Item 1. FINANCIAL STATEMENTS
156K characters. Original on sec.gov · Markdown
Item 1. FINANCIAL STATEMENTS
| Diamondback Energy, Inc. and Subsidiaries | |||||||||||
| Condensed Consolidated Balance Sheets | |||||||||||
| (Unaudited) | |||||||||||
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (In millions, except par values and share data) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents ($53 million and $27 million related to Viper) | $ | 159 | $ | 161 | |||||||
| Restricted cash ($390 million and $— million related to Viper) | 393 | 3 | |||||||||
| Accounts receivable: | |||||||||||
| Joint interest and other, net | 345 | 198 | |||||||||
| Oil and natural gas sales, net ($290 million and $149 million related to Viper) | 1,280 | 1,387 | |||||||||
| Inventories | 86 | 116 | |||||||||
| Derivative instruments | 174 | 168 | |||||||||
| Prepaid expenses and other current assets | 144 | 77 | |||||||||
| Total current assets | 2,581 | 2,110 | |||||||||
| Property and equipment: | |||||||||||
| Oil and natural gas properties, full cost method of accounting ($24,498 million and $22,666 million excluded from amortization at September 30, 2025, and December 31, 2024, respectively) ($14,589 million and $5,713 million related to Viper and $5,275 million and $2,180 million excluded from amortization related to Viper) | 94,309 | 82,240 | |||||||||
| Other property, equipment and land | 1,019 | 1,440 | |||||||||
| Accumulated depletion, depreciation, amortization and impairment ($1,454 million and $1,081 million related to Viper) | (22,795) | (19,208) | |||||||||
| Property and equipment, net | 72,533 | 64,472 | |||||||||
| Funds held in escrow | 17 | 1 | |||||||||
| Equity method investments | 362 | 375 | |||||||||
| Assets held for sale | 505 | — | |||||||||
| Derivative instruments | 1 | 2 | |||||||||
| Deferred income taxes, net ($— million and $185 million related to Viper) | — | 173 | |||||||||
| Other assets | 214 | 159 | |||||||||
| Total assets | $ | 76,213 | $ | 67,292 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable - trade | $ | 426 | $ | 253 | |||||||
| Accrued capital expenditures | 846 | 690 | |||||||||
| Current maturities of debt ($380 million and $— million related to Viper) | 394 | 900 | |||||||||
| Other accrued liabilities | 1,000 | 1,020 | |||||||||
| Revenues and royalties payable | 1,433 | 1,491 | |||||||||
| Derivative instruments | 10 | 43 | |||||||||
| Income taxes payable | 33 | 414 | |||||||||
| Total current liabilities | 4,142 | 4,811 | |||||||||
| Long-term debt ($2,241 million and $1,083 million related to Viper) | 15,848 | 12,075 | |||||||||
| Derivative instruments | 106 | 106 | |||||||||
| Asset retirement obligations | 584 | 573 | |||||||||
| Deferred income taxes | 9,877 | 9,826 | |||||||||
| Other long-term liabilities | 22 | 39 | |||||||||
| Total liabilities | 30,579 | 27,430 | |||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, $0.01 par value; 800,000,000 shares authorized; 286,876,206 and 290,984,373 shares issued and outstanding at September 30, 2025, and December 31, 2024, respectively | 3 | 3 | |||||||||
| Additional paid-in capital | 32,606 | 33,501 | |||||||||
| Retained earnings (accumulated deficit) | 6,486 | 4,238 | |||||||||
| Accumulated other comprehensive income (loss) | (7) | (6) | |||||||||
| Total Diamondback Energy, Inc. stockholders’ equity | 39,088 | 37,736 | |||||||||
| Non-controlling interest | 6,546 | 2,126 | |||||||||
| Total equity | 45,634 | 39,862 | |||||||||
| Total liabilities and stockholders’ equity | $ | 76,213 | $ | 67,292 |
See accompanying notes to condensed consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except per share amounts, shares in thousands) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil sales | $ | 2,994 | $ | 2,160 | $ | 8,885 | $ | 6,025 | |||||||||||||||
| Natural gas sales | 87 | (17) | 396 | 38 | |||||||||||||||||||
| Natural gas liquid sales | 366 | 211 | 1,139 | 566 | |||||||||||||||||||
| Sales of purchased oil | 459 | 282 | 1,168 | 698 | |||||||||||||||||||
| Other operating income | 18 | 9 | 62 | 28 | |||||||||||||||||||
| Total revenues | 3,924 | 2,645 | 11,650 | 7,355 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Lease operating expenses | 490 | 316 | 1,338 | 825 | |||||||||||||||||||
| Production and ad valorem taxes | 212 | 153 | 654 | 413 | |||||||||||||||||||
| Gathering, processing and transportation | 122 | 102 | 378 | 261 | |||||||||||||||||||
| Purchased oil expense | 455 | 280 | 1,168 | 696 | |||||||||||||||||||
| Depreciation, depletion, amortization and accretion | 1,286 | 742 | 3,649 | 1,694 | |||||||||||||||||||
| General and administrative expenses | 70 | 49 | 210 | 141 | |||||||||||||||||||
| Merger and transaction expenses | 17 | 258 | 94 | 273 | |||||||||||||||||||
| Other operating expenses | 36 | 35 | 111 | 68 | |||||||||||||||||||
| Total costs and expenses | 2,688 | 1,935 | 7,602 | 4,371 | |||||||||||||||||||
| Income (loss) from operations | 1,236 | 710 | 4,048 | 2,984 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (70) | (18) | (166) | (101) | |||||||||||||||||||
| Other income (expense), net | 108 | 89 | 133 | 87 | |||||||||||||||||||
| Gain (loss) on derivative instruments, net | 120 | 131 | 149 | 101 | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | (32) | — | 23 | 2 | |||||||||||||||||||
| Income (loss) from equity investments, net | 8 | 6 | 20 | 23 | |||||||||||||||||||
| Total other income (expense), net | 134 | 208 | 159 | 112 | |||||||||||||||||||
| Income (loss) before income taxes | 1,370 | 918 | 4,207 | 3,096 | |||||||||||||||||||
| Provision for (benefit from) income taxes | 287 | 210 | 894 | 685 | |||||||||||||||||||
| Net income (loss) | 1,083 | 708 | 3,313 | 2,411 | |||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | 65 | 49 | 191 | 147 | |||||||||||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 1,018 | $ | 659 | $ | 3,122 | $ | 2,264 | |||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | 3.51 | $ | 3.19 | $ | 10.71 | $ | 12.00 | |||||||||||||||
| Diluted | $ | 3.51 | $ | 3.19 | $ | 10.71 | $ | 12.00 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 288,826 | 204,730 | 290,188 | 187,253 | |||||||||||||||||||
| Diluted | 288,826 | 204,730 | 290,188 | 187,253 | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| ($ in millions, shares in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2024 | 290,984 | $ | 3 | $ | 33,501 | $ | 4,238 | $ | (6) | $ | 2,126 | $ | 39,862 | ||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (1) | — | — | (1) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 22 | — | — | — | 22 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (155) | — | (25) | — | — | — | (25) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (3,656) | — | (580) | — | — | — | (580) | ||||||||||||||||||||||||||||||||||
| Viper LLC’s units issued for acquisition | — | — | — | — | — | 119 | 119 | ||||||||||||||||||||||||||||||||||
| Net proceeds from Viper’s issuance of common stock | — | — | — | — | — | 1,232 | 1,232 | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (95) | (95) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (290) | — | — | (290) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 115 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | 206 | — | — | (199) | 7 | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | 1 | — | (1) | — | — | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 1,405 | — | 86 | 1,491 | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2025 | 287,288 | 3 | 33,125 | 5,352 | (7) | 3,270 | 41,743 | ||||||||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 2 | 2 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (2) | — | — | (2) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 29 | — | — | — | 29 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (1) | — | (1) | — | — | — | (1) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (2,992) | — | (393) | — | — | — | (393) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under Viper’s buyback program | — | — | — | — | — | (10) | (10) | ||||||||||||||||||||||||||||||||||
| Common shares issued for acquisition | 6,843 | — | 1,101 | — | — | — | 1,101 | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (82) | (82) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (291) | — | — | (291) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 17 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | (734) | — | — | 718 | (16) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 699 | — | 40 | 739 | ||||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | 291,155 | 3 | 33,127 | 5,758 | (7) | 3,938 | 42,819 | ||||||||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 2 | 2 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (1) | — | (1) | (2) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 29 | — | — | — | 29 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (4) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (4,286) | — | (608) | — | — | — | (608) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under Viper’s buyback program | — | — | — | — | — | (90) | (90) | ||||||||||||||||||||||||||||||||||
