Diamondback Energy (FANG) 10-K risk factor changes: FY2024 vs FY2023

Other risks are described in [removed: Item 1.][added: Items 1 and 2.]

- Market conditions and particularly volatility in prices for oil and natural gas may [removed: continue to] adversely affect our revenue, cash flows, profitability, growth, production and the present value of our estimated reserves.

- [removed: We also expect to incur] [added: The] significant additional indebtedness [added: incurred] in connection with the Endeavor [removed: Acquisition, which indebtedness] [added: Acquisition] 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.

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

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 [removed: Ukraine and] [added: Ukraine,] the Israel-Hamas War [added: and other conflicts in the Middle East] on the global energy 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 [removed: Biden Administration’s] [added: new administration’s] energy and environmental policies; global or national health concerns, including the outbreak of pandemic or contagious disease; the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation facilities; and overall domestic and global economic conditions.

[removed: During 2023,] [added: From the beginning of] 2022 [removed: and 2021,] [added: through the end of 2024,] NYMEX WTI prices ranged from [removed: $47.62] [added: $65.75] to $123.70 per Bbl and the NYMEX Henry Hub price of natural gas ranged from [removed: $1.99] [added: $1.58] to $9.68 per MMBtu.

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

Currently, we have hedged a portion of our estimated [removed: 2024 and] 2025 [added: and 2026] production.

For additional information regarding our outstanding derivative contracts as of December 31, [removed: 2023,] [added: 2024,] see Note [removed: 12—[Derivatives](#i0d77fdad85ad4c5b80695648ad1eb956_190)] [added: 13—[Derivatives](#i053f68c8a5b54cc6914592ae094665f7_166)] in Item 8.

Management’s Discussion and [removed: Analysis](#i0d77fdad85ad4c5b80695648ad1eb956_49)] [added: Analysis] of Financial Condition and Results of [removed: Operations] [added: Operations](#i053f68c8a5b54cc6914592ae094665f7_49)] and [Item 7A.

Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0d77fdad85ad4c5b80695648ad1eb956_76)—Commodity] [added: Risk](#i053f68c8a5b54cc6914592ae094665f7_100)—Commodity] Price Risk of this report.

Also, [added: in March 2024,] the EPA [removed: has proposed] [added: finalized] ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in [removed: model year 2027.]

In addition to potentially reducing demand for our oil and natural gas and potentially reducing the availability of oilfield services and midstream and downstream customers, any [removed: of these developments] [added: further regulatory or other climate change incentives, to the extent they continue,] may [removed: also] create reputational risks associated with the exploration for, and production of, hydrocarbons, which may adversely affect the availability and cost to us of capital.

Business and [removed: Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)—Regulation—Climate] [added: Properties](#i053f68c8a5b54cc6914592ae094665f7_22)—Regulation—Climate] Change of this report.

[removed: Increasing] [added: In recent years, increased] attention to global climate change [removed: has] resulted in increased investor attention and an increased risk of public and private [removed: litigation, which could increase our costs or otherwise adversely affect us.][added: litigation.]

If any such lawsuits were to be filed against us, [added: whether due to our activities or the activities of the acquired entities or operations prior to their acquisition by us,] we could incur substantial legal defense costs and, if any such litigation were adversely determined, we could incur substantial damages.

[removed: In addition,] [added: ESG expectations, including both the matters in focus and the management of such matters, as well as] perspectives on the efficacy of ESG [removed: considerations] [added: 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 [removed: and results of operations could be materially and adversely affected.]

[removed: In March 2022, the] [added: The] SEC [removed: proposed new] [added: published final] rules [added: on March 28, 2024,] relating to the disclosure of a range of climate-related risks and other information.

To the extent [removed: this rule is finalized as proposed,] [added: the rules are implemented,] we and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information.

[removed: Enhanced climate disclosure requirements could also accelerate any trend by] [added: For example, in recent years,] certain stakeholders and capital providers [added: sought] to restrict or seek more stringent conditions with respect to their [added: investment in or] financing of certain carbon intensive sectors.

In [removed: 2023,] [added: 2024,] our total capital expenditures, including expenditures for drilling, completion, infrastructure and additions to midstream assets, were approximately [removed: $2.7] [added: $2.9] billion.

Our [removed: 2024] [added: 2025] capital [removed: budget] [added: budget, which gives effect to the pending Double Eagle Acquisition,] for drilling, [removed: completion] [added: completion, infrastructure] and [removed: infrastructure,] [added: midstream,] including investments in water disposal infrastructure and gathering line projects, is currently estimated to be approximately [removed: $2.30] [added: $3.80] billion to [removed: $2.55] [added: $4.20] billion, representing [removed: a decrease] [added: an increase] of [removed: 10%] [added: 40%] from our [removed: 2023] [added: 2024] capital expenditures.

Since completing our initial public offering in October 2012, we have financed capital expenditures primarily with borrowings under our revolving credit facility, cash generated by [removed: operations and] [added: operations,] the net proceeds from public offerings of our common stock and our senior [removed: notes.][added: notes and sales of non-core assets.]

Further, our actual capital expenditures in [removed: 2024] [added: 2025] could exceed our [removed: capital expenditure budget.]

In the event our capital expenditure requirements at any time are greater than the amount of capital we have available, we could be required to seek additional sources of capital, which may include traditional reserve base borrowings, debt financing, joint venture partnerships, [removed: production payment financings,] sales of assets, offerings of debt or equity securities or other means.

As of December 31, [removed: 2023,] [added: 2024,] we have approximately [removed: 7,905] [added: 9,188] gross [removed: (5,826] [added: (7,130] 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: 2023,] [added: 2024,] only [removed: 802] [added: 1,381] of our gross identified economic potential horizontal drilling locations [added: in which we have a working interest] were attributed to proved reserves.

In addition, as of December 31, [removed: 2023,] [added: 2024,] we have identified approximately [removed: 2,561] [added: 1,657] 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, [added: our drilling success rate may decline and materially harm our business.]

Through December 31, [removed: 2023,] [added: 2024,] we are the operator of, have participated in, or have acquired working interest in a total of [removed: 3,356] [added: 6,590] horizontal producing wells completed on our acreage.

Leases on oil and natural gas properties typically have a term of three to five years, after which they expire unless, prior to expiration, production [added: in paying quantities] is established within the spacing units covering the undeveloped acres.

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 [removed: (approximately $122 million at December 31, 2023)] and receivables from purchasers of our oil and natural gas [removed: production (approximately $654 million at December 31, 2023).][added: production.]

Business and [removed: Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)—Marketing] [added: Properties](#i053f68c8a5b54cc6914592ae094665f7_22)—Marketing] and Customers of this report for additional information regarding these customers.

We do not require our customers [removed: to post collateral.]

No impairments were recorded on our proved oil and natural gas properties for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting [removed: Estimates](#i0d77fdad85ad4c5b80695648ad1eb956_70)—Oil] [added: Estimates](#i053f68c8a5b54cc6914592ae094665f7_94)—Oil] and Natural Gas Accounting and Reserves of this report.

Approximately [removed: 31%] [added: 33%] of our total estimated proved reserves as of December 31, [removed: 2023,] [added: 2024,] were proved undeveloped reserves and may not be ultimately developed or produced.

In addition to the geographic concentration of our producing properties described above, as of December 31, [removed: 2023,] [added: 2024,] most of our proved reserves are concentrated in the Wolfberry play in the Midland Basin.

In accordance with customary industry practice, we rely on independent [removed: third party] [added: third-party] service providers to provide most of the services necessary to drill new wells.

- We rely on a few key employees whose absence or loss could adversely affect our business.

Primarily as a result of our Endeavor Acquisition, the Viper Tumbleweed Acquisitions, and the pending Double Eagle Acquisition, if consummated, we expect to increase our fourth quarter 2024 production levels in 2025.

model year 2027.

On January 20, 2025, President Trump signed multiple executive orders seeking to reverse these climate incentives, including pausing the disbursement of funds under the IRA.

The same day, President Trump also issued executive orders to encourage fossil fuel production and exploration on federal lands and waters, while moving away from incentivizing renewable energy and electric vehicles.

It is unclear what effect those actions will have.

Changing political and social perspectives on climate change and other environmental, social and governance factors may create risks and uncertainties impacting our business.

Further, shareholders have sought to effect changes to public companies’ businesses or governance to deal with climate change-related issues through shareholder proposals, public campaigns, proxy solicitations or other actions.

Any such future actions may result in significant management distraction and potentially significant expense.

Further, in response to the evolving regulatory environment and investor expectations, or due to our acquisitions of other companies or assets, we may, periodically, make adjustments to our environmental targets or goals.

and results of operations could be materially and adversely affected.

Several lawsuits have been filed challenging the rules.

In April 2024, the SEC agreed to pause the rules to facilitate an orderly judicial resolution.

It is unclear what effect recent executive orders by President Trump will have on investor and other stakeholders’ near-term and long-term ESG expectations for companies involved in fossil fuel exploration and production.

capital expenditure budget.

Environmental or other regulatory issues may arise with respect to acquired entities or operations years after the acquisitions.

to post collateral.

Business and Properties](#i053f68c8a5b54cc6914592ae094665f7_22)—Marketing and Customers of this report for additional information regarding these customers.

The revised rules will go into effect on July 1, 2025.

what the specific provisions or the effective date of any such legislation would be.

While we are subject to CAMT, we did not incur a CAMT liability for 2024.

The IRA also imposes an excise tax of 1% on the fair market value of certain public company stock repurchases occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation, and the amount of the excise tax is generally 1% of the aggregate fair market value of the stock repurchased during the taxable year.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

ability of the joint ventures to make distributions to us and the other joint venture partners.

Security incidents can also occur as a result of non-technical issues, such as physical theft.

More recently, advancements in artificial intelligence (“AI”) may pose serious risks for many of the traditional tools used to identify individuals, including voice recognition (whether by machine or the human ear), facial recognition or screening questions to confirm identities.

In addition, generative AI systems may also be used by malicious actors to create more sophisticated cyber-attacks (i.e., more realistic phishing or other attacks).

The advancements in AI could lead to an increase in the frequency of identity fraud or cyberattacks (whether successful or unsuccessful), which could cause us to incur increasing costs, including costs to deploy additional personnel, protection technologies and policies and procedures, train employees, and engage third-party experts and consultants.

If any of these security breaches were to occur,

Evolving privacy-related laws could give rise to liabilities, which could adversely impact our business, results of operations or financial condition.

A variety of U.S. federal, state and international laws and regulations govern the collection, use, retention, sharing and security of personal data.

All 50 states have enacted legislation on data breach notification requirements and many states continue to enact laws on matters of privacy, data protection and cybersecurity.

The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations.

In addition, various U.S. federal, state and foreign legislative and regulatory bodies continue to enact new laws regarding privacy and data protection, as well as expand the scope of existing laws.

For example, Texas recently passed the Texas Data Privacy and Security Act, which establishes new laws for collecting, storing, processing, and selling consumer information.

Several other states, such as California, Utah, Colorado, Virginia, Connecticut, Michigan, Ohio, Pennsylvania, and New Jersey, among others, have proposed or passed legislation regarding data privacy and use.

We cannot predict the impact of any such evolving privacy-related laws on our business, operations or financial condition, but may find it necessary to enhance our existing systems and procedures, which may involve substantial expense or distraction from other aspects of our business.

In addition, any violations of applicable privacy-related laws or regulations may require us to address legal claims, sustain monetary penalties or incur other liabilities, as well as cause reputational damage, any of which could adversely impact our business, results of operations or financial condition.

