Diamondback Energy (FANG) 10-K risk factor changes: FY2023 vs FY2022

- We depend on our subsidiaries for [removed: dividends, distributions] [added: dividends] and other payments.

Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, including the domestic and foreign supply of oil and natural gas; the level of prices and expectations about future prices of oil and natural gas; the level of global oil and natural gas exploration and production; the cost of exploring for, developing, producing and delivering oil and natural gas; the price and quantity of foreign imports; political and economic conditions in oil producing countries, including the Middle East, Africa, South America and Russia; the potential impact of the war in Ukraine [added: and the Israel-Hamas War] on the global energy [removed: markets;] [added: markets and macroeconomic conditions;] the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East; the ability of members of the OPEC+ to agree to and maintain oil price and production controls; speculative trading in crude oil and natural gas derivative contracts; the level of consumer product demand; extreme weather conditions and other natural disasters; risks associated with operating drilling rigs; technological advances affecting energy consumption; the price and availability of alternative fuels; domestic and foreign governmental regulations and taxes, including the Biden Administration’s energy and environmental policies; global or national health concerns, including the outbreak of pandemic or contagious [removed: disease, such as COVID-19 and its variants;] [added: disease;] the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation facilities; and overall domestic and global economic conditions.

During [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] NYMEX WTI prices ranged from [removed: $(37.63)] [added: $47.62] to $123.70 per Bbl and the NYMEX Henry Hub price of natural gas ranged from [removed: $1.48] [added: $1.99] to $9.68 per MMBtu.

We cannot reasonably predict whether production levels will remain at current levels or the full extent of the [added: impact of the] events above and any subsequent recovery may have on our industry and our business.

[removed: However, if] [added: If] commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material.

Currently, we have hedged a portion of our estimated [removed: 2023 and] 2024 [added: and 2025] production.

For additional information regarding our outstanding derivative contracts as of December 31, [removed: 2022,] [added: 2023,] see Note [removed: 12—[Derivatives](#ia595866015b4400388c840bd76dbe1a1_193) to our consolidated financial statements included elsewhere] [added: 12—[Derivatives](#i0d77fdad85ad4c5b80695648ad1eb956_190)] in [removed: this report, [Item 7.][added: Item 8.]

Management’s Discussion and [removed: Analysis] [added: Analysis](#i0d77fdad85ad4c5b80695648ad1eb956_49)] of Financial Condition and Results of [removed: Operations](#ia595866015b4400388c840bd76dbe1a1_52)] [added: Operations] and [Item 7A.

Quantitative and Qualitative Disclosures About Market [removed: Risk—Commodity] [added: Risk](#i0d77fdad85ad4c5b80695648ad1eb956_76)—Commodity] Price [removed: Risk](#ia595866015b4400388c840bd76dbe1a1_73).][added: Risk of this report.]

[removed: On August 16, 2022, President Biden signed into law] [added: For example,] the [removed: IRA, which includes] [added: Infrastructure Investment and Jobs Act and the IRA include] billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration.

These incentives [added: and regulations] could accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, the oil and natural gas that we produce and sell and adversely impact our business.

If financial institutions and other investors refuse to invest in or provide capital to the oil and gas sector in the future because of these reputational risks, that could result in capital being unavailable to us, or only at significantly increased [removed: cost.][added: costs.]

For further discussion regarding the risks to us of climate change-related regulations, policies and initiatives, please see the section entitled [removed: “[Item] [added: [Items] 1 and 2.

Business and [removed: Properties](#ia595866015b4400388c840bd76dbe1a1_22)—Regulation—Climate Change.”][added: Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)—Regulation—Climate Change of this report.]

We have developed, and will continue to develop, targets related to our [removed: ESG] [added: environmental, social and governance (“ESG”)] initiatives, including our emissions reduction targets and strategy.

In [removed: 2022,] [added: 2023,] our total capital expenditures, including expenditures for drilling, completion, infrastructure and additions to midstream assets, were approximately [removed: $1.9] [added: $2.7] billion.

Our [removed: 2023] [added: 2024] capital budget for drilling, completion and infrastructure, including investments in water disposal infrastructure and gathering line projects, is currently estimated to be approximately [removed: $2.50] [added: $2.30] billion to [removed: $2.70] [added: $2.55] billion, representing [removed: an increase] [added: a decrease] of [removed: 37%] [added: 10%] from our [removed: 2022] [added: 2023] capital expenditures.

Further, our actual capital expenditures in [removed: 2023] [added: 2024] could exceed our capital expenditure budget.

Furthermore, although our revenues may increase if prevailing oil and natural gas prices increase significantly, our finding [added: and development] costs for additional reserves could also increase.

Our review will not reveal all existing or potential problems, including title [added: defects] or environmental issues, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities.

As of December 31, [removed: 2022,] [added: 2023,] we have approximately [removed: 8,276] [added: 7,905] gross [removed: (6,055] [added: (5,826] net) identified economic potential horizontal drilling locations in multiple horizons on our acreage at an assumed price of approximately $50.00 per Bbl WTI.

As of December 31, [removed: 2022,] [added: 2023,] only [removed: 703] [added: 802] of our gross identified economic potential horizontal drilling locations were attributed to proved reserves.

In addition, as of December 31, [removed: 2022,] [added: 2023,] we have identified approximately [removed: 2,148] [added: 2,561] horizontal drilling locations in intervals in which we have drilled very few or no wells, which are necessarily more speculative and based on results from other operators whose acreage may not be consistent with ours.

If we drill additional wells that we identify as dry holes in our current and future drilling locations, [removed: our drilling success rate may decline and materially harm our business.]

Through December 31, [removed: 2022,] [added: 2023,] we are the operator of, have participated in, or have acquired working interest in a total of [removed: 3,254] [added: 3,356] horizontal producing wells completed on our acreage.

In addition to credit risk related to receivables from commodity derivative contracts, our principal exposure to credit risk is through receivables from joint interest owners on properties we operate (approximately [removed: $93] [added: $122] million at December 31, [removed: 2022)] [added: 2023)] and receivables from purchasers of our oil and natural gas production (approximately [removed: $618] [added: $654] million at December 31, [removed: 2022).][added: 2023).]

See [removed: “[Item 1 and 2.][added: [Item 7.]

Business and [removed: Properties](#ia595866015b4400388c840bd76dbe1a1_22)—Oil and Natural Gas Production Prices and Production Costs—Marketing] [added: Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)—Marketing] and [removed: Customers”] [added: Customers of this report] for additional information regarding these customers.

No impairments were recorded on our proved oil and natural gas properties for the years ended December 31, [added: 2023,] 2022 and 2021.

[removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates](#ia595866015b4400388c840bd76dbe1a1_67)—Method of Accounting for Oil and Natural Gas Properties.”] If the prices of oil and natural gas decline, we may be required to further write-down the value of our oil and natural gas properties in the future, which could negatively affect our results of operations.

The standardized measure of our estimated proved reserves [removed: are] [added: is] not necessarily the same as the current market value of our estimated proved oil reserves.

The present value of future net cash [removed: flow] [added: flows] from our proved reserves, or standardized measure may not represent the current market value of our estimated proved oil reserves.

Approximately 31% of our total estimated proved reserves as of December 31, [removed: 2022,] [added: 2023,] were proved undeveloped reserves and may not be ultimately developed or produced.

As a [removed: result of this concentration,] [added: result,] we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, availability of equipment, facilities, personnel or services market limitations or interruption of the processing or transportation of crude oil, natural gas or natural gas liquids, and extreme weather conditions and their adverse impact on production volumes, availability of electrical power, road accessibility and transportation facilities.

Any of the above-referenced events could have a material adverse effect on [removed: us.][added: us and our production volumes (and therefore on our financial condition and results of operations).]

Due to the concentrated nature of our portfolio of properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of [added: properties.]

In addition to the geographic concentration of our producing properties described above, as of December 31, [removed: 2022,] [added: 2023,] most of our proved reserves are concentrated in the Wolfberry play in the Midland Basin.

The availability of a ready market for any oil and/or natural gas we produce depends on numerous factors beyond the control of our management, including [removed: but not limited to the extent of domestic production and imports of oil, the proximity and capacity of natural gas pipelines, the availability of skilled labor, materials and equipment, the effect of state and federal regulation of oil and natural gas production and federal regulation of natural gas sold in interstate commerce.][added: those discussed.]

Shortages of drilling rigs, equipment, raw materials (particularly sand and other proppants), supplies, personnel, trucking services, tubulars, fracking and completion services and production equipment could [removed: delay or restrict our exploration and development operations, which in turn could impair our financial condition and results of operations.]

Recent regulatory restrictions on the disposal of produced water and additional monitoring and reporting requirements related to existing and [removed: additional monitoring] new produced water disposal wells in the Permian Basin to stem rising seismic activity and earthquakes could increase our operating costs and adversely impact our business, results of operations and financial condition.

Risks Related to the Pending Endeavor Acquisition

- Our ability to complete the Endeavor Acquisition is subject to various closing conditions, including approval by our stockholders and regulatory clearance, which may impose conditions that could adversely affect us or cause the Endeavor Acquisition not to be completed.

- The termination of the Merger Agreement could negatively impact our business or result in our having to pay a termination fee.

- Whether or not the Endeavor Acquisition is completed, the announcement and pendency of the Endeavor Acquisition could cause disruptions in our business.

- Combining our business with Endeavor’s may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the Endeavor Acquisition.

- We also expect to incur significant additional indebtedness in connection with the Endeavor Acquisition, which indebtedness may limit our operating or financial flexibility relative to our current position and make it difficult to satisfy our obligations with respect to our other indebtedness.

- The market value of our common stock could decline if large amounts of our common stock are sold following the Endeavor Acquisition.

- Following the closing of the Endeavor Acquisition, the Endeavor Stockholders will have the ability to significantly influence our business, and their interest in our business may be different from that of other stockholders.

We expect to maintain our fourth quarter 2023 production levels in 2024.

Financial Statements and Supplementary Data, [Item 7.

This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured with, or powered by, hydrocarbons, may result in; (i) the enactment of climate change-related regulations, policies and initiatives by governments, investors, and other companies, including alternative energy or “zero carbon” requirements and fuel or energy conservation measures; (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (including advances in wind, solar and hydrogen power, as well as battery technology); (iii) increased availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas (including wind, solar, nuclear, and geothermal sources as well as electric vehicles); and (iv) development of, and increased demand from consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial power supplies) as well as more efficient products and services.

In recent years, federal, state and local governments have taken steps to reduce emissions of greenhouse gases.

Also, the EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in model year 2027.

ESG expectations, including both the matters in focus and the management of such matters, continue to evolve rapidly.

For example, in addition to climate change, there is increasing attention on topics such as diversity and inclusion, human rights, and human and natural capital, in companies’ own operations as well as their supply chains.

In addition, perspectives on the efficacy of ESG considerations continue to evolve, and we cannot currently predict how regulators’, investors’ and other stakeholders’ views on ESG matters may affect the regulatory and investment landscape and affect our business, financial condition, and results of operations.

If we do not, or are perceived to not, adapt or comply with investor or stakeholder expectations and standards on ESG matters, we may suffer from reputational damage and our business, financial condition and results of operations could be materially and adversely affected.

Any reputational damage associated with ESG factors may also adversely impact our ability to recruit and retain employees and customers.

In March 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks and other information.

To the extent this rule is finalized as proposed, we and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information.

Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors.

our drilling success rate may decline and materially harm our business.

See [Items 1 and 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates](#i0d77fdad85ad4c5b80695648ad1eb956_70)—Oil and Natural Gas Accounting and Reserves of this report.

Climate change may also increase the frequency and severity of significant weather events over time.

See [Items 1 and 2.

Business and Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)—Marketing and Customers of this report for additional information regarding these customers.

delay or restrict our exploration and development operations, which in turn could impair our financial condition and results of operations.

Also, in 2021, the Texas Legislature directed the Texas Railroad Commission to adopt rules encouraging fluid oil and gas waste recycling.

In October 2023, the Commission announced draft amendments to its water protection rules to, among other things, encourage waste recycling.

Risks that we face while drilling include, but are not limited to, spacing of wells to maximize economic return; landing our well bore in the desired drilling zone; staying in the desired drilling zone while drilling horizontally through the formation; running our casing the entire length of the well bore; and being able to run tools and other equipment consistently through the horizontal well bore.