| Common shares issued for acquisition | — | — | — | — | — | 1,435 | 1,435 | ||||||||||||||||||||||||||||||||||
| Viper LLC’s units issued for acquisition | — | — | — | — | — | 1,326 | 1,326 | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (78) | (78) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (289) | — | — | (289) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 11 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | 58 | — | — | (51) | 7 | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 1,018 | — | 65 | 1,083 | ||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | 286,876 | $ | 3 | $ | 32,606 | $ | 6,486 | $ | (7) | $ | 6,546 | $ | 45,634 |
See accompanying notes to condensed consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity - (Continued)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| ($ in millions, shares in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | 178,724 | $ | 2 | $ | 14,142 | $ | 2,489 | $ | (8) | $ | 805 | $ | 17,430 | ||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (4) | — | — | (4) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 21 | — | — | — | 21 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (187) | — | (34) | — | — | — | (34) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (279) | — | (42) | — | — | — | (42) | ||||||||||||||||||||||||||||||||||
| Proceeds from partial sale of investment in Viper Energy, Inc. | — | — | 219 | — | — | 197 | 416 | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (44) | (44) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (548) | — | — | (548) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 82 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | (55) | — | — | 70 | 15 | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 768 | — | 41 | 809 | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2024 | 178,340 | 2 | 14,251 | 2,705 | (8) | 1,069 | 18,019 | ||||||||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (3) | — | — | (3) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 25 | — | — | — | 25 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (16) | — | (3) | — | — | — | (3) | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (54) | (54) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (352) | — | — | (352) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 70 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | (6) | — | — | 6 | — | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 837 | — | 57 | 894 | ||||||||||||||||||||||||||||||||||
| Balance June 30, 2024 | 178,394 | 2 | 14,267 | 3,187 | (8) | 1,079 | 18,527 | ||||||||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (3) | — | — | (3) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 23 | — | — | — | 23 | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (2,920) | — | (515) | — | — | — | (515) | ||||||||||||||||||||||||||||||||||
| Common shares issued for acquisition | 117,267 | 1 | 20,109 | — | — | — | 20,110 | ||||||||||||||||||||||||||||||||||
| Net proceeds from Viper’s issuance of common stock | — | — | — | — | — | 476 | 476 | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (59) | (59) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (416) | — | — | (416) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 2 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | 123 | — | — | (156) | (33) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 659 | — | 49 | 708 | ||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | 292,743 | $ | 3 | $ | 34,007 | $ | 3,427 | $ | (8) | $ | 1,390 | $ | 38,819 |
See accompanying notes to condensed consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 3,313 | $ | 2,411 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Provision for (benefit from) deferred income taxes | 235 | 180 | |||||||||
| Depreciation, depletion, amortization and accretion | 3,649 | 1,694 | |||||||||
| (Gain) loss on extinguishment of debt | (23) | (2) | |||||||||
| (Gain) loss on derivative instruments, net | (149) | (101) | |||||||||
| Cash received (paid) on settlement of derivative instruments | 108 | (36) | |||||||||
| (Income) loss from equity investment, net | (20) | (23) | |||||||||
| Equity-based compensation expense | 61 | 49 | |||||||||
| Other | (47) | 77 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 138 | 61 | |||||||||
| Income tax receivable | 3 | 12 | |||||||||
| Prepaid expenses and other current assets | (65) | 78 | |||||||||
| Accounts payable and accrued liabilities | (355) | (490) | |||||||||
| Income taxes payable | (515) | (51) | |||||||||
| Revenues and royalties payable | 28 | 109 | |||||||||
| Other | 54 | 104 | |||||||||
| Net cash provided by (used in) operating activities | 6,415 | 4,072 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to oil and natural gas properties | (2,580) | (1,934) | |||||||||
| Property acquisitions | (5,411) | (7,994) | |||||||||
| Proceeds from sale of assets | 314 | 459 | |||||||||
| Other | (14) | 103 | |||||||||
| Net cash provided by (used in) investing activities | (7,691) | (9,366) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds under term loan agreements | 2,000 | 1,000 | |||||||||
| Repayments under term loan agreements | (900) | — | |||||||||
| Proceeds from borrowings under credit facilities | 8,222 | 1,185 | |||||||||
| Repayments under credit facilities | (8,148) | (1,333) | |||||||||
| Proceeds from senior notes | 2,800 | 5,500 | |||||||||
| Repayment of senior notes | (672) | (25) | |||||||||
| Repurchased shares under buyback program | (1,576) | (557) | |||||||||
| Proceeds from partial sale of investment in Viper Energy, Inc. | — | 451 | |||||||||
| Net proceeds from Viper’s issuance of common stock | 1,232 | 476 | |||||||||
| Dividends paid to stockholders | (870) | (1,316) | |||||||||
| Dividends to non-controlling interest | (255) | (157) | |||||||||
| Other | (169) | (142) | |||||||||
| Net cash provided by (used in) financing activities | 1,664 | 5,082 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 388 | (212) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 164 | 585 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 552 | $ | 373 | |||||||
See accompanying notes to condensed consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Organization and Description of the Business
Diamondback Energy, Inc., together with its subsidiaries (collectively referred to as “Diamondback,” the “Company,” “we” or “our” unless the context otherwise requires), is an independent oil and natural gas company currently focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas.
As of September 30, 2025, the wholly owned subsidiaries of Diamondback include Diamondback E&P LLC (“Diamondback E&P”), a Delaware limited liability company, Rattler Midstream GP LLC, a Delaware limited liability company, Rattler Midstream LP, a Delaware limited partnership, QEP Resources, Inc., a Delaware corporation and Eclipse Merger Sub II, LLC, a Delaware limited liability company.
Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including its publicly-traded subsidiary, Viper Energy, Inc., after all significant intercompany balances and transactions have been eliminated upon consolidation. The Company has one reportable segment, the upstream segment.
On August 19, 2025, upon completion of the Sitio Acquisition (as defined and discussed in Note 4—Acquisitions and Divestitures), VNOM Sub, Inc., (formerly known as Viper Energy, Inc., “Former Viper”) became a wholly owned subsidiary of Viper Energy, Inc. (formerly known as New Cobra Pubco, Inc., “New Viper”), as a result of a merger contemplated by the documents governing the Sitio Acquisition (such merger, the “Viper PubCo Merger”). References to “Viper” refer to (i) New Viper following the Viper PubCo Merger, and (ii) Former Viper prior to the Viper PubCo Merger.
As of September 30, 2025, the Company owned approximately 43% of Viper’s combined outstanding Class A common stock and Class B common stock. The Company determined that it controls the activities of Viper in accordance with the guidance for variable interest entities in Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” and therefore continues to consolidate Viper in the Company’s financial statements at September 30, 2025. See further discussion of the Company’s determination that Viper is a variable interest entity (“VIE”) in Note 2—Summary of Significant Accounting Policies. The results of operations attributable to the non-controlling interest in Viper are presented within equity and net income and are shown separately from the equity and net income attributable to the Company.