As of December 31, 2024, Endeavor’s equityholders held approximately 36% of our common stock.

- The corporate opportunity provisions in our certificate of incorporation could enable affiliates of ours to benefit from corporate opportunities that might otherwise be available to us.

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

For example, a number of prominent investors have publicly announced their intention to no longer invest in the oil and gas sector in response to concerns related to climate change, and other financial institutions and investors may decide to do likewise in the future.

Continuing political and social concerns relating to climate change may result in significant litigation and related expenses.

For example, shareholder activism has recently been increasing in our industry, and shareholders may attempt to effect changes to our business or governance to deal with climate change-related issues, whether by shareholder proposals, public campaigns, proxy solicitations or otherwise, which may result in significant management distraction and potentially significant expense.

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.

Investor and regulatory focus on ESG matters continues to increase.

If our ESG initiatives do not meet our investors’ or other stakeholders’ evolving expectations and standards, investment in our stock may be viewed as less attractive and our reputation, contractual, employment and other business relationships may be adversely impacted.

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

Our acreage must be drilled before lease expiration, generally within three to five years, in order to hold the acreage by production.

In a highly competitive market for acreage, failure to drill sufficient wells to hold acreage may result in a substantial lease renewal cost or, if renewal is not feasible, loss of our lease and prospective drilling opportunities.

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

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.

If we are or become subject to CAMT, our cash obligations for U.S. federal income taxes could be significantly accelerated.

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

Our

additional equity capital on terms that may be onerous or highly dilutive.

The corporate opportunity provisions in our certificate of incorporation could enable affiliates of ours to benefit from corporate opportunities that might otherwise be available to us.

Subject to the limitations of applicable law, our certificate of incorporation, among other things: permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested; permits any of our stockholders, officers or directors to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and provides that if any director or officer of one of our affiliates who is also one of our officers or directors becomes aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as our director or officer), that director or officer will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to such affiliates and that director or officer will not be deemed to have (i) acted in a manner inconsistent with his or her fiduciary or other duties to us regarding the opportunity or (ii) acted in bad faith or in a manner inconsistent with our best interests.

These provisions create the possibility that a corporate opportunity that would otherwise be available to us may be used for the benefit of one of our affiliates.

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.

On February 11, 2024, we entered into the Merger Agreement to acquire Endeavor.

The Endeavor Acquisition is subject to a number of conditions to closing as specified in the Merger Agreement.

These closing conditions include, among others, (i) the approval of the issuance of our common stock in the first merger by our stockholders; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of any injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the first merger; (iv) the authorization for listing on the Nasdaq of the shares of our common stock to be issued in the first merger; (v) with respect to each party, (a) the accuracy of the other party’s representations and warranties, subject to specified materiality

qualifications, (b) compliance by the other party with its covenants in the Merger Agreement in all material respects, and (c) the absence of a “Material Adverse Effect” (as defined in the Merger Agreement) with respect to the other party since the date of the Merger Agreement that is continuing; and (vi) in the case of Endeavor, the receipt of an opinion of tax counsel that the Endeavor Acquisition will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

No assurance can be given that the required stockholder approval and regulatory clearance will be obtained or that the other required conditions to closing will be satisfied, and, if all required approvals and regulatory clearance are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals and clearance, including whether any required conditions will materially adversely affect the combined company following the acquisition.

Any delay in completing the Endeavor Acquisition could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we and Endeavor expect to achieve if the Endeavor Acquisition is successfully completed within its expected time frame.

We can provide no assurance that these conditions will not result in the abandonment or delay of the acquisition.

The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and the trading price of our common stock.

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

If the Endeavor Acquisition is not completed for any reason, including as a result of a failure to obtain the required approval from our stockholders, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Endeavor Acquisition, we would be subject to a number of risks, including the following: (i) we may experience negative reactions from the financial markets, including negative impacts on our stock price; (ii) we may experience negative reactions from our commercial and vendor partners and employees; and (iii) we will be required to pay our costs relating to the Endeavor Acquisition, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the Endeavor Acquisition is completed.

Additionally, we are required to pay Endeavor a termination fee of $1.4 billion if the Merger Agreement is terminated by (i) Endeavor because our board of directors has made an adverse change to its recommendation that the our stockholders vote in favor of the issuance of our common stock in the Endeavor Acquisition or (ii) if either party terminates the Merger Agreement because our stockholders fail to approve the issuance of our common stock in the Endeavor Acquisition and, immediately prior to the failed vote, Endeavor would have been entitled to terminate the Merger Agreement because our board of directors had made an adverse change to its recommendation in favor of the issuance of our common stock in the Endeavor Acquisition.

If the Merger Agreement is terminated under certain specified circumstances and, within 12 months following such termination, we consummate or enter into an alternative acquisition transaction, we are required to pay the termination fee to Endeavor.

Additionally, if the Merger Agreement is terminated because our stockholders fail to approve the issuance of our stock in the Endeavor Acquisition and the termination fee is not payable in connection with such termination, we are required to reimburse Endeavor for its transaction related expenses, subject to a cap of $260 million.

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

Financial Statements and [removed: Supplementar](#i0d77fdad85ad4c5b80695648ad1eb956_82)[y Data](#i0d77fdad85ad4c5b80695648ad1eb956_82)*] [added: Supplementary Data](#i053f68c8a5b54cc6914592ae094665f7_106)*] *of this report.

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

As of December 31, [removed: 2023,] [added: 2024,] we have one reportable segment, the upstream segment.

See Note 1—[Description of the Business and Basis of [removed: Presentation](#i0d77fdad85ad4c5b80695648ad1eb956_157)] [added: Presentation](#i053f68c8a5b54cc6914592ae094665f7_133)] and Note [removed: 17—[Segment Information](#i0d77fdad85ad4c5b80695648ad1eb956_211)] [added: 18—[Segment Information](#i053f68c8a5b54cc6914592ae094665f7_181)] in Item 8.

[removed: 2023] [added: 2024] Financial and Operating Highlights

- We recorded net income of [removed: $3.1] [added: $3.3] billion.

- Increased our annual base dividend to [removed: $3.60] [added: $4.00] per share of common [removed: stock,] [added: stock in the fourth quarter of 2024,] paid dividends to stockholders of [removed: $1.4] [added: $1.6] billion during [removed: 2023] [added: 2024] and declared a [removed: combined] base [removed: and variable] [added: cash] dividend payable in the first quarter of [removed: 2024] [added: 2025] of [removed: $3.08] [added: $1.00] per share of common stock.

- [removed: Repurchased $838] [added: Increased our common stock repurchase program authorization to $6.0 billion, excluding excise taxes, and repurchased $959] million of our common stock, leaving approximately [removed: $1.6] [added: $2.7] billion available for future purchases under our common stock repurchase program at December 31, [removed: 2023.][added: 2024.]

- Our cash operating costs were [removed: $10.90] [added: $11.09] per BOE, including lease operating expenses of [removed: $5.34] [added: $5.87] per BOE, cash general and administrative expenses of [removed: $0.59] [added: $0.68] per BOE and production and ad valorem taxes and gathering, processing and transportation expenses of [removed: $4.97] [added: $4.54] per BOE.

- Our average production was [removed: 447,707] [added: 598,284] MBOE/d.

- Drilled [removed: 350] [added: 372] gross horizontal wells (including [removed: 315] [added: 342] in the Midland Basin and [removed: 35] [added: 30] in the Delaware Basin).

- Turned [removed: 310] [added: 410] gross operated horizontal wells (including [removed: 263] [added: 391] in the Midland Basin and [removed: 47] [added: 19] in the Delaware Basin) to production.

- As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 493,769] [added: 860,719] net acres, which primarily consisted of [removed: 349,707] [added: 737,181] net acres in the Midland Basin and [removed: 143,742] [added: 123,218] net acres in the Delaware Basin.

As of December 31, [removed: 2023,] [added: 2024,] we had an estimated [removed: 7,905] [added: 9,188] gross horizontal locations that we believe to be economic at $50.00 per Bbl WTI.

In addition, our publicly traded subsidiary, Viper, owns mineral interests underlying approximately [removed: 1,197,638] [added: 987,861] gross acres and [removed: 34,217] [added: 35,671] net royalty acres in the Permian Basin.

We operate approximately [removed: 49%] [added: 52%] of these net royalty acres.

- Incurred capital expenditures, excluding acquisitions, of [removed: $2.7] [added: $2.9] billion.

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

See Note 4—[Acquisitions and [removed: Divestitures](#i0d77fdad85ad4c5b80695648ad1eb956_166)] [added: Divestitures](#i053f68c8a5b54cc6914592ae094665f7_142)] in Item 8.

Financial Statements and Supplementary Data of this report for further discussion [removed: of our acquisitions and divestitures.][added: on the Tranche A Loans.]

On [removed: February 11,] [added: September 10,] 2024, we [removed: entered into] [added: completed] the [removed: Merger Agreement to acquire] Endeavor [added: Acquisition] for consideration consisting of [removed: a base cash amount of $8.0 billion,] [added: $7.3 billion in cash,] subject to [removed: adjustments under the terms of the Merger Agreement,] [added: certain customary post-closing adjustments,] and approximately 117.27 million shares of our common stock.

See Note [removed: 16—[Subsequent Events](#i0d77fdad85ad4c5b80695648ad1eb956_205)] [added: 17—[Subsequent Events](#i053f68c8a5b54cc6914592ae094665f7_178)] in Item 8.

Commodity [removed: Prices and Inflation][added: Prices]

Regional and worldwide economic activity, [removed: 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.

During [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] the NYMEX WTI prices averaged [removed: $77.60, $94.33] [added: $75.76, $77.60] and [removed: $68.11] [added: $94.33] per Bbl, respectively, and the NYMEX Henry Hub prices averaged [removed: $2.66, $6.54] [added: $2.41, $2.66] and [removed: $3.71] [added: $6.54] per MMBtu, respectively.

During [removed: 2023,] [added: 2024,] we had total capital expenditures of [removed: $2.7] [added: $2.9] billion, which was consistent with our guidance presented in November [removed: 2023.][added: 2024.]

Beginning in the first quarter of 2024, our board of directors approved a reduction to our return of capital commitment to our shareholders to at least 50% [added: (down] from [removed: 75%] [added: 75%)] of our quarterly free cash [removed: flow (as defined in “*[—](#i0d77fdad85ad4c5b80695648ad1eb956_1775)[Capital Requirements](#i0d77fdad85ad4c5b80695648ad1eb956_1775)*”).][added: flow.]

Because we [removed: will add] [added: added] debt to fund the cash portion of the Endeavor [added: Acquisition and expect to add additional debt upon completion of the pending Double Eagle] Acquisition, we are [removed: going to allocate] [added: allocating] more free cash flow to pay down our debt, with a near-term goal to [removed: get pro forma] [added: reduce] net debt [removed: below] [added: to] $10 [removed: billion through free cash flow generation and potential non-core asset sales.][added: billion.]

[removed: Our] [added: We also remain focused on our] long-term priority [removed: is] to [added: return cash to our stockholders.]

In the Midland Basin, we continued to have positive results across our core development areas located within Midland, Martin, [removed: Howard, Glasscock and] [added: Ector, Glasscock, Reagan,] Andrews [added: and Howard] counties, where development has primarily focused on drilling long-lateral, multi-well pads targeting the Spraberry and Wolfcamp formations.

