Diamondback Energy (FANG) 10-K risk factor changes: FY2025 vs FY2024

The following is a summary of [removed: some of] the material risks relating to our business activities.

[removed: “Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations](#i27ba2a247b584e1aae74c0210baff60c_70)] and [removed: Item] [added: [Item] 7A.

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

- [removed: The IRA and other risks] [added: Risks] relating to [removed: climate change could accelerate] the transition to a low carbon economy [removed: and] could impose new costs on our operations that may have a material and adverse effect on us.

- We may be unable to obtain needed capital or financing on satisfactory terms or at all to fund our [removed: acquisitions] [added: acquisitions, exploration] or development [removed: activities, which could lead to a loss of properties and a decline in our oil and natural gas reserves and future production.][added: activities.]

- Our failure to successfully identify, complete and integrate pending and future acquisitions of properties or businesses could reduce our [removed: earnings, and title defects in the properties in which we invest may lead to losses.][added: earnings.]

- [removed: If production from our Permian Basin acreage decreases, we] [added: We] may fail to meet our obligations to deliver specified quantities of oil under our oil purchase [removed: contract, which may adversely affect our operations.][added: contracts.]

- The [removed: inability] [added: loss] of one or more of our customers [added: or their inability] to meet their [removed: obligations, or loss of one or more of our significant purchasers,] [added: obligations] may adversely affect our financial results.

- If transportation or other facilities, certain of which we do not control, or rigs, equipment, raw materials, [removed: oil] [added: supplies, oilfield] services or personnel [removed: are unavailable,] [added: become unavailable or too costly,] our operations could be interrupted and our revenues reduced.

- Our operations are subject to various governmental laws and regulations which require compliance that can be burdensome and [removed: expensive and may impose restrictions on our operations.][added: expensive.]

- U.S. tax [removed: legislation, including recently adopted IRA,] [added: legislation] may negatively affect our business, results of operations, financial condition and cash flow.

[removed: - Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness, and we] [added: We] and our subsidiaries may be able to incur substantial additional indebtedness in the [removed: future.][added: future under our current debt agreement.]

- [removed: If we experience liquidity concerns, we could face a] [added: A] downgrade in our debt ratings [removed: which] could restrict our access to, and negatively impact the terms of, current or future financings or trade credit.

[removed: - Borrowings] [added: Lastly, our earnings are exposed to interest rate risk associated with borrowings] under our and [removed: Viper LLC’s] [added: Viper’s] revolving credit facilities [removed: expose us to interest rate risk.][added: and under our Term Loan Agreement.]

- A change of control could limit our use of net operating [removed: losses.][added: losses and certain other tax attributes.]

[removed: Market] [added: Geopolitics and market] conditions for oil and natural gas, and particularly volatility in prices for oil and natural gas, have in the past adversely affected, and may in the future adversely affect, our revenue, cash flows, profitability, growth, production and the present value of our estimated reserves.

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 [removed: countries, including the Middle East, Africa, South America and Russia; the potential impact of the war in Ukraine, the Israel-Hamas War and other] [added: countries; regional] conflicts [removed: in the Middle East on the global energy markets] and [removed: macroeconomic conditions;] [added: political instability;] the continued threat of [removed: terrorism] [added: terrorism, including attacks targeting oil] and [added: gas facilities and] the impact of military and other [removed: action, including U.S. military operations in the Middle East;] [added: action;] the ability of members of [removed: 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 [removed: taxes, including the new administration’s energy and environmental policies;] [added: taxes;] 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.

From the beginning of [removed: 2022] [added: 2023] through the end of [removed: 2024, NYMEX] [added: 2025,] WTI prices ranged from [removed: $65.75] [added: $55.27] to [removed: $123.70] [added: $93.68] per Bbl and the [removed: NYMEX] Henry Hub price of natural gas ranged from $1.58 to [removed: $9.68] [added: $5.29] per MMBtu.

[removed: Further, if commodity] [added: If the] prices [removed: decrease,] [added: of oil and natural gas decline,] our production, proved reserves and cash flows [removed: will] [added: are likely to] be adversely impacted.

Our commodity price derivatives could result in financial losses, may fail to protect us from declines in commodity prices, prevent us from fully benefiting from commodity price increases [removed: and may expose] [added: and may expose] us to other risks, including counterparty credit risk.

We use commodity price derivatives, 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 [removed: liquids] and natural gas [added: liquids] sales.

Currently, we have hedged a portion of our estimated [removed: 2025 and] 2026 [added: and 2027] production.

To the extent that the prices of oil, natural gas [removed: liquids] and natural gas [added: liquids] remain at current levels or decline further, we may not be able to economically hedge additional future production at the same level as our current commodity price derivatives, and our results of operations and financial condition may be negatively impacted.

[removed: While these] commodity price [removed: derivatives are intended to mitigate risk from commodity price] volatility, we may be prevented from fully realizing the benefits of increases in the prices of oil, natural gas [removed: liquids] and natural gas [added: liquids] above the price levels of the commodity price derivatives used to manage price risk.

For additional information regarding our outstanding derivative contracts as of December 31, [removed: 2024,] [added: 2025,] see Note [removed: 13—[Derivatives](#i053f68c8a5b54cc6914592ae094665f7_166)] [added: 12—[Derivatives](#i27ba2a247b584e1aae74c0210baff60c_187)] in Item 8.

Quantitative and Qualitative Disclosures About Market [removed: Risk](#i053f68c8a5b54cc6914592ae094665f7_100)—Commodity] [added: Risk](#i27ba2a247b584e1aae74c0210baff60c_121)—Commodity] Price Risk of this report.

[removed: The IRA and other risks] [added: Risks] relating to [removed: climate change could accelerate] the transition to a low carbon economy [removed: and] could impose new costs on our operations that may have a material and adverse effect on us.

Governmental and regulatory bodies, investors, consumers, industry and other stakeholders have [removed: been increasingly focused] [added: evolving and varied views] on climate change matters in recent years.

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

If any of these developments reduce the desirability of participating in the oilfield services, midstream or downstream portions of the oil and gas industry, then these developments may also reduce the availability to us of necessary third-party services and facilities that we rely on, which could increase our operational costs and adversely affect [removed: our ability to explore for, produce, transport and process oil and natural gas and successfully carry out our business and financial strategy.]

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, [removed: any] further regulatory or other climate change incentives, to the extent they continue, may create [added: investment and] reputational risks associated with the exploration for, and production of, hydrocarbons, which may adversely affect the availability and cost to us of capital.

[removed: For example, in recent years, certain] [added: Certain] stakeholders and capital providers [removed: sought] [added: may seek] to restrict or seek [removed: more] [added: to impose] stringent conditions with respect to their investment in or financing of certain carbon intensive [removed: sectors.][added: sectors, which could result in capital being unavailable to us, or only at significantly increased costs.]

Business and [removed: Properties](#i053f68c8a5b54cc6914592ae094665f7_22)—Regulation—Climate] [added: Properties—Regulation](#i27ba2a247b584e1aae74c0210baff60c_40)—Climate] Change of this report.

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

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

[removed: The impact of the changing demand for oil and natural gas services and products may] [added: Such conditions could] have a material adverse [removed: effect] [added: impact] on our business, [removed: financial condition,] results of operations and cash flows.

Further, our actual capital expenditures in [removed: 2025] [added: 2026] could exceed our [added: capital expenditure budget.]

[removed: In addition, a delay in or the] failure to complete proposed or future infrastructure projects could delay or eliminate potential efficiencies and related cost savings.

[removed: Our] [added: - Our] success depends on [added: developing our existing leasehold acreage and] finding, developing or acquiring additional [removed: reserves.][added: reserves.]

[removed: Our] [added: Additionally, our] proved reserves will generally decline as reserves are depleted, except to the extent that we conduct successful exploration or development activities or acquire properties containing proved reserves, or both.

- Changes in U.S. trade policy and the impact of tariffs may have a material adverse impact on our business and results of operations.

- Changing political and social perspectives on climate change and other environmental, social and governance factors

may create risks and uncertainties impacting our business.

- Our targets related to sustainability and emissions reduction initiatives, including our public statements and disclosures regarding them, may expose us to numerous risks.

- Restrictions on our ability to obtain water and dispose of produced water, and additional monitoring and reporting requirements related to existing and new produced water disposal wells in the Permian Basin could adversely impact our business, results of operations and financial condition.

- Our planned exploratory drilling in existing or emerging shale plays is subject to risks associated with drilling and completion techniques.

- We operate in areas of high industry activity, which may affect our ability to hire, train or retain qualified personnel needed to manage and operate our assets.

- Operating hazards and uninsured risks may result in substantial losses and could prevent us from realizing profits.

- We may not be able to keep pace with technological developments in our industry.

- Our operations depend heavily on electrical power, internet and telecommunication infrastructure and information and computer systems.

If any of these systems are compromised or unavailable, our business could be adversely affected.

- Legal proceedings brought against us could result in substantial liabilities and materially and adversely impact our financial condition.

- Failure to comply with cybersecurity and data privacy laws and regulations could have a material effect on our reputation, results of operations or financial loss.

- Our substantial level of indebtedness could adversely affect our results of operations, business flexibility and our ability to service our debt.

- The provision of our certificate of incorporation and bylaws requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and employees.

While these commodity price derivatives are intended to mitigate risk from

Additionally, U.S. and non‑U.S. derivatives reforms (including the Dodd‑Frank Act) impose clearing, margin and other requirements.

While we do not expect material direct effects, our counterparties’ compliance could increase our hedging costs, limit instrument availability, and heighten counterparty credit exposure, leading to greater earnings and cash flow volatility.

These regulations could also depress commodity prices, further reducing our revenues.

Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.

Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.

The recent uncertainty over such policies has caused substantial volatility in commodity, capital and financial markets, increased concerns over domestic and global inflation and adversely impacted consumer confidence in the U.S. and worldwide.

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for oil and natural gas.

Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital.

Such adverse changes could increase our costs of capital and limit our access to external financing sources to fund acquisitions, repurchases of securities or other capital requirements.

Changes in tariffs and trade restrictions can be announced with little or no advance notice.

The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes and tariffs, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate.

If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations.

our ability to explore for, produce, transport and process oil and natural gas and successfully carry out our business and financial strategy.

We may not be able to meet evolving expectations of stakeholders, including governmental officials, standard setters, investors, employees, and customers, relating to climate change, human capital, and other ESG issues.

For example, while some policymakers, including the European Union and the State of California, have adopted disclosure and other requirements relating to ESG matters, other policymakers have sought to constrain companies’ consideration of such matters.

Our success depends on developing our existing leasehold acreage and finding, developing or acquiring additional reserves.

We use 2-D and 3-D seismic data to identify the presence of oil and natural gas.

In 2025, our total cash capital expenditures were approximately $3.5 billion.

Our 2026 cash capital budget is currently estimated to be approximately $3.60 billion to $3.90 billion, representing an increase at the midpoint of 6% from our 2025 capital expenditures.

In addition, a delay in or the

Our ability to drill and develop these locations depends on a number of uncertainties, including the availability of capital, construction of infrastructure, unusual or unexpected geological

To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment,

An impairment on proved oil and natural gas properties of approximately $3.7 billion was recorded for the year ended December 31, 2025.

The standardized measure of our estimated proved reserves is not necessarily the same as the current market value of our estimated proved reserves.

Other risks are described in Items 1 and 2.

“Business and Properties,” Item 7.

“Quantitative and Qualitative Disclosures About Market Risk.” These risks are not the only risks we face.

- Climate change-related regulations, policies and initiatives may have other adverse effects, such as a greater potential for governmental investigations or litigation.