On March 5, 2024, the Company exercised certain of its demand rights, pursuant to a registration rights agreement amended and restated on November 10, 2023, and on March 8, 2024, the Company completed a public offering of approximately 13.23 million shares of Viper’s Class A common stock at a price of $35.00 per share for proceeds, net of underwriters’ discount, of approximately $451 million. After this offering, the Company owned less than 50% of Viper’s combined outstanding Class A common stock and Class B common stock, resulting in Viper no longer being a controlled company under the Nasdaq rules.
These condensed consolidated financial statements have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC. They reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to SEC rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10–Q should be read in conjunction with the Company’s most recent Annual Report on Form 10–K for the fiscal year ended December 31, 2024, which contains a summary of the Company’s significant accounting policies and other disclosures.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had an immaterial effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
Certain amounts included in or affecting the Company’s condensed consolidated financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the condensed consolidated financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent liabilities as of the date of the condensed consolidated financial statements. Actual results could differ from those estimates.
Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, conflicts in the Middle East and globally, higher interest rates, effects of tariffs, actions taken by OPEC and its non-OPEC allies, known collectively as OPEC+, global supply chain disruptions, measures to combat persistent inflation and instability in the financial sector have contributed to recent economic and pricing volatility. The financial results of companies in the oil and natural gas industry have been impacted materially as a result of these events and changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.
The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include estimates of proved oil and natural gas reserves and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, fair value estimates of derivative instruments, the fair value determination of assets acquired and liabilities assumed and estimates of income taxes, including deferred tax valuation allowances.
Variable Interest Entity
Viper is a publicly traded corporation formed by the Company in 2014 to provide an attractive return to its stockholders (the largest of which is Diamondback) by focusing on business results, maximizing dividends through organic growth and pursuing accretive growth opportunities through acquisitions of mineral, royalty, overriding royalty, net profits and similar interests from the Company and from third parties. Viper has no employees and the Company provides management, operating and administrative services to Viper under a services and secondment agreement, including the services of the executive officers and other employees.
In connection with the reduction of the Company’s ownership percentage in Viper to below 50% in March 2024, the Company re-evaluated whether Viper should continue to be consolidated in the Company’s financial statements. Viper meets the definition of a VIE under ASC Topic 810 and the Company continues to be the primary beneficiary of the VIE through its ability, via existing contractual agreements, to direct the activities that most significantly affect the economic performance of Viper. The Company also has the obligation to absorb losses and the right to receive benefits that could be significant to Viper. As such, the Company will continue to consolidate the activity of Viper. The Viper 2024 Equity Offering, the Viper 2025 Equity Offering (each as defined and discussed in Note 10—Stockholders’ Equity and Earnings (Loss) Per Share), the 2025 Drop Down and the Sitio Acquisition (each as defined and discussed in Note 4—Acquisitions and Divestitures) were determined not to be events that would cause the Company to change its conclusion regarding Viper’s status as a VIE.
Viper maintains its own capital structure that is separate from the Company. The Company is not under any obligation to provide additional financial support or investment to Viper. Viper’s assets cannot be used by the Company for general corporate purposes and the creditors of Viper’s liabilities do not have recourse to the Company’s assets. The assets and liabilities of Viper are included in the Company’s condensed consolidated balance sheets and disclosed parenthetically, if material.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Recent Accounting Pronouncements
Recently Adopted Pronouncements
There are no recently adopted pronouncements of significance.
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses,” which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.
The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from Contracts with Customers
The following tables present the Company’s revenue from contracts with customers:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Oil sales | $ | 2,994 | $ | 2,160 | $ | 8,885 | $ | 6,025 | |||||||||||||||
| Natural gas sales | 87 | (17) | 396 | 38 | |||||||||||||||||||
| Natural gas liquid sales | 366 | 211 | 1,139 | 566 | |||||||||||||||||||
| Total oil, natural gas and natural gas liquid revenues | 3,447 | 2,354 | 10,420 | 6,629 | |||||||||||||||||||
| Sales of purchased oil | 459 | 282 | 1,168 | 698 | |||||||||||||||||||
| Other service revenues | 8 | 6 | 38 | 21 | |||||||||||||||||||
| Total revenue from contracts with customers | $ | 3,914 | $ | 2,642 | $ | 11,626 | $ | 7,348 |
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following tables present the Company’s revenue from oil, natural gas and natural gas liquids disaggregated by basin:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Midland Basin | Delaware Basin | Other | Total | Midland Basin | Delaware Basin | Other | Total | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil sales | $ | 2,786 | $ | 206 | $ | 2 | $ | 2,994 | $ | 1,823 | $ | 336 | $ | 1 | $ | 2,160 | |||||||||||||||||||||||||||||||
| Natural gas sales | 80 | 7 | — | 87 | (8) | (9) | — | (17) | |||||||||||||||||||||||||||||||||||||||
| Natural gas liquid sales | 340 | 26 | — | 366 | 179 | 33 | (1) | 211 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 3,206 | $ | 239 | $ | 2 | $ | 3,447 | $ | 1,994 | $ | 360 | $ | — | $ | 2,354 | |||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Midland Basin | Delaware Basin | Other | Total | Midland Basin | Delaware Basin | Other | Total | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil sales | $ | 8,213 | $ | 648 | $ | 24 | $ | 8,885 | $ | 4,985 | $ | 1,034 | $ | 6 | $ | 6,025 | |||||||||||||||||||||||||||||||
| Natural gas sales | 360 | 35 | 1 | 396 | 28 | 9 | 1 | 38 | |||||||||||||||||||||||||||||||||||||||
| Natural gas liquid sales | 1,049 | 89 | 1 | 1,139 | 444 | 122 | — | 566 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 9,622 | $ | 772 | $ | 26 | $ | 10,420 | $ | 5,457 | $ | 1,165 | $ | 7 | $ | 6,629 |
4. ACQUISITIONS AND DIVESTITURES
2025 Activity
Diamondback Acquisitions and Divestitures
2025 Drop Down Transaction
On May 1, 2025, the Company’s wholly owned subsidiary Endeavor Energy Resources, LP (“EER LP”) divested all of the issued and outstanding equity interests in 1979 Royalties, LP and 1979 Royalties GP, LLC (collectively, the “Endeavor Subsidiaries”), each of which was a subsidiary of the Company, pursuant to a definitive equity purchase agreement with Viper and Viper LLC in exchange for consideration consisting of (i) $873 million in cash, and (ii) the issuance of 69.63 million Viper LLC units and an equivalent number of shares of Viper’s Class B common stock, including certain customary post-closing adjustments (the “2025 Drop Down”). Viper funded the cash consideration for the 2025 Drop Down with a portion of the proceeds from the Viper 2025 Equity Offering (as defined and discussed in Note 10—Stockholders’ Equity and Earnings (Loss) Per Share) and borrowings under the Viper LLC Revolving Credit Facility (as defined and discussed in Note 9—Debt). The 2025 Drop Down was accounted for as a transaction between entities under common control.
EER LP can exchange some or all of the Viper LLC units received together with an equal number of shares of Viper’s Class B common stock for an equal number of shares of Viper’s Class A common stock. The mineral and royalty interests held and divested by the Endeavor Subsidiaries at the closing of the 2025 Drop Down represented approximately 24,446 net royalty acres in the Permian Basin, 69% of which were operated by the Company, have an average net royalty interest of approximately 2.2% and had oil production as of the closing date of approximately 17,097 BO/d (the “Endeavor Mineral and Royalty Interests”). The Endeavor Mineral and Royalty Interests included interests in horizontal wells comprised of 5,574 gross proved developed production wells (of which approximately 32% were operated by the Company), 116 gross completed wells and 394 gross drilled but uncompleted wells, all of which were principally concentrated in the Midland Basin, with the balance located primarily in the Delaware and Williston Basins.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Double Eagle Acquisition
On April 1, 2025, the Company completed its acquisition of all of the issued and outstanding interests of DE Permian, LLC, DE IV Combo, LLC and DE IV Operating, LLC, each of which were wholly owned subsidiaries of Double Eagle IV Midco, LLC (“Double Eagle”) (the “Double Eagle Acquisition”) for consideration of $3.1 billion in cash and approximately 6.84 million shares of the Company’s common stock, including transaction costs and subject to certain customary post-closing adjustments. The assets acquired in the Double Eagle Acquisition 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. The Company funded the cash portion of the Double Eagle Acquisition through a combination of proceeds from the 2035 Notes (as defined and discussed in Note 9—Debt), proceeds from the 2025 Term Loan (as defined and discussed in Note 9—Debt) and borrowings under the Company’s revolving credit facility.