Collectively, the Delaware Basin accounted for approximately [removed: 15%] [added: 5%] of our total development in [removed: 2023,] [added: 2024,] and we expect a similar portion of our total development to be focused in these areas in [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023,] [added: 2024,] we were operating [removed: 15] [added: 19] drilling rigs and four completion crews and currently intend to operate between [removed: 12] [added: 13] and [removed: 15] [added: 19] drilling rigs and between [removed: three and] four [added: and six] completion crews in [removed: 2024] [added: 2025] on average across our current acreage position in the Midland and Delaware Basins.

The following table presents our current [removed: estimates] [added: estimates, which give effect to the estimated contribution related to the pending Double Eagle Acquisition,] of certain financial and operating results for the full year of [removed: 2024,] [added: 2025,] as well as production and cash tax guidance for the first quarter of [removed: 2024:][added: 2025:]

| Net production - MBOE/d | | | [removed: 458] [added: 883] - [removed: 466] [added: 909] | | |

| Oil production - MBO/d | | | [removed: 270] [added: 485] - [removed: 275] [added: 498] | | |

| Lease operating expenses, including workovers | | | [removed: $6.00] [added: $5.90] - [removed: $6.50] [added: $6.30] | | |

| General and administrative expenses - cash | | | [removed: $0.55] [added: $0.60] - [removed: $0.65] [added: $0.75] | | |

| Non-cash stock-based compensation | | | [removed: $0.40] [added: $0.25] - [removed: $0.50] [added: $0.35] | | |

| Depreciation, depletion, amortization and accretion | | | [removed: $10.50] [added: $14.00] - [removed: $11.50] [added: $15.00] | | |

Risk Factors](#i053f68c8a5b54cc6914592ae094665f7_25)* *and* *[Cautionary Statement Regarding Forward-Looking Statements](#i053f68c8a5b54cc6914592ae094665f7_16)* *of this report.*

- Issued the April 2024 Notes for an aggregate of $5.5 billion in proceeds and incurred $1.0 billion in initial borrowings under the Tranche A Loans (as defined below in “—*[Transactions and Recent Developments](#i053f68c8a5b54cc6914592ae094665f7_58)*”) to fund a portion of the cash consideration for the Endeavor Acquisition.

2025 Transactions

*Pending Double Eagle Acquisition*

On February 14, 2025, we entered into a definitive securities purchase agreement with Double Eagle to effect the pending Double Eagle Acquisition for consideration of $3.0 billion in cash and approximately 6.9 million shares of our common stock, subject to customary adjustments.

The pending Double Eagle Acquisition consists of approximately 67,700 gross (40,000 net) acres, which are primarily located in the Midland Basin, and approximately 407 gross (342 net) horizontal locations in primary development targets.

We intend to fund the cash portion of the pending Double Eagle Acquisition through a combination of cash on hand, borrowings under our credit facility or proceeds from term loans and senior notes offerings.

The pending Double Eagle Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approval.

*Viper 2025 Equity Offering*

On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of its Class A common stock (the “Viper 2025 Equity Offering”), which included 3.70 million shares issued pursuant to an option to purchase additional shares of its Class A common stock granted to the underwriters at a price to the public of $44.50 per share.

Viper received total net proceeds for the Viper 2025 Equity Offering of approximately $1.2 billion after the underwriters’ discount and estimated transaction costs.

*Pending 2025 Drop Down Transaction*

On January 30, 2025, EER LP and the Endeavor Subsidiaries, each of which is our subsidiary, entered into a definitive equity purchase agreement with Viper and Viper LLC to divest the Endeavor Subsidiaries to Viper in exchange for consideration consisting of (i) $1.0 billion in cash and (ii) the issuance of 69.63 million Viper LLC units and an equal number of shares of Viper’s Class B common stock (which securities are exchangeable for an equal number of Viper’s Class A common stock), in each case subject to customary closing adjustments, including for net title benefits.

The pending 2025 Drop Down is expected to close in the second quarter of 2025, subject to the approval by Viper’s stockholders, regulatory clearance and the satisfaction or waiver of other closing conditions.

Viper intends to fund the cash consideration for the pending 2025 Drop Down with the net proceeds from the Viper 2025 Equity Offering discussed above.

The mineral and royalty interests owned by the Endeavor Subsidiaries being divested in the pending 2025 Drop Down represent approximately 22,847 net royalty acres located primarily in the Permian Basin.

The Endeavor Subsidiaries being sold in the pending 2025 Drop Down were acquired by us in the recently completed Endeavor Acquisition.

Financial Statements and Supplementary Data of this report for further discussion of the pending Double Eagle Acquisition, the Viper 2025 Equity Offering and the pending 2025 Drop Down.

2024 Diamondback Acquisitions and Divestitures

The Endeavor Acquisition included approximately 500,849 gross (361,927 net) acres, which are primarily located in the Permian Basin.

The cash consideration for the Endeavor Acquisition was funded through a combination of cash on hand, the net proceeds of the Company’s $5.5 billion April 2024 Senior Notes offering and $1.0 billion in borrowings under the Tranche A Loans (as defined and discussed below).

See Note 5—[Endeavor Energy Resources, LP Acquisition](#i053f68c8a5b54cc6914592ae094665f7_1776) in Item 8.

*TRP Energy, LLC Asset Exchange*

On December 20, 2024, we completed an exchange agreement with TRP Energy, LLC (“TRP”), in which we exchanged approximately 47,034 gross (35,673 net) acres located in the Delaware Basin and $325 million in cash, subject to customary post-closing adjustments, for certain of TRP’s assets consisting of approximately 21,582 gross (15,421 net) acres located in the Midland Basin (the “TRP Exchange”).

The TRP Exchange was valued at approximately $1.4 billion.

*WTG Midstream Transaction*

On July 15, 2024, Remuda Midstream Holdings LLC, (the “WTG joint venture”) sold its WTG Midstream LLC subsidiary (the “WTG Midstream Transaction”), resulting in proceeds to us of 10.1 million common units of Energy Transfer LP and $190 million in cash, subject to customary closing adjustments.

At the closing of the WTG Midstream Transaction, the value attributable to us for the 10.1 million common units was approximately $135 million, of which we received approximately $81 million with the remaining $54 million held in escrow pursuant to an escrow agreement entered into by the WTG joint venture.

A gain of approximately $74 million was recognized for the WTG Transaction in the third quarter of 2024.

2024 Viper Acquisitions

*Viper Tumbleweed Acquisitions*

On October 1, 2024, Viper and Viper LLC completed the Viper TWR Acquisition, for which the consideration consisted of approximately (i) $464 million in cash, (ii) 10.09 million Viper LLC units, including transaction costs and certain customary post-closing adjustments, (iii) the TWR Class B Option, and (iv) contingent cash consideration of up to $41 million payable in January of 2026.

The mineral and royalty interests acquired in the Viper TWR Acquisition represent approximately 3,067 net royalty acres located primarily in the Permian Basin.

On September 3, 2024 Viper and Viper LLC acquired all of the issued and outstanding equity interests in Tumbleweed-Q Royalties, LLC (i) the Viper Q Acquisition for a purchase price of approximately $114 million in cash, including transaction costs and certain customary post-closing adjustments, and a contingent cash consideration of up to $5 million payable in January of 2026, and (ii) MC TWR Royalties, LP and MC TWR Intermediate, LLC the Viper M Acquisition for a purchase price of approximately $76 million in cash, including transaction costs and certain customary post-closing adjustments, and a contingent cash consideration of up to $4 million payable in January of 2026.

The mineral and royalty interests acquired in the Viper Q & M Acquisitions, represent approximately 406 and 267 net royalty acres located primarily in the Permian Basin, respectively.

Financial Statements and Supplementary Data of this report for further discussion of the TRP Exchange, the Viper Tumbleweed Acquisitions and the WTG Midstream Transaction.

2024 Capital Transactions

*Viper 2024 Equity Offering*

On September 13, 2024, Viper completed an underwritten public offering of approximately 11.5 million shares of its Class A common stock at a price to the public of $42.50 per share for total net proceeds to Viper of approximately $476 million (the “Viper 2024 Equity Offering”).

Financial Statements and Supplementary Data of this report for further discussion of the Viper 2024 Equity Offering.

- 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.

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.

On January 31, 2023, we closed on the Lario Acquisition, which included approximately 25,000 gross (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 post-closing adjustments.

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 April 28, 2023, we divested non-core assets with an unrelated third-party buyer consisting of approximately 19,000 net acres in Glasscock County for total consideration of $269 million, including customary post-closing adjustments.

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.

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 2023 that was included in “Other income (expense), net” on the consolidated statement of operations.

Recent Developments

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.

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

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

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.

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.

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.

Should commodity prices weaken, we intend to act responsibly and, consistent with our prior practices, reduce capital spending.

If commodity prices strengthen, we intend to maintain flat oil production, pay down indebtedness and return cash to our stockholders.

Environmental Responsibility Initiatives and Highlights

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.

In May 2022, we announced our 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, 2023, we had installed CEMS that cover approximately 96% of our operated oil production.

In September 2021, we announced our near-term goal to end routine flaring (as defined by the World Bank) by 2025 and a near-term target to source over 65% of our water used for drilling and completion operations from recycled sources by 2025.

For the full year ended 2023, we flared approximately 3.4% of our gross natural gas production and sourced approximately 73% of our water used for drilling and completion operations from recycled sources.

In February 2021, we announced significant enhancements to our commitment to environmental, social responsibility and governance, or ESG, performance and disclosure, including Scope 1 and methane emission intensity reduction targets.

Our goals include the reduction of our Scope 1 greenhouse gas intensity by at least 50% and methane intensity by at least 70%, in each case by 2024 from the 2019 levels.

To further underscore our commitment to carbon neutrality, we have also implemented our “Net Zero Now” initiative under which, effective January 1, 2021, we strive to produce every hydrocarbon molecule with zero net Scope 1 emissions.

To the extent our greenhouse gas and methane intensity targets do not eliminate our carbon footprint, we have purchased carbon credits to offset the remaining emissions.

ESG metrics represent 25% of our annual short-term incentive compensation plan to motivate our executives and our employees to advance our environmental responsibility goals.

2024 Guidance

| | | | 2024 Guidance | | |

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

| Q1 2024 cash taxes (in millions) | | | $150 - $190 | | |

| | | | 2023 | | | | | | 2022 | | |

Our oil, natural gas and natural gas liquids revenues decreased by approximately $1.3 billion, or 14%, to $8.2 billion for the year ended December 31, 2023 from $9.6 billion for the year ended December 31, 2022, primarily due to a reduction of $3.0 billion attributable to lower average prices received for our oil production and to a lesser extent, our natural gas and natural gas liquids production.

Pricing for oil and natural gas production [removed: has been] [added: can be] volatile and [removed: unpredictable for several years.][added: unpredictable.]

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

At December 31, [removed: 2023,] [added: 2024,] we had a net [removed: liability commodity derivative position] [added: asset] of [removed: $27] [added: $145] million related to our commodity price risk derivatives.

Utilizing actual [removed: derivative] contractual volumes under our commodity price derivatives as of December 31, [removed: 2023,] [added: 2024,] a 10% increase in forward curves associated with the underlying commodity would have decreased the net [removed: liability] [added: asset] position by [removed: $10] [added: $15] million to [removed: $17] [added: $130] million, while a 10% decrease in forward curves associated with the underlying commodity would have increased the net [removed: liability] [added: asset] derivative position by [removed: $10] [added: $36] million to [removed: $37] [added: $181] million.

However, any cash derivative gain or loss [removed: would] [added: may] be substantially offset by a decrease or increase, respectively, in the actual sales value of production covered by the derivative instrument.