Risks that we face while completing our wells include, but are not limited to, being able to fracture stimulate the planned number of stages; run tools the entire length of the well bore during completion operations; successfully clean out the well bore after completion of the final fracture stimulation stage; and prevent unintentional communication with other wells.

See [Items 1 and 2.

from species protection measures or could result in limitations on our exploration and production activities that could have an adverse impact on our ability to develop and produce our reserves.

to conduct normal business operations and on our financial condition, results of operations or cash flow.

Risks from cybersecurity threats have not materially affected, and are not currently anticipated to materially affect our company, including our business strategy, results of operations and financial condition.

If any of these security breaches were to occur, we could suffer disruptions to our normal operations, including our exploration, completion, production and corporate functions, which could materially and adversely affect us in a variety of ways, including, but not limited to, unauthorized access to, and release of, our business data, reserves information, strategic information or other sensitive or proprietary information, which could have a material and adverse effect on our ability to compete for oil and gas resources, or reduce our competitive advantage over other companies; data corruption, communication interruption, or other operational disruptions during our drilling activities, which could result in our failure to reach the intended target or a drilling incident; data corruption or operational disruptions of our production-related infrastructure, which could result in loss of production or accidental discharges; unauthorized access to, and release of, personal information of our employees, vendors, service providers or other third parties, which could expose us to allegations that we did not sufficiently protect such information; a cybersecurity attack on a vendor or service provider, which could result in supply chain disruptions and could delay or halt our operations; a cybersecurity attack on third-party gathering, transportation, processing, fractionation, refining or other facilities, which could result in reduced demand for our production or delay or prevent us from transporting and marketing our production, in either case resulting in a loss of revenues; a cybersecurity attack involving commodities exchanges or financial institutions could slow or halt commodities trading, thus preventing us from marketing our production or engaging in hedging activities, resulting in a loss of revenues; a deliberate corruption of our financial or operating data could result in events of non-compliance which could then lead to regulatory enforcement actions, fines or penalties; a cybersecurity attack on a communications network or power grid, which could cause operational disruptions resulting in a loss of revenues; and a cybersecurity attack on our automated and surveillance systems, which could cause a loss of production and potential environmental hazards.

We have engaged third-party consultants to conduct penetration testing and risk assessments.

Our

cybersecurity governance program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration.

- Our business and operations have been and will likely continue to be adversely affected by the war in Ukraine, COVID-19 pandemic and volatility in the oil and natural gas markets.

[Table of](#ia595866015b4400388c840bd76dbe1a1_7) [Contents](#ia595866015b4400388c840bd76dbe1a1_7)

- If the price of our common stock fluctuates significantly, an investment in us could lose value.

- If our operating results do not meet expectations of securities or industry analysts, our stock price could decline.

We cannot predict the impact of the ongoing military war between Russia and Ukraine and the related humanitarian crisis on the global economy, energy markets, geopolitical stability and our business.

Our leasehold acreage is located primarily in the Permian Basin in West Texas.

However, the broader consequences of the war in Ukraine, which may include further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.

We cannot predict the extent of the war’s effect on our business and results of operations as well as on the global economy and energy markets.

In prior periods, our business and operations were adversely impacted by the COVID-19 pandemic and volatility in the oil and natural gas markets, compounded by the global effects of the war in Ukraine, and we may experience such adverse effects in future periods.

If commodity prices decrease, our production, estimates of proved reserves and liquidity may be adversely affected.

The COVID-19 pandemic, combined with the global effects of the war in Ukraine, contributed to economic and pricing volatility that adversely impacted in prior periods, and may in the future adversely impact, our business and our industry.

Despite the recovery and overall strength in demand and pricing for oil in 2022, using excess cash flow for debt repayment and/or returning capital to our stockholders rather than expanding our drilling program.

We intend to continue exercising capital discipline and expect to maintain flat oil production in 2023 at the fourth quarter 2022 level, excluding production from recent acquisitions.

Due to the improvement in commodity pricing environment and industry conditions, we did not record any impairments in 2022.

The COVID-19 pandemic continues to present operational, health, labor, logistics and other challenges, and it is difficult to assess the ultimate impact of the COVID-19 pandemic on our business, financial condition and cash flows.

There continue to be many variables and uncertainties regarding the COVID-19 pandemic, including the emergence, contagiousness and threat of new and different strains of the virus and their severity; the effectiveness of current treatments and vaccines against the virus or its new strains; any travel restrictions, business closures and other measures that are or may be imposed in affected areas or countries by governmental authorities; disruptions in the supply chain; competitive labor market; logistics costs; remote working arrangements, social distancing guidelines and other COVID-19-related challenges.

Further, there remain increased risks of cyberattacks on information technology systems used in a remote working environment; increased privacy-related risks due to processing health-related personal information; absence of workforce due to illness; the impact of the pandemic on any of our contractual counterparties; and other factors that are currently unknown or considered immaterial.

It is difficult to assess the ultimate impact of the COVID-19 pandemic on our business, financial condition and cash flows.

This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured with, or powered by, hydrocarbons, may result in:

- the enactment of climate change-related regulations, policies and initiatives by governments, investors, and other companies, including alternative energy or “zero carbon” requirements and fuel or energy conservation measures;

- technological advances with respect to the generation, transmission, storage and consumption of energy (including advances in wind, solar and hydrogen power, as well as battery technology);

- increased availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas (including wind, solar, nuclear, and geothermal sources as well as electric vehicles); and

- development of, and increased demand from consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial power supplies) as well as more efficient products and services.

We may incur losses as a result of title defects in the properties in which we invest.

It is our practice in acquiring oil and natural gas leases or interests not to incur the expense of retaining lawyers to examine the title to the mineral interest.

Rather, we rely upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental office before attempting to acquire a lease in a specific mineral interest.

The existence of a material title deficiency can render a lease worthless and can adversely affect our results of operations and financial condition.

Prior to the drilling of an oil or natural gas well, however, it is the normal practice in our industry for the person or company acting as the operator of the well to obtain a preliminary title review to ensure there are no obvious defects in title to the well.

Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title, and such curative work entails expense.

Our failure to cure any title defects may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves.

Additionally, undeveloped acreage has greater risk of title defects than developed acreage.

If there are any title

defects or defects in the assignment of leasehold rights in properties in which we hold an interest, we will suffer a financial loss.

An impairment of $6.0 billion was recorded for our proved oil and natural gas properties for the year ended December 31, 2020.

See “[Item 7.

In accordance with SEC requirements, we base the estimated discounted future net cash flow from our estimated proved reserves on the 12-month average oil index prices, calculated as the unweighted arithmetic average for the first-day-of-the-month price for each month and costs in effect as of the date of the estimate, holding the prices and costs constant throughout the life of the properties.

Likewise, a weather event could reduce the availability of electrical power, road accessibility, and transportation facilities, which could have an adverse impact on our production volumes (and therefore on our financial condition and results of operations).

properties.

The Texas Railroad Commission has since adopted rules governing the permitting or re-

In response to recent seismic activity in the Midland Basin over the past couple of years, the Texas Railroad Commission has pursued a series of actions commencing in the latter half of 2021, including suspending deep disposal activity and curtailing certain shallow disposal activities in the areas of heightened seismic activity.

*The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto [removed: appearing elsewhere in this Annual Report.][added: in* *[Item 8](#i0d77fdad85ad4c5b80695648ad1eb956_82)[.]

Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of [removed: factors.][added: factors discussed further in* *[Item 1A.](#i0d77fdad85ad4c5b80695648ad1eb956_25) [Risk Factors](#i0d77fdad85ad4c5b80695648ad1eb956_25)* *and* *[Cautionary Statement Regarding Forward-Looking Statements](#i0d77fdad85ad4c5b80695648ad1eb956_16)* *of this report.*]

We are an independent oil and natural gas company focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves [added: primarily] in the Permian Basin in West Texas.

As of December 31, [removed: 2022,] [added: 2023,] we have one reportable segment, the upstream segment.

[removed: 2022] [added: 2023] Financial and Operating Highlights

- Increased our annual base dividend [removed: by 50%] to [removed: $3.00] [added: $3.60] per share [removed: and] [added: of common stock,] paid dividends to stockholders of [removed: $1.6] [added: $1.4] billion during [removed: 2022 and in February] 2023 [added: and] declared a combined base and variable [removed: cash] dividend [removed: of $2.95 per share of common stock,] payable in the first quarter of [removed: 2023.][added: 2024 of $3.08 per share of common stock.]

[removed: Additionally on] [added: On] February [removed: 16, 2023,] [added: 11, 2024,] our board of directors approved an increase [removed: to the Company’s] [added: in our] annual base dividend to [removed: $3.20] [added: $3.60] per [removed: share.][added: share of common stock and, on February 16, 2024, our board of directors declared a combined base and variable dividend for the fourth quarter of 2023 of $3.08 per share of common stock.]

- Repurchased [removed: $1.1 billion] [added: $838 million] of our common stock, leaving approximately [removed: $2.5] [added: $1.6] billion available for future purchases under our common stock repurchase program at December 31, [removed: 2022.][added: 2023.]

- [removed: During the year ended December 31, 2022, we drilled 240] [added: Drilled 350] gross horizontal wells (including [removed: 197] [added: 315] in the Midland Basin and [removed: 43] [added: 35] in the Delaware Basin).

- As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 508,767] [added: 493,769] net acres, which primarily consisted of [removed: 325,540] [added: 349,707] net acres in the Midland Basin and [removed: 150,719] [added: 143,742] net acres in the Delaware Basin.

As of December 31, [removed: 2022,] [added: 2023,] we had an estimated [removed: 8,276] [added: 7,905] gross horizontal locations that we believe to be economic at $50.00 per Bbl WTI.

In addition, our publicly traded [removed: subsidiary Viper] [added: subsidiary, Viper,] owns mineral interests underlying approximately [removed: 775,180] [added: 1,197,638] gross acres and [removed: 26,315] [added: 34,217] net royalty acres in the Permian Basin.

We operate approximately [removed: 57%] [added: 49%] of these net royalty acres.

[removed: 2022] [added: 2023] Transactions and Recent Developments

[removed: In February] [added: On April 28,] 2023, we [removed: entered into definitive agreements] [added: divested non-core assets] with [added: an] unrelated third-party [removed: buyers to divest non-core assets] [added: buyer] consisting of approximately 19,000 net acres in Glasscock County [removed: and approximately 4,900 net acres in Ward and Winkler counties] for [removed: combined] total consideration of [removed: $439] [added: $269] million, [removed: subject to certain closing] [added: including customary post-closing] adjustments.

On January 31, 2023, we closed on the Lario Acquisition, which included approximately 25,000 gross [removed: (15,000] [added: (16,000] net) acres in the Midland Basin and certain related oil and gas assets in exchange for 4.33 million shares of our common stock and $814 million, including certain customary [removed: closing] [added: post-closing] adjustments.

On January 9, 2023, we divested our 10% non-operating equity investment in Gray Oak for $172 million in cash proceeds and recorded a gain on the sale of equity method investments of approximately $53 million in the first quarter of [removed: 2023.][added: 2023 that was included in “Other income (expense), net” on the consolidated statement of operations.]

The war in [removed: Ukraine,] [added: Ukraine and] the [removed: COVID-19 pandemic,] [added: Israel-Hamas war,] rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and [removed: recent] measures to combat persistent inflation [added: and instability in the financial sector have] contributed to [added: recent] economic and pricing volatility [removed: during 2022] and may continue to impact [removed: prices in] [added: pricing throughout] 2023.

During [removed: 2022,] [added: 2023,] we had total capital expenditures of [removed: $1.9] [added: $2.7] billion, which was consistent with our guidance presented in November [removed: of 2022.][added: 2023.]

Collectively, the Delaware Basin accounted for approximately 15% of our total development in [removed: 2022,] [added: 2023,] and we expect a similar portion of our total development to be focused in these areas in [removed: 2023.][added: 2024.]

As of December 31, [removed: 2022,] [added: 2023,] we were operating [removed: 19] [added: 15] drilling rigs and four completion crews and currently intend to operate between [removed: 13] [added: 12] and [removed: 19] [added: 15] drilling rigs and between [removed: four] [added: three] and [removed: seven] [added: four] completion crews in [removed: 2023] [added: 2024] on average across our current acreage position in the Midland and Delaware Basins.

In [removed: September] [added: May] 2022, we announced our [removed: medium-term goal to reduce Scope 1 and Scope 2 GHG intensity reduction by at least 50% from our 2020 level by 2030 and a] short-term goal to implement continuous emission monitoring systems (“CEMS”) on our facilities to cover at least 90% of operated oil production by the end of 2023.