Viper Acquisition
Sitio Acquisition
On August 19, 2025, Viper completed a series of transactions in which New Viper acquired Sitio Royalties Corp. (“Sitio”), Sitio Royalties Operating Partnership, LP (“Sitio OpCo”) and their respective subsidiaries, pursuant to the Agreement and Plan of Merger, dated June 2, 2025, by and among Former Viper, Viper LLC, Sitio, Sitio OpCo, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc., in an all-equity transaction valued at approximately $4.0 billion, subject to further adjustments for transaction costs and certain customary post-closing adjustments, including the retirement of Sitio’s net debt of approximately $1.2 billion (the “Sitio Acquisition”).
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. On October 30, 2025, Viper entered into an equity interest purchase agreement to divest all the non-Permian assets acquired from Sitio in the Sitio Acquisition. See Note 17—Subsequent Events for additional information on this divestiture.
2024 Activity
Diamondback Acquisitions and Divestitures
Endeavor Acquisition
For details on the Endeavor Acquisition, which closed on September 10, 2024, see Note 5—Endeavor Energy Resources, LP Acquisition.
TRP Exchange
On December 20, 2024, the Company completed a transaction with TRP Energy, LLC (“TRP”), in which the Company exchanged certain assets including approximately 47,034 gross (35,673 net) acres located in the Delaware Basin and $312 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 with 55 operated locations (the “TRP Exchange”). The TRP Exchange expanded our operating footprint and enhanced our inventory of near-term drilling locations and was valued at approximately $1.3 billion. The Company funded the cash portion of the exchange with cash on hand and borrowings under its revolving credit facility.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following table presents the acquisition consideration transferred in the TRP Exchange (in millions):
| Consideration: | |||||
| Oil and natural gas properties | $ | 989 | |||
| Midstream assets | 53 | ||||
| Suspense liabilities relieved | (9) | ||||
| Cash consideration | 312 | ||||
| Total consideration | $ | 1,345 |
Acquisition Date Fair Value of Consideration Transferred
The acquisition date fair value of oil and natural gas properties transferred was determined using an income approach utilizing the discounted cash flow method, which takes into account production forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an estimated weighted-average cost of capital for industry market participants. These inputs are not observable in the market and are considered level 3 inputs within the fair value hierarchy. The oil and natural gas properties transferred did not significantly impact the Company’s capitalized costs or proved reserves as of December 31, 2024.
The acquisition date fair value of midstream assets transferred was determined based on the cost approach, which utilized asset listings and cost records with consideration for the age, condition, utilization and economic support of the assets.
Allocation of Consideration Transferred
The TRP Exchange has been accounted for under the acquisition method of accounting for business combinations in accordance with ASC Topic 805, “Business Combinations.” The following table represents the allocation of the total consideration transferred in the TRP Exchange to the identifiable assets acquired and the liabilities assumed based on the fair values at the acquisition date. Although the allocation of consideration transferred is substantially complete as of the date of this filing, title to properties exchanged remain subject to change as the details of the transaction are finalized subsequent to closing. As such, there may be further adjustments to the fair value of certain assets acquired and liabilities assumed. The allocation of consideration transferred will be finalized within twelve months of the closing date of the transaction.
The following table sets forth the Company’s preliminary purchase price allocation (in millions):
| Total consideration | $ | 1,345 | |||
| Fair value of liabilities assumed: | |||||
| Suspense liabilities | (8) | ||||
| Fair value of assets acquired: | |||||
| Oil and natural gas properties | 1,353 | ||||
| Net assets acquired and liabilities assumed | $ | 1,345 |
With the completion of the TRP Exchange, the Company acquired proved properties of $851 million and unproved properties of $502 million.
The results of operations attributable to the TRP Exchange since the acquisition date have been included in the condensed consolidated statements of operations and include $68 million and $283 million of total revenue and $21 million and $133 million of net income for the three and nine months ended September 30, 2025.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
WTG Midstream Transaction
The Company owns a 25% non-operating equity investment in Remuda Midstream Holdings LLC, referred to as the “WTG joint venture.” On July 15, 2024, the WTG joint venture sold its WTG Midstream LLC subsidiary (the “WTG Midstream Transaction”), for which the Company received as its portion of the consideration 10.1 million common units issued by Energy Transfer LP (NYSE: ET) and $190 million in cash, subject to customary post-closing adjustments. The common unit consideration is also subject to preferred distributions to incentive members of the WTG joint venture which reduce the proceeds attributable to the Company. At the closing of the WTG Midstream Transaction, the value attributable to the Company of the 10.1 million common units was approximately $135 million, of which approximately $81 million was received by the Company and $54 million was initially held in escrow pursuant to an escrow agreement entered into by the WTG joint venture in connection with the initial transaction. In the first nine months of 2025, the Company received approximately $15 million related to the settlement of working capital and the full $54 million of the escrow amount was released. The total value of distributions received by the Company of $336 million, including certain customary post-closing adjustments, exceeded the carrying value of the Company’s investment balance in the WTG joint venture, resulting in an aggregate gain of approximately $139 million, of which approximately $23 million and $65 million was recognized during the three and nine months ended September 30, 2025, respectively. The gain is included in the caption “Other income (expense), net” in the condensed consolidated statement of operations.
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”), each 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”), pursuant to a definitive purchase and sale agreement for consideration consisting of approximately (i) $464 million in cash, including transaction costs and certain customary post-closing adjustments, (ii) 10.09 million Viper LLC units to TWR IV, (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, based on the average price of WTI sweet crude oil prompt month futures contracts for the calendar year 2025 (the “WTI 2025 Average”).
TWR IV can exchange some or all of its Viper LLC units for an equal number of shares of Viper’s Class A common stock. The mineral and royalty interests acquired in the Viper TWR Acquisition represent approximately 3,067 net royalty acres located primarily in the Permian Basin. Viper funded the cash consideration through a combination of cash on hand, borrowings under Viper’s then revolving credit facility and proceeds from the Viper 2024 Equity Offering (as defined and discussed in Note 10—Stockholders’ Equity and Earnings (Loss) Per Share).
On September 3, 2024, Viper acquired all of the issued and outstanding equity interests in Tumbleweed-Q Royalties, LLC (the “Viper Q Acquisition”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $114 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of up to $5 million, payable in January of 2026, based on the WTI 2025 Average.
Additionally, on September 3, 2024, Viper acquired all of the issued and outstanding equity interests in 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”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $76 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of up to $4 million, payable in January of 2026, based on the WTI 2025 Average. 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 funded the cash consideration for the Viper Q & M Acquisitions through a combination of cash on hand and borrowings under Viper’s then revolving credit facility.
See Note 14—Fair Value Measurements for further discussion of the fair value of the contingent consideration liabilities for each of the Viper Tumbleweed Acquisitions discussed above (collectively, the “2026 WTI Contingent Liability”).
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
5. ENDEAVOR ENERGY RESOURCES, LP ACQUISITION
On September 10, 2024, the Company completed its acquisition of Endeavor Parent, LLC (“Endeavor”) (the “Endeavor Acquisition”) for consideration consisting of (i) $7.1 billion in cash paid to the Endeavor equityholders, (ii) $238 million for the repayment of Endeavor’s net debt, which included the $219 million net debt position and the associated $19 million make-whole premium paid upon redemption of the senior notes and costs incurred to terminate Endeavor’s revolving credit facility, and (iii) approximately 117.27 million shares of the Company’s common stock. The Endeavor Acquisition included approximately 500,849 gross (361,927 net) acres, which are primarily located in the Permian Basin. Following the Endeavor Acquisition, the Company believes its inventory has industry-leading depth and quality that will be converted into cash flow with the industry’s lowest cost structure, creating a differentiated value proposition for Diamondback stockholders.