- Drilling for and producing oil and natural gas are high-risk activities with many uncertainties that may result in a total loss of investment and adversely affect our business, financial condition or results of operations.

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

- A terrorist attack or armed conflict could harm our business and could adversely affect our business.

- A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss.

- The significant additional indebtedness incurred in connection with the Endeavor 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.

- Implementing our capital programs may require, under some circumstances, an increase in our total leverage through additional debt issuances, and any significant reduction in availability under our revolving credit facility or inability to otherwise obtain financing for our capital programs could require us to curtail our capital expenditures.

- Restrictive covenants in certain of our existing and future debt instruments may limit our ability to respond to changes in market conditions or pursue business opportunities.

- We depend on our subsidiaries for dividends and other payments.

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

If the prices of oil and natural gas decline, our operations, financial condition and level of expenditures for the development of our oil and natural gas reserves may be materially and adversely affected.

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.

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

If commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material.

Reductions in our reserves could also negatively impact the borrowing base under our revolving credit facility, which could limit our liquidity and ability to conduct additional exploration and development activities.

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

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

For example, the Infrastructure Investment and Jobs Act and the IRA include billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration.

Also, in March 2024, the EPA finalized ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in

model year 2027.

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

In addition, the IRA imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge, which could increase our operating costs and thereby adversely impact our business, financial condition and cash flows.

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.

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

In recent years, increased attention to global climate change resulted in increased investor attention and an increased risk of public and private litigation.

ESG expectations, including both the matters in focus and the management of such matters, as well as perspectives on the efficacy of ESG considerations, continue to evolve, and we cannot currently predict how regulators’, investors’ and other stakeholders’ views on ESG matters may affect the regulatory and investment landscape and affect our business, financial condition, and results of operations.

and results of operations could be materially and adversely affected.

The SEC published final rules on March 28, 2024, relating to the disclosure of a range of climate-related risks and other information.

Several lawsuits have been filed challenging the rules.

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

To the extent the rules are implemented, we and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information.

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.

Conservation measures and technological advances could reduce demand for oil and natural gas.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas.

A significant portion of our net leasehold acreage is undeveloped, and that acreage may not ultimately be developed or become commercially productive, which could cause us to lose rights under our leases as well as have a material adverse effect on our oil and natural gas reserves and future production and, therefore, our future cash flow and income.

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

Risk [removed: Factors](#i053f68c8a5b54cc6914592ae094665f7_25)*] [added: Factors](#i27ba2a247b584e1aae74c0210baff60c_46)*] *and* *[Cautionary Statement Regarding Forward-Looking [removed: Statements](#i053f68c8a5b54cc6914592ae094665f7_16)*] [added: Statements](#i27ba2a247b584e1aae74c0210baff60c_16)*] *of this report.*

As of December 31, [removed: 2024,] [added: 2025,] we have one reportable segment, the upstream segment.

See Note 1—[Description of the Business and Basis of [removed: Presentation](#i053f68c8a5b54cc6914592ae094665f7_133)] [added: Presentation](#i27ba2a247b584e1aae74c0210baff60c_151)] and Note [removed: 18—[Segment Information](#i053f68c8a5b54cc6914592ae094665f7_181)] [added: 17—[Segment Information](#i27ba2a247b584e1aae74c0210baff60c_202)] in Item 8.

Financial Statements and Supplementary Data of this [removed: report for further discussion.][added: report).]

[removed: 2024] [added: 2025] Financial and Operating Highlights

- [removed: Increased our annual base dividend to $4.00 per share of common stock in the fourth quarter of 2024, paid] [added: Paid] dividends to stockholders of [removed: $1.6] [added: $1.2] billion during [removed: 2024] [added: 2025] and declared a base cash dividend payable in the first quarter of [removed: 2025] [added: 2026] of [removed: $1.00] [added: $1.05] per share of common stock.

- Increased our common stock repurchase program authorization to [removed: $6.0] [added: $8.0] billion, excluding excise taxes, and repurchased [removed: $959 million] [added: $2.0 billion] of our common [removed: stock,] [added: stock in 2025,] leaving approximately $2.7 billion available for future [removed: purchases under our common stock repurchase program] [added: repurchases] at December 31, [removed: 2024.][added: 2025.]

- Our cash operating costs were [removed: $11.09] [added: $10.23] per BOE, including lease operating expenses of [removed: $5.87] [added: $5.55] per BOE, cash general and administrative expenses of [removed: $0.68] [added: $0.62] per BOE and production and ad valorem taxes and gathering, processing and transportation expenses of [removed: $4.54] [added: $4.06] per BOE.

- Our average production was [removed: 598,284] [added: 921.0] MBOE/d.

- Drilled [removed: 372] [added: 463] gross horizontal wells (including [removed: 342] [added: 459] in the Midland Basin and [removed: 30] [added: 4] in the Delaware Basin).

- Turned [removed: 410] [added: 503] gross operated horizontal wells (including [removed: 391] [added: 488] in the Midland Basin and [removed: 19] [added: 15] in the Delaware Basin) to production.

- As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 860,719] [added: 869,036] net [removed: acres,] [added: acres in the Permian Basin,] which primarily consisted of [removed: 737,181] [added: 774,645] net acres in the Midland Basin and [removed: 123,218] [added: 94,391] net acres in the Delaware Basin.

As of December 31, [removed: 2024,] [added: 2025,] we had an estimated [removed: 9,188] [added: 8,854] gross horizontal locations that we believe to be economic at $50.00 per Bbl WTI.

[removed: In addition, our] [added: Our] publicly traded subsidiary, Viper, [added: also] owns mineral interests underlying approximately [removed: 987,861 gross] [added: 36,004 net royalty] acres [added: in the Delaware Basin] and [removed: 35,671] [added: approximately 50,595] net royalty acres in the [removed: Permian] [added: Midland] Basin.

We operate approximately [removed: 52%] [added: 35%] of these net royalty acres.

- Incurred [added: cash] capital expenditures, excluding acquisitions, of [removed: $2.9] [added: $3.5] billion.

[removed: *Pending Double] [added: *Double] Eagle Acquisition*

On [removed: February 14,] [added: April 1,] 2025, we [removed: entered into a definitive securities purchase agreement with Double Eagle to effect] [added: completed] the [removed: pending] Double Eagle Acquisition for consideration of [removed: $3.0] [added: $3.1] billion in cash and approximately [removed: 6.9] [added: 6.84] million shares of our common stock, [removed: subject to] [added: including transaction costs and certain] customary [added: post-closing] adjustments.

The [removed: pending] Double Eagle Acquisition [removed: consists] [added: consisted] 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.

On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of its Class A common [removed: stock (the “Viper 2025 Equity Offering”),] [added: stock,] which included [added: approximately] 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 [removed: share.][added: share, for total net proceeds to Viper of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “Viper 2025 Equity Offering”).]

[removed: *Pending 2025] [added: *2025] Drop [removed: Down Transaction*][added: Down*]

On [removed: January 30,] [added: May 1,] 2025, [removed: EER LP and the Endeavor Subsidiaries, each of which is] our [added: wholly owned] subsidiary, [removed: entered into a definitive equity purchase agreement with Viper and Viper LLC to divest] [added: EER LP, divested] the Endeavor Subsidiaries to Viper [added: and Viper LLC] in exchange for consideration consisting of (i) [removed: $1.0 billion] [added: $873 million] in cash [added: including customary post-closing adjustments,] and (ii) the issuance of 69.63 million Viper LLC units and an equal number of shares of Viper’s Class B common [removed: 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.][added: stock.]

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

[removed: 2024 Diamondback Acquisitions] [added: Diamondback Acquisition] and Divestitures

Financial Statements and Supplementary Data of this report for further discussion of the [removed: Endeavor Acquisition.][added: capital transactions above.]

[removed: 2024 Viper Acquisitions][added: Viper Acquisitions and Divestitures]

See Note 4—[Acquisitions and [removed: Divestitures](#i053f68c8a5b54cc6914592ae094665f7_142)] [added: Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160)] in Item 8.

Financial Statements and Supplementary Data of this report for further discussion of the [removed: TRP Exchange, the Viper Tumbleweed Acquisitions] [added: acquisitions] and [removed: the WTG Midstream Transaction.][added: divestitures discussed above.]

[removed: 2024] [added: Diamondback] Capital Transactions

See Note [removed: 10—[Stockholders'] [added: 9—[Stockholders’] Equity and Earnings (Loss) Per [removed: Share](#i053f68c8a5b54cc6914592ae094665f7_157)] [added: Share](#i27ba2a247b584e1aae74c0210baff60c_178)] in Item 8.

Financial Statements and Supplementary Data of this report for further discussion of [removed: the Viper 2024 Equity Offering.][added: our stock repurchase program.]

[removed: *April 2024] [added: *2035] Notes Offering*

[removed: *Term] [added: *2025 Term] Loan Agreement*

Regional and worldwide economic activity, [added: changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, tariffs or other trade barriers and any resulting trade tensions, regional conflicts and political instability,] extreme weather conditions and other substantially variable factors, influence market conditions for these products.

During [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022 the NYMEX] [added: 2023,] WTI prices averaged [removed: $75.76, $77.60] [added: $64.73, $75.76] and [removed: $94.33] [added: $77.60] per Bbl, respectively, and [removed: the NYMEX] Henry Hub prices averaged [removed: $2.41, $2.66] [added: $3.62, $2.41] and [removed: $6.54] [added: $2.66] per MMBtu, respectively.

For additional information around risks related to commodity prices, see [removed: [Part II.][added: [Item 7A.]

Item [removed: 7A.][added: 7.]

Quantitative and Qualitative Disclosures About Market Risk—Commodity Price [removed: Risk](#i053f68c8a5b54cc6914592ae094665f7_100).][added: Risk](#i27ba2a247b584e1aae74c0210baff60c_121).]

[removed: Beginning in the first quarter of 2024, our] [added: Our] board of directors [added: has] approved a [removed: reduction to our] return of capital commitment to our shareholders [removed: to] [added: of] at least 50% [removed: (down from 75%)] of our quarterly [removed: free cash flow.][added: Adjusted Free Cash Flow.]

Financial Statements and Supplementary Data](#i27ba2a247b584e1aae74c0210baff60c_127)* *of this report.

- Recorded net income of $1.7 billion, which includes impairment of approximately $3.7 billion recorded on our proved oil and natural gas properties during the fourth quarter of 2025.

- Issued $1.2 billion aggregate principal amount of 5.550% Senior Notes due April 1, 2035 (the “2035 Notes”) to fund a portion of the cash consideration for the Double Eagle Acquisition.

- Repurchased an aggregate of approximately $455 million of our senior notes.

*EPIC Divestiture*

On October 31, 2025, we divested our 27.5% equity interest in EPIC for approximately $504 million in cash and an additional $96 million in contingent consideration (the “EPIC Divestiture”), which resulted in a gain on the sale of equity method investments of approximately $299 million.

The gain is included in the caption “Other income (expense), net” on the consolidated statements of operations for the year ended December 31, 2025.

*Divestiture of Water Assets to Deep Blue*

On October 1, 2025, we divested EDS, a subsidiary originally acquired in connection with the Endeavor Acquisition, to our affiliate, Deep Blue Midland Basin LLC (“Deep Blue”), in exchange for upfront net cash proceeds of $694 million, subject to customary post-closing adjustments, and approximately $34 million of additional equity interests issued by Deep Blue as non-cash consideration.

This transaction provides for the potential for us to earn up to an additional $200 million.

If certain completion thresholds are not met, we could owe up to $150 million in contingent consideration for the years 2026 through 2028.

The divestiture resulted in a gain of approximately $168 million, which is included in the caption “Other operating expenses, net” on the consolidated statements of operations for the year ended December 31, 2025.