As of December 31, [removed: 2022,] [added: 2023,] we had installed CEMS that cover approximately [removed: 85%] [added: 96%] of our operated oil production.

For the full year ended [removed: 2022,] [added: 2023,] we flared approximately [removed: 2.3%] [added: 3.4%] of our gross natural gas production and sourced approximately [removed: 41%] [added: 73%] of our water used for drilling and completion operations from recycled sources.

[removed: We have also increased the weighting of] ESG metrics [removed: from 20% to] [added: represent] 25% [removed: in] [added: of] our annual short-term incentive compensation plan to motivate our executives and our employees to advance our environmental responsibility goals.

[removed: The following discussion focuses primarily on a comparison of the results] [added: Comparison] of [removed: operations between] the [removed: years ended] [added: Years Ended] December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022]

For a discussion of the results of operations for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020,] [added: 2021,] please refer to [removed: [“Part II,] [added: [Part I](https://www.sec.gov/ix?doc=/Archives/edgar/data/1539838/000153983823000022/fang-20221231.htm)[I,] Item 7.

Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations" in] [added: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/1539838/000153983823000022/fang-20221231.htm) [in] our Annual Report on Form [removed: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/1539838/000153983822000008/fang-20211231.htm#ia0a8569c6321429087004ad63a8c5224_49)] [added: 10-](https://www.sec.gov/ix?doc=/Archives/edgar/data/1539838/000153983823000022/fang-20221231.htm)[K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1539838/000153983823000022/fang-20221231.htm)] for the year ended December 31, [removed: 2021] [added: 2022] (filed with the SEC on February [removed: 24, 2022),] [added: 23, 2023),] which is incorporated in this report by reference from such prior report on Form 10-K.

| Oil sales | | | $ | [removed: 7,660] [added: 7,279] | | | | | $ | [removed: 5,396] [added: 7,660] | |

| Natural gas sales | | | [removed: 858] [added: 262] | | | | | | [removed: 569] [added: 858] | | |

| Natural gas liquid sales | | | [removed: 1,048] [added: 687] | | | | | | [removed: 782] [added: 1,048] | | |

| Total oil, natural gas and natural gas liquid revenues | | | $ | [removed: 9,566] [added: 8,228] | | | | | $ | [removed: 6,747] [added: 9,566] | |

| Oil (MBbls) | | | [removed: 81,616] [added: 96,176] | | | | | | [removed: 81,522] [added: 81,616] | | |

| Natural gas (MMcf) | | | [removed: 176,376] [added: 198,117] | | | | | | [removed: 169,406] [added: 176,376] | | |

| Natural gas liquids (MBbls) | | | [removed: 29,880] [added: 34,217] | | | | | | [removed: 27,246] [added: 29,880] | | |

| Combined volumes (MBOE)(1) | | | [removed: 140,892] [added: 163,413] | | | | | | [removed: 137,002] [added: 140,892] | | |

| Daily oil volumes (BO/d) | | | [removed: 223,605] [added: 263,496] | | | | | | [removed: 223,348] [added: 223,605] | | |

| Daily combined volumes [removed: (BOE/d)(1)] [added: (BOE/d)] | | | [removed: 386,005] [added: 447,707] | | | | | | [removed: 375,349] [added: 386,005] | | |

| Oil ($ per Bbl) | | | $ | [removed: 93.85] [added: 75.68] | | | | | $ | [removed: 66.19] [added: 93.85] | |

| Natural gas ($ per Mcf) | | | $ | [removed: 4.86] [added: 1.32] | | | | | $ | [removed: 3.36] [added: 4.86] | |

Financial Statements and Supplementar](#i0d77fdad85ad4c5b80695648ad1eb956_82)[y Data](#i0d77fdad85ad4c5b80695648ad1eb956_82)* *of this report.

See Note 1—[Description of the Business and Basis of Presentation](#i0d77fdad85ad4c5b80695648ad1eb956_157) and Note 17—[Segment Information](#i0d77fdad85ad4c5b80695648ad1eb956_211) in Item 8.

Financial Statements and Supplementary Data of this report for further discussion.

- We recorded net income of $3.1 billion.

- Our cash operating costs were $10.90 per BOE, including lease operating expenses of $5.34 per BOE, cash general and administrative expenses of $0.59 per BOE and production and ad valorem taxes and gathering, processing and transportation expenses of $4.97 per BOE.

- Redeemed or repurchased an aggregate of $140 million in principal amount of our 5.250% Senior Notes due 2023, 3.250% Senior Notes due 2026 and 3.500% Senior Notes due 2029.

- Our average production was 447,707 MBOE/d.

- Turned 310 gross operated horizontal wells (including 263 in the Midland Basin and 47 in the Delaware Basin) to production.

- Incurred capital expenditures, excluding acquisitions, of $2.7 billion.

Acquisitions

On November 1, 2023, Viper closed on the GRP Acquisition, which included 4,600 net royalty acres in the Permian Basin, plus an additional 2,700 net royalty acres in other major basins in exchange for approximately 9.02 million Viper common units and $760 million in cash, including customary closing adjustments.

On September 1, 2023, we contributed the Deep Blue Water Assets with a net carrying value of $692 million in exchange for $516 million in cash, a 30% equity ownership and voting interest in the newly formed Deep Blue joint venture and certain contingent consideration.

Divestitures

On July 28, 2023, we divested our 43% limited liability company interest in OMOG for $225 million in cash received at closing and recorded a gain on the sale of equity method investments of approximately $35 million in the third quarter of 2023 that was included in the caption “Other income (expense), net” on the consolidated statement of operations.

On March 31, 2023, we divested non-core assets consisting of approximately 4,900 net acres in Ward and Winkler counties to unrelated third-party buyers for $72 million in net cash proceeds, including customary post-closing adjustments.

See Note 4—[Acquisitions and Divestitures](#i0d77fdad85ad4c5b80695648ad1eb956_166) in Item 8.

Financial Statements and Supplementary Data of this report for further discussion of our acquisitions and divestitures.

Recent Developments

On February 11, 2024, we entered into the Merger Agreement to acquire Endeavor for consideration consisting of a base cash amount of $8.0 billion, subject to adjustments under the terms of the Merger Agreement, and approximately 117.27 million shares of our common stock.

The Endeavor Acquisition is expected to close in the fourth quarter of 2024, subject to the satisfaction or waiver of customary closing conditions, including the approval of the issuance of our common stock in the Endeavor Acquisition by our stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

As a result of the Endeavor Acquisition, the Endeavor Stockholders are expected to hold, at closing, approximately 39.5% of our outstanding common stock.

See Note 16—[Subsequent Events](#i0d77fdad85ad4c5b80695648ad1eb956_205) in Item 8.

Financial Statements and Supplementary Data of this report for further discussion of the Endeavor Acquisition.

Commodity Prices and Inflation

During 2023, 2022 and 2021 the NYMEX WTI prices averaged $77.60, $94.33 and $68.11 per Bbl, respectively, and the NYMEX Henry Hub prices averaged $2.66, $6.54 and $3.71 per MMBtu, respectively.

In 2024, we expect to maintain flat production throughout the year with less capital and activity than 2023, thereby promoting our commitment to capital efficiency.

Because we will add debt to fund the cash portion of the Endeavor Acquisition, we are going to allocate more free cash flow to pay down our debt, with a near-term goal to get pro forma net debt below $10 billion through free cash flow generation and potential non-core asset sales.

Our long-term priority is to

return cash to stockholders, and we believe using free cash flow to pay down newly-added debt is in the best long-term interest of our stockholders.

We have currently budgeted 2024 total capital spend of $2.30 billion to $2.55 billion, which at the midpoint is a reduction of 10% year over year due to a combination of lower well costs and lower activity expected in 2024.

We expect to drill approximately 275 wells and turn approximately 310 wells to production, with almost 30% of those wells expected to be turned to production in the first quarter of 2024.

In September 2022, we announced our medium-term goal to reduce Scope 1 and Scope 2 greenhouse gas (“GHG”) intensity by at least 50% from our 2020 level by 2030.

2024 Guidance

The following table presents our current estimates of certain financial and operating results for the full year of 2024, as well as production and cash tax guidance for the first quarter of 2024:

| | | | 2024 Guidance | | |

| Net production - MBOE/d | | | 458 - 466 | | |

| Oil production - MBO/d | | | 270 - 275 | | |

| Q1 2024 oil production - MBO/d (total - MBOE/d) | | | 270 - 274 (458 - 464) | | |

| | | | | | |

| (Unit costs $/BOE): | | | | | |

See* *[Item 1A.

“Risk Factors”](#ia595866015b4400388c840bd76dbe1a1_25)* *and “[Cautionary Statement Regarding Forward-Looking Statements.](#ia595866015b4400388c840bd76dbe1a1_16)”*

See Note 1—[Description of the Business and Basis of Presentation](#ia595866015b4400388c840bd76dbe1a1_151) and Note 17—[Segment Information](#ia595866015b4400388c840bd76dbe1a1_208) of the notes to the consolidated financial statements included elsewhere in this Annual Report for further discussion.

- We recorded net income of $4.4 billion for the year ended December 31, 2022.

- During the year ended December 31, 2022, we issued $2.5 billion in principal amount of senior notes and retired an aggregate of $2.4 billion in principal amount of our then-outstanding senior notes.

- Our average production was 386,005 MBOE/d during the year ended December 31, 2022.

- We turned 255 gross operated horizontal wells (including 213 in the Midland Basin and 42 in the Delaware Basin) to production and had capital expenditures, excluding acquisitions, of $1.9 billion during the year ended December 31, 2022.

Pending Divestiture Transactions

The assets being sold in these pending transactions include approximately 2 MBO/d (7 MBOE/d) of 2023 production.

Both of these transactions are expected to close in the second quarter of 2023, subject to completion of diligence and satisfaction of customary closing conditions.

[Table](#ia595866015b4400388c840bd76dbe1a1_7) [of](#ia595866015b4400388c840bd76dbe1a1_7) [Contents](#ia595866015b4400388c840bd76dbe1a1_7)

Lario Acquisition

Gray Oak Divestiture

2022 Acquisition Activity

On January 18, 2022, we acquired, from an unrelated third-party seller, approximately 6,200 net acres in the Delaware Basin for $232 million in cash, including customary closing adjustments.

On August 24, 2022, we completed the merger with Rattler pursuant to which we acquired all of the approximately 38.51 million publicly held outstanding common units of Rattler in exchange for approximately 4.35 million shares of our common stock.

On November 30, 2022, we acquired all leasehold interests and related assets of FireBird Energy LLC, which included approximately 75,000 gross (68,000 net) acres in the Midland Basin and certain related oil and gas assets, in exchange for 5.92 million shares of our common stock and $787 million of cash, including certain customary closing adjustments.

Additionally during the year ended December 31, 2022, we acquired, from unrelated third-party sellers, approximately 4,000 net acres in the Permian Basin for an aggregate purchase price of approximately $220 million in cash, including customary closing adjustments.

2022 Divestiture Activity

In October 2022, we completed the divestiture of non-core Delaware Basin acreage consisting of approximately 3,272 net acres, with net production of approximately 550 BO/d (800 BOE/d) for $155 million of net proceeds.

We used the net proceeds from this transaction towards debt reduction.

See Note 4—[Acquisitions and Divestiture](#ia595866015b4400388c840bd76dbe1a1_160)[s](#ia595866015b4400388c840bd76dbe1a1_160) and Note 16—[Subsequent Events](#ia595866015b4400388c840bd76dbe1a1_205) of the notes to the consolidated financial statements included elsewhere in this Annual Report for additional discussion of these transactions.

Commodity Prices and Certain Other Market Considerations

During 2022, 2021 and 2020 the NYMEX WTI price for crude oil ranged from $(37.63) to $123.70 per Bbl, and the NYMEX Henry Hub price of natural gas ranged from $1.48 to $9.68 per MMBtu, with seven-year highs reached in 2022.

However, pricing may remain volatile during of 2023.

After giving effect for the recently completed the FireBird and Lario acquisitions, we expect to hold our pro forma oil production levels essentially flat in 2023.

During the second quarter of 2022, we announced an increase to our quarterly return of capital commitment to at least 75% of our free cash flow beginning in the third quarter of 2022.

Accordingly, we are utilizing our free cash flow to meet our quarterly return of capital commitment and for debt repayment rather than expanding our drilling program.

During 2022, we continued to pay down debt and believe we have a strong balance sheet that can withstand another down cycle.