The cash consideration for the Endeavor Acquisition was funded through a combination of cash on hand, the net proceeds from the Company’s April 2024 Notes offering and borrowings under the Tranche A Loans (as defined and discussed in Note 9—Debt). Immediately following the close of the Endeavor Acquisition, Endeavor equityholders held approximately 39.8% of Diamondback’s common stock. As of September 30, 2025, Endeavor’s equityholders held approximately 36.2% of the Company’s common stock.
Following the closing of the Endeavor Acquisition, the Company filed with the SEC a shelf registration statement, which became immediately effective upon filing, registering for resale the shares of common stock issued in the Endeavor Acquisition, as required by the terms of the related registration rights agreement.
The following table presents the acquisition consideration paid to Endeavor equityholders in the Endeavor Acquisition (in millions, except per share data, shares in thousands):
| Consideration: | |||||
| Shares of Diamondback common stock issued at closing | 117,267 | ||||
| Closing price per share of Diamondback common stock on the closing date | $ | 171.49 | |||
| Fair value of Diamondback common stock issued | $ | 20,110 | |||
| Base cash amount | $ | 8,000 | |||
| Preliminary closing adjustments | (928) | ||||
| Cash consideration to Endeavor equityholders | 7,072 | ||||
| Cash payment of net debt position and make-whole amount | 238 | ||||
| Total cash consideration | 7,310 | ||||
| Total consideration (including fair value of Diamondback common stock issued) | $ | 27,420 |
Purchase Price Allocation
The Endeavor Acquisition has been accounted for under the acquisition method of accounting for business combinations in accordance with ASC Topic 805, “Business Combinations.” The following table represents the allocation of the total purchase price for the acquisition of Endeavor to the identifiable assets acquired and the liabilities assumed based on the fair values at the acquisition date. The purchase price allocation was completed in September 2025.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following table sets forth the Company’s purchase price allocation (in millions):
| Total consideration | $ | 27,420 | |||
| Fair value of liabilities assumed: | |||||
| Accounts payable - trade | $ | 18 | |||
| Accrued capital expenditures | 225 | ||||
| Other accrued liabilities | 524 | ||||
| Revenues and royalties payable | 567 | ||||
| Derivative instruments | 5 | ||||
| Income taxes payable | 223 | ||||
| Other current liabilities | 25 | ||||
| Asset retirement obligations | 267 | ||||
| Deferred income taxes | 7,249 | ||||
| Other long-term liabilities | 5 | ||||
| Amount attributable to liabilities acquired | $ | 9,108 | |||
| Fair value of assets acquired: | |||||
| Accounts receivable - joint interest and other, net | $ | 63 | |||
| Accounts receivable - oil and natural gas sales, net | 659 | ||||
| Inventories | 77 | ||||
| Derivative instruments | 25 | ||||
| Prepaid expenses and other current assets | 20 | ||||
| Oil and natural gas properties | 34,805 | ||||
| Other property, equipment and land | 849 | ||||
| Other assets | 30 | ||||
| Amount attributable to assets acquired | $ | 36,528 | |||
| Net assets acquired and liabilities assumed | $ | 27,420 |
The purchase price allocation above is based on the fair values of the assets and liabilities of Endeavor as of the closing date of the Endeavor Acquisition. The majority of the value of assets acquired and liabilities assumed was measured based on inputs that are not observable in the market and are therefore considered Level 3 inputs. The fair value of acquired property and equipment is based on the cost approach, which utilized asset listings and cost records with consideration for the reported age, condition, utilization and economic support of the assets. Oil and natural gas properties were valued using an income approach utilizing the discounted cash flow method, which takes into account production and mineral interest forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an estimated weighted-average cost of capital for industry market participants. The value of derivative instruments was based on observable inputs including forward commodity-price curves which are considered Level 2 inputs. Deferred income taxes represent the tax effects of differences in the tax basis and acquisition-date fair values of assets acquired and liabilities assumed. The fair values of asset retirement obligations and inventories were calculated in accordance with the Company’s internal policies as described in Note 2—Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The fair values of various current assets and liabilities including accounts receivable and accounts payable approximate their carrying values on the closing date of the Endeavor Acquisition because of the short-term nature of the instruments.
With the completion of the Endeavor Acquisition, the Company acquired proved properties of $20.6 billion and unproved properties of $14.2 billion, primarily in the Midland Basin.
The results of operations attributable to the Endeavor Acquisition since the acquisition date have been included in the condensed consolidated statements of operations and include $1.2 billion and $3.7 billion of total revenue and $271 million and $1.0 billion of net income for the three and nine months ended September 30, 2025, respectively.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Pro Forma Financial Information
The following unaudited summary pro forma financial information for the three and nine months ended September 30, 2024, has been prepared to give effect to the Endeavor Acquisition as if it had occurred on January 1, 2023. The unaudited pro forma financial information does not purport to be indicative of what the combined company’s results of operations would have been if the transaction had occurred on the dates indicated, nor is it indicative of the future financial position or results of operations of the combined company.
The below information reflects pro forma adjustments for the issuance of the Company’s common stock as consideration for the Endeavor Acquisition, as well as pro forma adjustments based on available information and certain assumptions that the Company believes are reasonable, including adjustments to depreciation, depletion and amortization based on the full cost method of accounting.
Additionally, pro forma earnings for the three and nine months ended September 30, 2024, include historical acquisition-related costs incurred by Endeavor of $412 million and $415 million, respectively, which consist primarily of incentive compensation, investment banking and legal costs. The Company incurred acquisition related costs of $1 million and $38 million for the three and nine months ended September 30, 2025, which consist primarily of severance and accelerated incentive compensation payments to former Endeavor employees. The pro forma results of operations do not include any cost savings or other synergies that may result from the Endeavor Acquisition or any estimated costs that have been or will be incurred by the Company to integrate the acquired assets. The pro forma financial data does not include the results of operations for any other acquisitions made during the periods presented, as they were primarily acreage acquisitions, and their results were not deemed material.
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Revenues | $ | 3,877 | $ | 11,800 | |||||||||||||||||||
| Income (loss) from operations | $ | 983 | $ | 4,797 | |||||||||||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 853 | $ | 2,020 | |||||||||||||||||||
| Basic earnings (loss) per common share | $ | 2.87 | $ | 6.79 | |||||||||||||||||||
| Diluted earnings (loss) per common share | $ | 2.87 | $ | 6.79 |
6. PROPERTY AND EQUIPMENT
Property and equipment includes the following as of the dates indicated:
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Oil and natural gas properties: | |||||||||||
| Subject to depletion | $ | 69,811 | $ | 59,574 | |||||||
| Not subject to depletion | 24,498 | 22,666 | |||||||||
| Gross oil and natural gas properties | 94,309 | 82,240 | |||||||||
| Accumulated depletion | (14,613) | (11,083) | |||||||||
| Accumulated impairment | (7,954) | (7,954) | |||||||||
| Oil and natural gas properties, net | 71,742 | 63,203 | |||||||||
| Other property, equipment and land | 1,019 | 1,440 | |||||||||
| Accumulated depreciation, amortization, accretion and impairment | (228) | (171) | |||||||||
| Total property and equipment, net | $ | 72,533 | $ | 64,472 |
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter which determines a limit, or ceiling, on the book value of proved oil and natural gas properties. No impairment expense was recorded for the three and nine months ended September 30, 2025, or 2024 based on the results of the respective quarterly ceiling tests.
In addition to commodity prices, the Company’s production rates, levels of proved reserves, future development costs, transfers of unevaluated properties and other factors will determine its actual ceiling test calculation and impairment analysis in future periods. If the future trailing 12-month commodity prices decline as compared to the commodity prices used in prior quarters, the Company may have material write downs in subsequent quarters. It is possible that circumstances requiring additional impairment testing will occur in future interim periods, which could result in potentially material impairment charges being recorded.