As part of the divestiture, we renewed our 15-year dedication to Deep Blue for its produced water and supply water within a 12-county area of mutual interest in the Midland Basin.

*Divestiture of Non-Permian Assets*

On February 9, 2026, Viper completed the Viper Non-Permian Divestiture for net cash proceeds of approximately $617 million, subject to customary post-closing adjustments.

The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with current production of approximately 4,750 BO/d.

Proceeds from the Viper Non-Permian Divestiture were used to repay the Viper 2025 Term Loan (as defined below) and to reduce borrowings outstanding on the Viper Revolving Credit Facility (as defined and discussed in Note 8—[Debt](#i27ba2a247b584e1aae74c0210baff60c_175) in Item 8.

*Sitio Acquisition*

On August 19, 2025, Viper and Viper LLC completed the Sitio Acquisition in an all-equity transaction valued at approximately $4.0 billion, including customary transaction costs and post-closing adjustments and the partial retirement of Sitio’s net debt of approximately $1.2 billion.

The mineral and royalty interests acquired in the Sitio Acquisition represent approximately 25,300 net royalty acres in the Permian Basin and approximately 9,000 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins, for total acreage of approximately 34,300 net royalty acres.

See Note 4—[Acquisitions and Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160) and Note 16—[Subsequent Events](#i27ba2a247b584e1aae74c0210baff60c_199) in Item 8.

In connection with the Double Eagle Acquisition, Diamondback Energy, Inc., as guarantor, entered into a term loan credit agreement with Diamondback E&P, as borrower, and Bank of America, N.A., as administrative agent (the “2025 Term Loan”).

The 2025 Term Loan provided the Company with the ability to borrow up to $1.5 billion, which we drew in a single borrowing to fund a portion of the cash consideration for the Double Eagle Acquisition.

On March 20, 2025, we issued the 2035 Notes for net proceeds of $1.2 billion, after underwriters’ discounts and transaction costs, which we used to fund a portion of the cash consideration for the Double Eagle Acquisition.

*Diamondback Retirement of Notes*

During the year ended December 31, 2025, we opportunistically repurchased an aggregate principal amount of $455 million of our senior notes in open market transactions for total cash consideration, including accrued interest paid, of approximately $363 million, at an average of 79.3% of par value.

Viper Capital Transactions

*Viper 2025 Notes Offering and Retirement of Notes*

On July 23, 2025, Viper LLC issued $1.6 billion in aggregate principal amount of senior notes consisting of (i) $500 million aggregate principal amount of 4.900% Senior Notes due August 1, 2030 (the “Viper 2030 Notes”), and (ii) $1.1 billion aggregate principal amount of 5.700% Senior Notes due August 1, 2035 (the “Viper 2035 Notes” and together with the Viper 2030 Notes, the “Viper 2025 Notes”).

Viper used approximately $824 million of the net proceeds from the issuance of the Viper 2025 Notes to redeem all of Viper’s 7.375% Senior Notes maturing on November 1, 2031 (the “Viper 2031 Notes”), and on November 1, 2025, Viper redeemed all of their 5.375% Senior Notes due 2027 (the “Viper 2027 Notes”), including accrued and unpaid interest through the date of redemption and any redemption premiums.

Viper used the remaining net proceeds to partially retire Sitio’s net debt of approximately $1.2 billion including any fees, costs and expenses related to the redemption or repayment of such debt, and for general corporate purposes.

On December 23, 2025, Viper Energy Partners LLC converted its legal form (the “Viper LLC Conversion”), in accordance with the applicable laws of the State of Delaware, to a Delaware limited partnership named Viper Energy Partners LP (“Viper LP”), which is now the issuer under the Viper 2025 Notes.

*Viper 2025 Term Loan*

On July 23, 2025, Former Viper, as guarantor, Viper LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent, entered into a $500 million term loan credit agreement (the “Viper 2025 Term Loan”), which was fully drawn to partially fund the retirement of Sitio’s net debt.

Following the closing of the Sitio Acquisition, New Viper became an additional guarantor of the borrower’s obligations under the Viper 2025 Term Loan.

Further, after the Viper LLC Conversion, Viper LP, as successor to Viper Energy Partners LLC, became the borrower with respect to the Viper 2025 Term Loan.

The Viper 2025 Term Loan was repaid in full in February 2026.

See Note 8—[Debt](#i27ba2a247b584e1aae74c0210baff60c_175) and Note 9—[Stockholders’ Equity and Earnings (Loss) Per Share](#i27ba2a247b584e1aae74c0210baff60c_178) in Item 8.

Given the overall decline in SEC Prices through 2025 as compared to 2024, we believe a material non-cash impairment of our assets is reasonably likely to occur in the first quarter of 2026.

In addition to commodity prices, our production rates, levels of proved reserves, future development costs, transfers of unevaluated properties, income tax rate assumptions and other factors will determine our actual ceiling test calculation and impairment analysis in future periods.

- We recorded net income of $3.3 billion.

- 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

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

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.

See Note 17—[Subsequent Events](#i053f68c8a5b54cc6914592ae094665f7_178) in Item 8.

*Endeavor Acquisition*

On September 10, 2024, we completed the Endeavor Acquisition for consideration consisting of $7.3 billion in cash, subject to certain customary post-closing adjustments, and approximately 117.27 million shares of our common stock.

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.

*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.

*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”).

On April 18, 2024, we issued an aggregate of $5.5 billion in senior notes, consisting of (i) $850 million aggregate principal amount of 5.200% Senior Notes due April 18, 2027 (the “2027 Notes”), (ii) $850 million aggregate principal amount of 5.150% Senior Notes due January 30, 2030 (the “2030 Notes”), (iii) $1.3 billion aggregate principal amount of 5.400% Senior Notes due April 18, 2034 (the “2034 Notes”), (iv) $1.5 billion aggregate principal amount of 5.750% Senior Notes due April 18, 2054 (the “2054 Notes”), and (v) $1.0 billion aggregate principal amount of 5.900% Senior Notes due April 18, 2064 (the “2064 Notes” and together with the 2027 Notes, the 2030 Notes the 2034 Notes and the 2054 Notes, the “April 2024 Notes”).

In connection with the Endeavor Acquisition, we entered into a Term Loan Credit Agreement with Citibank, N.A. on February 29, 2024 (the “Term Loan Agreement”).

The Term Loan Agreement provided the Company with the ability to borrow up to $1.5 billion, which was comprised of $1.0 billion of Tranche A Loans (the “Tranche A Loans”) and $500 million of Tranche B Loans (the “Tranche B Loans”).

On August 2, 2024, we terminated our undrawn Tranche B Loans.

Initial borrowings of $1.0 billion under the Tranche A Loans were used to fund a portion of the cash consideration for the Endeavor Acquisition.

During 2024, we had total capital expenditures of $2.9 billion, which was consistent with our guidance presented in November 2024.

In 2025, we expect production and capital expenditures to increase as a result of the Endeavor Acquisition the Viper Tumbleweed Acquisitions, and the pending Double Eagle Acquisition, if consummated.

Giving effect to the pending Double Eagle Acquisition, we have currently budgeted 2025 total capital spend of $3.80 billion to $4.20 billion, which at the midpoint is an increase of 36% year over year.

Given the volatile current macro environment for oil prices and near-term global oil supply and demand dynamics, we have made the capital allocation decision to focus on free cash flow (as defined in *“[— Capital Requirements](#i053f68c8a5b54cc6914592ae094665f7_82)”*) generation and capital efficiency over volume growth in 2025.

As part of the agreement with Double Eagle, we have also agreed to accelerate development on a portion of our non-core southern Midland Basin acreage.

We cannot predict events that may lead to future price volatility and the near-term energy outlook remains subject to heightened levels of [removed: uncertainty.][added: uncertainty as discussed in [Item](#i27ba2a247b584e1aae74c0210baff60c_46) [1](#i27ba2a247b584e1aae74c0210baff60c_46)[A](#i27ba2a247b584e1aae74c0210baff60c_46)[.](#i27ba2a247b584e1aae74c0210baff60c_46) [](#i27ba2a247b584e1aae74c0210baff60c_46)[Risk Facto](#i27ba2a247b584e1aae74c0210baff60c_46)[rs](#i27ba2a247b584e1aae74c0210baff60c_46).]

At December 31, [removed: 2024,] [added: 2025,] we had a net asset [added: derivative position] of [removed: $145] [added: $198] million related to our commodity price risk derivatives.

Utilizing actual [added: derivative] contractual volumes under our commodity price derivatives as of December 31, [removed: 2024,] [added: 2025,] a 10% increase in forward curves associated with the underlying commodity would have decreased the net asset position by [removed: $15] [added: $3] million to [removed: $130] [added: $195] million, while a 10% decrease in forward curves associated with the underlying commodity would have increased the net asset [removed: derivative] position by [removed: $36] [added: $60] million to [removed: $181 million.][added: $258]

For additional information on our open commodity derivative instruments at December 31, [removed: 2024,] [added: 2025,] see Note [removed: 13—[Derivatives](#i053f68c8a5b54cc6914592ae094665f7_166)] [added: 12—[Derivatives](#i27ba2a247b584e1aae74c0210baff60c_187)] 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: $1.4] [added: $1.1] billion at December 31, [removed: 2024),] [added: 2025),] and to a lesser extent, receivables resulting from joint interest [added: and other] receivables (approximately [removed: $188] [added: $258] million at December 31, [removed: 2024).][added: 2025).]

We do not require our customers to post [removed: collateral,] [added: collateral] and the failure or inability of our significant customers to meet their obligations to us due to their liquidity issues, bankruptcy, insolvency or liquidation may adversely affect our financial results.

We are subject to market risk exposure related to changes in interest rates on our indebtedness under our revolving credit facilities, [removed: Tranche A Loans] [added: 2025 Term Loan, the Viper 2025 Term Loan] and changes in the fair value of our fixed rate debt.

[removed: At December 31, 2024, the] [added: The] applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base [removed: rate,] [added: rate] and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level for [removed: both our revolving credit facilities and Tranche A Loans.][added: the 2025 Term Loan.]

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

We are obligated to pay a quarterly commitment fee ranging from [removed: 0.125%] [added: 0.100%] to [removed: 0.325%] [added: 0.250%] per year on the unused portion of the commitment for our revolving credit [removed: facilities.][added: facility.]

[removed: For our Tranche A Loans, we] [added: We] are [added: also] obligated to pay a [removed: quarterly] commitment fee equal to 0.125% per year on the aggregate principal amount of the [removed: commitments.][added: commitments for the 2025 Term Loan.]

For additional information on our [removed: variable] interest rate [removed: debt at December 31, 2024,] [added: swaps,] see Note [removed: 9—[Debt](#i053f68c8a5b54cc6914592ae094665f7_154)] [added: 12—[Derivatives](#i27ba2a247b584e1aae74c0210baff60c_187)] in Item 8.

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

At December 31, [removed: 2024,] [added: 2025,] we have interest rate swap agreements for [removed: a] [added: an aggregate $300 million] notional amount [removed: of $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: 3-month] SOFR plus 2.1865% and receive a fixed interest rate of 3.50% from our counterparties.

At December 31, [removed: 2024,] [added: 2025,] our receive-fixed, pay-variable interest rate swaps were in a [removed: net] liability position of [removed: $124] [added: $27] million, and the weighted average variable rate was [removed: 6.43%.][added: 5.79%.]

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below.

The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks.

The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates.

The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses.

Both crude oil and natural gas realized prices are also impacted by the quality of the product, supply and demand balances in local physical markets and the availability of transportation to demand centers.

million.

Outstanding borrowings under the Credit Agreement (as defined and discussed in Note 8—[Debt](#i27ba2a247b584e1aae74c0210baff60c_175) in Item 8.