We are focused on maintaining high cash margins and a low-cost structure to drive an increasing return on capital and operational excellence, and to mitigate inflationary pressures through improvements and efficiencies in our drilling and completion programs.

Going forward, we intend to continue to remain flexible and use a combination of our growing and sustainable base dividend, variable dividend and opportunistic share repurchase program to generate the highest value proposition for our stockholders.

Additionally, in the first quarter of 2023, we announced a target to sell at least $1.0 billion of non-core assets by year-end 2023, up from the previously announced target of $500 million.

2023 Capital Budget

We have currently budgeted 2023 total capital spend of $2.50 billion to $2.70 billion.

| | | | 2022 | | | | | | 2021 | | |

Production Data

Comparison of the Years Ended December 31, 2022 and 2021

Higher average oil prices, and to a lesser extent natural gas and natural gas liquids prices, contributed $2.7 billion of the total increase.

The remainder of the overall change is due to a 3% increase in combined volumes sold.

Higher commodity prices during 2022 compared to 2021 primarily reflect the increase in demand for oil due to economic recovery from the COVID-19 pandemic and other macroeconomic factors such as the war in Ukraine as discussed in “*—[Commodity Prices and Certain Other Market Considerations](#ia595866015b4400388c840bd76dbe1a1_49)*” above.

Although demand and market prices for oil and natural gas have recently increased, we cannot predict events, including the outcome of the war in [removed: Ukraine,] [added: Ukraine and Israel-Hamas war,] rising interest rates, global supply chain disruptions, a potential economic downturn or [removed: recession, the COVID-19 pandemic,] [added: recession] that may lead to future price volatility and the near term energy outlook remains subject to heightened levels of uncertainty.

We use derivatives, including swaps, basis swaps, [removed: swaptions,] roll [removed: hedges,] [added: swaps,] costless collars, puts and basis puts, to reduce price volatility associated with certain of our oil and natural gas sales.

At December 31, [removed: 2022,] [added: 2023,] we had a net [removed: asset] [added: liability] commodity derivative position of [removed: $153] [added: $27] million related to our commodity price [added: risk] derivatives.

Utilizing actual derivative contractual volumes under our commodity price derivatives as of December 31, [removed: 2022,] [added: 2023,] a 10% increase in forward curves associated with the underlying commodity would have [removed: increased] [added: decreased] the net [removed: asset] [added: liability] position by [removed: $11] [added: $10] million to [removed: $164] [added: $17] million, while a 10% decrease in forward curves associated with the underlying commodity would have [removed: reduced] [added: increased] the net [removed: asset] [added: liability] derivative position by [removed: $8] [added: $10] million to [removed: $145] [added: $37] million.

For additional information on our open commodity derivative instruments at December 31, [removed: 2022,] [added: 2023,] see Note [removed: 12—[Derivatives](#ia595866015b4400388c840bd76dbe1a1_193) of the notes to the consolidated financial statements included elsewhere] [added: 12—[Derivatives](#i0d77fdad85ad4c5b80695648ad1eb956_190)] in [removed: this Annual Report.][added: Item 8.]

Our principal exposures to credit risk are due to the concentration of receivables from the sale of our oil and natural gas production (approximately [removed: $618] [added: $654] million at December 31, [removed: 2022),] [added: 2023),] and to a lesser extent, receivables resulting from joint interest receivables (approximately [removed: $93] [added: $122] million at December 31, [removed: 2022).][added: 2023).]

At December 31, [removed: 2022,] [added: 2023,] the applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate, and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level.

Historically, we have at times used interest rates swaps to manage our exposure to (i) interest rate changes on our floating-rate [removed: date] [added: date,] and (ii) fair value changes on our fixed rate debt.

At December 31, [removed: 2022,] [added: 2023,] we have interest rate swap agreements for a notional amount of $1.2 billion to manage the impact of changes to the fair value of our fixed rate senior notes due to changes in market interest rates through December 2029.

We pay an average variable rate of interest for these swaps based on three month [removed: LIBOR] [added: SOFR] plus 2.1865% and receive a fixed interest rate of 3.50% from our counterparties.

At December 31, [removed: 2022,] [added: 2023,] our receive-fixed, pay-variable interest rate swaps were in a net liability position of [removed: $193] [added: $163] million, and the weighted average variable rate was [removed: 5.97%.][added: 5.86%.]

For additional information on our interest rate swaps, see Note [removed: 12—[Derivatives](#ia595866015b4400388c840bd76dbe1a1_193) of the notes to the consolidated financial statements included elsewhere] [added: 12—[Derivatives](#i0d77fdad85ad4c5b80695648ad1eb956_190)] in [removed: this Annual Report.][added: Item 8.]

Financial Statements and Supplementary Data of this report.

For additional information on our variable interest rate debt at December 31, 2023, see Note 8—[Debt](#i0d77fdad85ad4c5b80695648ad1eb956_178) in Item 8.

Financial Statements and Supplementary Data of this report.

Financial Statements and Supplementary Data of this report.

[Table](#ia595866015b4400388c840bd76dbe1a1_7) [of](#ia595866015b4400388c840bd76dbe1a1_7) [Contents](#ia595866015b4400388c840bd76dbe1a1_7)

For additional information on our variable interest rate debt at December 31, 2022, see Note 8—[Debt](#ia595866015b4400388c840bd76dbe1a1_181) of the notes to the consolidated financial statements included elsewhere in this Annual Report.

We are a party to various routine legal proceedings, disputes and claims arising in the ordinary course of our business, including those that arise from interpretation of federal and state laws and regulations affecting the natural gas and crude oil industry, personal injury claims, title disputes, royalty disputes, contract claims, [added: employment claims, claims alleging violations of antitrust laws,] contamination claims relating to oil and natural gas exploration and development and environmental claims, including claims involving assets previously sold to third parties and no longer part of our current operations.

For additional information regarding environmental matters, see Note 15—[Commitments and [removed: Contingencies](#ia595866015b4400388c840bd76dbe1a1_202) included in notes to the consolidated financial statements included elsewhere] [added: Contingencies](#i0d77fdad85ad4c5b80695648ad1eb956_199)] in [removed: this Annual Report.][added: Item 8.]

Financial Statements and Supplementary Data of this report.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, [removed: 2022] [added: 2023] was approximately [removed: $21.2] [added: $23.4] billion.

As of February [removed: 17, 2023, 183,590,330] [added: 16, 2024, 178,446,583] shares of the registrant’s common stock were outstanding.

Portions of Diamondback Energy, Inc.’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| [Glossary of Oil and Natural Gas [removed: Terms](#ia595866015b4400388c840bd76dbe1a1_10)] [added: Terms](#i0d77fdad85ad4c5b80695648ad1eb956_10)] | | | [removed: [ii](#ia595866015b4400388c840bd76dbe1a1_10)] [added: [ii](#i0d77fdad85ad4c5b80695648ad1eb956_10)] | | |

| [Glossary of Certain Other [removed: Terms](#ia595866015b4400388c840bd76dbe1a1_13)] [added: Terms](#i0d77fdad85ad4c5b80695648ad1eb956_13)] | | | [removed: [iv](#ia595866015b4400388c840bd76dbe1a1_13)] [added: [iv](#i0d77fdad85ad4c5b80695648ad1eb956_13)] | | |

| [Cautionary Statement Regarding Forward-Looking [removed: Statements](#ia595866015b4400388c840bd76dbe1a1_16)] [added: Statements](#i0d77fdad85ad4c5b80695648ad1eb956_16)] | | | [removed: [v](#ia595866015b4400388c840bd76dbe1a1_16)] [added: [v](#i0d77fdad85ad4c5b80695648ad1eb956_16)] | | |

| [Items 1 and 2. Business and [removed: Properties](#ia595866015b4400388c840bd76dbe1a1_22)] [added: Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)] | | | [removed: [1](#ia595866015b4400388c840bd76dbe1a1_22)] [added: [1](#i0d77fdad85ad4c5b80695648ad1eb956_22)] | | |

| [Item 1A. Risk [removed: Factors](#ia595866015b4400388c840bd76dbe1a1_25)] [added: Factors](#i0d77fdad85ad4c5b80695648ad1eb956_25)] | | | [removed: [25](#ia595866015b4400388c840bd76dbe1a1_25)] [added: [22](#i0d77fdad85ad4c5b80695648ad1eb956_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ia595866015b4400388c840bd76dbe1a1_28)] [added: Comments](#i0d77fdad85ad4c5b80695648ad1eb956_28)] | | | [removed: [47](#ia595866015b4400388c840bd76dbe1a1_28)] [added: [44](#i0d77fdad85ad4c5b80695648ad1eb956_28)] | | |

| [Item 3. Legal [removed: Proceedings](#ia595866015b4400388c840bd76dbe1a1_31)] [added: Proceedings](#i0d77fdad85ad4c5b80695648ad1eb956_34)] | | | [removed: [47](#ia595866015b4400388c840bd76dbe1a1_31)] [added: [45](#i0d77fdad85ad4c5b80695648ad1eb956_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ia595866015b4400388c840bd76dbe1a1_34)] [added: Disclosures](#i0d77fdad85ad4c5b80695648ad1eb956_37)] | | | [removed: [47](#ia595866015b4400388c840bd76dbe1a1_34)] [added: [45](#i0d77fdad85ad4c5b80695648ad1eb956_37)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia595866015b4400388c840bd76dbe1a1_40)] [added: Securities](#i0d77fdad85ad4c5b80695648ad1eb956_43)] | | | [removed: [47](#ia595866015b4400388c840bd76dbe1a1_40)] [added: [46](#i0d77fdad85ad4c5b80695648ad1eb956_43)] | | |

| [Item [removed: 6.](#ia595866015b4400388c840bd76dbe1a1_43) [\[RESERVED\]](#ia595866015b4400388c840bd76dbe1a1_43)] [added: 6. \[RESERVED\]](#i0d77fdad85ad4c5b80695648ad1eb956_46)] | | | [removed: [47](#ia595866015b4400388c840bd76dbe1a1_43)] [added: [47](#i0d77fdad85ad4c5b80695648ad1eb956_46)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia595866015b4400388c840bd76dbe1a1_46)] [added: Operations](#i0d77fdad85ad4c5b80695648ad1eb956_49)] | | | [removed: [48](#ia595866015b4400388c840bd76dbe1a1_46)] [added: [48](#i0d77fdad85ad4c5b80695648ad1eb956_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia595866015b4400388c840bd76dbe1a1_73)] [added: Risk](#i0d77fdad85ad4c5b80695648ad1eb956_76)] | | | [removed: [63](#ia595866015b4400388c840bd76dbe1a1_73)] [added: [64](#i0d77fdad85ad4c5b80695648ad1eb956_76)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ia595866015b4400388c840bd76dbe1a1_79)] [added: Data](#i0d77fdad85ad4c5b80695648ad1eb956_82)] | | | [removed: [64](#ia595866015b4400388c840bd76dbe1a1_79)] [added: [65](#i0d77fdad85ad4c5b80695648ad1eb956_82)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia595866015b4400388c840bd76dbe1a1_82)] [added: Disclosure](#i0d77fdad85ad4c5b80695648ad1eb956_85)] | | | [removed: [64](#ia595866015b4400388c840bd76dbe1a1_82)] [added: [121](#i0d77fdad85ad4c5b80695648ad1eb956_85)] | | |

| [Item 9A. Controls and [removed: Procedures](#ia595866015b4400388c840bd76dbe1a1_85)] [added: Procedures](#i0d77fdad85ad4c5b80695648ad1eb956_88)] | | | [removed: [65](#ia595866015b4400388c840bd76dbe1a1_85)] [added: [121](#i0d77fdad85ad4c5b80695648ad1eb956_88)] | | |

| [Item 9B. Other [removed: Information](#ia595866015b4400388c840bd76dbe1a1_94)] [added: Information](#i0d77fdad85ad4c5b80695648ad1eb956_97)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_94)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_97)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia595866015b4400388c840bd76dbe1a1_97)] [added: Inspections](#i0d77fdad85ad4c5b80695648ad1eb956_100)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_97)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_100)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ia595866015b4400388c840bd76dbe1a1_103)] [added: Governance](#i0d77fdad85ad4c5b80695648ad1eb956_106)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_103)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_106)] | | |

| [Item 11. Executive [removed: Compensation](#ia595866015b4400388c840bd76dbe1a1_106)] [added: Compensation](#i0d77fdad85ad4c5b80695648ad1eb956_109)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_106)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_109)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia595866015b4400388c840bd76dbe1a1_109)] [added: Matters](#i0d77fdad85ad4c5b80695648ad1eb956_112)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_109)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_112)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ia595866015b4400388c840bd76dbe1a1_112)] [added: Independence](#i0d77fdad85ad4c5b80695648ad1eb956_115)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_112)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_115)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#ia595866015b4400388c840bd76dbe1a1_115)] [added: Services](#i0d77fdad85ad4c5b80695648ad1eb956_118)] | | | [removed: [68](#ia595866015b4400388c840bd76dbe1a1_115)] [added: [123](#i0d77fdad85ad4c5b80695648ad1eb956_118)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#ia595866015b4400388c840bd76dbe1a1_121)] [added: Schedules](#i0d77fdad85ad4c5b80695648ad1eb956_124)] | | | [removed: [69](#ia595866015b4400388c840bd76dbe1a1_121)] [added: [124](#i0d77fdad85ad4c5b80695648ad1eb956_124)] | | |

| [Item 16. Form 10-K [removed: Summary](#ia595866015b4400388c840bd76dbe1a1_124)] [added: Summary](#i0d77fdad85ad4c5b80695648ad1eb956_127)] | | | [removed: [73](#ia595866015b4400388c840bd76dbe1a1_124)] [added: [128](#i0d77fdad85ad4c5b80695648ad1eb956_127)] | | |

| Rattler LLC | | | Rattler Midstream Operating LLC, a Delaware limited liability company and a [added: wholly owned] subsidiary of [removed: Rattler.] [added: the Company since 2022.] | | |