For additional information on our open commodity derivative instruments at December 31, [removed: 2023,] [added: 2024,] see Note [removed: 12—[Derivatives](#i0d77fdad85ad4c5b80695648ad1eb956_190)] [added: 13—[Derivatives](#i053f68c8a5b54cc6914592ae094665f7_166)] in 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: $654 million] [added: $1.4 billion] at December 31, [removed: 2023),] [added: 2024),] and to a lesser extent, receivables resulting from joint interest receivables (approximately [removed: $122] [added: $188] million at December 31, [removed: 2023).][added: 2024).]

Joint [removed: operations] [added: interest] receivables arise from billings to entities that own partial interests in [removed: the] wells we operate.

We are subject to market risk exposure related to changes in interest rates on our indebtedness under our revolving credit [removed: facilities] [added: facilities, Tranche A Loans] and changes in the fair value of our fixed rate debt.

At December 31, [removed: 2023,] [added: 2024,] 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 [removed: level.][added: level for both our revolving credit facilities and Tranche A Loans.]

The pricing level depends on certain rating agencies’ ratings of our long-term senior [removed: unsecure] [added: unsecured] debt.

For additional information on our variable interest rate debt at December 31, [removed: 2023,] [added: 2024,] see Note [removed: 8—[Debt](#i0d77fdad85ad4c5b80695648ad1eb956_178)] [added: 9—[Debt](#i053f68c8a5b54cc6914592ae094665f7_154)] in Item 8.

At December 31, [removed: 2023,] [added: 2024,] we have interest rate swap agreements for a notional amount of [removed: $1.2 billion] [added: $900 million] 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 [removed: three month] [added: three-month] SOFR plus 2.1865% and receive a fixed interest rate of 3.50% from our counterparties.

At December 31, [removed: 2023,] [added: 2024,] our receive-fixed, pay-variable interest rate swaps were in a net liability position of [removed: $163] [added: $124] million, and the weighted average variable rate was [removed: 5.86%.][added: 6.43%.]

For additional information on our interest rate swaps, see Note [removed: 12—[Derivatives](#i0d77fdad85ad4c5b80695648ad1eb956_190)] [added: 13—[Derivatives](#i053f68c8a5b54cc6914592ae094665f7_166)] in Item 8.

We cannot predict events, including the outcome of the war in Ukraine and the Israel-Hamas war, along with other conflicts in the Middle East, changes in interest rates and inflation and global supply chain disruptions, that may lead to future price volatility.

We are obligated to pay a quarterly commitment fee ranging from 0.125% to 0.325% per year on the unused portion of the commitment for our revolving credit facilities.

For our Tranche A Loans, we are obligated to pay a quarterly commitment fee equal to 0.125% per year on the aggregate principal amount of the commitments.

For additional information regarding environmental matters, see Note [removed: 15—[Commitments] [added: 16—[Commitments] and [removed: Contingencies](#i0d77fdad85ad4c5b80695648ad1eb956_199)] [added: Contingencies](#i053f68c8a5b54cc6914592ae094665f7_175)] in Item 8.

Diamondback has elected to use a $1 million threshold for disclosing certain environmental proceedings to which a federal, state or local governmental authority is a party.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, [removed: 2023] [added: 2024] was approximately [removed: $23.4] [added: $35.5] billion.

As of February [removed: 16, 2024, 178,446,583] [added: 21, 2025, 289,440,898] shares of the registrant’s common stock were outstanding.

Portions of Diamondback Energy, Inc.’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2023][added: 2024]

| [Glossary of Oil and Natural Gas [removed: Terms](#i0d77fdad85ad4c5b80695648ad1eb956_10)] [added: Terms](#i053f68c8a5b54cc6914592ae094665f7_10)] | | | [removed: [ii](#i0d77fdad85ad4c5b80695648ad1eb956_10)] [added: [ii](#i053f68c8a5b54cc6914592ae094665f7_10)] | | |

| [Glossary of Certain Other [removed: Terms](#i0d77fdad85ad4c5b80695648ad1eb956_13)] [added: Terms](#i053f68c8a5b54cc6914592ae094665f7_13)] | | | [removed: [iv](#i0d77fdad85ad4c5b80695648ad1eb956_13)] [added: [iv](#i053f68c8a5b54cc6914592ae094665f7_13)] | | |

| [Cautionary Statement Regarding Forward-Looking [removed: Statements](#i0d77fdad85ad4c5b80695648ad1eb956_16)] [added: Statements](#i053f68c8a5b54cc6914592ae094665f7_16)] | | | [removed: [v](#i0d77fdad85ad4c5b80695648ad1eb956_16)] [added: [v](#i053f68c8a5b54cc6914592ae094665f7_16)] | | |

| [Items 1 and 2. Business and [removed: Properties](#i0d77fdad85ad4c5b80695648ad1eb956_22)] [added: Properties](#i053f68c8a5b54cc6914592ae094665f7_22)] | | | [removed: [1](#i0d77fdad85ad4c5b80695648ad1eb956_22)] [added: [1](#i053f68c8a5b54cc6914592ae094665f7_22)] | | |

| [Item 1A. Risk [removed: Factors](#i0d77fdad85ad4c5b80695648ad1eb956_25)] [added: Factors](#i053f68c8a5b54cc6914592ae094665f7_25)] | | | [removed: [22](#i0d77fdad85ad4c5b80695648ad1eb956_25)] [added: [23](#i053f68c8a5b54cc6914592ae094665f7_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i0d77fdad85ad4c5b80695648ad1eb956_28)] [added: Comments](#i053f68c8a5b54cc6914592ae094665f7_28)] | | | [removed: [44](#i0d77fdad85ad4c5b80695648ad1eb956_28)] [added: [42](#i053f68c8a5b54cc6914592ae094665f7_28)] | | |

| [Item 1C. [removed: Cybersecurity](#i0d77fdad85ad4c5b80695648ad1eb956_31)] [added: Cybersecurity](#i053f68c8a5b54cc6914592ae094665f7_31)] | | | [removed: [44](#i0d77fdad85ad4c5b80695648ad1eb956_31)] [added: [42](#i053f68c8a5b54cc6914592ae094665f7_31)] | | |

| [Item 3. Legal [removed: Proceedings](#i0d77fdad85ad4c5b80695648ad1eb956_34)] [added: Proceedings](#i053f68c8a5b54cc6914592ae094665f7_34)] | | | [removed: [45](#i0d77fdad85ad4c5b80695648ad1eb956_34)] [added: [44](#i053f68c8a5b54cc6914592ae094665f7_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i0d77fdad85ad4c5b80695648ad1eb956_37)] [added: Disclosures](#i053f68c8a5b54cc6914592ae094665f7_37)] | | | [removed: [45](#i0d77fdad85ad4c5b80695648ad1eb956_37)] [added: [44](#i053f68c8a5b54cc6914592ae094665f7_37)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0d77fdad85ad4c5b80695648ad1eb956_43)] [added: Securities](#i053f68c8a5b54cc6914592ae094665f7_43)] | | | [removed: [46](#i0d77fdad85ad4c5b80695648ad1eb956_43)] [added: [45](#i053f68c8a5b54cc6914592ae094665f7_43)] | | |

| [Item 6. [removed: \[RESERVED\]](#i0d77fdad85ad4c5b80695648ad1eb956_46)] [added: \[RESERVED\]](#i053f68c8a5b54cc6914592ae094665f7_46)] | | | [removed: [47](#i0d77fdad85ad4c5b80695648ad1eb956_46)] [added: [46](#i053f68c8a5b54cc6914592ae094665f7_46)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0d77fdad85ad4c5b80695648ad1eb956_49)] [added: Operations](#i053f68c8a5b54cc6914592ae094665f7_49)] | | | [removed: [48](#i0d77fdad85ad4c5b80695648ad1eb956_49)] [added: [47](#i053f68c8a5b54cc6914592ae094665f7_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i0d77fdad85ad4c5b80695648ad1eb956_76)] [added: Risk](#i053f68c8a5b54cc6914592ae094665f7_100)] | | | [removed: [64](#i0d77fdad85ad4c5b80695648ad1eb956_76)] [added: [64](#i053f68c8a5b54cc6914592ae094665f7_100)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i0d77fdad85ad4c5b80695648ad1eb956_82)] [added: Data](#i053f68c8a5b54cc6914592ae094665f7_106)] | | | [removed: [65](#i0d77fdad85ad4c5b80695648ad1eb956_82)] [added: [66](#i053f68c8a5b54cc6914592ae094665f7_106)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0d77fdad85ad4c5b80695648ad1eb956_85)] [added: Disclosure](#i053f68c8a5b54cc6914592ae094665f7_187)] | | | [removed: [121](#i0d77fdad85ad4c5b80695648ad1eb956_85)] [added: [123](#i053f68c8a5b54cc6914592ae094665f7_187)] | | |

| [Item 9A. Controls and [removed: Procedures](#i0d77fdad85ad4c5b80695648ad1eb956_88)] [added: Procedures](#i053f68c8a5b54cc6914592ae094665f7_190)] | | | [removed: [121](#i0d77fdad85ad4c5b80695648ad1eb956_88)] [added: [123](#i053f68c8a5b54cc6914592ae094665f7_190)] | | |

| [Item 9B. Other [removed: Information](#i0d77fdad85ad4c5b80695648ad1eb956_97)] [added: Information](#i053f68c8a5b54cc6914592ae094665f7_199)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_97)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_199)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0d77fdad85ad4c5b80695648ad1eb956_100)] [added: Inspections](#i053f68c8a5b54cc6914592ae094665f7_202)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_100)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_202)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i0d77fdad85ad4c5b80695648ad1eb956_106)] [added: Governance](#i053f68c8a5b54cc6914592ae094665f7_208)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_106)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_208)] | | |

| [Item 11. Executive [removed: Compensation](#i0d77fdad85ad4c5b80695648ad1eb956_109)] [added: Compensation](#i053f68c8a5b54cc6914592ae094665f7_211)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_109)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_211)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0d77fdad85ad4c5b80695648ad1eb956_112)] [added: Matters](#i053f68c8a5b54cc6914592ae094665f7_214)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_112)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_214)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i0d77fdad85ad4c5b80695648ad1eb956_115)] [added: Independence](#i053f68c8a5b54cc6914592ae094665f7_217)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_115)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_217)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i0d77fdad85ad4c5b80695648ad1eb956_118)] [added: Services](#i053f68c8a5b54cc6914592ae094665f7_220)] | | | [removed: [123](#i0d77fdad85ad4c5b80695648ad1eb956_118)] [added: [126](#i053f68c8a5b54cc6914592ae094665f7_220)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i0d77fdad85ad4c5b80695648ad1eb956_124)] [added: Schedules](#i053f68c8a5b54cc6914592ae094665f7_226)] | | | [removed: [124](#i0d77fdad85ad4c5b80695648ad1eb956_124)] [added: [127](#i053f68c8a5b54cc6914592ae094665f7_226)] | | |

| [Item 16. Form 10-K [removed: Summary](#i0d77fdad85ad4c5b80695648ad1eb956_127)] [added: Summary](#i053f68c8a5b54cc6914592ae094665f7_229)] | | | [removed: [128](#i0d77fdad85ad4c5b80695648ad1eb956_127)] [added: [132](#i053f68c8a5b54cc6914592ae094665f7_229)] | | |

| BO/d | | | One [removed: BO] [added: barrel of crude oil] per day. | | |

| BOE | | | One barrel of [added: crude] oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil. | | |