Financial Statements and Supplementary Data of this report), which was undrawn at December 31, 2025, bear interest at a per annum rate elected by Diamondback E&P that is equal to (i) term SOFR or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin.

At December 31, 2025, the applicable margin ranges from 0.000% to 0.750% per annum in the case of the alternate base rate and from 1.000% to 1.750% per annum in the case of term SOFR, in each case based on the pricing level for our revolving credit facility.

At December 31, 2025, outstanding borrowings of $550 million under the 2025 Term Loan bear interest at a per annum rate elected by the Company that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”) or (ii) an alternate base rate (which is equal to the greatest of (a) the Federal Funds effective rate plus 0.50%, (b) the prime rate, (c) Adjusted Term SOFR plus 1.0%, and (d) 1.0%), in each case plus the applicable margin.

During the year ended December 31, 2025, the weighted average interest rate on borrowings under the 2025 Term Loan was 5.64%.

At December 31, 2025, outstanding borrowings of $105 million under the Viper Revolving Credit Facility bear interest at a floating rate equal to term SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin.

The applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate loans and from 1.125% to 2.000% per annum in the case of term SOFR loans, in each case based on the pricing level.

Further, the commitment fee ranges from 0.125% to 0.325% per annum on the average daily unused portion of the commitment, based on the pricing level.

The pricing level depends on the rating of Viper’s long-term senior unsecured debt by certain rating agencies.

During the year ended December 31, 2025, the weighted average interest rate on borrowings under the Viper Revolving Credit Facility was 6.02%.

At December 31, 2025, outstanding borrowings of $500 million under the Viper 2025 Term Loan bear interest at a per annum rate elected by Viper that is equal to SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin.

The applicable margin ranges from 0.250% to 1.125% per annum in the case of the alternate base rate loans and from 1.250% to 2.125% per annum in the case of term SOFR loans, in each case based on the pricing level.

In addition, the fee on undrawn commitments is equal to 0.20% per annum on the aggregate principal amount of such commitments.

During the year ended December 31, 2025, the weighted average interest rate on borrowings under the Viper 2025 Term Loan was 5.72%.

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.

Further, the prices we receive for production depend on many other factors outside of our control.

Financial Statements and Supplementary Data of this report.

Outstanding borrowings under the credit agreement bear interest at a per annum rate elected by Diamondback E&P.

We believe significant interest rate changes would not have a material near-term impact on our future earnings or cash flows.

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

For additional information regarding environmental matters, see Note [removed: 16—[Commitments] [added: 15—[Commitments] and [removed: Contingencies](#i053f68c8a5b54cc6914592ae094665f7_175)] [added: Contingencies](#i27ba2a247b584e1aae74c0210baff60c_196)] in Item 8.

| ☒ | | | ANNUAL REPORT [removed: UNDER] [added: PURSUANT TO] SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| ☐ | | | TRANSITION REPORT [removed: UNDER] [added: PURSUANT TO] SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 | | |

| [removed: (State] [added: State] or [removed: Other Jurisdiction of Incorporation] [added: other jurisdiction of incorporation] or [removed: Organization)] [added: organization] | | | | | | | | | (I.R.S. Employer Identification [removed: Number)] [added: No.)] | | |

| 500 West [removed: Texas] [added: Texas Ave.,] | | | | | | | | | | | |

[removed: (Registrant Telephone Number, Including Area Code): (432) 221-7400][added: Registrant’s telephone number, including area code (432) 221-7400]

| | | | | | | [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | | | | | | | | | | |

| | | | | | | | | | | | | [removed: | | |] (NASDAQ Global Select Market) | | | [added: | | |]

| | | | | | | Securities registered pursuant to Section 12(g) of the [removed: Act: None] [added: Act:] | | | | | | | | | | | |

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act:][added: Act.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial [removed: statements ☐][added: statements.]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to [removed: §240.10D-1(b) ☐][added: §240.10D-1(b).]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, [removed: 2024] [added: 2025] was approximately [removed: $35.5] [added: $25.8] billion.

As of February [removed: 21, 2025, 289,440,898] [added: 20, 2026, 282,078,989] shares of the registrant’s common stock were outstanding.

Portions of Diamondback Energy, Inc.’s Proxy Statement for the [removed: 2025] [added: 2026] 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: 2024][added: 2025]

| [Glossary of Oil and Natural Gas [removed: Terms](#i053f68c8a5b54cc6914592ae094665f7_10)] [added: Terms](#i27ba2a247b584e1aae74c0210baff60c_10)] | | | [removed: [ii](#i053f68c8a5b54cc6914592ae094665f7_10)] [added: [ii](#i27ba2a247b584e1aae74c0210baff60c_10)] | | |

| [Glossary of Certain Other [removed: Terms](#i053f68c8a5b54cc6914592ae094665f7_13)] [added: Terms](#i27ba2a247b584e1aae74c0210baff60c_13)] | | | [removed: [iv](#i053f68c8a5b54cc6914592ae094665f7_13)] [added: [iv](#i27ba2a247b584e1aae74c0210baff60c_13)] | | |

| [Cautionary Statement Regarding Forward-Looking [removed: Statements](#i053f68c8a5b54cc6914592ae094665f7_16)] [added: Statements](#i27ba2a247b584e1aae74c0210baff60c_16)] | | | [removed: [v](#i053f68c8a5b54cc6914592ae094665f7_16)] [added: [v](#i27ba2a247b584e1aae74c0210baff60c_16)] | | |

| [Items 1 and 2. Business and [removed: Properties](#i053f68c8a5b54cc6914592ae094665f7_22)] [added: Properties](#i27ba2a247b584e1aae74c0210baff60c_22)] | | | [removed: [1](#i053f68c8a5b54cc6914592ae094665f7_22)] [added: [1](#i27ba2a247b584e1aae74c0210baff60c_22)] | | |

| [Item 1A. Risk [removed: Factors](#i053f68c8a5b54cc6914592ae094665f7_25)] [added: Factors](#i27ba2a247b584e1aae74c0210baff60c_46)] | | | [removed: [23](#i053f68c8a5b54cc6914592ae094665f7_25)] [added: [21](#i27ba2a247b584e1aae74c0210baff60c_46)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i053f68c8a5b54cc6914592ae094665f7_28)] [added: Comments](#i27ba2a247b584e1aae74c0210baff60c_49)] | | | [removed: [42](#i053f68c8a5b54cc6914592ae094665f7_28)] [added: [39](#i27ba2a247b584e1aae74c0210baff60c_49)] | | |

| [Item 1C. [removed: Cybersecurity](#i053f68c8a5b54cc6914592ae094665f7_31)] [added: Cybersecurity](#i27ba2a247b584e1aae74c0210baff60c_52)] | | | [removed: [42](#i053f68c8a5b54cc6914592ae094665f7_31)] [added: [39](#i27ba2a247b584e1aae74c0210baff60c_52)] | | |

| [Item 3. Legal [removed: Proceedings](#i053f68c8a5b54cc6914592ae094665f7_34)] [added: Proceedings](#i27ba2a247b584e1aae74c0210baff60c_55)] | | | [removed: [44](#i053f68c8a5b54cc6914592ae094665f7_34)] [added: [40](#i27ba2a247b584e1aae74c0210baff60c_55)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i053f68c8a5b54cc6914592ae094665f7_37)] [added: Disclosures](#i27ba2a247b584e1aae74c0210baff60c_58)] | | | [removed: [44](#i053f68c8a5b54cc6914592ae094665f7_37)] [added: [40](#i27ba2a247b584e1aae74c0210baff60c_58)] | | |

| [Item 5. Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i053f68c8a5b54cc6914592ae094665f7_43)] [added: Securities](#i27ba2a247b584e1aae74c0210baff60c_64)] | | | [removed: [45](#i053f68c8a5b54cc6914592ae094665f7_43)] [added: [41](#i27ba2a247b584e1aae74c0210baff60c_64)] | | |

| [Item 7. [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i053f68c8a5b54cc6914592ae094665f7_49)] [added: Operations](#i27ba2a247b584e1aae74c0210baff60c_70)] | | | [removed: [47](#i053f68c8a5b54cc6914592ae094665f7_49)] [added: [43](#i27ba2a247b584e1aae74c0210baff60c_70)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures [removed: about] [added: About] Market [removed: Risk](#i053f68c8a5b54cc6914592ae094665f7_100)] [added: Risk](#i27ba2a247b584e1aae74c0210baff60c_121)] | | | [removed: [64](#i053f68c8a5b54cc6914592ae094665f7_100)] [added: [59](#i27ba2a247b584e1aae74c0210baff60c_121)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i053f68c8a5b54cc6914592ae094665f7_106)] [added: Data](#i27ba2a247b584e1aae74c0210baff60c_127)] | | | [removed: [66](#i053f68c8a5b54cc6914592ae094665f7_106)] [added: [61](#i27ba2a247b584e1aae74c0210baff60c_127)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i053f68c8a5b54cc6914592ae094665f7_187)] [added: Disclosure](#i27ba2a247b584e1aae74c0210baff60c_208)] | | | [removed: [123](#i053f68c8a5b54cc6914592ae094665f7_187)] [added: [118](#i27ba2a247b584e1aae74c0210baff60c_208)] | | |

| [Item 9A. Controls and [removed: Procedures](#i053f68c8a5b54cc6914592ae094665f7_190)] [added: Procedures](#i27ba2a247b584e1aae74c0210baff60c_211)] | | | [removed: [123](#i053f68c8a5b54cc6914592ae094665f7_190)] [added: [118](#i27ba2a247b584e1aae74c0210baff60c_211)] | | |

| [Item 9B. Other [removed: Information](#i053f68c8a5b54cc6914592ae094665f7_199)] [added: Information](#i27ba2a247b584e1aae74c0210baff60c_220)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_199)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_220)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i053f68c8a5b54cc6914592ae094665f7_202)] [added: Inspections](#i27ba2a247b584e1aae74c0210baff60c_226)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_202)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_226)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i053f68c8a5b54cc6914592ae094665f7_208)] [added: Governance](#i27ba2a247b584e1aae74c0210baff60c_232)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_208)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_232)] | | |

| [Item 11. Executive [removed: Compensation](#i053f68c8a5b54cc6914592ae094665f7_211)] [added: Compensation](#i27ba2a247b584e1aae74c0210baff60c_235)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_211)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_235)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i053f68c8a5b54cc6914592ae094665f7_214)] [added: Matters](#i27ba2a247b584e1aae74c0210baff60c_238)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_214)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_238)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i053f68c8a5b54cc6914592ae094665f7_217)] [added: Independence](#i27ba2a247b584e1aae74c0210baff60c_241)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_217)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_241)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i053f68c8a5b54cc6914592ae094665f7_220)] [added: Services](#i27ba2a247b584e1aae74c0210baff60c_244)] | | | [removed: [126](#i053f68c8a5b54cc6914592ae094665f7_220)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_244)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i053f68c8a5b54cc6914592ae094665f7_226)] [added: Schedules](#i27ba2a247b584e1aae74c0210baff60c_250)] | | | [removed: [127](#i053f68c8a5b54cc6914592ae094665f7_226)] [added: [121](#i27ba2a247b584e1aae74c0210baff60c_250)] | | |

| | | | | | | None | | | | | | | | | | | |

| [PART I](#i27ba2a247b584e1aae74c0210baff60c_19) | | | | | |

| [PART II](#i27ba2a247b584e1aae74c0210baff60c_61) | | | | | |

| [Item 6. \[R](#i27ba2a247b584e1aae74c0210baff60c_67)[eserved](#i27ba2a247b584e1aae74c0210baff60c_67)[\]](#i27ba2a247b584e1aae74c0210baff60c_67) | | | [42](#i27ba2a247b584e1aae74c0210baff60c_67) | | |