- the impact of public health crises, including epidemic or pandemic diseases [removed: such as the COVID-19 pandemic,] and any related company or government policies or actions;

- changes in general economic, business or industry conditions, including changes in foreign currency exchange rates interest rates, and inflation [removed: rates] [added: rates, instability in the financial sector] and concerns over a potential economic downturn or recession;

- challenges with employee retention and an increasingly competitive labor market [removed: due to a sustained labor shortage or increased turnover caused by the COVID-19 pandemic;][added: due;]

- lack of, or disruption in, access to adequate and reliable transportation, processing, [removed: storage,] [added: storage] and other facilities for our oil, natural gas, and natural gas liquids;

- changes in our credit rating; [removed: and]

We are an independent oil and natural gas company focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves [added: primarily] in the Permian Basin in West Texas.

At December 31, [removed: 2022,] [added: 2023,] our total acreage position in the Permian Basin was approximately [removed: 615,348] [added: 607,877] gross [removed: (508,767] [added: (493,769] net) acres, which consisted primarily of [removed: 371,915] [added: 428,324] gross [removed: (325,540] [added: (349,707] net) acres in the Midland Basin and [removed: 201,624] [added: 174,828] gross [removed: (150,719] [added: (143,742] net) acres in the Delaware Basin.

In addition, our publicly traded subsidiary Viper [removed: Energy Partners LP,] [added: Energy, Inc.,] which we refer to as Viper, owns mineral interests [added: primarily] in the Permian Basin.

As of December 31, [removed: 2022,] [added: 2023,] our estimated proved oil and natural gas reserves were [removed: 2,032,971] [added: 2,177,761] MBOE (which includes estimated reserves of [removed: 148,900] [added: 179,249] MBOE attributable to the mineral interests owned by Viper).

[removed: Of these reserves,] [added: As of December 31, 2023,] approximately 69% are classified as proved developed producing.

| [PART I](#i0d77fdad85ad4c5b80695648ad1eb956_19) | | | | | |

| [Item 1C. Cybersecurity](#i0d77fdad85ad4c5b80695648ad1eb956_31) | | | [44](#i0d77fdad85ad4c5b80695648ad1eb956_31) | | |

| [PART II](#i0d77fdad85ad4c5b80695648ad1eb956_40) | | | | | |

| [PART III](#i0d77fdad85ad4c5b80695648ad1eb956_103) | | | | | |

| [PART IV](#i0d77fdad85ad4c5b80695648ad1eb956_121) | | | | | |

| [Signatures](#i0d77fdad85ad4c5b80695648ad1eb956_130) | | | [129](#i0d77fdad85ad4c5b80695648ad1eb956_130) | | |

| Argus WTI Houston | | | Grade of oil that serves as a benchmark price for oil at Houston, Texas. | | |

| Argus WTI Midland | | | Grade of oil that serves as a benchmark price for oil at Midland, Texas. | | |

| Brent | | | A major trading classification of light sweet oil that serves as a benchmark price for oil worldwide. | | |

| Henry Hub | | | Natural gas gathering point that serves as a benchmark price for natural gas futures on the NYMEX. | | |

| MBO | | | One thousand barrels of crude oil. | | |

| MBO/d | | | One thousand barrels of crude oil per day. | | |

| Waha Hub | | | Natural gas gathering point that serves as a benchmark price for natural gas at western Texas and New Mexico. | | |

| WTI | | | West Texas Intermediate, a light sweet blend of oil produced from fields in western Texas and is a grade of oil that serves as a benchmark for oil on the NYMEX. | | |

| WTI Cushing | | | Grade of oil that serves as a benchmark price for oil at Cushing, Oklahoma. | | |

| LIBOR | | | The London interbank offered rate. | | |

| Nasdaq | | | The Nasdaq Global Select Market. | | |

| Rattler | | | Rattler Midstream LP, a Delaware limited partnership and a wholly owned subsidiary of the Company since 2022. | | |

| S&P 500 | | | Standard and Poor’s 500 index. | | |

| Viper | | | Viper Energy, Inc. | | |

| Viper Notes | | | The outstanding senior notes issued by Viper Energy, Inc. under indentures where Viper Energy, Inc. is the sole guarantor, consisting of the 5.375% Senior Notes due 2027 and the 7.375% Senior Notes due 2031. | | |

| | | | | | |

| XOP | | | Standard and Poor’s Oil and Gas Exploration and Production industry index. | | |

- risks related to the pending Endeavor Acquisition (as defined below); and

We own approximately 56% of Viper’s outstanding shares of common stock.

*GRP Acquisition*

On November 1, 2023, Viper acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP and affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”), pursuant to a definitive purchase and sale agreement in exchange for approximately 9.02 million Viper common units and $760 million in cash consideration, including transaction costs and subject to customary post-closing adjustments (the “GRP Acquisition”).

The mineral and royalty interests acquired included 4,600 net royalty acres in the Permian Basin, plus an additional 2,700 net royalty acres in other major basins.

*Deep Blue Formation and Divestiture of Deep Blue Water Assets*

On September 1, 2023, we closed on a joint venture agreement with Five Point Energy LLC (“Five Point”) to form Deep Blue Midland Basin LLC (“Deep Blue”).

At closing, we contributed certain treated water, fresh water and saltwater disposal assets (the “Deep Blue Water Assets”) with a net carrying value of $692 million in exchange for $516 million in cash consideration and a 30% equity ownership and voting interest in Deep Blue and certain contingent consideration.

See Note 4—[Acquisitions and Divestitures](#i0d77fdad85ad4c5b80695648ad1eb956_166) in Item 8.

*Pending Endeavor Acquisition*

On February 11, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC (“Endeavor”) to acquire Endeavor (the “Endeavor Acquisition”) for consideration consisting of a base cash amount of $8.0 billion, subject to adjustments under the terms of the Merger Agreement, and approximately 117.27 million shares of our common stock.

The Endeavor Acquisition is expected to close in the fourth quarter of 2024, subject to the satisfaction or waiver of customary closing conditions, including the approval of the issuance of our common stock in the Endeavor Acquisition by our stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

As a result of the Endeavor Acquisition, Endeavor’s equityholders who receive shares of our common stock in the Endeavor Acquisition (the “Endeavor Stockholders”) are expected to hold, at closing, approximately 39.5% of our outstanding common stock.

The Merger Agreement provides that at the closing of the Endeavor Acquisition, we will enter into an agreement with the Endeavor Stockholders (the “Stockholders Agreement”), which will provide the Endeavor Stockholders with certain director nomination rights, consent rights over certain actions by us and certain shelf, demand and piggyback registration rights.

The Endeavor Stockholders will also be subject to certain standstill, voting and transfer restrictions under the Stockholders Agreement.

The foregoing descriptions of the Merger Agreement and the Stockholders Agreement do not purport to be complete and are qualified in their entirety by reference to the actual terms of the Merger Agreement and form of the Stockholders Agreement, copies of which are included hereto as Exhibits 2.3 and 99.3, respectively, and incorporated herein by reference.

See Note 16—[Subsequent Events](#i0d77fdad85ad4c5b80695648ad1eb956_205) in Item 8.

| --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#ia595866015b4400388c840bd76dbe1a1_19) | | | | | |

| [PART II](#ia595866015b4400388c840bd76dbe1a1_37) | | | | | |

| [PART III](#ia595866015b4400388c840bd76dbe1a1_100) | | | | | |

| [PART IV](#ia595866015b4400388c840bd76dbe1a1_118) | | | | | |

| [Signatures](#ia595866015b4400388c840bd76dbe1a1_127) | | | S-[1](#ia595866015b4400388c840bd76dbe1a1_127) | | |

| Argus WTI Midland | | | Crude oil price index at the Permian Basin. | | |

| Brent | | | Brent sweet light crude oil. | | |

| Henry Hub | | | Louisiana natural gas pricing index. | | |

| Waha Hub | | | West Texas natural gas index. | | |

| WTI | | | West Texas Intermediate. | | |

| Rattler | | | Rattler Midstream LP, a Delaware limited partnership. | | |

| Viper | | | Viper Energy Partners LP, a Delaware limited partnership. | | |

| Viper’s General Partner | | | Viper Energy Partners GP LLC, a Delaware limited liability company and the General Partner of the Partnership. | | |

Prior to the Rattler Merger (as defined below), both the upstream operations segment and the midstream operations segment were considered separate reportable segments.

Following the Rattler Merger, the Company determined only the upstream operations segment met the quantitative requirements of a reportable segment.

We own Viper’s General Partner, and we own approximately 56% of the limited partner interests in Viper.

Pending Non-Core Asset Divestiture

In February 2023, we entered into definitive sales agreements with unrelated third-party buyers to divest non-core assets consisting of approximately 19,000 net acres in Glasscock County and approximately 4,900 net acres in Ward and Winkler counties for combined total consideration of $439 million, subject to certain closing adjustments.

Both of these transactions are expected to close in the second quarter of 2023, subject to completion of diligence and satisfaction of other customary closing conditions

The acquisition included approximately 25,000 gross (15,000 net) acres in the Midland Basin and certain related oil and gas assets (the “Lario Acquisition”), in exchange for 4.33 million shares of our common stock and $814 million in cash, including certain customary closing adjustments.

The Lario Acquisition will be accounted for as a business combination in the first quarter of 2023, with the fair value of consideration allocated to the acquisition date fair value of assets and liabilities acquired.

[Table of](#ia595866015b4400388c840bd76dbe1a1_7) [Contents](#ia595866015b4400388c840bd76dbe1a1_7)

FireBird Acquisition

On November 30, 2022, we closed on our acquisition of all leasehold interests and related assets of FireBird Energy LLC (the “FireBird Acquisition”), which included approximately 75,000 gross (68,000 net) acres in the Midland Basin and certain related oil and gas assets, in exchange for 5.92 million shares of the Company’s common stock and $787 million of cash including customary closing adjustments.

Rattler Merger

On August 24, 2022 (the “Effective Date”), we completed the merger with Rattler pursuant to which we acquired all of the approximately 38.51 million publicly held outstanding common units of Rattler in exchange for approximately 4.35 million shares of our common stock (the “Rattler Merger”).

Rattler continued as the surviving entity, and is now our wholly-owned subsidiary.

Following the Rattler Merger, we owned all of Rattler’s outstanding common units and Class B units, and Rattler GP remained the general partner of Rattler.

Following the closing of the Rattler Merger, Rattler’s common units were delisted from the NASDAQ Global Select Market and Rattler filed a certification on Form 15 with the SEC requesting the deregistration of its common units and suspension of Rattler’s reporting obligations under the Exchange Act.

Commodity Prices

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions.

Regional and worldwide economic activity, including any economic downturn or recession that has occurred or may occur in the future, extreme weather conditions and other substantially variable factors, influence market conditions for these products.

These factors are beyond our control and are difficult to predict.

The war in Ukraine, the COVID-19 pandemic, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and recent measures to combat persistent inflation have continued to contribute to economic and pricing volatility during 2022.