| BOE/d | | | Barrels of [added: crude] oil equivalent per day. | | |

| Developed acreage | | | Acreage [added: allocated or] assignable to productive wells. | | |

| Horizontal drilling | | | A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle [removed: with] [added: within] a specified interval. | | |

| MBbls | | | One thousand barrels of crude oil [removed: or] [added: and] other liquid hydrocarbons. | | |

| Net revenue interest | | | An owner’s interest in the revenues of a well after deducting proceeds allocated to [removed: royalty and] [added: royalty,] overriding [removed: interests.] [added: interests and other burdens.] | | |

| Net royalty acres | | | [removed: Gross acreage] [added: Net mineral acres] multiplied by the average [added: lease] royalty [removed: interest.] [added: interest and other burdens.] | | |

| Play [added: or Resource play] | | | A set of discovered or prospective oil and/or natural gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, reservoir structure, timing, trapping mechanism and hydrocarbon type. | | |

| Plugging and abandonment | | | Refers to the sealing off of fluids in the [removed: strata] [added: reservoir] penetrated by a well so that the fluids from one [removed: stratum] [added: reservoir] will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells. | | |

| [PART I](#i053f68c8a5b54cc6914592ae094665f7_19) | | | | | |

| [PART II](#i053f68c8a5b54cc6914592ae094665f7_40) | | | | | |

| [PART III](#i053f68c8a5b54cc6914592ae094665f7_205) | | | | | |

| [PART IV](#i053f68c8a5b54cc6914592ae094665f7_223) | | | | | |

| [Signatures](#i053f68c8a5b54cc6914592ae094665f7_232) | | | [133](#i053f68c8a5b54cc6914592ae094665f7_232) | | |

| Standardized measure | | | The present value of estimated future net revenue to be generated from the production of proved reserves, determined in accordance with the rules and regulations of the SEC (using prices and costs in effect as of the date of estimation), less future development, production and income tax expenses, and discounted at 10% per annum to reflect the timing of future net revenue. | | |

| Wellbore | | | The hole drilled by the bit that is equipped for oil or natural gas production on a completed well. | | |

| OPEC | | | Organization of the Petroleum Exporting Countries. | | |

| OSHA | | | Federal Occupational Safety and Health Act. | | |

Diamondback Acquisition and Divestiture

The Endeavor Acquisition included approximately 500,849 gross (361,927 net) acres, which are primarily located in the Permian Basin.

See Note 5—[Endeavor Energy Resources, LP Acquisition](#i053f68c8a5b54cc6914592ae094665f7_1776) in Item 8.

*Pending Double Eagle Acquisition*

On February 14, 2025, we entered into a definitive securities purchase agreement with Double Eagle IV Midco, LCC (“Double Eagle”), to acquire all of the issued and outstanding interests of DE Permian, LLC, DE IV Combo, LLC, and DE IV Operating, LLC, each of which are wholly owned subsidiaries of Double Eagle (the “Double Eagle Acquisition”) for consideration consisting of $3.0 billion in cash and approximately 6.9 million shares of our common stock, subject to customary adjustments.

The pending Double Eagle Acquisition consists of approximately 67,700 gross (40,000 net) acres, which are primarily located in the Midland Basin, and approximately 407 gross (342 net) horizontal locations in primary development targets.

The pending Double Eagle Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approval.

*Pending 2025 Drop Down Transaction*

On January 30, 2025, Endeavor Energy Resources, LP (“EER LP”) and 1979 Royalties, LP and 1979 Royalties GP, LLC (collectively, the “Endeavor Subsidiaries”), each of which is our subsidiary, entered into a definitive equity purchase agreement with Viper and Viper LLC to divest the Endeavor Subsidiaries from EER LP to Viper in exchange for consideration consisting of (i) $1.0 billion in cash and (ii) the issuance of 69.63 million Viper LLC units and an equal number of shares of Viper’s Class B common stock, in each case subject to customary closing adjustments, including, among other things, for net title benefits (such transaction, the “pending 2025 Drop Down”).

The pending 2025 Drop Down is expected to close in the second quarter of 2025, subject to certain conditions.

Financial Statements and Supplementary Data of this report for further discussion of the pending Double Eagle Acquisition and the pending 2025 Drop Down.

Viper Acquisitions

*Viper Tumbleweed Acquisitions*

In September and October of 2024, Viper completed a series of related acquisitions including the Viper TWR Acquisition, the Viper Q Acquisition and the Viper M Acquisition, collectively the (“Viper Tumbleweed Acquisitions”) as defined and discussed below.

On October 1, 2024 Viper acquired all of the issued and outstanding equity interests in TWR IV, LLC and TWR IV SellCo, LLC from Tumbleweed Royalty IV, LLC (“TWR IV”) and TWR IV SellCo Parent, LLC (the “Viper TWR Acquisition”).

The Viper TWR Acquisition consideration consisted of approximately (i) $464 million in cash, (ii) 10.09 million Viper LLC units, including transaction costs and certain customary post-closing adjustments, (iii) an option for TWR IV to acquire up to 10.09 million shares of Viper’s Class B Common Stock (the “TWR Class B Option”), and (iv) contingent cash consideration of up to $41 million, payable in January of 2026.

The mineral and royalty interests acquired in the Viper TWR Acquisition represent approximately 3,067 net royalty acres located primarily in the Permian Basin.

On September 3, 2024 Viper acquired all of the issued and outstanding equity interests in (i) Tumbleweed-Q Royalties, LLC (the “Viper Q Acquisition”) for a purchase price of $114 million in cash, including transaction costs and certain customary post-closing adjustments, and contingent cash consideration of up to $5 million payable in January of 2026, and (ii) MC TWR Royalties, LP and MC TWR Intermediate, LLC (the “Viper M Acquisition” and together with the Viper Q Acquisition, the ”Viper Q & M Acquisitions”) for a purchase price of $76 million in cash, including transaction costs and certain customary post-closing adjustments, and contingent cash consideration of up to $4 million payable in January of 2026.

The mineral and royalty interests acquired in the Viper Q & M Acquisitions represent approximately 406 and 267 net royalty acres located primarily in the Permian Basin, respectively.

We expect to continue to exercise capital discipline, with a focus on capital efficiency over volume growth, and after giving effect to the pending Double Eagle Acquisition, plan to spend between $3.80 billion and $4.20 billion in 2025.

The successful execution of the Endeavor Acquisition has further strengthened our existing operating experience and has begun to deliver operational synergies ahead of schedule, and we expect to enhance our existing inventory and achieve additional synergies from our pending Double Eagle Acquisition.

Additionally, we have a near-term target of reducing our net debt (which we define as total debt, excluding debt issuance costs, discounts, premiums and unamortized basis adjustments, less cash and cash equivalents) to $10 billion and a long-term target of maintaining our net debt between $6 billion and $8 billion, and, to that end, have announced our commitment to sell at least $1.5 billion of our non-core assets to accelerate debt reduction and maintain a strong balance sheet.

This data facilitates the evaluation of

We expect that this multi-year inventory will be further enhanced through our pending Double Eagle Acquisition once completed.

| | | | | | |

| Midland | | | 5,304 | | |

| Delaware | | | 919 | | |

| Other | | | 367 | | |

| Total(1) | | | 6,590 | | |

| | | | | | |

| | | | | | |

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

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

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

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

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

| MMcf/d | | | Million cubic feet of natural gas per day. | | |

| Resource play | | | A set of discovered or prospective oil and/or natural gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, reservoir structure, timing, trapping mechanism and hydrocarbon type. | | |

| Wells Fargo | | | Wells Fargo Bank, National Association. | | |

*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.

*Lario Acquisition*

On January 31, 2023, we closed on the acquisition of all leasehold interests and related assets of Lario Permian, LLC, a wholly owned subsidiary of Lario Oil and Gas Company, and certain associated sellers (collectively “Lario”), which included approximately 25,000 gross (16,000 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 consideration, including certain customary post-closing adjustments.

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.

Financial Statements and Supplementary Data and [Item 1A.

We expect to continue to exercise capital discipline and plan to spend between $2.30 billion and $2.55 billion in 2024, with the goal of maintaining flat production throughout the year with less capital and activity than 2023.

This capital range accounts for the inflationary pressures we expect to see in 2024.

recovery and reduce completion costs.

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 2020 levels by 2030.

We retain the ability to increase or

| | | | | | | | | |

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

| Midland | | | | | | 2,455 | | |

| Delaware | | | | | | 860 | | |

| Total(1) | | | | | | 3,356 | | |

Equity Method Investments

As of December 31, 2023, we owned interests in the following significant equity method investments:

- a 10% equity interest in EPIC Crude Holdings LP, which owns and operates a long-haul crude oil pipeline from the Permian Basin and the Eagle Ford Shale to Corpus Christi, Texas that is capable of transporting approximately 600,000 Bbl/d.

- a 4% equity interest in Wink to Webster Pipeline LLC, which owns and operates a crude oil pipeline that is capable of transporting approximately 1,000,000 Bbl/d from origin points at Wink and Midland in the Permian Basin for delivery to multiple Houston area locations.

- a 25% equity interest in Remuda Midstream Holdings LLC, which we refer to as the WTG joint venture, which owns and operates an interconnected gas gathering system and seven major gas processing plants servicing the Midland Basin with 1,300 MMcf/d of total processing capacity with additional gas gathering and processing expansions planned.

- a 10% equity interest in BANGL LLC, which we refer to as the BANGL joint venture.

The BANGL pipeline, which began full commercial service in the fourth quarter of 2021, provides NGL takeaway capacity from the MPLX and WTG gas processing plants in the Permian Basin to the NGL fractionation hub in Sweeny, Texas and has expansion capacity of up to 300,000 Bbl/d.

- a 30% equity interest in Deep Blue, which owns and operates an integrated midstream water infrastructure network with over 800 miles of gathering and redelivery pipelines for gathering, transport, disposal and reuse throughout the Midland Basin.

[removed: 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.

- risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT [removed: environment;][added: and operational technology, or OT, environments;]

- security tools deployed in the IT [removed: environment] [added: and OT environments] for protection against and monitoring for suspicious activity;

- a third-party risk management process for service providers, [removed: suppliers,] [added: suppliers] and vendors.

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

The [added: Senior] 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 [added: Senior] 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.

Board members receive presentations on cybersecurity topics from the [added: Senior] 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 [added: Senior] Vice President and Chief Information Officer.

Our cybersecurity governance program also includes processes to assess cybersecurity risks related to third-party [removed: vendors] [added: service providers, suppliers] and [removed: suppliers.][added: vendors.]

[removed: See, however, [Ite](#i0d77fdad85ad4c5b80695648ad1eb956_25)[m 1](#i0d77fdad85ad4c5b80695648ad1eb956_25)[A.](#i0d77fdad85ad4c5b80695648ad1eb956_25) [Risk Factors](#i0d77fdad85ad4c5b80695648ad1eb956_25)] [added: Risk Factors](#i053f68c8a5b54cc6914592ae094665f7_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.

Our cybersecurity program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity

Our management team takes steps to remain informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including third-party consultants engaged by us; and alerts and reports produced by security tools deployed in our IT and OT environments.

While our board of directors is ultimately responsible for enterprise-wide risk oversight, the board’s committees assist the board in fulfilling its oversight responsibilities in certain areas of risk.

In particular, the board’s audit committee is responsible, among other things, for risk management relating to legal and regulatory requirements, including cybersecurity, which plays an integral role in our risk management strategy and continues to be an area of increasing focus for our board, the audit committee and our management team.

Our vendor management process may include reviewing the cybersecurity practices of such provider, contractually imposing obligations on the provider, conducting security assessments and conducting periodic reassessments during their engagement.

