

amount of Notes being tendered. The Company may amend, extend or terminate either or both of the Offers in its sole discretion, subject

to applicable law.

The Offers will expire at

5:00 p.m., New York City time, today, April 10, 2026, unless extended or terminated by the Company (such time and date, as the same

may be extended by the Company in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered

Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter

be validly withdrawn, unless otherwise required by applicable law.

Holders of the Notes must

validly tender and not validly withdraw their Notes, or submit the Notice of Guaranteed Delivery substantially in the form attached to

the Offer to Purchase and comply with the related procedures specified in the Offer to Purchase (the “Guaranteed Delivery Procedures”),

prior to the Expiration Date to be eligible to receive the Consideration. Accrued and unpaid interest (such interest as described below,

the “Accrued Interest”) will be paid on all Notes validly tendered and accepted for purchase pursuant to the Offers,

including Notes accepted pursuant to the Guaranteed Delivery Procedures, from the last interest payment date up to, but not including,

the Settlement Date. The Company expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for

purchase (other than Notes tendered pursuant to the Guaranteed Delivery Procedures) on April 13, 2026 unless extended. The date on

which payment of the Consideration and Accrued Interest occurs is referred to as the “Settlement Date”.

For Holders who deliver a

Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the

conditions set forth in the Offer to Purchase, the deadline to validly tender their Notes using the Guaranteed Delivery Procedures will

be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on April 14, 2026. The

Company expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for purchase pursuant to the

Guaranteed Delivery Procedures on or about April 15, 2026, the third business day after the Expiration Date.

The description of the Offers

above is only a summary and is qualified in its entirety by the Offer to Purchase.

Securities, BofA Securities, Citigroup, and Wells Fargo Securities are the dealer managers for the Offers. Investors with questions regarding

the Offers may contact the dealer managers at the following telephone numbers: (i) TD Securities at (866) 584-2096 (toll-free) or

(212) 827-2842 (collect), (ii) BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect), (iii) Citigroup at

(800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect) and (iv) Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)

410-4235 (collect). D.F. King & Co., Inc. is the tender and information agent for the Offers and can be contacted at (888)

541-9895 (toll-free) (bankers and brokers can call collect at (646) 677-2522) or by email at diamondback@dfking.com.

None of the Company or its

affiliates, their respective boards of directors, the dealer managers, the tender and information agent, and the trustee with respect

to any Notes is making any recommendation as to whether Holders should tender any Notes in response to the Offers, and neither the Company

nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether

to tender any of their Notes, and, if so, the principal amount of Notes to tender.

Holders are urged to evaluate

carefully all information in this press release, including the documents referred to herein, consult their own investment and tax advisors

and make their own decisions whether to tender some or all of their Notes. If a Holder holds Notes through a custodian bank, broker,

dealer, commercial bank, trust company or other nominee, it should contact such custodian or nominee if it wishes to tender its Notes.

The

Offer to Purchase and Notice of Guaranteed Delivery may be obtained from D.F. King & Co., Inc., free of charge, by calling

(888) 541-9895 (toll-free) (bankers and brokers can call collect at (646) 677-2522) or by email at diamondback@dfking.com. Additionally,

copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following webpage: https://www.dfking.com/fang/.

This press release is for

informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation

or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers are only being made

pursuant to the Offer to Purchase.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural

gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore

oil and natural gas reserves primarily in the Permian Basin in West Texas.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical

fact, including statements regarding the completion of the Offers, Diamondback’s future performance; business strategy; future operations

(including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and

financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits of strategic transactions

(including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations

and for executing environmental strategies) are forward-looking statements. When used in this news release or otherwise by Diamondback,

the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,”

“outlook,” “plan,” “positioned,” “potential,” “predict,” “project,”

“seek,” “should,” “target,” “will,” “would,” and similar expressions (including

the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking

statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking

statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond

Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s

actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements. Information concerning

these risks and uncertainties and other factors can be found in the Offer to Purchase and in Diamondback’s filings with the U.S.

Securities and Exchange Commission (“SEC”), including its reports on Forms 10-K, 10-Q and 8-K, each of which can be

obtained free of charge on the SEC’s web site at http://www.sec.gov. Diamondback undertakes no obligation to update or revise any

forward-looking statement unless required by applicable law.