Assets Held for Sale
During the third quarter of 2025, the Company commenced plans to sell certain assets consisting of midstream water assets and inventory with a carrying value of $505 million. As of September 30, 2025, the Company had ceased depreciating these assets and classified them as held for sale on the Company’s condensed consolidated balance sheet. At December 31, 2024, the midstream water assets and inventory were included in the Company’s consolidated balance sheet under the caption “Other property, equipment and land” and “Inventories,” respectively.
At the time these assets were transferred to held for sale, their carrying values approximated or were less than their respective fair values less costs to sell based on observable exit prices obtained from third party bids. As such, no impairment loss was recorded on these assets upon their transfer to held for sale. The Company completed the sale of these assets in the fourth quarter of 2025. For further discussion on the sale of these assets, see Note 17—Subsequent Events.
7. ASSET RETIREMENT OBLIGATIONS
The following table describes the changes to the Company’s asset retirement obligations liability for the following periods:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Asset retirement obligations, beginning of period | $ | 592 | $ | 245 | |||||||
| Additional liabilities incurred | 31 | 5 | |||||||||
| Liabilities acquired | 13 | 191 | |||||||||
| Liabilities settled and divested | (62) | (21) | |||||||||
| Accretion expense | 27 | 13 | |||||||||
| Revisions in estimated liabilities | 3 | 75 | |||||||||
| Asset retirement obligations, end of period | 604 | 508 | |||||||||
| Less current portion(1) | 20 | 15 | |||||||||
| Asset retirement obligations - long-term | $ | 584 | $ | 493 |
(1) The current portion of the asset retirement obligation is included in the caption “Other accrued liabilities” in the Company’s condensed consolidated balance sheets.
8. RELATED PARTY TRANSACTIONS
Deep Blue
As of September 30, 2025, the Company and Five Point Energy LLC had a joint venture, Deep Blue Midland Basin LLC (“Deep Blue”), in which the Company owned a 30% equity ownership interest. Additionally, the Company has other significant related party transactions with Deep Blue, which result in (i) certain accounts receivable due from Deep Blue, (ii) accrued capital expenditures and other accrued payables related to a commitment to fund certain capital expenditures on projects that were in process at the time of the Deep Blue transaction, and (iii) lease operating expenses and capitalized expenses related to fees paid to Deep Blue under a 15-year dedication for its produced water and supply water within a 12-county area of mutual interest in the Midland Basin.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
For further discussion on additional transactions with Deep Blue, see Note 17—Subsequent Events.
The following table presents the significant related party balances included in the condensed consolidated balance sheets at September 30, 2025, and December 31, 2024:
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| Current assets - Accounts receivable | $ | 15 | $ | 5 | |||||||
| Long-term assets - Equity method investments | $ | 152 | $ | 137 | |||||||
| Current liabilities - Accrued capital expenditures | $ | (22) | $ | (31) | |||||||
| Current liabilities - Other accrued liabilities | $ | (51) | $ | (22) | |||||||
During the three and nine months ended September 30, 2025, and 2024, the Company recorded approximately $23 million, $95 million, $30 million and $90 million, respectively, for water services provided by Deep Blue during the completion phase of wells. These costs were capitalized and are included in the caption “Oil and natural gas properties” on the condensed consolidated balance sheets.
The following table presents the significant related party transactions included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025, and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Lease operating expenses | $ | 39 | $ | 29 | $ | 111 | $ | 83 |
Viper
For discussion on related party transactions with Viper, see Note 4—Acquisitions and Divestitures - 2025 Drop Down Transaction.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
9. DEBT
Long-term debt consisted of the following as of the dates indicated:
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (In millions) | |||||||||||
| 3.250% Senior Notes due 2026 | $ | 750 | $ | 750 | |||||||
| 5.625% Senior Notes due 2026 | 14 | 14 | |||||||||
| 5.200% Senior Notes due 2027 | 850 | 850 | |||||||||
| 7.125% Medium-term Notes, Series B, due 2028 | 73 | 73 | |||||||||
| 3.500% Senior Notes due 2029 | 915 | 915 | |||||||||
| 5.150% Senior Notes due 2030 | 850 | 850 | |||||||||
| 3.125% Senior Notes due 2031 | 740 | 767 | |||||||||
| 6.250% Senior Notes due 2033 | 1,100 | 1,100 | |||||||||
| 5.400% Senior Notes due 2034 | 1,300 | 1,300 | |||||||||
| 5.550% Senior Notes due 2035 | 1,200 | — | |||||||||
| 4.400% Senior Notes due 2051 | 539 | 650 | |||||||||
| 4.250% Senior Notes due 2052 | 656 | 750 | |||||||||
| 6.250% Senior Notes due 2053 | 650 | 650 | |||||||||
| 5.750% Senior Notes due 2054 | 1,480 | 1,500 | |||||||||
| 5.900% Senior Notes due 2064 | 1,000 | 1,000 | |||||||||
| Tranche A Loans | — | 900 | |||||||||
| 2025 Term Loan | 1,500 | — | |||||||||
| Unamortized debt issuance costs | (105) | (91) | |||||||||
| Unamortized discount costs | (25) | (25) | |||||||||
| Unamortized premium costs | 2 | 3 | |||||||||
| Unamortized basis adjustment of dedesignated interest rate swap agreements(1) | (62) | (72) | |||||||||
| Revolving credit facility | 175 | — | |||||||||
| Viper revolving credit facility | 160 | 261 | |||||||||
| Viper 5.375% Senior Notes due 2027 | 380 | 430 | |||||||||
| Viper 4.900% Senior Notes due 2030 | 500 | — | |||||||||
| Viper 7.375% Senior Notes due 2031 | — | 400 | |||||||||
| Viper 5.700% Senior Notes due 2035 | 1,100 | — | |||||||||
| Viper Term Loan | 500 | — | |||||||||
| Total debt, net | 16,242 | 12,975 | |||||||||
| Less: current maturities of debt | 394 | 900 | |||||||||
| Total long-term debt | $ | 15,848 | $ | 12,075 |
(1) Represents the unamortized basis adjustment related to two receive-fixed, pay-variable interest rate swap agreements which were previously designated as fair value hedges of the Company’s 3.500% fixed rate senior notes due 2029. This basis adjustment is being amortized to interest expense over the remaining term of the 2029 Notes utilizing the effective interest method.
References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback E&P, collectively, unless otherwise specified.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Credit Agreement
On June 12, 2025, Diamondback E&P, as borrower and Diamondback Energy, Inc., as parent guarantor, entered into a sixteenth amendment to the existing credit agreement (the “Credit Agreement”), which among other things (i) extended the maturity date to June 12, 2030, and (ii) decreased the interest rate, such that outstanding borrowings under the Credit Agreement bear interest at a per annum rate elected by Diamondback E&P that is equal to (x) term SOFR or (y) 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 0.000% 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, and the commitment fee ranges from 0.100% to 0.250% per annum on the average daily unused portion of the commitments, based on the pricing level. The pricing level depends on the Company’s long-term senior unsecured debt ratings. The Credit Agreement provides for a maximum credit amount of $2.5 billion. As of September 30, 2025, the Company had $175 million in outstanding borrowings under the Credit Agreement and approximately $2.3 billion available for future borrowings. During the three and nine months ended September 30, 2025, the weighted average interest rate on borrowings under the Credit Agreement was 5.55% and 5.66%, respectively. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the Credit Agreement was 6.64%.
As of September 30, 2025, the Company was in compliance with all financial maintenance covenants under the Credit Agreement.