See, however, [Item 1A.

There were [removed: 5,207] [added: 4,721] holders of record of our common stock on February [removed: 16, 2024.][added: 21, 2025.]

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% [added: (down] from [removed: 75%] [added: 75%)] of our quarterly free cash flow through repurchases under our share repurchase program, base dividends and variable [removed: dividends.][added: dividends to facilitate the repayment of indebtedness incurred in connection with the Endeavor Acquisition.]

Our common stock repurchase activity for the three months ended December 31, [removed: 2023] [added: 2024] was as follows:

(1)Includes [removed: 8,495] [added: 6,454] shares of common stock repurchased from executives in order to satisfy tax withholding requirements.

(3)On [removed: July 28, 2022,] [added: September 18, 2024,] our board of directors approved an increase in our common stock repurchase program from [removed: $2.0] [added: $4.0] billion to [removed: $4.0] [added: $6.0] billion, excluding excise tax.

The graph assumes an investment of $100 on December 31, [removed: 2018,] [added: 2019,] and that all dividends were reinvested.

[removed: ][added: ]

| Calculated Values | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| October 1, 2024 - October 31, 2024 | | | | | | 951 | | | | | | $ | 180.35 | | | | | 944 | | | | | | $ | 2,907 | |

| November 1, 2024 - November 30, 2024 | | | | | | 443 | | | | | | $ | 177.79 | | | | | 443 | | | | | | $ | 2,828 | |

| December 1, 2024 - December 31, 2024 | | | | | | 939 | | | | | | $ | 163.06 | | | | | 939 | | | | | | $ | 2,675 | |

| Total | | | | | | 2,333 | | | | | | $ | 172.90 | | | | | 2,326 | | | | | | | | |

| Diamondback Energy, Inc. | | | $100.00 | | | | | | $54.00 | | | | | | $122.81 | | | | | | $166.41 | | | | | | $199.06 | | | | | | $219.68 | | |

| S&P 500 | | | $100.00 | | | | | | $118.39 | | | | | | $152.34 | | | | | | $124.73 | | | | | | $157.48 | | | | | | $196.85 | | |

| XOP | | | $100.00 | | | | | | $63.69 | | | | | | $106.21 | | | | | | $154.35 | | | | | | $159.83 | | | | | | $158.18 | | |

| 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 | | | | | | | | |

| 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 | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: Number](#i0d77fdad85ad4c5b80695648ad1eb956_133) 248[)](#i0d77fdad85ad4c5b80695648ad1eb956_133)] [added: Number](#i053f68c8a5b54cc6914592ae094665f7_109) 248[)](#i053f68c8a5b54cc6914592ae094665f7_109)] | | | [removed: [66](#i0d77fdad85ad4c5b80695648ad1eb956_133)] [added: [67](#i053f68c8a5b54cc6914592ae094665f7_109)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i0d77fdad85ad4c5b80695648ad1eb956_139)] [added: Sheets](#i053f68c8a5b54cc6914592ae094665f7_115)] | | | [removed: [69](#i0d77fdad85ad4c5b80695648ad1eb956_139)] [added: [70](#i053f68c8a5b54cc6914592ae094665f7_115)] | | |

| | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#i0d77fdad85ad4c5b80695648ad1eb956_145)] [added: Income](#i053f68c8a5b54cc6914592ae094665f7_121)] | | | [removed: [70](#i0d77fdad85ad4c5b80695648ad1eb956_145)] [added: [71](#i053f68c8a5b54cc6914592ae094665f7_121)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i0d77fdad85ad4c5b80695648ad1eb956_151)] [added: Flows](#i053f68c8a5b54cc6914592ae094665f7_127)] | | | [removed: [72](#i0d77fdad85ad4c5b80695648ad1eb956_151)] [added: [73](#i053f68c8a5b54cc6914592ae094665f7_127)] | | |

[removed: | | | | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#i0d77fdad85ad4c5b80695648ad1eb956_154) | | | [73](#i0d77fdad85ad4c5b80695648ad1eb956_154) | | |][added: Statements-(Continued)]

We have audited the accompanying consolidated balance sheets of Diamondback Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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 [removed: 22, 2024] [added: 26, 2025] expressed an unqualified opinion.

These [added: consolidated] financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s [added: consolidated] financial statements based on our audits.

*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 [removed: Lario’s] [added: Endeavor’s] oil and natural gas properties and [removed: GRP’s] [added: proved reserves in connection with the Viper Tumbleweed Acquisitions of] mineral and royalty interests*

As described further in Note 2 to the [added: consolidated] 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 [removed: Note] [added: Notes] 4 [added: and 5] to the [added: consolidated] financial statements, the Company acquired significant oil and natural gas properties and mineral and royalty interests during the year through the [removed: Lario] [added: Endeavor] and [removed: GRP] [added: Viper Tumbleweed] Acquisitions, respectively.

To estimate the volume of [removed: 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 [removed: 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 [removed: also] utilizes an estimated fair value pricing model in determining the corresponding value of [removed: proved] reserves.

[removed: We identified the estimation of] [added: including acquired] proved [added: and unproved] reserves [removed: attributable to oil] [added: in the Endeavor Acquisition] and [removed: natural gas properties, including] acquired proved reserves in the [removed: Lario and GRP] [added: Viper Tumbleweed] Acquisitions, due to its impact on depletion expense and acquisition accounting, as a critical audit matter.

The principal consideration for our determination that the estimation of [removed: 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 [removed: proved reserves] [added: reserves,] could have a significant impact on the measurement of depletion expense and the fair value of acquired oil and natural gas [removed: properties.][added: properties including mineral and royalty interests.]

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

- We tested the design and operating effectiveness of key controls relating to management’s estimation of [removed: proved] reserves for the purpose of [removed: estimating] [added: calculating] depletion expense and management’s estimation of the fair value of the acquired oil and natural gas properties in the [removed: Lario] [added: Endeavor] and [removed: GRP] [added: Viper Tumbleweed] Acquisitions.

- We evaluated the level of knowledge, skill, and ability of the Company’s reservoir engineering specialists and independent petroleum engineering specialists, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate the Company’s [removed: proved] reserve volumes, and read the [removed: year-end reserve] report [removed: audited by] [added: of] the [added: Company’s] independent petroleum engineering specialists.

◦Compared the estimated pricing and pricing differentials used in the reserve report to [removed: actual] realized prices related to revenue transactions recorded in the current year [removed: and examined contractual support] for the pricing differentials;

◦Assessed the reasonableness of forecasted capital expenditures by comparing drilling forecasts applied in the reserve report to [removed: recent, actual] [added: recent] drilling costs;

- Identified inputs and assumptions that were significant to the estimated fair value of the acquired oil and natural gas properties in the [removed: Lario] [added: Endeavor] and [removed: GRP] [added: Viper Tumbleweed] Acquisitions and tested management’s process of determining the significant inputs and assumptions, as follows:

◦Evaluated the appropriateness of fair value pricing, including pricing differentials, used in the fair value reserve [removed: report of proved reserves] [added: reports] by comparing the pricing forecast to published product pricing as of the acquisition closing dates and pricing differentials to actual historical realized [removed: pricing;][added: pricing of the acquired properties;]

◦Utilized a valuation specialist to evaluate [removed: whether] the [added: reasonableness of the] Company’s valuation methodology of the [removed: Lario Acquisition was reasonable and for certain] [added: Endeavor Acquisition, including testing key] inputs and [removed: assumptions, evaluated] [added: assumptions by understanding and assessing] the process used to develop the estimate [removed: and developed] [added: or through development of] an independent [removed: expectation of the estimate to evaluate its reasonableness;][added: expectation;]

◦Evaluated the appropriateness of the future operating cost and capital expenditure assumptions used in the [removed: Lario] [added: Endeavor] Acquisition fair value reserve report by comparing forecasted amounts to historical operating costs and [removed: capital expenditures of similarly located properties;][added: to recent drilling costs;]

◦Compared, on a sample basis, the working [added: interest, as applicable,] and net revenue interests used in the fair value reserve [removed: report] [added: reports] to the purchase and sale [removed: agreements;][added: agreements or historical reserve reports;]

◦Tested the accuracy of forecasted production estimates in the fair value reserve reports by comparing forecasted production amounts to the actual historical production amounts [added: and to the forecasted production in the year-end reserve report] for a sample of individual wells;

◦Applied analytical procedures on the [removed: Lario Acquisition and GRP Acquisition] fair value reserve reports’ forecasted production by comparing to the [removed: quarter-end] [added: prior year reserve reports’ forecasted production] and [removed: year-end, respectively,] [added: to the year-end] reserve reports’ forecasted production of the acquired proved properties; and

◦Compared the unproved acreage value [removed: allocated, on a per acre basis,] [added: allocated] to other recent acquisitions in the same or similar locations.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Restricted cash | | | 3 | | | | | | [removed: 7] [added: 3] | | |

| Joint interest and other, net | | | [removed: 192] [added: 198] | | | | | | [removed: 104] [added: 192] | | |

| [removed: Oil] [added: Accounts receivable - oil] and natural gas sales, net | | | [removed: 654 | | | | | | 618] [added: 659] | | |

| Income tax receivable | | | [removed: 1] [added: 9] | | | | | | [removed: 284] [added: 283] | | | [added: | | | (283) | | |]

| Inventories | | | [removed: 63 | | | | | | 67] [added: 77] | | |

| Derivative instruments | | | [removed: 17] [added: 2] | | | | | | [removed: 132] [added: 1] | | |

| Prepaid expenses and other current assets | | | [removed: 109] [added: 54] | | | | | | [removed: 23] [added: (89)] | | | [added: | | | 21 | | |]

| Total current assets | | | [removed: 1,621] [added: 2,110] | | | | | | [removed: 1,392] [added: 1,621] | | |

| | | | [Consolidated Statements of Stockholders' Equity](#i053f68c8a5b54cc6914592ae094665f7_124) | | | [72](#i053f68c8a5b54cc6914592ae094665f7_124) | | |

| | | | [Notes to Consolidated Financial Statements](#i053f68c8a5b54cc6914592ae094665f7_130) | | | [74](#i053f68c8a5b54cc6914592ae094665f7_130) | | |

| | | | [Note 1 - Description of the Business and Basis of Presentation](#i053f68c8a5b54cc6914592ae094665f7_133) | | | [74](#i053f68c8a5b54cc6914592ae094665f7_133) | | |

| | | | [Note 2 - Summary of Significant Accounting Policies](#i053f68c8a5b54cc6914592ae094665f7_136) | | | [75](#i053f68c8a5b54cc6914592ae094665f7_136) | | |

| | | | [Note 3 - Revenue from Contracts with Customers](#i053f68c8a5b54cc6914592ae094665f7_139) | | | [83](#i053f68c8a5b54cc6914592ae094665f7_139) | | |

| | | | [Note 4 - Acquisitions and Divestitures](#i053f68c8a5b54cc6914592ae094665f7_142) | | | [84](#i053f68c8a5b54cc6914592ae094665f7_142) | | |

| | | | [Note 5 - Endeavor Energy Resources, LP Acquisition](#i053f68c8a5b54cc6914592ae094665f7_1776) | | | [90](#i053f68c8a5b54cc6914592ae094665f7_1776) | | |

| | | | [Note 6 - Property and Equipment](#i053f68c8a5b54cc6914592ae094665f7_145) | | | [94](#i053f68c8a5b54cc6914592ae094665f7_145) | | |

