Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Listing and Holders of Record

Our common stock is listed on Nasdaq under the symbol “FANG”. There were 4,438 holders of record of our common stock on February 20, 2026.

Dividend Policy

In the first quarter of 2024, our board of directors approved a reduction in our return of capital commitment to our shareholders to at least 50% (down from 75%) of our quarterly Adjusted Free Cash Flow through repurchases under our share repurchase program, base dividends and variable dividends to accelerate the repayment of indebtedness incurred in connection with the Endeavor Acquisition and the Double Eagle Acquisition. Our board of directors intends to continue the payment of dividends to the holders of the Company’s common stock in the future; however, the Company can provide no assurance that dividends will be authorized or declared in the future or as to the amount or type of any future dividends. 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 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.

Recent Sales of Unregistered Securities

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.

Issuer Purchases of Equity Securities

Our common stock repurchase activity for the three months ended December 31, 2025 was as follows:

(1)Includes 3,301 shares of common stock repurchased from executives in order to satisfy tax withholding requirements. Such shares are cancelled and retired immediately upon repurchase.

(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 in Item 8. Financial Statements and Supplementary Data of this report.

(3)The average price paid per share includes any commissions paid to repurchase stock.

(4)In September 2021, our board of directors initiated our stock repurchase program. On July 31, 2025, our board of directors approved a $2.0 billion increase in our common stock repurchase program from $6.0 billion to $8.0 billion, excluding excise tax. The stock repurchase program has no time limit and may be suspended, modified, or discontinued by the board of directors at any time.

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

Stock Performance Graph

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.

The performance graph includes a comparison of our cumulative total stockholder return over a five-year period with the cumulative total returns of the Standard & Poor’s 500 Stock Index, or the S&P 500, and the SPDR S&P Oil & Gas Exploration and Production ETF, or XOP. The graph assumes an investment of $100 on December 31, 2020, and that all dividends were reinvested.