Viper LLC Revolving Credit Facility
On June 12, 2025, Former Viper, as guarantor, entered into a credit agreement with Viper LLC, as borrower, and Wells Fargo, as the administrative agent (the “Viper LLC Revolving Credit Facility”), which among other things, provides Viper LLC with a senior unsecured revolving credit facility with a commitment of $1.5 billion. The Viper LLC Revolving Credit Facility has a maturity date of June 12, 2030, with the ability to request three extensions of the maturity date by one year. The Viper LLC Revolving Credit Facility was previously guaranteed by certain subsidiaries of Viper LLC, and upon completion of the Sitio Acquisition, those subsidiary guarantees were released and New Viper and Former Viper became co-guarantors. The Viper LLC Revolving Credit Facility replaced Viper LLC’s previous revolving credit facility, dated July 20, 2018, among Viper, Viper LLC and Wells Fargo as amended, restated, amended and restated, supplemented or otherwise modified prior to June 12, 2025.
As of September 30, 2025, Viper LLC had $160 million in outstanding borrowings and $1.3 billion available for future borrowings under the Viper LLC Revolving Credit Facility. The weighted average interest rates on borrowings under Viper LLC’s respective revolving credit facilities were 5.83% and 6.21% for the three and nine months ended September 30, 2025, respectively, and 7.51% and 7.52% for the three and nine months ended September 30, 2024, respectively.
Borrowings under the Viper LLC Revolving Credit Facility bear interest at a per annum rate elected by Viper LLC that is 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 one 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, again based on the pricing level. The pricing level depends on the rating of Viper’s long-term senior unsecured debt by certain ratings agencies.
The Viper LLC Revolving Credit Facility contains a financial covenant that requires Viper to maintain a Total Net Debt to Capitalization Ratio (as defined in the Viper LLC Revolving Credit Facility) of no more than 65%. As of September 30, 2025, Viper LLC was in compliance with all financial maintenance covenants under the Viper LLC Revolving Credit Facility.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Term Loan Agreements
Diamondback Term Loan Agreements
2025 Term Loan
In connection with the Double Eagle Acquisition, Diamondback Energy, Inc., as guarantor, entered into a term loan credit agreement with Diamondback E&P LLC, as borrower, and Bank of America, N.A., as administrative agent (the “2025 Term Loan”) on March 21, 2025.
The 2025 Term Loan provided the Company with the ability to borrow up to $1.5 billion on an unsecured basis to fund a portion of the cash consideration for the Double Eagle Acquisition and costs and expenses related to the acquisition. On the date of closing of the Double Eagle Acquisition, the 2025 Term Loan was fully drawn in a single borrowing. Any then-outstanding amounts will mature and be payable in full on the second anniversary of the initial funding date. During the three and nine months ended September 30, 2025, the weighted average interest rate on borrowings under the 2025 Term Loan was 5.66% and 5.67%, respectively.
Outstanding borrowings 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. The applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level, and the commitment fee is equal to 0.125% per annum on the aggregate principal amount of the commitments. The pricing level depends on the Company’s long-term senior unsecured debt ratings.
Tranche A Loans
On February 29, 2024, Diamondback Energy, Inc., as guarantor, entered into a term loan credit agreement with Diamondback E&P LLC, as borrower, and Citibank, N.A., as administrative agent, which is comprised of $1.0 billion of Tranche A Loans (the “Tranche A Loans”). The Tranche A Loans were fully drawn to fund a portion of the cash consideration for the Endeavor Acquisition.
On May 5, 2025, the Company used the cash proceeds received from the 2025 Drop Down to repay in full and terminate the $900 million remaining outstanding Tranche A Loans. During the nine months ended September 30, 2025, the weighted average interest rate on borrowings under the Tranche A Loans was 5.87%. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the Tranche A Loans was 6.46%.
Viper Term Loan
On July 23, 2025, in connection with the Sitio Acquisition, Viper, as guarantor, entered into a term loan credit agreement with Viper LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent, (the “Viper Term Loan”).
The Viper Term Loan provided Viper with the ability to borrow up to $500 million on a senior unsecured basis to fund a portion of the retirement of Sitio’s debt, in connection with the Sitio Acquisition. On the date of closing of the Sitio Acquisition, the Viper Term Loan was fully drawn in a single borrowing. Any then-outstanding amounts will mature and be payable in full on the second anniversary of the initial funding date. In connection with the Sitio Acquisition, New Viper became a co-guarantor of the Viper Term Loan.
Borrowings under the Viper Term Loan bear interest at a per annum rate elected by Viper LLC that is 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 0.250% 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. The pricing level depends on the rating of Viper’s long-term senior unsecured debt by certain ratings agencies. In addition, the fee on undrawn commitments is equal to 0.20% per annum on the aggregate principal amount of such commitments. During the three and nine months ended September 30, 2025, the weighted average interest rate on borrowings under the Viper Term Loan was 5.92%.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Issuance of Notes
Diamondback Notes
On March 20, 2025, the Company issued $1.2 billion aggregate principal amount of 5.550% Senior Notes due April 1, 2035 (the “2035 Notes”). The Company received net proceeds of $1.2 billion, after underwriters’ discounts and transaction costs. Interest on the 2035 Notes is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2025. The Company used the net proceeds to fund a portion of the cash consideration for the Double Eagle Acquisition.
The 2035 Notes are included in the Guaranteed Senior Notes, which are senior unsecured obligations and are fully and unconditionally guaranteed by Diamondback E&P, are senior in right of payment to any of the Company’s future subordinated indebtedness and rank equal in right of payment with all of the Company’s existing and future senior indebtedness.
Viper Notes
On July 23, 2025, Viper LLC, as borrower, and Former Viper as guarantor, issued $1.6 billion in aggregate principal amount of Viper LLC’s 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 received net proceeds of approximately $1.58 billion, after underwriters’ discounts and transaction costs. Interest on the Viper 2025 Notes is payable semi-annually in February and August of each year, beginning on February 1, 2026. Concurrently, Viper used a portion of the proceeds to redeem or satisfy and discharge, as discussed below, approximately $780 million in aggregate principal amounts of Viper’s outstanding senior notes. Following the closing of the Sitio Acquisition, Viper used the remaining proceeds from the issuance of the Viper 2025 Notes to (i) retire Sitio’s 7.875% senior notes due 2028, (ii) repay borrowings under Sitio’s revolving credit facility, (iii) pay fees, costs and expenses related to the redemption or repayment of such debt, and (iv) for general corporate purposes.
The Viper 2025 Notes are senior unsecured obligations and are fully and unconditionally guaranteed by Former Viper, and, following the closing of the Sitio Acquisition, also by New Viper. The Viper 2025 Notes have been registered under the Securities Act.
Retirement of Notes
Diamondback Retirement of Notes
In the second quarter of 2025, the Company opportunistically repurchased an aggregate principal amount of approximately $252 million of its senior notes, which consisted of $27 million of the 3.125% Senior Notes due 2031, $111 million of the 4.400% Senior Notes due 2051, $94 million of the 4.250% Senior Notes due 2052 and $20 million of the 5.750% Senior Notes due 2054, all in open market transactions for total cash consideration, including accrued interest paid, of approximately $196 million, at an average of 76.8% of par value. These repurchases resulted in a gain on extinguishment of debt of approximately $55 million during the nine months ended September 30, 2025.
Viper Retirement of Notes
In the second quarter of 2025, Viper opportunistically repurchased principal amounts of $50 million of Viper’s 5.375% Senior Notes due 2027 (the “Viper 2027 Notes”) in open market transactions for total cash consideration of $50 million, at an average of 99.7% of par value. Viper’s repurchases resulted in an immaterial gain on extinguishment of debt during the nine months ended September 30, 2025.