Although the impact of inflation on our business has been insignificant in prior periods, inflation in the U.S. has been rising at its fastest rate in over 40 years, creating inflationary pressure on the cost of services, equipment and other goods in the energy industry and other sectors, which is contributing to labor and materials shortages across the supply-chain.

Additionally, OPEC and its non-OPEC allies, known collectively as OPEC+, continues to meet regularly to evaluate the state of global oil supply, demand and inventory levels.

As such, pricing may remain volatile during 2023.

Despite continuing favorable commodity prices and rising demand, we kept our production relatively flat during 2022, using excess cash flow for debt repayment and return to our stockholders rather than expanding our drilling program.

Cybersecurity Risk Management Strategy

We have implemented and invested in, and will continue to implement and invest in, controls, procedures and protections (including internal and external personnel) that are designed to protect our systems, identify and remediate on a regular basis vulnerabilities in our systems and related infrastructure and monitor and mitigate the risk of data loss and other cybersecurity threats.

We have engaged third-party consultants to conduct penetration testing and risk assessments.

Our cybersecurity program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes:

- risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

- a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to assess, test, train or otherwise assist with aspects of our security controls;

- security tools deployed in the IT environment for protection against and monitoring for suspicious activity;

- cybersecurity awareness training of our employees, including incident response personnel and senior management;

- cybersecurity tabletop exercises for members of our cybersecurity incident response team and legal department;

- a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

- a third-party risk management process for service providers, suppliers, and vendors.

Cybersecurity Governance

Our cybersecurity governance program is led by the Vice President and Chief Information Officer, with support from the internal information technology department.

The Vice President and Chief Information Officer has over 20 years of technological leadership experience in the oil and gas industry, providing oversight of all information technology disciplines, including cybersecurity, networking, infrastructure, applications, and data management and protection.

The Vice President and Chief Information Officer and his team, which consists of individuals who hold designations as Certified Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA), CompTIASecurity+, and Department of Defense (DoD)-Cybersecurity General, are responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes.

In addition, our cybersecurity incident response team is responsible for responding to cybersecurity incidents in accordance with our Computer Security Incident Response Plan.

Progress and developments in our cybersecurity governance program are communicated to members of the executive team.

The audit committee of the board of directors receives quarterly updates on the status of our cybersecurity governance program, including as related to new or developing initiatives and any security incidents that may occur.

Board members receive presentations on cybersecurity topics from the Vice President and Chief Information Officer as part of the board’s continuing education on topics that impact public companies.

Further, our code of business conduct and ethics expects all employees to safeguard our electronic communications systems and related technologies from theft, fraud, unauthorized access, alteration or other damage and requires them to report any cyberattacks or incidents, improper access or theft to our Chief Legal and Administrative Officer and the Vice President and Chief Information Officer.

Our cybersecurity governance program also includes processes to assess cybersecurity risks related to third-party vendors and suppliers.

Risks from cybersecurity threats have not materially affected, and are not currently anticipated to materially affect, our Company, including our business strategy, results of operations or financial condition.

See, however, [Ite](#i0d77fdad85ad4c5b80695648ad1eb956_25)[m 1](#i0d77fdad85ad4c5b80695648ad1eb956_25)[A.](#i0d77fdad85ad4c5b80695648ad1eb956_25) [Risk Factors](#i0d77fdad85ad4c5b80695648ad1eb956_25) of this report for additional information regarding cybersecurity risks we face and their potential impact on our business strategy, results of operations and financial condition.

There were [removed: 5,321] [added: 5,207] holders of record of our common stock on February [removed: 17, 2023.][added: 16, 2024.]

Our common stock repurchase activity for the three months ended December 31, [removed: 2022] [added: 2023] was as follows:

| Period | | | | | | Total Number of Shares [removed: Purchased] [added: Purchased(1)] | | | | | | Average Price Paid Per [removed: Share(1)] [added: Share(2)(4)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plan | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the [removed: Plan(2)] [added: Plan(3)(4)] | | |

[removed: (1)The] [added: (2)The] average price paid per share includes any commissions paid to repurchase stock.

[removed: On] [added: (3)On] July 28, 2022, our board of directors approved an increase in our common stock repurchase program from $2.0 billion to $4.0 [removed: billion.][added: billion, excluding excise tax.]

Beginning in the first quarter of 2024, our board of directors has approved a reduction in our return of capital commitment to our shareholders to at least 50% from 75% of our quarterly free cash flow through repurchases under our share repurchase program, base dividends and variable dividends.

| October 1, 2023 - October 31, 2023 | | | | | | 226 | | | | | | $ | 147.27 | | | | | 218 | | | | | | $ | 1,731 | |

| November 1, 2023 - November 30, 2023 | | | | | | 99 | | | | | | $ | 149.88 | | | | | 99 | | | | | | $ | 1,716 | |

| December 1, 2023 - December 31, 2023 | | | | | | 556 | | | | | | $ | 148.31 | | | | | 556 | | | | | | $ | 1,634 | |

| Total | | | | | | 881 | | | | | | $ | 148.22 | | | | | 873 | | | | | | | | |

(1)Includes 8,495 shares of common stock repurchased from executives in order to satisfy tax withholding requirements.

Such shares are cancelled and retired immediately upon repurchase.

(4)The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

All dollar amounts presented exclude such excise taxes, as applicable.

Stock Performance Graph

The following performance graph includes a comparison of our cumulative total stockholder return over a five-year period with the cumulative total returns of the Standard & Poor’s 500 Stock Index, or the S&P 500 Index, and the SPDR S&P Oil & Gas Exploration and Production ETF, or XOP Index.

The graph assumes an investment of $100 on December 31, 2018, and that all dividends were reinvested.


| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Calculated Values | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| Diamondback Energy, Inc. | | | $100.00 | | | | | | $100.91 | | | | | | $54.49 | | | | | | $123.93 | | | | | | $167.93 | | | | | | $200.88 | | |

| S&P 500 | | | $100.00 | | | | | | $131.47 | | | | | | $155.65 | | | | | | $200.29 | | | | | | $163.98 | | | | | | $207.04 | | |

| XOP | | | $100.00 | | | | | | $90.56 | | | | | | $57.67 | | | | | | $96.18 | | | | | | $139.78 | | | | | | $144.74 | | |

| October 1, 2022 - October 31, 2022 | | | | | | 53 | | | | | | $ | 130.39 | | | | | 43 | | | | | | $ | 2,782 | |

| November 1, 2022 - November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,782 | |

| December 1, 2022 - December 31, 2022 | | | | | | 2,302 | | | | | | $ | 134.58 | | | | | 2,302 | | | | | | $ | 2,472 | |

| Total | | | | | | 2,355 | | | | | | $ | 134.49 | | | | | 2,345 | | | | | | | | |

(2)In September 2021, the Company’s board of directors authorized a $2.0 billion common stock repurchase program.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (a) | | | Documents included in this report: | | | | | |

| | | | *1. Financial Statements* | | | | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID Number](#i0d77fdad85ad4c5b80695648ad1eb956_133) 248[)](#i0d77fdad85ad4c5b80695648ad1eb956_133) | | | [66](#i0d77fdad85ad4c5b80695648ad1eb956_133) | | |

| | | | [Consolidated Balance Sheets](#i0d77fdad85ad4c5b80695648ad1eb956_139) | | | [69](#i0d77fdad85ad4c5b80695648ad1eb956_139) | | |

| | | | [Consolidated Statements of Operations and Comprehensive Income](#i0d77fdad85ad4c5b80695648ad1eb956_145) | | | [70](#i0d77fdad85ad4c5b80695648ad1eb956_145) | | |

| | | | [Consolidated Statement](#i0d77fdad85ad4c5b80695648ad1eb956_148)[s](#i0d77fdad85ad4c5b80695648ad1eb956_148) [of Stockholders' Equity](#i0d77fdad85ad4c5b80695648ad1eb956_148) | | | [71](#i0d77fdad85ad4c5b80695648ad1eb956_148) | | |

| | | | [Consolidated Statements of Cash Flows](#i0d77fdad85ad4c5b80695648ad1eb956_151) | | | [72](#i0d77fdad85ad4c5b80695648ad1eb956_151) | | |

| | | | [Notes to Consolidated Financial Statements](#i0d77fdad85ad4c5b80695648ad1eb956_154) | | | [73](#i0d77fdad85ad4c5b80695648ad1eb956_154) | | |

| | | | | | | | | |

| | | | *2. Financial Statement Schedules* | | | | | |

| | | | Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s consolidated financial statements and related notes. | | | | | |

[Table](#i0d77fdad85ad4c5b80695648ad1eb956_7) [of](#i0d77fdad85ad4c5b80695648ad1eb956_7) [Contents](#i0d77fdad85ad4c5b80695648ad1eb956_7)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Diamondback Energy, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Diamondback Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2024 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Estimation of proved reserves as it relates to the calculation and recognition of depletion expense and the valuation of acquired reserves in connection with the acquisition of Lario’s oil and natural gas properties and GRP’s mineral and royalty interests*

As described further in Note 2 to the financial statements, the Company accounts for its oil and natural gas properties using the full cost method of accounting, which requires management to make estimates of proved reserve volumes and future revenues to record depletion expense.

Additionally, as described in Note 4 to the financial statements, the Company acquired significant oil and natural gas properties and mineral and royalty interests during the year through the Lario and GRP Acquisitions, respectively.

To estimate the volume of proved reserves and future revenues, management makes significant estimates and assumptions, including forecasting the timing and volumetric amounts of production and corresponding decline rate of producing properties associated with the Company’s development plan.

In addition, the estimation of proved reserves is impacted by management’s judgments and estimates regarding the financial performance of wells to determine if wells are expected, with reasonable certainty, to be economical under the appropriate pricing assumptions.

For acquired reserves, management also utilizes an estimated fair value pricing model in determining the corresponding value of proved reserves.

The information required by this item appears beginning on page F-1 of this report.

[removed: Evaluation] [added: *Evaluation] of Disclosure [removed: Control] [added: Controls] and [removed: Procedures][added: Procedures*.]

As of December 31, [removed: 2022,] [added: 2023,] an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures are effective.

[removed: Changes] [added: *Changes] in Internal Control over Financial [removed: Reporting][added: Reporting*.]

There have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

The management of [removed: the] [added: our] Company is responsible for establishing and maintaining adequate internal control over financial reporting.

Based on its evaluation under the framework in the 2013 Internal Control-Integrated Framework, management did not identify any material weaknesses in the Company’s internal control over financial reporting and determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Grant Thornton LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued their report on the effectiveness of the Company’s internal control over financial reporting at December 31, [removed: 2022.][added: 2023.]

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting at December 31, [removed: 2022,] [added: 2023,] is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

We have audited the internal control over financial reporting of Diamondback Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, [removed: 2022,] [added: 2023,] and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion on those financial statements.

[Table of](#i0d77fdad85ad4c5b80695648ad1eb956_7) [Contents](#i0d77fdad85ad4c5b80695648ad1eb956_7)

February 22, 2024

February 23, 2023

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023.

None.

Information as to Item 10 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, [removed: 2022.][added: 2023.]

The Company also has made the Code of Business Conduct and Ethics available on our website under the “Investors—Corporate Governance” section at [removed: http://ir.diamondbackenergy.com.][added: https://www.diamondbackenergy.com.]

Information as to Item 11 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, [removed: 2022.][added: 2023.]

Information as to Item 12 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, [removed: 2022.][added: 2023.]

Information as to Item 13 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, [removed: 2022.][added: 2023.]