| | | | [Note 8 - Equity Method Investments and Related Party Transactions](#i053f68c8a5b54cc6914592ae094665f7_151) | | | [95](#i053f68c8a5b54cc6914592ae094665f7_151) | | |

| | | | [Note 9 - Debt](#i053f68c8a5b54cc6914592ae094665f7_154) | | | [97](#i053f68c8a5b54cc6914592ae094665f7_154) | | |

| | | | [Note 10 - Stockholders' Equity and Earnings (Loss) Per Share](#i053f68c8a5b54cc6914592ae094665f7_157) | | | [101](#i053f68c8a5b54cc6914592ae094665f7_157) | | |

| | | | [Note 11 - Equity-Based Compensation](#i053f68c8a5b54cc6914592ae094665f7_160) | | | [103](#i053f68c8a5b54cc6914592ae094665f7_160) | | |

| | | | [Note 12 - Income Taxes](#i053f68c8a5b54cc6914592ae094665f7_163) | | | [105](#i053f68c8a5b54cc6914592ae094665f7_163) | | |

| | | | [Note 13 - Derivatives](#i053f68c8a5b54cc6914592ae094665f7_166) | | | [108](#i053f68c8a5b54cc6914592ae094665f7_166) | | |

| | | | [Note 14 - Fair Value Measurements](#i053f68c8a5b54cc6914592ae094665f7_169) | | | [111](#i053f68c8a5b54cc6914592ae094665f7_169) | | |

| | | | [Note 15 - Supplemental Information to Statements of Cash Flows](#i053f68c8a5b54cc6914592ae094665f7_172) | | | [114](#i053f68c8a5b54cc6914592ae094665f7_172) | | |

| | | | [Note 16 - Commitments and Contingencies](#i053f68c8a5b54cc6914592ae094665f7_175) | | | [114](#i053f68c8a5b54cc6914592ae094665f7_175) | | |

| | | | [Note 17 - Subsequent Events](#i053f68c8a5b54cc6914592ae094665f7_178) | | | [116](#i053f68c8a5b54cc6914592ae094665f7_178) | | |

| | | | [Note 18 - Segment Information](#i053f68c8a5b54cc6914592ae094665f7_181) | | | [117](#i053f68c8a5b54cc6914592ae094665f7_181) | | |

| | | | [Note 19 - Supplemental Information on Oil and Natural Gas Operations (Unaudited)](#i053f68c8a5b54cc6914592ae094665f7_184) | | | [117](#i053f68c8a5b54cc6914592ae094665f7_184) | | |

We identified the estimation of reserves attributable to oil and natural gas properties,

◦Evaluated the level of knowledge, skill and ability of specialists utilized by the Company to assist in the preparation of the estimates of fair value of oil and natural gas properties acquired;

◦Evaluated the appropriateness of the discount rate used in the Tumbleweed Acquisitions fair value reserve reports of proved reserves by comparing to Viper’s actual weighted average cost of capital;

| Cash and cash equivalents ($27 million and $26 million related to Viper) | | | $ | 161 | | | | | $ | 582 | |

| Oil and natural gas sales, net ($149 million and $109 million related to Viper) | | | 1,387 | | | | | | 654 | | |

| Deferred income taxes, net ($185 million and $57 million related to Viper) | | | 173 | | | | | | 45 | | |

| Long-term debt ($1,083 million and $1,083 million related to Viper) | | | 12,075 | | | | | | 6,641 | | |

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

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

| Common shares issued for acquisition | | | 117,267 | | | | | | 1 | | | | | | 20,109 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,110 | | |

| Viper LLC's units issued for acquisition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 468 | | | | | | 468 | | |

| Proceeds from partial sale of investment in Viper Energy, Inc. | | | — | | | | | | — | | | | | | 219 | | | | | | — | | | | | | — | | | | | | 197 | | | | | | 416 | | |

| Net proceeds from Viper's issuance of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 476 | | | | | | 476 | | |

| Dividends paid | | | — | | | | | | — | | | | | | — | | | | | | (1,578) | | | | | | — | | | | | | — | | | | | | (1,578) | | |

| Issuance of shares upon vesting of equity awards | | | 722 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 3,338 | | | | | | — | | | | | | 363 | | | | | | 3,701 | | |

| Balance at December 31, 2024 | | | 290,984 | | | | | | $ | 3 | | | | | $ | 33,501 | | | | | $ | 4,238 | | | | | $ | (6) | | | | | $ | 2,126 | | | | | $ | 39,862 | |

| Proceeds under term loan agreement | | | 1,000 | | | | | | — | | | | | | — | | |

| Repayments under term loan agreement | | | (100) | | | | | | — | | | | | | — | | |

| Proceeds from partial sale of investment in Viper Energy, Inc. | | | 451 | | | | | | — | | | | | | — | | |

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

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

◦Assessed operating cost inputs by comparing the forecasted amount to historical actual costs;

February 22, 2024

| | | | December 31, | | | | | | | | |

| Cash and cash equivalents | | | $ | 582 | | | | | $ | 157 | |

| Assets held for sale | | | — | | | | | | 158 | | |

| Investment in real estate, net | | | 84 | | | | | | 86 | | |

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

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

| Balance at December 31, 2020 | | | 158,088 | | | | | | $ | 2 | | | | | $ | 12,656 | | | | | $ | (3,864) | | | | | $ | — | | | | | $ | 1,010 | | | | | $ | 9,804 | |

| Issuance of common units - Viper Energy Partners LP | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 337 | | | | | | 337 | | |

| Dividend paid | | | — | | | | | | — | | | | | | — | | | | | | (312) | | | | | | — | | | | | | — | | | | | | (312) | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 2,182 | | | | | | — | | | | | | 94 | | | | | | 2,276 | | |

| Common stock issued for acquisition | | | 10,273 | | | | | | — | | | | | | 1,220 | | | | | | — | | | | | | — | | | | | | (344) | | | | | | 876 | | |

| Exercise of stock options and issuance of restricted stock units and awards | | | 718 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| Income tax receivable | | | 283 | | | | | | (283) | | | | | | 152 | | |

| Repurchased shares/units under Viper's buyback program | | | (95) | | | | | | (153) | | | | | | (94) | | |

| Financing portion of net cash received (paid) for derivative instruments | | | — | | | | | | — | | | | | | 22 | | |

Diamondback O&G LLC (“O&G”), Energen Corporation (“Energen”), Energen Resources Corporation and EGN Services, Inc., former wholly owned subsidiaries of Diamondback, were merged with and into Diamondback E&P LLC effective June 30, 2021 as part of the internal restructuring of the Company’s subsidiaries.

billings.

Investments in Real Estate

The Company has invested in certain real estate assets which are stated at cost, less accumulated depreciation and amortization.

The Company considers the period of future benefit of each respective asset to determine the appropriate useful life, and depreciation and amortization is calculated using the straight-line method over the assigned useful life.

Upon acquisition of real estate properties, the purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases.

The allocation of the purchase price is based upon the fair value of each component of the property.

Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.

Investments in real estate, excluding insignificant unamortized in-place lease and above-market lease intangibles, consist of the following:

| | | | Estimated Useful Lives | | | | | | December 31, | | | | | | | | |

| Buildings | | | 20-30 | | | | | | $ | 98 | | | | | $ | 96 | |

| Tenant improvements | | | 5 - 13 | | | | | | 5 | | | | | | 5 | | |

| Land | | | N/A | | | | | | 1 | | | | | | 1 | | |

| Land improvements | | | 5 - 15 | | | | | | 1 | | | | | | 1 | | |

| Total real estate assets | | | | | | | | | 105 | | | | | | 103 | | |

| Total investment in land and buildings, net | | | | | | | | | $ | 82 | | | | | $ | 83 | |

notes using the effective interest method.

Virtually all of the pricing provisions in the Company’s contracts are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, the quality of the oil or natural gas and the prevailing supply and demand conditions.

Under this arrangement, the Company or a third party transports the product to the delivery point and receives a specified index price from the purchaser with no deductions.

delivery point based on the price received from the purchaser.

For the years ended

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] our disclosure controls and procedures are effective.

[removed: There] [added: Except as noted above, there] have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, internal controls 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting at December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] and our report dated February [removed: 22, 2024] [added: 26, 2025] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial [removed: Reporting.][added: Reporting (“Management’s Report”).]

Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Endeavor Acquisition on September 10, 2024.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

The Company is in the process of integrating Endeavor’s and our internal controls over financial reporting.

As a result of these integration activities, certain controls will be evaluated and may be changed.

Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Endeavor Acquisition on September 10, 2024.

The total assets and revenues of Endeavor represent approximately 54% and 16% of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Endeavor Energy Resources, LP, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 54 and 16 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report, Endeavor Energy Resources, LP was acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Endeavor Energy Resources, LP.

February 26, 2025

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

February 22, 2024

None of the Company’s [added: other] 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, [removed: 2023.][added: 2024.]

On December 3, 2024, Charles A.

Meloy, a member of the board of directors of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c), as amended.

The plan relates to the sale of up to 110,000 shares of our common stock between March 10, 2025, and September 10, 2025.

The shares covered by this plan include shares of common stock currently held by Wolfrock Energy, L.L.C., a Texas limited liability company of which Mr. Meloy is the sole manager and has voting and dispositive power over the shares of common stock.

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

| *3. Exhibits* | | | [removed: | | | | | |]

| 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](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] [added: by] the [added: Company with the] SEC on May 16, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000119312522151938/d338417dex21.htm) | | |

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

| [removed: 3.2] [added: 3.3] | | | | | | [removed: [Fourth](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex32-6x14x23.htm) [Amended] [added: [Fifth Amended] and Restated Bylaws of the [removed: Company] [added: Company, adopted as of September 18, 2024] (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on [removed: June 14, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/diamondbackex32-6x14x23.htm)] [added: September 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124041466/ef20035944_ex3-1.htm)] | | |

| 4.1* | | | | | | [removed: [D](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback2023xex41x2x22x.htm)[escription] [added: [Description] of the [removed: 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)] [added: Company’s Securities](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex41.htm)[.](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex41.htm)] | | |

| 4.2 | | | | | | [Specimen certificate for shares of common stock, par value $0.01 per share, of the Company (incorporated by reference to Exhibit 4.1 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, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1539838/000119312512360997/d295327dex41.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1539838/000119312512360997/d295327dex41.htm)] | | |

| 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](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [5.375%] [added: of 5.375%] Senior Notes due 2027) (incorporated by reference to Exhibit 4.1 [removed: 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] [added: of the Current] Report on Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [of] [added: 8-K of] Viper Energy, Inc., as successor issuer to Viper Energy Partners [removed: LP](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm) [(File] [added: LP (File] 001-36505) filed on October 17, 2019).](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.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 [removed: 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)] [added: October 25, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm)] | | |

| 4.13 | | | | | | [Subordinated Promissory Note, dated as of October 16, [removed: 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] [added: 2019, made 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, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex10-2.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex10-2.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 [removed: 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] [added: 10.1 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 25, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex101-10x25x23.htm) | | |

| 4.15 | | | | | | [Form of Indenture, dated [removed: September](http://www.sec.gov/Archives/edgar/data/277595/0000950109-96-005681.txt) [1,] [added: September 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, [removed: 1996).](http://www.sec.gov/Archives/edgar/data/277595/0000950109-96-005681.txt)] [added: 1996).](https://www.sec.gov/Archives/edgar/data/277595/0000950109-96-005681.txt)] | | |

| 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 Exhibit [removed: 4(a)(iii)] [added: 4(](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt)[d](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt)[)(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) | | |