| [PART III](#i27ba2a247b584e1aae74c0210baff60c_229) | | | | | |

| [PART IV](#i27ba2a247b584e1aae74c0210baff60c_247) | | | | | |

| [Signatures](#i27ba2a247b584e1aae74c0210baff60c_256) | | | [127](#i27ba2a247b584e1aae74c0210baff60c_256) | | |

| BOE/d | | | One BOE per day. | | |

| Formation | | | A layer of rock which has distinct characteristics that differ from nearby rock. | | |

| HSC Hub | | | Natural gas gathering point that serves as a benchmark price for natural gas at the Houston Ship Channel area. | | |

| Net mineral acres | | | The portion of total mineral rights a person or entity owns in a tract of land, calculated by multiplying the gross royalty acres in such tract by such person or entity’s fractional ownership interest. | | |

| Adjusted Free Cash Flow | | | A non-GAAP financial measure calculated as cash flow from operating activities before changes in working capital in excess of cash capital expenditures and further adjusted for the tax impact from divestitures, merger and transaction expenses, costs of early terminations of derivatives and settlements of any treasury locks. | | |

| SEC Prices | | | Unweighted arithmetic average of the first-day-of-the-month price for each month during the 12-month period prior to the ending date of the period covered by this report. | | |

| Tranche A Loans | | | The term loan credit agreement with Diamondback Energy, Inc., as guarantor, with Diamondback E&P, as borrower, and Citibank, N.A., as administrative agent. | | |

| Viper | | | (i) New Viper following the Sitio Acquisition, (ii) Former Viper prior to the Sitio Acquisition but after the Viper Conversion, and (iii) Viper Energy Partners LP prior to the Viper Conversion (each term as defined in Note 1—Description of the Business and Basis of Presentation in Item 8. Financial Statements and Supplementary Data of this report). | | |

| | | | | | |

| Viper Notes | | | The senior notes issued by Viper Energy, Inc. under indentures where Viper Energy Partners, LLC and other subsidiaries were guarantors, consisting of the 5.375% Senior Notes due 2027 and the 7.375% Senior Notes due 2031, and which were redeemed on November 1, 2025 and July 23, 2025, respectively. | | |

| | | | | | |

| | | | | | |

| | | | | | |

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

| | | | | | |

- physical and transition risks relating to climate change, changing political and social perspectives on climate change and other ESG (as defined below) factors, and risks from our publicly disclosed targets related to sustainability and emissions reduction initiatives;

- challenges in developing our existing leasehold acreage and finding, developing or acquiring additional reserves;

- inability to keep pace with technological developments in our industry;

- failure to meet our obligations under our oil purchase contracts;

- loss of one or more customers or their inability to meet their obligations;

- geographical concentration of our primary operations;

- risks from our return of capital commitment, and uncertainties over our future dividends and share repurchases;

- our substantial indebtedness and restrictions to our operating and financial flexibility;

- failure to identify, complete and successfully integrate acquisitions, including the recently completed Double Eagle Acquisition and Viper’s Sitio Acquisition (each as defined below);

- the Endeavor equityholders’ ability to significantly influence our business and potential conflicts of interest; and

At December 31, 2025, we owned approximately 42% of Viper’s outstanding shares of common stock on a fully diluted basis, after giving effect to the outstanding TWR Class B Option (as defined and discussed in Note 4—[Acquisitions and Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160) in Item 8.

Diamondback Acquisitions and Divestitures

We funded the cash portion of the Double Eagle Acquisition through a combination of proceeds from the 2035 Notes (as defined and discussed in Note 8—[Debt](#i27ba2a247b584e1aae74c0210baff60c_175) in Item 8.

Financial Statements and Supplementary Data of this report), proceeds from the 2025 Term Loan (as defined and discussed in Note 8—[Debt](#i27ba2a247b584e1aae74c0210baff60c_175) in Item 8.

Financial Statements and Supplementary Data of this report)

and borrowings under our credit facility.

*Non-Core Asset Divestitures*

During the year ended December 31, 2025, we divested approximately $1.7 billion in non-core assets, including our 27.5% equity interest in EPIC Crude Holdings, LP (“EPIC”) and our subsidiary, Environmental Disposal Systems, LLC, (“EDS”) which operated water assets acquired in the Endeavor Acquisition as discussed in Note 4—[Acquisitions and Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160) in Item 8.

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

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

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

| [Item 6. \[RESERVED\]](#i053f68c8a5b54cc6914592ae094665f7_46) | | | [46](#i053f68c8a5b54cc6914592ae094665f7_46) | | |

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

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

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

| BOE/d | | | Barrels of crude oil equivalent per day. | | |

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

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

| PUD | | | Proved undeveloped reserves. | | |

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

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

| SEC Prices | | | Unweighted arithmetic average oil and natural gas prices as of the first day of the month for the most recent 12 months as of the balance sheet date. | | |

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

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

- the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions;

- physical and transition risks relating to climate change;

- acts of war or terrorist acts and the governmental or military response thereto;

- risks related to the recently completed Endeavor Acquisition, the pending Double Eagle Acquisition and the pending 2025 Drop Down; and

This Annual Report includes certain terms commonly used in the oil and natural gas industry, which are defined above in the “Glossary of Oil and Natural Gas Terms.”*

At December 31, 2024, we owned approximately 45% of Viper’s outstanding shares of common stock.

Diamondback Acquisition and Divestiture

On September 10, 2024, we completed our acquisition of Endeavor Parent, LLC (“Endeavor”) (the “Endeavor Acquisition”) for consideration consisting of $7.3 billion in cash, subject to certain customary post-closing adjustments, and approximately 117.27 million shares of our common stock.

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.

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.

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

See Note 17—[Subsequent Events](#i053f68c8a5b54cc6914592ae094665f7_178) in Item 8.

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.

This data facilitates the evaluation of

This operating control also enables us to obtain data needed for efficient exploration of horizontal prospects.

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

The 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), [removed: CompTIASecurity+,] and [removed: Department of Defense (DoD)-Cybersecurity General,] [added: CompTIASecurity+,] are responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes.

In addition, our cybersecurity incident response team is responsible for responding to cybersecurity incidents [removed: in accordance with] [added: and are guided by] our Computer Security Incident Response Plan.

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; [removed: and] alerts and reports produced by security tools deployed in our IT and OT [removed: environments.][added: environments; and through reporting by employees and service providers.]

The audit committee of the board of directors receives quarterly updates [added: from our Senior Vice President and Chief Information Officer] on the status of our cybersecurity governance program, including as related to new or developing initiatives and any [added: significant] security incidents that may occur.

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

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

Risk [removed: Factors](#i053f68c8a5b54cc6914592ae094665f7_25)] [added: Factors](#i27ba2a247b584e1aae74c0210baff60c_46)] of this report for additional information regarding cybersecurity risks we face and their [removed: potential] [added: potentially material] impact on our business strategy, results of operations and financial condition.

- a third-party risk management process for service providers, which may include diligence, assessments and/or contractual requirements, depending on each service provider’s operational criticality and relative risk profile.

Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration.

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

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 Senior Vice President and Chief Information Officer.

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.

Our common stock is listed on [removed: the] Nasdaq [removed: Global Select Market] under the symbol “FANG”.

There were [removed: 4,721] [added: 4,438] holders of record of our common stock on February [removed: 21, 2025.][added: 20, 2026.]

[removed: Beginning in] [added: In] the first quarter of 2024, our board of directors [removed: has] approved a reduction in our return of capital commitment to our shareholders to at least 50% (down from 75%) of our quarterly [removed: free cash flow] [added: Adjusted Free Cash Flow] through repurchases under our share repurchase program, base dividends and variable dividends to [removed: facilitate] [added: accelerate] the repayment of indebtedness incurred in connection with the Endeavor [added: Acquisition and the Double Eagle] Acquisition.

Our board of directors’ determination with respect to any such dividends, whether base or variable, including the record date, the payment date and the actual amount of the dividend, will depend upon our [added: outlook for commodity prices, our] profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant at the time of such determination.

Issuer [removed: Repurchases] [added: Purchases] of Equity Securities

Our common stock repurchase activity for the three months ended December 31, [removed: 2024] [added: 2025] was as follows:

| Period | | | | | | Total Number of Shares [removed: Purchased(1)] [added: Purchased(1)(2)] | | | | | | Average Price Paid Per [removed: Share(2)(4)] [added: Share(3)(4)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced [removed: Plan] [added: Plan(2)] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the [removed: Plan(3)(4)] [added: Plan(4)(5)] | | |

| | | | | | | [removed: ($ In] [added: (In] millions, except per share amounts, shares in thousands) | | | | | | | | | | | | | | | | | | | | |

(1)Includes [removed: 6,454] [added: 3,301] shares of common stock repurchased from executives in order to satisfy tax withholding requirements.

[removed: (2)The] [added: (3)The] average price paid per share includes any commissions paid to repurchase stock.

[removed: (3)On September 18, 2024,] [added: On July 31, 2025,] our board of directors approved [removed: an] [added: a $2.0 billion] increase in our common stock repurchase program from [removed: $4.0] [added: $6.0] billion to [removed: $6.0] [added: $8.0] billion, excluding excise tax.

[removed: (4)The Inflation Reduction Act of 2022,] [added: (5)The IRA,] which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

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

The graph assumes an investment of $100 on December 31, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

| Calculated [removed: Values] [added: Values:] | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

During the three months ended December 31, 2025, the Company issued a total of 105,607 shares of common stock as partial consideration in connection with the acquisition of certain oil and gas leases from the sellers thereof in a private transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

| October 1, 2025 - October 31, 2025 | | | | | | 614 | | | | | | $ | 143.21 | | | | | 611 | | | | | | $ | 3,011 | |

| November 1, 2025 - November 30, 2025 | | | | | | 2,275 | | | | | | $ | 151.22 | | | | | 2,275 | | | | | | $ | 2,667 | |

| December 1, 2025 - December 31, 2025 | | | | | | 18 | | | | | | $ | 144.98 | | | | | 18 | | | | | | $ | 2,665 | |

| Total | | | | | | 2,907 | | | | | | $ | 149.49 | | | | | 2,904 | | | | | | | | |

(2)Includes 2.0 million shares repurchased from SGF FANG Holdings, LP (“SGF”) during the fourth quarter of 2025 pursuant to a privately negotiated letter agreement dated November 28, 2025.

For further discussion on the repurchase from SGF, see Note 7—[Related Party Transactions](#i27ba2a247b584e1aae74c0210baff60c_1995) in Item 8.

Financial Statements and Supplementary Data of this report.

(4)In September 2021, our board of directors initiated our stock repurchase program.

The following performance graph and related information should not be deemed “soliciting material” or to be “filed” with the SEC, nor should such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such information by reference into such a filing.

The performance graph and information are included for historical comparative purposes only and should not be considered indicative of future stock performance.

| Diamondback Energy, Inc. | | | $100.00 | | | | | | $227.44 | | | | | | $308.19 | | | | | | $368.65 | | | | | | $406.86 | | | | | | $383.98 | | |

| S&P 500 | | | $100.00 | | | | | | $128.68 | | | | | | $105.36 | | | | | | $133.03 | | | | | | $166.28 | | | | | | $195.98 | | |

| XOP | | | $100.00 | | | | | | $166.76 | | | | | | $242.36 | | | | | | $250.96 | | | | | | $248.37 | | | | | | $243.04 | | |

Future base and variable dividends are at the discretion of our board of directors, and the board of directors may change the dividend amount from time to time based on the Company's outlook for commodity prices, liquidity, debt levels, capital resources, free cash flow and other factors.