Information as to Item 14 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, [removed: 2022.][added: 2023.]

| 2.2# | | | | | | [Agreement and Plan of Merger, dated as of May 15, 2022, by and among Diamondback Energy, Inc., Rattler Midstream GP LLC, Bacchus Merger Sub Company and Rattler Midstream LP (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 001-35700, filed [removed: by Diamondback Energy, Inc. with] [added: by](https://www.sec.gov/Archives/edgar/data/1539838/000119312522151938/d338417dex21.htm) [the Company](https://www.sec.gov/Archives/edgar/data/1539838/000119312522151938/d338417dex21.htm) [with] the SEC on May 16, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000119312522151938/d338417dex21.htm) | | |

| 3.1 | | | | | | [removed: [Amended] [added: [Second](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm) [A](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm)[mended] and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the [removed: Form 10-Q,] [added: Form](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm) [8](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm)[\-](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm)[K](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm)[,] File No. 001-35700, filed by the Company with the SEC [removed: on November 16, 2012).](http://www.sec.gov/Archives/edgar/data/1539838/000153983812000004/exhibit31amendcertofincorp.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm) [June 14, 2023](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm)[).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex31-6x14x23.htm)] | | |

| 3.2 | | | | | | [removed: [Certificate of Amendment No. 1 of the Amended] [added: [Fourth](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex32-6x14x23.htm) [Amended] and Restated [removed: Certificate of Incorporation] [added: Bylaws] of the Company (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on [removed: December 12, 2016).](http://www.sec.gov/Archives/edgar/data/1539838/000153983816000266/diamondbackex31-12x12x16.htm)] [added: June 14, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex32-6x14x23.htm)] | | |

| [removed: 3.3] [added: 10.26] | | | | | | [removed: [Certificate of] [added: [Twelfth] Amendment [removed: No. 2] to [removed: the] [added: Second] Amended and Restated [removed: Certificate of Incorporation] [added: Credit Agreement and First Amendment to Second Amended and Restated Guaranty Agreement, dated as] of [added: June 2, 2021, between Diamondback Energy, Inc., as parent guarantor, Diamondback O&G LLC, as borrower, Wells Fargo Bank, National Association, as administrative agent, and] the [removed: Company] [added: lenders party thereto] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on June 8, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000095/diamondbackex31-6x2x21.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000095/diamondback-ex101x6x2x21.htm)] | | |

| [removed: 3.4] [added: 10.5+] | | | | | | [removed: [Third Amended and Restated Bylaws] [added: [2022 Form] of [removed: the Company] [added: Time Vesting Restricted Stock Unit Award Agreement] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.6] to the Form [removed: 8-K,] [added: 10-K,] File No. 001-35700, filed by the Company with the SEC on [removed: October 3, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983822000151/diamondbackex31-10x3x22.htm)] [added: February 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983814000018/ex10_1db2014awardstimebase.htm)] | | |

| [removed: 4.1] [added: 10.11+] | | | | | | [removed: [Description] [added: [Form] of [removed: the Company’s Securities] [added: Director and Officer Indemnification Agreement] (incorporated by reference to Exhibit [removed: 4.6] [added: 10.15] to [added: Amendment No. 4 to] the Registration Statement on Form [removed: S-8,] [added: S-1,] File No. [removed: 333-257561,] [added: 333-179502,] filed by the Company with the SEC on [removed: June 30, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000105/diamondbackex46-6x30x21.htm)] [added: August 20, 2012).](http://www.sec.gov/Archives/edgar/data/1539838/000119312512360997/d295327dex1015.htm)] | | |

| [removed: 4.5] [added: 4.3] | | | | | | [Indenture, dated as of December 5, 2019, between Diamondback Energy, Inc. [removed: and](https://www.sec.gov/Archives/edgar/data/1539838/000153983819000127/diamondbackex41-12x5x19.htm) [Computershare] [added: and Computershare] Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 5, 2019).](https://www.sec.gov/Archives/edgar/data/1539838/000153983819000127/diamondbackex41-12x5x19.htm) | | |

| [removed: 4.6] [added: 4.4] | | | | | | [First Supplemental Indenture, dated as of December 5, 2019, among Diamondback Energy, [removed: Inc.,](https://www.sec.gov/Archives/edgar/data/1539838/000153983819000127/diamondbackex42-12x5x19.htm) [Diamondback] [added: Inc., Diamondback] E&P LLC, as successor by merger to Diamondback O&G LLC, and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (including the forms of 3.250% Senior Notes due 2026 and 3.500% Senior Notes due 2029) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 5, 2019).](https://www.sec.gov/Archives/edgar/data/1539838/000153983819000127/diamondbackex42-12x5x19.htm) | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Third Supplemental Indenture, dated as of March 24, 2021, among Diamondback Energy, Inc., Diamondback E&P LLC, as successor by merger to Diamondback O&G LLC, and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (including the forms of 3.125% Senior Notes due 2031 and 4.400% Senior Notes due 2051) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 24, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000110465921040981/tm218746d8_ex4-2.htm) | | |

| [removed: 4.8] [added: 4.6] | | | | | | [Fourth Supplemental Indenture, dated as of June 30, 2021, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on August 5, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000117/diamondbackex103-8221.htm) | | |

| [removed: 4.9] [added: 4.7] | | | | | | [Fifth Supplemental Indenture, dated as of March 17, 2022, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as trustee (including the form of 4.250% Senior Notes due 2052) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 17, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922035018/tm229566d1_ex4-2.htm) | | |

| [removed: 4.10] [added: 4.8] | | | | | | [Sixth Supplemental Indenture, dated as of October 28, 2022, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association (including the form of 6.250% Senior Notes due 2033) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on October 28, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922112432/tm2229096d1_ex4-2.htm) | | |

| [removed: 4.11] [added: 4.9] | | | | | | [Indenture, dated as of October 16, 2019, among Viper Energy Partners LP, as issuer, Viper Energy Partners LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (including the form [removed: of Viper Energy Partners LP’s 5.375%] [added: of](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [5.375%] Senior Notes due 2027) (incorporated by reference to Exhibit 4.1 [removed: of Viper Energy Partners LP’s Current] [added: of](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [the](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [Current] Report on Form [removed: 8-K (File] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [(File] 001-36505) filed on October 17, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm)] | | |

| [removed: 4.12] [added: 10.39] | | | | | | [Consent Letter, dated August 28, 2019, between Diamondback Energy, Inc., as parent guarantor, Diamondback O&G LLC, as borrower, certain other subsidiaries of Diamondback Energy, Inc. as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File 001-35700) filed on September 4, 2019).](http://www.sec.gov/Archives/edgar/data/1539838/000153983819000103/diamondbackex101-9x4x19.htm) | | |

| 4.13 | | | | | | [Subordinated Promissory Note, dated as of October 16, [removed: 2019, by] [added: 2019,](http://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex10-2.htm) [made](http://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex10-2.htm) [by] Viper Energy Partners LLC in favor of Viper Energy Partners LP (incorporated by reference to Exhibit 10.2 of Viper Energy Partners LP’s Current Report on Form 8-K (File 001-36505) filed on October 17, 2019).](http://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex10-2.htm) | | |

| [removed: 4.14] [added: 4.15] | | | | | | [Form of Indenture, dated [removed: September 1,] [added: September](http://www.sec.gov/Archives/edgar/data/277595/0000950109-96-005681.txt) [1,] 1996, between Energen Corporation and The Bank of New York as trustee (incorporated by reference to Exhibit 4(i) to Energen Corporation’s Registration Statement on Form S-3 (Registration No. 333-11239), filed with the SEC on August 30, 1996).](http://www.sec.gov/Archives/edgar/data/277595/0000950109-96-005681.txt) | | |

| [removed: 4.15] [added: 4.16] | | | | | | [Amended and Restated Officers’ Certificate, dated as of February 27, 1998, between Energen Corporation and The Bank of New York as trustee, relating to the Medium-Term Notes, Series B, due 2028 (incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt) [4(](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt)[a](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt)[)(iii)](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt) [to] [added: Exhibit 4(a)(iii) to] the Form 10-K, File No. 001-7810, filed by Energen Corporation with the SEC on February 28, 2018).](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt) | | |

| [removed: 4.16] [added: 4.17] | | | | | | [Indenture, dated as of March 1, 2012, between QEP Resources, Inc. and Wells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.1 to QEP Resources Inc.’s Current Report on Form 8-K, filed with the SEC on March 1, 2012).](http://www.sec.gov/Archives/edgar/data/1108827/000119312512091528/d310241dex41.htm) | | |

| [removed: 4.17] [added: 4.18] | | | | | | [Officer’s Certificate, dated as of March 1, 2012 (including the form of the 5.375% Notes due 2022) (incorporated by reference to Exhibit 4.2 to QEP Resources, Inc.’s. Current Report on Form 8-K, filed with the SEC on March 1, 2012).](https://www.sec.gov/Archives/edgar/data/1108827/000119312512091528/d310241dex42.htm) | | |

| [removed: 4.18] [added: 4.19] | | | | | | [Officer’s Certificate, dated as of September 12, 2012 (incorporated by reference to Exhibit 4.1 to QEP Resources, Inc.’s Current Report on Form 8-K, filed with the SEC on September 14, 2012).](https://www.sec.gov/Archives/edgar/data/1108827/000114036112040365/ex4_1.htm) | | |

| [removed: 4.19] [added: 4.20] | | | | | | [Officer’s Certificate, dated as of November 21, 2017 (including the form of the 5.625% Senior Notes due 2026) (incorporated by reference to Exhibit 4.2 to QEP Resources, Inc.’s Current Report on Form 8-K, filed with the SEC on November 21, 2017).](https://www.sec.gov/Archives/edgar/data/1108827/000119312517349375/d485967dex42.htm) | | |

| [removed: 4.20] [added: 4.21] | | | | | | [First Supplemental Indenture, dated as of March 23, 2021, among QEP Resources, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 24, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000110465921040981/tm218746d8_ex4-3.htm) | | |

| [removed: 4.21] [added: 4.22] | | | | | | [Indenture, dated as of December 13, 2022, between Diamondback Energy, Inc. and Computershare Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 13, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922126629/tm2232530d1_ex4-1.htm) | | |

| [removed: 4.22] [added: 4.23] | | | | | | [First Supplemental Indenture, dated as of December 13, 2022, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as trustee (including the form of 6.250% Senior Notes due 2053) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 13, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922126629/tm2232530d1_ex4-2.htm) | | |

| [removed: 10.1+] [added: 10.3+] | | | | | | [removed: [2020] [added: [2021] Form of Time Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] of the [removed: Company’s] Annual Report on Form 10-K (File 001-35700) filed [added: by the Company with the SEC] on February [removed: 27, 2020).](https://www.sec.gov/Archives/edgar/data/1539838/000153983820000021/diamondback201910-kxex102.htm)] [added: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex104.htm)] | | |

| [removed: 10.2+] [added: 10.4+] | | | | | | [removed: [2020] [added: [2021] Form of Performance Vesting Restricted Stock Unit [removed: Award] Agreement (incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] of the [removed: Company’s] Annual Report on Form 10-K (File 001-35700) filed [added: by the Company with the SEC] on February [removed: 27, 2020).](https://www.sec.gov/Archives/edgar/data/1539838/000153983820000021/diamondback201910-kxex103.htm)] [added: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex105.htm)] | | |

| [removed: 10.3+] [added: 10.1+] | | | | | | [2021 Amended and Restated Diamondback Energy, Inc. Equity Incentive Plan (incorporated by reference to Appendix B to Schedule DEF 14A filed by the Company with the SEC on April 23, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000130817921000252/lfang2021_def14a.htm) | | |

| [removed: 10.4+] [added: 10.6+] | | | | | | [removed: [2021 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)[2](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm) [Form] of [removed: Time] [added: Performance] Vesting Restricted Stock Unit [removed: Award] Agreement (incorporated by reference to Exhibit [removed: 10.4 of] [added: 10.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)[7](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm) [of] the Annual Report on Form 10-K (File 001-35700) filed by the Company with the SEC on February [removed: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex104.htm)] [added: 2](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)[3](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)[3](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)[).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)] | | |

| [removed: 10.5+] [added: 10.8+] | | | | | | [removed: [2021 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm)[3](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm) [Form] of Performance Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit [removed: 10.5 of] [added: 10.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm)[9](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm) [of] the Annual Report on Form 10-K (File 001-35700) filed by the Company with the SEC on February [removed: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex105.htm)] [added: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm)] | | |

| [removed: 10.6+*] [added: 10.9+*] | | | | | | [removed: [2022 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm)[4](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm) [Form] of Time Vesting Restricted Stock Unit Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex106.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm)] | | |

| [removed: 10.7+*] [added: 10.10+*] | | | | | | [removed: [2022 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm)[4](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm) [Form] of Performance-Vesting Restricted Stock Unit [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm)] | | |

| [removed: 10.8+*] [added: 10.7+] | | | | | | [removed: [2023 Form] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm)[3](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm) [Form] of Time Vesting Restricted Stock Unit [removed: Award Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm)] [added: Award](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm) [Agreement (incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm)[8](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm) [to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm)] | | |

| [removed: 10.11+] [added: 10.12+] | | | | | | [Diamondback Energy, Inc. Amended and Restated Senior Management Severance Plan, adopted effective as of February 21, 2022 (including a form of participation agreement attached thereto as Schedule C) (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K (File 001-35700) filed by the Company with the SEC on February 24, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000153983822000008/diamondback202110-kxex109.htm) | | |