Company Contact:

Adam Lawlis

+1 432.221.7467

alawlis@diamondbackenergy.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2611659d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Diamondback Energy, Inc. Announces Results of Tender Offers

for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052

April 13, 2026

MIDLAND, Texas, April 13, 2026 (GLOBE NEWSWIRE)

-- Diamondback Energy, Inc. (NASDAQ: FANG) (the “Company” or “Diamondback”) today announced

the expiration and results of its tender offers to purchase for cash any and all of its outstanding 4.400% Senior Notes due 2051 (the

“2051 Notes”) and 4.250% Senior Notes due 2052 (the “2052 Notes” and together with the 2051 Notes,

the “Notes”). The tender offers (the “Offers”) were made under the Offer to Purchase, dated April 6,

2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and its accompanying notice of

guaranteed delivery (the “Notice of Guaranteed Delivery”). Capitalized terms used but not defined in this press release

have the meanings given to them in the Offer to Purchase. The Offers expired at 5:00 p.m., New York City time, on April 10, 2026

(the “Expiration Date”).

According to information provided by D.F. King &

Co., Inc., the Tender and Information Agent for the Offers, $776,763,000.00 aggregate principal amount of Notes were validly tendered

by the Expiration Date and not validly withdrawn. This amount excludes $35,919,000.00 aggregate principal amount of Notes reflected in

Notices of Guaranteed Delivery under the guaranteed delivery procedures specified in the Offer to Purchase (the “Guaranteed Delivery

Procedures”) that were submitted by the Expiration Date, all of which remain subject to performance of the delivery requirements

under the Guaranteed Delivery Procedures.

The table below includes information about the

aggregate principal amount of Notes referred to above broken out between 2051 Notes and 2052 Notes.

Title of

Security

CUSIP / ISIN(1)

Aggregate Principal Amount

Outstanding

Aggregate Principal Amount

Tendered(2)

Principal Amount Reflected in

Notices of Guaranteed

Delivery(3)

4.400% Senior Notes due 2051

CUSIP: 25278XAQ2

ISIN: US25278XAQ25

386,412,000

282,858,000.00

28,103,000.00

4.250% Senior Notes due 2052

CUSIP: 25278XAT6

ISIN: US25278XAT63

605,258,000

493,905,000.00

7,816,000.00

(1) No representation is made as to the correctness or accuracy of the CUSIP numbers and ISINs listed herein.

Such information is provided solely for the convenience of the Holders (as defined below) of the Notes.

(2) These amounts exclude the principal amounts of Notes for which holders of Notes (“Holders”)

have delivered Notices of Guaranteed Delivery that remain subject to compliance with the Guaranteed Delivery Procedures.

(3) To be accepted for purchase as of the time of this news release. Notes reflected in Notices of Guaranteed

Delivery must be transferred to the Tender Agent’s account at Depository Trust Company by 5:00 p.m., New York City time, on April 14,

2026.

The consideration (the “Consideration”)

for each $1,000 principal amount of Notes accepted for purchase in the Offer is $825.60 for the 2051 Notes and $802.42 for 2052 Notes.

In addition to the Consideration, Holders whose Notes are accepted for purchase will receive a cash payment representing the accrued and

unpaid interest (such interest as described below, the “Accrued Interest”) on such Notes from the last interest payment

date up to, but not including, the Settlement Date (as defined below). Interest will cease to

accrue on the Settlement Date for all Notes accepted for purchase, including those tendered pursuant to the Guaranteed Delivery Procedures.

Excluding Notes reflected

in Notices of Guaranteed Delivery, the Company intends to accept for purchase the principal amount of all Notes specified in the table

above and pay the applicable Consideration and Accrued Interest for such Notes on the Settlement Date, which is expected to be today,

April 13, 2026, unless extended (the date on which such payment occurs is the “Settlement Date”). The Company expects

to accept for purchase and pay the applicable Consideration and Accrued Interest for the principal amount of all Notes tendered in compliance

with the Guaranteed Delivery Procedures on April 15, 2026, unless extended.

The description of the Offers

in this press release is only a summary and is qualified in its entirety by reference to the Offer to Purchase.

Securities, BofA Securities, Citigroup, and Wells Fargo Securities are the dealer managers for the Offers. Investors with questions regarding

the Offers may contact the dealer managers at the following telephone numbers: (i) TD Securities at (866) 584-2096 (toll-free) or

(212) 827-2842 (collect), (ii) BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539 (collect), (iii) Citigroup at

(800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect) and (iv) Wells Fargo Securities at (866) 309-6316 (toll-free) or (704)

410-4235 (collect). D.F. King & Co., Inc. is the tender and information agent for the Offers and can be contacted at (888)

541-9895 (toll-free) (bankers and brokers can call collect at (646) 677-2522) or by email at diamondback@dfking.com.

None of the Company or its

affiliates, their respective boards of directors, the dealer managers, the tender and information agent, and the trustee with respect

to any Notes is making any recommendation as to whether Holders should tender any Notes in response to the Offers, and neither the Company

nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether

to tender any of their Notes, and, if so, the principal amount of Notes to tender.

This press release is for

informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation

or sale has been or will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers were only

made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision

with respect to the Offers.