| 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, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1108827/000119312512091528/d310241dex41.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1108827/000119312512091528/d310241dex41.htm)] | | |

| [removed: 10. 2+*] [added: 10.2+] | | | | | | [Amendment No. 1 to 2021 Amended and Restated Diamondback Energy, Inc. Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex102.htm)[,] [added: Plan,] adopted effective as of February 11, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex102.htm)] [added: 2024 (incorporated by reference to Exhibit 10.2 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex102.htm)] | | |

| 10.5+ | | | | | | [2022 Form of Time Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 23, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983814000018/ex10_1db2014awardstimebase.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex106.htm)] | | |

| 10.6+ | | | | | | [removed: [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] [added: [2022 Form] of Performance Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit [removed: 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] [added: 10.7 of] the Annual Report on Form 10-K (File 001-35700) filed by the Company with the SEC on February [removed: 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)] [added: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)] | | |

| 10.7+ | | | | | | [removed: [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] [added: [2023 Form] of Time Vesting Restricted Stock Unit [removed: Award](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm) [Agreement] [added: Award Agreement] (incorporated by reference to Exhibit [removed: 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] [added: 10.8 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) | | |

| 10.8+ | | | | | | [removed: [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] [added: [2023 Form] of Performance Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit [removed: 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] [added: 10.9 of] the Annual Report on Form 10-K (File 001-35700) filed by the Company with the SEC on February 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm) | | |

| [removed: 10.9+*] [added: 10.11+*] | | | | | | [removed: [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)] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1011.htm)[5](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1011.htm)] [Form of Time Vesting Restricted Stock Unit Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1011.htm)] | | |

| [removed: 10.10+*] [added: 10.12+*] | | | | | | [removed: [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)] [added: [202](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1012.htm)[5](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1012.htm)] [Form of Performance-Vesting Restricted Stock Unit [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1012.htm)] | | |

| [removed: 10.11+] [added: 10.13+] | | | | | | [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, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/1539838/000119312512360997/d295327dex1015.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1539838/000119312512360997/d295327dex1015.htm)] | | |

| [removed: 10.12+] [added: 10.14+] | | | | | | [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: 10.13+*] [added: 10.15+] | | | | | | [Amendment No. 1 to Diamondback Energy, Inc. Amended and Restated Senior Management Severance Plan, adopted effective as of February 11, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1013.htm)] [added: 2024 (incorporated by reference to Exhibit 10.13 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1013.htm)] | | |

| [removed: 10.14+] [added: 10.16+] | | | | | | [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: 10.15] [added: 10.17] | | | | | | [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, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex1011.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex1011.htm)] | | |

| [removed: 10.16] [added: 10.18] | | | | | | [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, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1539838/000153983813000093/ex10_3diamondbacksecondame.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1539838/000153983813000093/ex10_3diamondbacksecondame.htm)] | | |

| [removed: 10.17] [added: 10.19] | | | | | | [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, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1539838/000153983814000081/ex10_4firstamendmenttoseco.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/1539838/000153983814000081/ex10_4firstamendmenttoseco.htm)] | | |

| [removed: 10.18] [added: 10.20] | | | | | | [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, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1539838/000119312514416704/d822128dex102.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/1539838/000119312514416704/d822128dex102.htm)] | | |

| [removed: 10.19] [added: 10.21] | | | | | | [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, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1539838/000153983816000195/diamondbackexhibit101-6x27.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1539838/000153983816000195/diamondbackexhibit101-6x27.htm)] | | |

| [removed: 10.20] [added: 10.22] | | | | | | [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, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1539838/000153983816000270/diamondbackex102-12x20x16.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1539838/000153983816000270/diamondbackex102-12x20x16.htm)] | | |

| [removed: 10.21] [added: 10.23] | | | | | | [Fifth Amendment, dated as of November 28, 2017, 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 December 4, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1539838/000153983817000135/diamondbackex101-12x4x17.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1539838/000153983817000135/diamondbackex101-12x4x17.htm)] | | |

| [removed: 10.22] [added: 10.24] | | | | | | [Eighth Amendment to the Second Amended and Restated Credit Agreement, dated as of October 26, 2018, 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 Form 8-K, File No. 001-35700, filed by the Company with the SEC on November 1, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1539838/000153983818000111/diamondbackex101-11x1x18.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1539838/000153983818000111/diamondbackex101-11x1x18.htm)] | | |

| [removed: 10.23] [added: 10.25] | | | | | | [Ninth Amendment to Second Amended and Restated Credit Agreement and Fourth Amendment to Amended and Restated Guaranty and Collateral Agreement, dated as of November 29, 2018, 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 Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 6, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1539838/000119312518343869/d661873dex101.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1539838/000119312518343869/d661873dex101.htm)] | | |

| [removed: 10.24] [added: 10.26] | | | | | | [Tenth Amendment to Second Amended and Restated Credit Agreement, dated as of March 25, 2019, between Diamondback, 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 Form 8-K (File No. 00 1-35700), filed by the Company with the SEC on March 29, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1539838/000153983819000043/diamondbackex101-3x29x19.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1539838/000153983819000043/diamondbackex101-3x29x19.htm)] | | |

| [removed: 10.25] [added: 10.27] | | | | | | [Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of June 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 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on July 3, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1539838/000153983819000082/diamondbackex10-1x7x3x19.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1539838/000153983819000082/diamondbackex10-1x7x3x19.htm)] | | |

| [removed: 10.26] [added: 10.28] | | | | | | [Twelfth Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guaranty Agreement, dated as of 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 lenders party thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on June 8, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000095/diamondback-ex101x6x2x21.htm) | | |

| [removed: 10.27] [added: 10.29] | | | | | | [Thirteenth Amendment to Second Amended and Restated Credit Agreement, dated as of June 2, 2022, between Diamondback Energy, Inc., as parent guarantor, Diamondback E&P LLC, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on June 7, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1539838/000153983822000073/diamondback-ex101x6x2x22.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000153983822000073/diamondback-ex101x6x2x22.htm)] | | |

| [removed: 10.28] [added: 10.31] | | | | | | [Amended and Restated Credit Agreement, dated as of July 20, 2018, by and among, Viper Energy Partners LLC, as borrower, Viper Energy Partners LP, as guarantor, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File 001-36505) filed by Viper Energy Partners LP on July 26, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1602065/000160206518000027/viperex101-7x26x18.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1602065/000160206518000027/viperex101-7x26x18.htm)] | | |

| [removed: 10.29] [added: 10.32] | | | | | | [Second Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 24, 2019, among Viper Energy Partners LLC, as borrower, Viper Energy Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent, and the lender party thereto (incorporated by reference to Exhibit 10.1 of Viper Energy Partners LP’s Form 8-K (File 001-36505) filed on September 30, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1602065/000160206519000040/viperex101-9x30x19.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1602065/000160206519000040/viperex101-9x30x19.htm)] | | |

| [removed: 10.30] [added: 10.33] | | | | | | [Third Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of October 8, 2019, among Viper Energy Partners LLC, as borrower, Viper Energy Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent, and the lender party thereto (incorporated by reference to Exhibit 10.1 of Viper Energy Partners LP’s Form 8-K (File 001-36505) filed on October 10, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1602065/000160206519000042/viperex101-10x10x19.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1602065/000160206519000042/viperex101-10x10x19.htm)] | | |

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| 2.4 | | | | | | [Letter Agreement, amending the Merger Agreement, by and among the Company, Endeavor, Merger Sub I, Merger Sub II and the Company Representative, dated March 18, 2024 (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No 001-35700, filed by the Company with the SEC on March 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124013891/ny20021341x11_ex2-1.htm) | | |

| 3.2 | | | | | | [Certificate of Amendment No. 1 to Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on September 10, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex3-1.htm) | | |

| 4.24 | | | | | | [Second Supplemental Indenture, dated as of April 18, 2024, by and among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as Trustee (including forms of 5.200% Senior Notes due 2027, 5.150% Senior Notes due 2030, 5.400% Senior Notes due 2034, 5.750% Senior Notes due 2054 and 5.900% Senior Notes due 2064) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File no. 001-35700, filed by the Company with the SEC on April 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124020511/ef20027000_ex4-2.htm) | | |

| 10.9+ | | | | | | [2024 Form of Time Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.9 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm) | | |

| 10.10+ | | | | | | [2024 Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.10 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm) | | |

| 10.30 | | | | | | [Fourteenth Amendment to Second Amended and Restated Credit Agreement, dated as of March 6, 2024, by and among the Company, as borrower, the lenders and other parties party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Form 8-K, File No 001-35700, filed by the Company with the SEC on March 6, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124011751/ny20021341x9_ex10-2.htm) | | |

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| 10.42 | | | | | | [Thirteenth Amendment to Amended and Restated Senior Secured Revolving Credit Agreement and Third Amendment to Guaranty and Collateral Agreement dated as of November 22, 2024, by and among Viper Energy Partners LLC, as borrow, Viper Energy, Inc., as parent guarantor, Wells Fargo Bank, National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm) [](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[(incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[24](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm) [of Viper’s](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm) [Form](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm) [10](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[\-K (File No. 001-36505) filed on](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm) [Feb](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[ruary 2](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[6](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[5](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm)[).](https://www.sec.gov/Archives/edgar/data/1602065/000160206525000010/viper202410-kxex1024.htm) | | |

| 10.43 | | | | | | [Term Loan Credit Agreement, dated as of February 29, 2024, by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No 001-35700, filed by the Company with the SEC on March 6, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124011751/ny20021341x9_ex10-1.htm) | | |

| 19.1* | | | | | | [Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex191.htm) | | |

| 19.2* | | | | | | [Sixth Amended and Restated Supplemental Policy Concerning Trading in Securities of the Company and its Subsidiaries by Certain Designated Persons.](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex192.htm) | | |

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

| Exhibit Number | | | | | | Description | | |

| | | | | | | | | |

| Date: | | | February [removed: 22, 2024] [added: 26, 2025] | | | | | | | | |

| /s/ Travis D. Stice | | | | | | Chairman of the Board, Chief Executive Officer and Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Vincent K. Brooks | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ David L. Houston | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Rebecca A. Klein | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Stephanie K. Mains | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Mark L. Plaumann | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Melanie M. Trent | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Frank D. Tsuru | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Steven E. West | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Kaes Van’t Hof | | | | | | President [removed: and Chief Financial Officer] | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| Kaes Van’t Hof | | | | | | [removed: (Principal Financial Officer)] | | | | | | | | |

| /s/ Teresa L. Dick | | | | | | Chief Accounting Officer, Executive Vice President and Assistant Secretary | | | | | | February [removed: 22, 2024] [added: 26, 2025] | | |

| /s/ Darin G. Holderness | | | | | | Director | | | | | | February 26, 2025 | | |

| Darin G. Holderness | | | | | | | | | | | | | | |

| /s/ Charles A. Meloy | | | | | | Director | | | | | | February 26, 2025 | | |

| Charles A. Meloy | | | | | | | | | | | | | | |

| /s/ Robert K. Reeves | | | | | | Director | | | | | | February 26, 2025 | | |

| Robert K. Reeves | | | | | | | | | | | | | | |

| /s/ Lance W. Robertson | | | | | | Director | | | | | | February 26, 2025 | | |

| Lance W. Robertson | | | | | | | | | | | | | | |

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

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

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

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

| /s/ Jere W. Thompson III | | | | | | Chief Financial Officer, Executive Vice President | | | | | | February 26, 2025 | | |

| Jere W. Thompson III | | | | | | (Principal Financial Officer) | | | | | | | | |