None.

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

| 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 | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: Number](#i053f68c8a5b54cc6914592ae094665f7_109) 248[)](#i053f68c8a5b54cc6914592ae094665f7_109)] [added: Number](#i27ba2a247b584e1aae74c0210baff60c_130) 248[)](#i27ba2a247b584e1aae74c0210baff60c_130)] | | | [removed: [67](#i053f68c8a5b54cc6914592ae094665f7_109)] [added: [62](#i27ba2a247b584e1aae74c0210baff60c_130)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i053f68c8a5b54cc6914592ae094665f7_115)] [added: Sheets](#i27ba2a247b584e1aae74c0210baff60c_136)] | | | [removed: [70](#i053f68c8a5b54cc6914592ae094665f7_115)] [added: [66](#i27ba2a247b584e1aae74c0210baff60c_136)] | | |

| | | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#i053f68c8a5b54cc6914592ae094665f7_121)] [added: Income](#i27ba2a247b584e1aae74c0210baff60c_139)] | | | [removed: [71](#i053f68c8a5b54cc6914592ae094665f7_121)] [added: [65](#i27ba2a247b584e1aae74c0210baff60c_139)] | | |

| | | | [Consolidated Statements of [removed: Stockholders' Equity](#i053f68c8a5b54cc6914592ae094665f7_124)] [added: Stockholders’ Equity](#i27ba2a247b584e1aae74c0210baff60c_142)] | | | [removed: [72](#i053f68c8a5b54cc6914592ae094665f7_124)] [added: [68](#i27ba2a247b584e1aae74c0210baff60c_142)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i053f68c8a5b54cc6914592ae094665f7_127)] [added: Flows](#i27ba2a247b584e1aae74c0210baff60c_145)] | | | [removed: [73](#i053f68c8a5b54cc6914592ae094665f7_127)] [added: [67](#i27ba2a247b584e1aae74c0210baff60c_145)] | | |

[removed: | | | | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#i053f68c8a5b54cc6914592ae094665f7_130) | | | [74](#i053f68c8a5b54cc6914592ae094665f7_130) | | |][added: Statements-(Continued)]

| | | | [Note 1 - Description of the Business and Basis of [removed: Presentation](#i053f68c8a5b54cc6914592ae094665f7_133)] [added: Presentation](#i27ba2a247b584e1aae74c0210baff60c_151)] | | | [removed: [74](#i053f68c8a5b54cc6914592ae094665f7_133)] [added: [69](#i27ba2a247b584e1aae74c0210baff60c_151)] | | |

| | | | [Note 2 - Summary of Significant Accounting [removed: Policies](#i053f68c8a5b54cc6914592ae094665f7_136)] [added: Policies](#i27ba2a247b584e1aae74c0210baff60c_154)] | | | [removed: [75](#i053f68c8a5b54cc6914592ae094665f7_136)] [added: [70](#i27ba2a247b584e1aae74c0210baff60c_154)] | | |

| | | | [Note 3 - Revenue from Contracts with [removed: Customers](#i053f68c8a5b54cc6914592ae094665f7_139)] [added: Customers](#i27ba2a247b584e1aae74c0210baff60c_157)] | | | [removed: [83](#i053f68c8a5b54cc6914592ae094665f7_139)] [added: [77](#i27ba2a247b584e1aae74c0210baff60c_157)] | | |

| | | | [Note 4 - Acquisitions and [removed: Divestitures](#i053f68c8a5b54cc6914592ae094665f7_142)] [added: Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160)] | | | [removed: [84](#i053f68c8a5b54cc6914592ae094665f7_142)] [added: [78](#i27ba2a247b584e1aae74c0210baff60c_160)] | | |

| | | | [removed: [Note 6 -] [added: [Note](#i27ba2a247b584e1aae74c0210baff60c_166) [5](#i27ba2a247b584e1aae74c0210baff60c_166) [-] Property and [removed: Equipment](#i053f68c8a5b54cc6914592ae094665f7_145)] [added: Equipment](#i27ba2a247b584e1aae74c0210baff60c_166)] | | | [removed: [94](#i053f68c8a5b54cc6914592ae094665f7_145)] [added: [88](#i27ba2a247b584e1aae74c0210baff60c_166)] | | |

| | | | [removed: [Note 7 -] [added: [Note](#i27ba2a247b584e1aae74c0210baff60c_169) [6](#i27ba2a247b584e1aae74c0210baff60c_169) [-] Asset Retirement [removed: Obligations](#i053f68c8a5b54cc6914592ae094665f7_148)] [added: Obligations](#i27ba2a247b584e1aae74c0210baff60c_169)] | | | [removed: [95](#i053f68c8a5b54cc6914592ae094665f7_148)] [added: [89](#i27ba2a247b584e1aae74c0210baff60c_169)] | | |

| | | | [Note [removed: 10] [added: 9] - [removed: Stockholders'] [added: Stockholders’] Equity and Earnings (Loss) Per [removed: Share](#i053f68c8a5b54cc6914592ae094665f7_157)] [added: Share](#i27ba2a247b584e1aae74c0210baff60c_178)] | | | [removed: [101](#i053f68c8a5b54cc6914592ae094665f7_157)] [added: [96](#i27ba2a247b584e1aae74c0210baff60c_178)] | | |

| | | | [removed: [Note 11 -] [added: [Note](#i27ba2a247b584e1aae74c0210baff60c_181) [10](#i27ba2a247b584e1aae74c0210baff60c_181) [-] Equity-Based [removed: Compensation](#i053f68c8a5b54cc6914592ae094665f7_160)] [added: Compensation](#i27ba2a247b584e1aae74c0210baff60c_181)] | | | [removed: [103](#i053f68c8a5b54cc6914592ae094665f7_160)] [added: [99](#i27ba2a247b584e1aae74c0210baff60c_181)] | | |

| | | | [removed: [Note 14 -] [added: [Note](#i27ba2a247b584e1aae74c0210baff60c_190) [13](#i27ba2a247b584e1aae74c0210baff60c_190) [-] Fair Value [removed: Measurements](#i053f68c8a5b54cc6914592ae094665f7_169)] [added: Measurements](#i27ba2a247b584e1aae74c0210baff60c_190)] | | | [removed: [111](#i053f68c8a5b54cc6914592ae094665f7_169)] [added: [107](#i27ba2a247b584e1aae74c0210baff60c_190)] | | |

| | | | [removed: [Note 15 -] [added: [Note](#i27ba2a247b584e1aae74c0210baff60c_193) [14](#i27ba2a247b584e1aae74c0210baff60c_193) [-] Supplemental Information to Statements of Cash [removed: Flows](#i053f68c8a5b54cc6914592ae094665f7_172)] [added: Flows](#i27ba2a247b584e1aae74c0210baff60c_193)] | | | [removed: [114](#i053f68c8a5b54cc6914592ae094665f7_172)] [added: [110](#i27ba2a247b584e1aae74c0210baff60c_193)] | | |

| [added: Commitments and contingencies (Note 15)] | | | [removed: [Note 16 - Commitments and Contingencies](#i053f68c8a5b54cc6914592ae094665f7_175)] | | | [removed: [114](#i053f68c8a5b54cc6914592ae094665f7_175)] | | | [added: | | |]

| | | | [removed: [Note 19 -] [added: [Note](#i27ba2a247b584e1aae74c0210baff60c_205) [18](#i27ba2a247b584e1aae74c0210baff60c_205) [-] Supplemental Information on Oil and Natural Gas Operations [removed: (Unaudited)](#i053f68c8a5b54cc6914592ae094665f7_184)] [added: (Unaudited)](#i27ba2a247b584e1aae74c0210baff60c_205)] | | | [removed: [117](#i053f68c8a5b54cc6914592ae094665f7_184)] [added: [113](#i27ba2a247b584e1aae74c0210baff60c_205)] | | |

We have audited the accompanying consolidated balance sheets of Diamondback Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations and comprehensive income, [removed: stockholders’ equity, and] cash [removed: flows] [added: flows, and stockholders’ equity] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in the 2013 [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion.

*Estimation of proved reserves as it relates to the calculation and recognition of depletion [removed: expense] and [added: impairment expense, and] the valuation of acquired reserves in connection with the [removed: acquisition of Endeavor’s oil and natural gas properties] [added: Double Eagle Acquisition] and [removed: proved reserves in connection with] the [removed: Viper Tumbleweed Acquisitions of] [added: acquired] mineral and royalty [removed: interests*][added: interests in the Sitio Acquisition*]

As described further in Note 2 to the 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 [added: and impairment] expense.

Additionally, as described [added: further] in [removed: Notes] [added: Note] 4 [removed: and 5] to the consolidated financial statements, the Company acquired significant oil and natural gas properties and mineral and royalty interests [removed: during the year] through the [removed: Endeavor] [added: Double Eagle Acquisition] and [removed: Viper Tumbleweed Acquisitions, respectively.][added: Sitio Acquisition, respectively, which requires management to make estimates of reserve volumes and future revenues to value the properties.]

[removed: We identified the estimation of reserves attributable to oil] [added: | Oil] and natural gas [removed: properties,][added: properties: | | | | | | | | | | | |]

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

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

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

◦Compared the [removed: estimated] pricing [removed: and pricing differentials] used in the reserve report to [added: relevant pricing benchmarks and] realized prices related to revenue transactions recorded in the current [removed: year for the pricing differentials;][added: year;]

◦Obtained evidence supporting the [removed: amount of] development of proved undeveloped properties reflected in the reserve report and compared future development plans to historical conversion rates to evaluate the likelihood of development related to the proved undeveloped properties; and

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

◦Evaluated the level of knowledge, skill and ability of [added: the] specialists utilized by the Company to assist in the preparation of the estimates of fair value of oil and natural gas properties [added: and mineral and royalty interests] acquired;

◦Utilized a valuation specialist to evaluate the reasonableness of the Company’s valuation methodology of the [removed: Endeavor] [added: Double Eagle Acquisition and Sitio] Acquisition, [added: respectively,] including testing key inputs and assumptions by understanding and assessing the process used to develop the estimate or through development of an independent expectation;

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

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

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

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

| Cash and cash equivalents [removed: ($27] [added: ($13] million and [removed: $26] [added: $27] million related to Viper) | | | $ | [removed: 161] [added: 104] | | | | | $ | [removed: 582] [added: 161] | |

| Restricted cash | | | [removed: 3] [added: 2] | | | | | | 3 | | |

| Joint interest and other, net | | | [removed: 198] [added: 258] | | | | | | [removed: 192] [added: 198] | | |

| | | | [Notes to Consolidated Financial Statements](#i27ba2a247b584e1aae74c0210baff60c_148) | | | [69](#i27ba2a247b584e1aae74c0210baff60c_148) | | |

| | | | [Note 7 - Related Party Transactions](#i27ba2a247b584e1aae74c0210baff60c_1995) | | | [89](#i27ba2a247b584e1aae74c0210baff60c_1995) | | |

| | | | [Note](#i27ba2a247b584e1aae74c0210baff60c_175) [8](#i27ba2a247b584e1aae74c0210baff60c_175) [- Debt](#i27ba2a247b584e1aae74c0210baff60c_175) | | | [91](#i27ba2a247b584e1aae74c0210baff60c_175) | | |

| | | | [Note](#i27ba2a247b584e1aae74c0210baff60c_184) [11](#i27ba2a247b584e1aae74c0210baff60c_184) [- Income Taxes](#i27ba2a247b584e1aae74c0210baff60c_184) | | | [101](#i27ba2a247b584e1aae74c0210baff60c_184) | | |

| | | | [Note](#i27ba2a247b584e1aae74c0210baff60c_187) [12](#i27ba2a247b584e1aae74c0210baff60c_187) [- Derivatives](#i27ba2a247b584e1aae74c0210baff60c_187) | | | [105](#i27ba2a247b584e1aae74c0210baff60c_187) | | |

| | | | [Note](#i27ba2a247b584e1aae74c0210baff60c_199) [16](#i27ba2a247b584e1aae74c0210baff60c_199) [- Subsequent Events](#i27ba2a247b584e1aae74c0210baff60c_199) | | | [112](#i27ba2a247b584e1aae74c0210baff60c_199) | | |

| | | | [Note](#i27ba2a247b584e1aae74c0210baff60c_202) [17](#i27ba2a247b584e1aae74c0210baff60c_202) [- Segment Information](#i27ba2a247b584e1aae74c0210baff60c_202) | | | [112](#i27ba2a247b584e1aae74c0210baff60c_202) | | |