| [removed: 10.12+] [added: 10.14+] | | | | | | [Form of Participation Agreement (incorporated by reference from Schedule C-2 to Diamondback Energy, Inc. Senior Management Severance Plan filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K (File 001-35700) on February 27, 2020).](https://www.sec.gov/Archives/edgar/data/1539838/000153983820000021/diamondback201910-kxex105.htm) | | |

| [removed: 10.13] [added: 10.15] | | | | | | [Executive Annual Incentive Compensation Plan adopted in February 2021 (incorporated by reference to Exhibit 10.11 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 25, 2021).](http://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex1011.htm) | | |

| [removed: 10.14] [added: 10.16] | | | | | | [Second Amended and Restated Credit Agreement, dated as of November 1, 2013, among Diamondback Energy, Inc., as parent guarantor, Diamondback O&G LLC, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 5, 2013).](http://www.sec.gov/Archives/edgar/data/1539838/000153983813000093/ex10_3diamondbacksecondame.htm) | | |

| [removed: 10.15] [added: 10.17] | | | | | | [First Amendment, dated June 9, 2014, to the Second Amended and Restated Credit Agreement, originally dated November 1, 2013, by and among the Company, as parent guarantor, Diamondback O&G LLC, as borrower, each of the guarantors party thereto, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.4 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on August 7, 2014).](http://www.sec.gov/Archives/edgar/data/1539838/000153983814000081/ex10_4firstamendmenttoseco.htm) | | |

| [removed: 10.16] [added: 10.18] | | | | | | [Second Amendment to the Second Amended and Restated Credit Agreement, dated as of November 13, 2014, among Diamondback Energy, Inc., as parent guarantor, Diamondback O&G LLC, as borrower, the guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on November 18, 2014).](http://www.sec.gov/Archives/edgar/data/1539838/000119312514416704/d822128dex102.htm) | | |

| [removed: 10.17] [added: 10.19] | | | | | | [Third Amendment, dated as of June 21, 2016, to the Second Amended and Restated Credit Agreement, dated as of November 1, 2013, by and among Diamondback Energy, Inc., as parent guarantor, Diamondback O&G LLC, as borrower, certain other subsidiaries of Diamondback Energy, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-35700, filed by the Company with the SEC on June 27, 2016).](http://www.sec.gov/Archives/edgar/data/1539838/000153983816000195/diamondbackexhibit101-6x27.htm) | | |

| [removed: 10.18] [added: 10.20] | | | | | | [Fourth Amendment, dated as of December 15, 2016, to the Second Amended and Restated Credit Agreement, dated as of November 1, 2013, by and among Diamondback Energy, Inc., as parent guarantor, Diamondback O&G LLC, as borrower, certain other subsidiaries of Diamondback Energy, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 20, 2016).](http://www.sec.gov/Archives/edgar/data/1539838/000153983816000270/diamondbackex102-12x20x16.htm) | | |

| 2.3# | | | | | | [Agreement and Plan of Merger, dated as of February 11, 2024, by and among the Company, Endeavor, Merger Sub I, Merger Sub II and the Company Representative (for purposes of certain sections set forth therein) (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No 001-35700, filed by the Company with the SEC on February 12, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124006881/ny20021341x1_ex2-1.htm) | | |

| 4.1* | | | | | | [D](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[escription of the Co](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[m](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[p](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[any](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[’](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[s Securities](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm) | | |

| 4.10 | | | | | | [First Supplemental Indenture, dated as of November 13, 2023, among Viper Energy, Inc., as successor issuer to Viper Energy Partners LP, and Computershare Trust Company, National Association, as trustee, relating to 5.375% Senior Notes due 2027 (incorporated by reference to Exhibit 10.2 of Viper Energy, Inc.’s Current Report on Form 8-K (File 001-36505) filed on November 17, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000097/viperex102-11x17x23.htm) | | |

| 4.11 | | | | | | [Indenture, dated as of October 19, 2023, among Viper Energy Partners LP, as issuer, Viper Energy Partners LLC, as guarantor and Computershare Trust Company National Association, as trustee (including the form of Viper Energy Partners LP’s 7.375% Senior Notes due 2031) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP, (File 001-36505), filed on October](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm) [25](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm)[23](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm)[).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm) | | |

| 4.12 | | | | | | [First Supplemental Indenture, dated as of November 13, 2023, by and between Viper Energy, Inc., as the successor issuer to Viper Energy Partners LP, and Computershare Trust Company, National Association, as trustee, relating to 7.375% Senior Notes due 2031 (incorporated by reference to Exhibit 10.3 to Viper Energy, Inc.’s Current Report on Form 8-K (File 001-36505) filed on November 17, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000097/viperex103-11x17x23.htm) | | |

| 4.14 | | | | | | [Subordinated Promissory Note, dated as of October 19, 2023, made by Viper Energy Partners LLC in favor of Viper Energy Partners LP (incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex101-10x25x23.htm)[1](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex101-10x25x23.htm) [of the Current Report on Form 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP (File 001-36505), filed on October 25, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex101-10x25x23.htm) | | |

| 10. 2+* | | | | | | [Amendment No. 1 to 2021 Amended and Restated Diamondback Energy, Inc. Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex102.htm)[, adopted effective as of February 11, 2024.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex102.htm) | | |

| 10.13+* | | | | | | [Amendment No. 1 to Diamondback Energy, Inc. Amended and Restated Senior Management Severance Plan, adopted effective as of February 11, 2024.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1013.htm) | | |

| 10.36 | | | | | | [Tenth Amendment to Amended and Restated Senior Secured Revolving Credit Agreement and Second Amendment to Guaranty and Collateral Agreement, dated as of May 31, 2023, by and among Viper Energy Partners LLC, as borrower, Viper Energy Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Viper Energy Partners LP’s Current Report on Form 8-K (File No. 001-36505) filed on June 6, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000024/viperex101-6x6x22.htm) | | |

| 10.38 | | | | | | [Twelfth Amendment to Amended and Restated Senior Secured Revolving Credit Agreement dated as of September 22, 2023, by and among Viper Energy Partners LLC, as borrower, Viper Energy Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000059/viperex102-9x28x23.htm) [(incorporated by reference to Exhibit 10.2 of Viper’s Current Report on Form 8-K (File No. 001-36505) filed on September 28, 2023](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000056/viperex101-9x7x23.htm))[.](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000059/viperex102-9x28x23.htm) | | |

| 97.1* | | | | | | [Diamondback Energy Inc. Clawback Policy](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondbackex971-clawbackp.htm). | | |

| 99.3# | | | | | | [Form of Stockholders Agreement, by and between, Diamondback Energy, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 99.1 to the Form 8-K, File No. 001-35700, filed by Diamondback Energy, Inc. with the SEC on February 12, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124006881/ny20021341x1_ex99-1.htm) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (a) | | | Documents included in this report: | | | | | |

| | | | *1. Financial Statements* | | | | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID Number](#ia595866015b4400388c840bd76dbe1a1_130) 248[)](#ia595866015b4400388c840bd76dbe1a1_130) | | | F-[1](#ia595866015b4400388c840bd76dbe1a1_130) | | |

| | | | [Consolidated Balance Sheets](#ia595866015b4400388c840bd76dbe1a1_136) | | | F-[4](#ia595866015b4400388c840bd76dbe1a1_136) | | |

| | | | [Consolidated Statements of Operations and Comprehensive Income](#ia595866015b4400388c840bd76dbe1a1_139) | | | F-[5](#ia595866015b4400388c840bd76dbe1a1_139) | | |

| | | | [Consolidated Statement of Stockholders' Equity](#ia595866015b4400388c840bd76dbe1a1_142) | | | F-[6](#ia595866015b4400388c840bd76dbe1a1_142) | | |

| | | | [Consolidated Statements of Cash Flows](#ia595866015b4400388c840bd76dbe1a1_145) | | | F-[7](#ia595866015b4400388c840bd76dbe1a1_145) | | |

| | | | [Notes to Consolidated Financial Statements](#ia595866015b4400388c840bd76dbe1a1_148) | | | F-[8](#ia595866015b4400388c840bd76dbe1a1_148) | | |

| | | | *2. Financial Statement Schedules* | | | | | |

| | | | Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s consolidated financial statements and related notes. | | | | | |

| 4.3 | | | | | | [Registration Rights Agreement, dated as of February 26, 2021, by and among the Company, Guidon Operating LLC and Guidon Energy Holdings LP (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3, File No. 333-255731, filed by the Company with the SEC on May 3, 2021.](https://www.sec.gov/Archives/edgar/data/1539838/000119312521148164/d301323dex43.htm) | | |

| 4.4 | | | | | | [Letter Agreement, dated as of April 27, 2021, by and among the Company, Guidon Operating LLC and Guidon Energy Holdings LP relating to the Registration Rights Agreement referenced as Exhibit 4.2 hereto (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3, File No. 333-255731, filed by the Company with the SEC on May 3, 2021.](https://www.sec.gov/Archives/edgar/data/1539838/000119312521148164/d301323dex44.htm) | | |

| 10.9+* | | | | | | [2023 Form of Performance-Vesting Restricted Stock Unit Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm) | | |

| 10.10+ | | | | | | [Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.15 to Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-179502, filed by the Company with the SEC on August 20, 2012).](http://www.sec.gov/Archives/edgar/data/1539838/000119312512360997/d295327dex1015.htm) | | |

| Date: | | | February [removed: 23, 2023] [added: 22, 2024] | | | | | | | | |

| /s/ Travis D. Stice | | | | | | Chairman of the Board, Chief Executive Officer and Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Vincent K. Brooks | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ David L. Houston | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Rebecca A. Klein | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Stephanie K. Mains | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Mark L. Plaumann | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Melanie M. Trent | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Frank D. Tsuru | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Steven E. West | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Kaes Van’t Hof | | | | | | President and Chief Financial Officer | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Teresa L. Dick | | | | | | Chief Accounting Officer, Executive Vice President and Assistant Secretary | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| /s/ Michael P. Cross | | | | | | Director | | | | | | February 23, 2023 | | |

| Michael P. Cross | | | | | | | | | | | | | | |

S-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Diamondback Energy, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Diamondback Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 23, 2023 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Estimation of proved reserves as it relates to the calculation and recognition of depletion expense and the valuation of acquired reserves in connection with the acquisition of FireBird’s oil and natural gas properties*

As described further in Note 2 to the financial statements, the Company accounts for its oil and natural gas properties using the full cost method of accounting, which requires management to make estimates of proved reserve volumes and future revenues to record depletion expense.

Additionally, as described in Note 4 to the financial statements, the Company acquired significant oil and natural gas properties during the year through the FireBird Acquisition.

To estimate the volume of proved reserves and future revenues, management makes significant estimates and assumptions, including forecasting the timing and volumetric amounts of production and corresponding decline rate of producing properties associated with the Company’s development plan.

In addition, the estimation of proved reserves is also impacted by management’s judgments and estimates regarding the financial performance of wells to determine if wells are expected, with reasonable certainty, to be economical under the appropriate pricing assumptions.

For acquired reserves, management also utilizes an estimated fair value pricing model in determining the corresponding value of proved reserves.

We identified the estimation of proved reserves attributable to oil and natural gas properties, including acquired proved reserves in the FireBird Acquisition, due to its impact on depletion expense and acquisition accounting, as a critical audit matter.

F-1

The principal consideration for our determination that the estimation of proved reserves is a critical audit matter is that changes in certain inputs and assumptions, which require a high degree of subjectivity, necessary to estimate the volume and future revenues of the Company’s proved reserves could have a significant impact on the measurement of depletion expense and the fair value of acquired oil and natural gas properties.

In turn, auditing those inputs and assumptions required subjective and complex auditor judgment.

Our audit procedures related to the estimation of proved reserves included the following, among others.

- We tested the design and operating effectiveness of key controls relating to management’s estimation of proved reserves for the purpose of estimating depletion expense and management’s estimation of the fair value of the acquired oil and natural gas properties in the FireBird Acquisition.

Specifically, these controls related to the use of historical information in the estimation of proved reserves derived from the Company’s accounting records, the information provided to the reservoir engineering specialists, and the final proved reserve report and the final fair value reserve reports related to the acquired oil and natural gas properties prepared by the Company’s specialists.

- We evaluated the level of knowledge, skill, and ability of the Company’s reservoir engineering specialists, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate the Company’s proved reserve volumes, and read the reserve report prepared and reviewed by the Company’s specialists.