February 25, 2026

| Other operating expenses, net | | | 77 | | | | | | 406 | | | | | | 151 | | |

| | | | 2025 | | | | | | 2024 | | |

| Prepaid expenses and other current assets ($50 million and $31 million related to Viper) | | | 337 | | | | | | 245 | | |

| Proved properties ($9,746 million and $3,533 million related to Viper) | | | 71,588 | | | | | | 59,574 | | |

| Unproved properties ($4,910 million and $2,180 million related to Viper) | | | 23,941 | | | | | | 22,666 | | |

| Other assets | | | 523 | | | | | | 710 | | |

| Accounts payable and accrued capital expenditures | | | $ | 1,168 | | | | | $ | 943 | |

| Depreciation, depletion, amortization and accretion | | | 5,038 | | | | | | 2,850 | | | | | | 1,746 | | |

| Other | | | (430) | | | | | | 133 | | | | | | 11 | | |

| Proceeds from debt | | | 15,042 | | | | | | 9,875 | | | | | | 5,179 | | |

| Repayment of debt | | | (13,467) | | | | | | (3,502) | | | | | | (4,802) | | |

| Repurchased shares - related party | | | (305) | | | | | | — | | | | | | — | | |

| | | | Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | 107 | | | | | | — | | | | | | — | | | | | | — | | | | | | 107 | | |

| Issuance of shares upon vesting of equity awards | | | 664 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Repurchased shares under repurchase program, including excise tax | | | (11,838) | | | | | | — | | | | | | (1,711) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,711) | | |

| Repurchased shares - related party, including excise tax | | | (2,000) | | | | | | — | | | | | | (308) | | | | | | — | | | | | | — | | | | | | — | | | | | | (308) | | |

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

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

| Dividends paid | | | — | | | | | | — | | | | | | — | | | | | | (1,156) | | | | | | — | | | | | | — | | | | | | (1,156) | | |

| Common shares issued for acquisition | | | 6,948 | | | | | | — | | | | | | 1,116 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,116 | | |

| Viper common stock issued for acquisition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,435 | | | | | | 1,435 | | |

| Viper LLC’s units issued for acquisition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,445 | | | | | | 1,445 | | |

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

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 1,664 | | | | | | — | | | | | | (117) | | | | | | 1,547 | | |

| Balance at December 31, 2025 | | | 284,595 | | | | | | $ | 3 | | | | | $ | 32,236 | | | | | $ | 4,740 | | | | | $ | (7) | | | | | $ | 5,995 | | | | | $ | 42,967 | |

On August 19, 2025, upon completion of Viper’s Sitio Acquisition (as defined and discussed in Note 4—[Acquisitions and Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160)), VNOM Sub, Inc., (formerly Viper Energy, Inc., “Former Viper”) became a wholly owned subsidiary of Viper Energy Inc., (formerly New Cobra Pubco, Inc., “New Viper”).

As of December 31, 2025, the Company owned approximately 42% of Viper’s combined outstanding Class A common stock and Class B common stock on a fully diluted basis, after giving effect to the outstanding TWR Class B Option (as defined and discussed in Note 4—[Acquisitions and Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160)).

References to “Viper” refer to (i) New Viper following the Sitio Acquisition, (ii) Former Viper prior to the Sitio Acquisition but after the Viper Conversion, and (iii) Viper Energy Partners LP prior to the Viper Conversion.

For definition and details on Viper’s Sitio Acquisition, see Note 4—[Acquisitions and Divestitures](#i27ba2a247b584e1aae74c0210baff60c_160).

For those contracts where the Company has concluded it is the principal and the ultimate third party is its customer, the Company

amounts are reported on a net basis on the consolidated balance sheets.

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

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

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

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

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

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

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

◦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;

February 26, 2025

| Oil and natural gas properties, full cost method of accounting ($22,666 million and $8,659 million excluded from amortization at December 31, 2024 and December 31, 2023, respectively) ($5,713 million and $4,629 million related to Viper and $2,180 million and $1,769 million excluded from amortization related to Viper) | | | 82,240 | | | | | | 42,430 | | |

| Funds held in escrow | | | 1 | | | | | | — | | |

| Equity method investments | | | 375 | | | | | | 529 | | |

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

| Accounts payable - trade | | | $ | 253 | | | | | $ | 261 | |

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

| Merger and integration expenses | | | 303 | | | | | | 11 | | | | | | 14 | | |

| Other operating expenses | | | 103 | | | | | | 140 | | | | | | 112 | | |

| Income (loss) from equity investments, net | | | 21 | | | | | | 48 | | | | | | 77 | | |

| Balance at December 31, 2021 | | | 177,551 | | | | | | $ | 2 | | | | | $ | 14,084 | | | | | $ | (1,998) | | | | | $ | — | | | | | $ | 1,157 | | | | | $ | 13,245 | |

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

| Dividend paid | | | — | | | | | | — | | | | | | — | | | | | | (1,572) | | | | | | — | | | | | | — | | | | | | (1,572) | | |

| Exercise of stock options and vesting of restricted stock units | | | 718 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 4,386 | | | | | | — | | | | | | 176 | | | | | | 4,562 | | |

| Repurchased shares/units under Viper's buyback programs | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (95) | | | | | | (95) | | |

| Viper equity-based compensation | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 4 | | |

| (Income) loss from equity investment, net | | | (21) | | | | | | (48) | | | | | | (77) | | |

| Equity-based compensation expense | | | 65 | | | | | | 54 | | | | | | 55 | | |

| Income tax receivable | | | 9 | | | | | | 283 | | | | | | (283) | | |

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

| Proceeds from borrowings under credit facilities | | | 3,375 | | | | | | 4,779 | | | | | | 5,204 | | |

| Repayments under credit facilities | | | (3,377) | | | | | | (4,668) | | | | | | (5,551) | | |

| Proceeds from senior notes | | | 5,500 | | | | | | 400 | | | | | | 2,500 | | |

| Repayment of senior notes | | | (25) | | | | | | (134) | | | | | | (2,410) | | |

| Proceeds from (repayments to) joint venture | | | — | | | | | | — | | | | | | (74) | | |

| Premium on extinguishment of debt | | | — | | | | | | — | | | | | | (63) | | |

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

Rattler Merger

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

Rattler continued as the surviving entity.

Following the Rattler Merger, the Company owns all of Rattler’s outstanding common units and Class B units, and Rattler’s GP remains the general partner of Rattler.

[added: *Evaluation of Disclosure Controls and Procedures.*] Under the direction of our Chief Executive Officer and Chief Financial Officer, we have established disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The disclosure controls and procedures [removed: are also intended] [added: include, without limitation, controls and procedures designed] to ensure that [removed: such] information [added: required to be disclosed by us in the reports that we file or submit under the Exchange Act] is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required [removed: disclosures.][added: disclosure.]

As of December 31, [removed: 2024,] [added: 2025,] 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 [removed: 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: 2024,] [added: 2025,] our disclosure controls and procedures are [removed: effective.][added: effective at the reasonable assurance level.]

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 [removed: the Endeavor] [added: Viper’s Sitio] Acquisition on [removed: September 10, 2024.][added: August 19, 2025.]

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: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, [added: our] internal [removed: controls] [added: control] over financial reporting.

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

Based on its evaluation under the framework in the 2013 Internal Control-Integrated Framework, management did not identify any material weaknesses in the Company’s internal control over financial reporting and determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

The total assets [removed: and revenues] of [removed: Endeavor] [added: Sitio] represent approximately [removed: 54% and 16%] [added: 6%] of [removed: the related] [added: our] consolidated [removed: financial statement amounts] [added: total assets] as of [added: December 31, 2025,] and [added: the revenues of Sitio represent 1% of our consolidated revenues] for the year ended December 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting at December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in the 2013 [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: 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: 2024,] [added: 2025,] based on criteria established in the 2013 [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: 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: 2024,] [added: 2025,] and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on those financial statements.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of [removed: Endeavor Energy Resources, LP, a wholly-owned subsidiary,] [added: the entities acquired in the Sitio Acquisition,] whose financial statements reflect total assets and revenues constituting [removed: 54] [added: 6] and [removed: 16] [added: 1] percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2024.][added: 2025.]

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of [removed: Endeavor Energy Resources, LP.][added: the entities acquired in the Sitio Acquisition.]

Viper is in the process of integrating the entities acquired in the Sitio Acquisition.

As indicated in Management’s Report, the entities acquired in the Sitio Acquisition were acquired during 2025.

February 25, 2026

*Evaluation of Disclosure Controls and Procedures*.

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

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

February 26, 2025

None of [removed: the Company’s other] [added: our] 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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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

Information as to Item 11 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

| [removed: Exhibit Number] [added: Exhibit Number] | | | | | | [removed: Description] [added: Description] | | |

| 2.1# | | | | | | [Agreement and Plan of Merger, dated as of [removed: December 20, 2020,] [added: May 15, 2022,] by and among Diamondback Energy, Inc., [removed: Bohemia] [added: Rattler Midstream GP LLC, Bacchus] Merger [removed: Sub, Inc.] [added: Sub Company] and [removed: QEP Resources, Inc.] [added: Rattler Midstream LP] (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on [removed: December 21, 2020).](https://www.sec.gov/Archives/edgar/data/1539838/000119312520322296/d93715dex21.htm)] [added: May 16, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000119312522151938/d338417dex21.htm)] | | |

| [removed: 2.2#] [added: 2.3] | | | | | | [removed: [Agreement and Plan of Merger, dated as of May 15, 2022,] [added: [Letter Agreement, amending the Merger Agreement,] by and among [removed: Diamondback Energy, Inc., Rattler Midstream GP LLC, Bacchus] [added: the Company, Endeavor,] Merger Sub [removed: Company] [added: I, Merger Sub II] and [removed: Rattler Midstream LP] [added: 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 [removed: May 16, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000119312522151938/d338417dex21.htm)] [added: March 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124013891/ny20021341x11_ex2-1.htm)] | | |

| [removed: 2.3#] [added: 2.2#] | | | | | | [Agreement and Plan of Merger, dated as of February 11, 2024, by and among the Company, Endeavor, Merger Sub I, Merger Sub II and the Company Representative (for purposes of certain sections set forth therein) (incorporated by reference to Exhibit 2.1 to the Form 8-K, File [removed: No] [added: No.] 001-35700, filed by the Company with the SEC on February 12, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124006881/ny20021341x1_ex2-1.htm) | | |

| [removed: 2.4] [added: 4.19] | | | | | | [removed: [Letter Agreement, amending the Merger] [added: [Stockholders] Agreement, by and among the [removed: Company, Endeavor, Merger Sub I, Merger Sub II] [added: Company] and the [removed: Company Representative,] [added: initial stockholders named therein,] dated [removed: March 18,] [added: September 10,] 2024 (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Form 8-K, File [removed: No] [added: No.] 001-35700, filed by the Company with the SEC on [removed: March 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124013891/ny20021341x11_ex2-1.htm)] [added: September 10, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm)] | | |

| 3.3 | | | | | | [removed: [Fifth Amended] [added: [Sixth](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [Amended] and Restated Bylaws of the Company, adopted as [removed: of September 18, 2024 (incorporated] [added: of](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [October](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[31](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[5](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [(incorporated] by reference to Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[3](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [to] the [removed: Form 8-K,] [added: Form](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[,] File No. 001-35700, filed by the Company with the SEC [removed: on September 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124041466/ef20035944_ex3-1.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [November](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm) [](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[5](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[5](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)[).](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000147/q32025diamondback10-qxex33.htm)] | | |

| [removed: 4.1*] [added: 4.1] | | | | | | [Description of the Company’s [removed: 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)] [added: Securities, (incorporated by reference to Exhibit 4.1 to the Form 10-K, File No. 000-35700, filed by the Company with the SEC on February 26, 2025).](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex41.htm)] | | |

| [removed: 4.9] [added: 4.17] | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of [removed: October 16, 2019,] [added: July 23, 2025, by and] among Viper Energy Partners [removed: LP, as issuer, Viper Energy Partners] LLC, [removed: as guarantor,] [added: Former Viper] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee] [added: Trustee] (including the form of [removed: 5.375% Senior Notes due 2027)] [added: the Notes)] (incorporated by reference to Exhibit [removed: 4.1 of] [added: 4.2 to] the [removed: Current Report on] Form [removed: 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP (File 001-36505)] [added: 8-K, File No. 001-36505,] filed [added: by Former Viper with the SEC] on [removed: October 17, 2019).](https://www.sec.gov/Archives/edgar/data/1602065/000110465919054635/tm19193893_ex4-1.htm)] [added: July 23, 2025).](https://www.sec.gov/Archives/edgar/data/1602065/000119312525163455/d901207dex42.htm)] | | |

| [removed: 4.10] [added: 4.13] | | | | | | [First Supplemental Indenture, dated as of [removed: November] [added: December] 13, [removed: 2023,] [added: 2022,] among [removed: Viper] [added: Diamondback] Energy, Inc., [removed: as successor issuer to Viper Energy Partners LP,] [added: Diamondback E&P LLC] and Computershare Trust Company, National Association, as [removed: trustee, relating to 5.375%] [added: trustee (including the form of 6.250%] Senior Notes due [removed: 2027] [added: 2053)] (incorporated by reference to Exhibit [removed: 10.2 of Viper Energy, Inc.’s Current Report on] [added: 4.2 to the] Form [removed: 8-K (File 001-36505)] [added: 8-K, File No. 001-35700,] filed [added: by the Company with the SEC] on [removed: November 17, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000097/viperex102-11x17x23.htm)] [added: December 13, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922126629/tm2232530d1_ex4-2.htm)] | | |

| [removed: 4.11] [added: 4.16] | | | | | | [Indenture, dated as of [removed: October 19, 2023, among Viper Energy Partners LP, as issuer,] [added: July 23, 2025, between] Viper Energy Partners [removed: LLC, as guarantor] [added: LLC] and Computershare Trust [removed: Company] [added: Company,] National Association, as [removed: trustee (including the form of Viper Energy Partners LP’s 7.375% Senior Notes due 2031)] [added: Trustee] (incorporated by reference to Exhibit 4.1 [removed: of] [added: to] the [removed: Current Report on] Form [removed: 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP, (File 001-36505),] [added: 8-K, File No. 001-36505,] filed [added: by Former Viper with the SEC] on [removed: October 25, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000076/viperex41-10x25x23.htm)] [added: July 23, 2025).](https://www.sec.gov/Archives/edgar/data/1602065/000119312525163455/d901207dex41.htm)] | | |

| 4.12 | | | | | | [removed: [First Supplemental Indenture,] [added: [Indenture,] dated as of [removed: November] [added: December] 13, [removed: 2023, by and] [added: 2022,] between [removed: Viper] [added: Diamondback] Energy, [removed: Inc., as the successor issuer to Viper Energy Partners LP,] [added: Inc.] and Computershare Trust Company, National Association, as [removed: trustee, relating to 7.375% Senior Notes due 2031] [added: trustee] (incorporated by reference to Exhibit [removed: 10.3] [added: 4.1] to [removed: Viper Energy, Inc.’s Current Report on] [added: the] Form [removed: 8-K (File 001-36505)] [added: 8-K, File No. 001-35700,] filed [added: by the Company with the SEC] on [removed: November 17, 2023).](https://www.sec.gov/Archives/edgar/data/1602065/000160206523000097/viperex103-11x17x23.htm)] [added: December 13, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922126629/tm2232530d1_ex4-1.htm)] | | |

| [removed: 4.16] [added: 4.9] | | | | | | [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(](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)] [added: 4(d)(iii)] to the Form 10-K, File No. 001-7810, filed by Energen Corporation with the SEC on February 28, 2018).](https://www.sec.gov/Archives/edgar/data/3146/000095014401509873/g73137ex4-diii.txt) | | |

| [removed: 4.17] [added: 4.10] | | | | | | [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 [removed: QEP Resources Inc.’s Current Report on] [added: the] Form 8-K, [added: File No. 001-34778,] filed [added: by QEP Resources, Inc.] with the SEC on March 1, 2012).](https://www.sec.gov/Archives/edgar/data/1108827/000119312512091528/d310241dex41.htm) | | |

| [removed: 4.21] [added: 4.11] | | | | | | [First Supplemental Indenture, dated as of March 23, 2021, among QEP Resources, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 24, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000110465921040981/tm218746d8_ex4-3.htm) | | |

| [removed: 4.22] [added: 4.15] | | | | | | [removed: [Indenture,] [added: [Third Supplemental Indenture,] dated as of [removed: December 13, 2022,] [added: March 20, 2025,] between Diamondback Energy, [removed: Inc.] [added: Inc., Diamondback E&P LLC] and Computershare Trust Company, National Association, as [removed: trustee] [added: Trustee] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on [removed: December 13, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922126629/tm2232530d1_ex4-1.htm)] [added: March 20, 2025).](https://www.sec.gov/Archives/edgar/data/1539838/000114036125009701/ef20045911_ex4-2.htm)] | | |

| [removed: 4.23] [added: 4.14] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: December 13, 2022,] [added: April 18, 2024, by and] among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as [removed: trustee] [added: Trustee] (including [removed: the form] [added: forms] of [removed: 6.250%] [added: 5.200%] Senior Notes due [removed: 2053)] [added: 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 [removed: December 13, 2022).](https://www.sec.gov/Archives/edgar/data/1539838/000110465922126629/tm2232530d1_ex4-2.htm)] [added: April 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124020511/ef20027000_ex4-2.htm)] | | |

| [removed: 4.24] [added: 4.18] | | | | | | [Second Supplemental Indenture, dated as of [removed: April 18, 2024,] [added: August 19, 2025,] by and among [removed: Diamondback Energy, Inc., Diamondback E&P LLC] [added: Viper Energy Partners LLC, New Viper] and Computershare Trust Company, National [removed: 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)] [added: Association] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.8] to the Form [removed: 8-K,] [added: 8-K12B,] File [removed: no. 001-35700,] [added: No. 001-42807,] filed by [removed: the Company] [added: New Viper] with the SEC on [removed: April 18, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124020511/ef20027000_ex4-2.htm)] [added: August 19, 2025).](https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/d66098dex48.htm)] | | |

| [removed: 4.25] [added: 10.15+] | | | | | | [removed: [Stockholders] [added: [Letter] Agreement, by and [removed: among] [added: between] the Company and [removed: the initial stockholders named therein,] [added: Travis D. Stice,] dated [removed: September 10, 2024] [added: February 20, 2025] (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on [removed: September 10, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm)] [added: February 20, 2025).](https://www.sec.gov/Archives/edgar/data/1539838/000114036125005267/ef20043983_ex10-1.htm)] | | |

| 10.1+ | | | | | | [2021 Amended and Restated Diamondback Energy, Inc. Equity Incentive Plan (incorporated by reference to Appendix B to Schedule DEF [removed: 14A] [added: 14A, File No. 001-35700,] filed by the Company with the SEC on April 23, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000130817921000252/lfang2021_def14a.htm) | | |

| 10.3+ | | | | | | [removed: [2021] [added: [2023] Form of [removed: Time Vesting] [added: Time-based] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.4 of] [added: 10.8 to] the [removed: Annual Report on] Form [removed: 10-K (File 001-35700)] [added: 10-K, File No. 001-35700,] filed by the Company with the SEC on February [removed: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex104.htm)] [added: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm)] | | |

| 10.4+ | | | | | | [removed: [2021] [added: [2023] Form of [removed: Performance Vesting] [added: Performance-based] Restricted Stock Unit Agreement (incorporated by reference to Exhibit [removed: 10.5 of] [added: 10.9 to] the [removed: Annual Report on] Form [removed: 10-K (File 001-35700)] [added: 10-K, File No. 001-35700,] filed by the Company with the SEC on February [removed: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex105.htm)] [added: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm)] | | |

| 10.5+ | | | | | | [removed: [2022] [added: [2024] Form of [removed: Time Vesting] [added: Time-based] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.6] [added: 10.9] to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February [removed: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex106.htm)] [added: 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm)] | | |

| 10.6+ | | | | | | [removed: [2022] [added: [2024] Form of [removed: Performance Vesting] [added: Performance-based] Restricted Stock Unit Agreement (incorporated by reference to Exhibit [removed: 10.7 of] [added: 10.10 to] the [removed: Annual Report on] Form [removed: 10-K (File 001-35700)] [added: 10-K, File No. 001-35700,] filed by the Company with the SEC on February [removed: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex107.htm)] [added: 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm)] | | |

| 10.7+ | | | | | | [removed: [2023] [added: [2025] Form of [removed: Time Vesting] [added: Time-based] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.8] [added: 10.11] to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February [removed: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex108.htm)] [added: 26, 2025).](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1011.htm)] | | |

| 10.8+ | | | | | | [removed: [2023] [added: [2025] Form of [removed: Performance Vesting] [added: Performance-based] Restricted Stock Unit Agreement (incorporated by reference to Exhibit [removed: 10.9 of] [added: 10.12 to] the [removed: Annual Report on] Form [removed: 10-K (File 001-35700)] [added: 10-K, File No. 001-35700,] filed by the Company with the SEC on February [removed: 23, 2023).](https://www.sec.gov/Archives/edgar/data/1539838/000153983823000022/diamondback202210-kxex109.htm)] [added: 26, 2025).](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex1012.htm)] | | |

| [removed: 10.9+] [added: 19.1] | | | | | | [removed: [2024 Form of Time Vesting Restricted Stock Unit Award Agreement] [added: [Insider Trading Policy] (incorporated by reference to Exhibit [removed: 10.9] [added: 19.1] to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February [removed: 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex109.htm)] [added: 26, 2025).](https://www.sec.gov/Archives/edgar/data/1539838/000153983825000021/diamondback202410-kxex191.htm)] | | |

| [removed: 10.10+] [added: 10.14+] | | | | | | [removed: [2024 Form of Performance-Vesting Restricted Stock Unit Agreement] [added: [Executive Annual Incentive Compensation Plan adopted in February 2021] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.11] to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February [removed: 22, 2024).](https://www.sec.gov/Archives/edgar/data/1539838/000153983824000019/diamondback202310-kxex1010.htm)] [added: 25, 2021).](https://www.sec.gov/Archives/edgar/data/1539838/000153983821000015/diamondback202010-kxex1011.htm)] | | |