On July 23, 2025, using proceeds from the issuance of the Viper 2025 Notes, Viper (i) redeemed all of Viper’s outstanding 7.375% Senior Notes due 2031 (the “Viper 2031 Notes”) for total cash consideration of approximately $434 million including the applicable redemption premium of 106.767% of par and accrued and unpaid interest up to, but not including, the redemption date, and (ii) issued and delivered a notice of redemption to redeem all of Viper’s outstanding Viper 2027 Notes on November 1, 2025, for total cash consideration, including payment of interest due to, but not including, the redemption date at a redemption price equal to 100% of the principal amount of the Viper 2027 Notes. The redemption of the Viper 2031 Notes resulted in a loss on extinguishment of debt of $32 million. Concurrent with the notice of redemption for the Viper 2027 Notes, Viper irrevocably deposited with Computershare Trust Company, National Association, the trustee under the
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
indenture governing the Viper 2027 Notes, approximately $390 million, the redemption amount of the Viper 2027 Notes, which is reflected in the caption “Restricted cash” on the condensed consolidated balance sheet as of September 30, 2025. The indenture governing the Viper 2027 Notes was satisfied and discharged at that time in accordance with its terms and ceased to be of further effect as to the Viper 2027 Notes issued thereunder, except those provisions of the indenture that, by their terms, survived the satisfaction and discharge. The satisfaction and discharge of the Viper 2027 Notes did not represent a legal defeasance or release, and, as such, the Viper 2027 Notes were reflected as a short-term obligation until subsequently redeemed on November 1, 2025.
10. STOCKHOLDERS’ EQUITY AND EARNINGS (LOSS) PER SHARE
Stock Repurchase Program
On July 31, 2025, the Company’s board of directors approved an increase in the Company’s common stock repurchase program from $6.0 billion to $8.0 billion of the Company’s outstanding common stock, excluding excise tax. Purchases under the repurchase program may be made from time to time in open market or privately negotiated transactions and are subject to market conditions, applicable regulatory and legal requirements, contractual obligations and other factors. The repurchase program does not require the Company to acquire any specific number of shares. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors at any time. During the three and nine months ended September 30, 2025, and 2024, the Company repurchased approximately $603 million, $1.6 billion, $515 million and $557 million of common stock under this repurchase program, respectively, in each case excluding excise tax. As of September 30, 2025, approximately $3.1 billion remained available for future repurchases under the Company’s common stock repurchase program, excluding excise tax.
Viper 2025 Equity Offering
On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of Viper’s Class A common stock, which included 3.70 million shares issued pursuant to an option to purchase additional shares of Viper’s Class A common stock granted to the underwriters, at a price to the public of $44.50 per share for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “Viper 2025 Equity Offering”). The net proceeds were used (i) to fund a portion of Viper’s cash consideration for the 2025 Drop Down, (ii) to fund cash consideration for other acquisitions, and (iii) for general corporate purposes.
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, which included 1.5 million shares issued pursuant to an option to purchase additional shares of Class A common stock granted to the underwriters, at a price to the public of $42.50 per share for total net proceeds to Viper of approximately $476 million, after underwriters’ discounts and transaction costs (the “Viper 2024 Equity Offering”). The net proceeds were used to fund a portion of the cash consideration for the Viper TWR Acquisition.
Change in Ownership of Consolidated Subsidiaries
Non-controlling interests in the accompanying condensed consolidated financial statements represent minority interest ownership in Viper and are presented as a component of equity. When the Company’s relative ownership interests in Viper change, adjustments to non-controlling interest and additional paid-in-capital, tax effected, will occur.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following table summarizes changes in the ownership interest in consolidated subsidiaries during the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net income (loss) attributable to the Company | $ | 1,018 | $ | 659 | $ | 3,122 | $ | 2,264 | |||||||||||||||
| Change in ownership of consolidated subsidiaries | 58 | 123 | (470) | 62 | |||||||||||||||||||
| Change from net income (loss) attributable to the Company’s stockholders and transfers with non-controlling interest | $ | 1,076 | $ | 782 | $ | 2,652 | $ | 2,326 |
Dividends
The following table presents dividends and distribution equivalent rights paid on the Company’s common stock during the respective periods:
| Base | Variable | Total Per Share | Total | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| First quarter | $ | 1.00 | $ | — | $ | 1.00 | $ | 291 | |||||||||||||||
| Second quarter | 1.00 | — | 1.00 | 293 | |||||||||||||||||||
| Third quarter | 1.00 | — | 1.00 | 291 | |||||||||||||||||||
| Total year-to-date | $ | 3.00 | $ | — | $ | 3.00 | $ | 875 | |||||||||||||||
| 2024 | |||||||||||||||||||||||
| First quarter | $ | 0.90 | $ | 2.18 | $ | 3.08 | $ | 552 | |||||||||||||||
| Second quarter | 0.90 | 1.07 | 1.97 | 355 | |||||||||||||||||||
| Third quarter | 0.90 | 1.44 | 2.34 | 419 | |||||||||||||||||||
| Total year-to-date | $ | 2.70 | $ | 4.69 | $ | 7.39 | $ | 1,326 |
Earnings (Loss) Per Share
The Company’s earnings (loss) per share amounts have been computed using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of common stock and participating securities. Basic earnings (loss) per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share include the effect of potentially dilutive non-participating securities outstanding for the period. Additionally, the per share earnings of Viper are included in the consolidated earnings per share computation based on the consolidated group’s holdings of the subsidiaries.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
A reconciliation of the components of basic and diluted earnings per common share is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except per share amounts, shares in thousands) | |||||||||||||||||||||||
| Net income (loss) attributable to common shares | $ | 1,018 | $ | 659 | $ | 3,122 | $ | 2,264 | |||||||||||||||
| Less: distributed and undistributed earnings allocated to participating securities(1) | 4 | 6 | 14 | 17 | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 1,014 | $ | 653 | $ | 3,108 | $ | 2,247 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | 288,826 | 204,730 | 290,188 | 187,253 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Weighted-average potential common shares issuable | — | — | — | — | |||||||||||||||||||
| Diluted weighted average common shares outstanding | 288,826 | 204,730 | 290,188 | 187,253 | |||||||||||||||||||
| Basic net income (loss) attributable to common shares | $ | 3.51 | $ | 3.19 | $ | 10.71 | $ | 12.00 | |||||||||||||||
| Diluted net income (loss) attributable to common shares | $ | 3.51 | $ | 3.19 | $ | 10.71 | $ | 12.00 |
(1) Unvested restricted stock awards and performance stock awards that contain non-forfeitable distribution equivalent rights are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.
11. EQUITY-BASED COMPENSATION
Under the Equity Plan approved by the board of directors, the Company is authorized to issue up to 11.8 million shares of incentive and non-statutory stock options, restricted stock awards and restricted stock units, performance awards and stock appreciation rights to eligible employees. The Company currently has outstanding restricted stock units and performance-based restricted stock units under the Equity Plan. At September 30, 2025, approximately 3.7 million shares of common stock remain available for future grants under the Equity Plan. The Company classifies its restricted stock units and performance-based restricted stock units as equity-based awards and estimates the fair values of restricted stock awards and units as the closing price of the Company’s common stock on the grant date of the award, which is expensed over the applicable vesting period.
In addition to the Equity Plan, Viper maintains its own long-term incentive plan, which is not significant to the Company.
The following table presents the financial statement impacts of equity compensation plans and related costs on the Company’s financial statements:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| General and administrative expenses | $ | 22 | $ | 16 | $ | 61 | $ | 49 | |||||||||||||||
| Equity-based compensation capitalized pursuant to full cost method of accounting for oil and natural gas properties | $ | 9 | $ | 8 | $ | 24 | $ | 22 | |||||||||||||||
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Restricted Stock Units
The following table presents the Company’s restricted stock unit activity during the nine months ended September 30, 2025, under the Equity Plan:
| Restricted Stock Units | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | 645,408 | $ | 159.84 | ||||||||
| Granted | 675,821 | $ | 149.23 | ||||||||
| Vested | (135,930) | $ | 160.73 | ||||||||
| Forfeited | (49,150) | $ | 153.37 | ||||||||
| Unvested at September 30, 2025 | 1,136,149 | $ | 153.70 |
The aggregate grant date fair value of restricted stock units that vested during the nine months ended September 30, 2025, was $22 million. As of September 30, 2025, the Company’s unrecognized compensation cost related to unvested restricted stock units was $119 million, which is expected to be recognized over a weighted-average period of 2.0 years.
Performance Based Restricted Stock Units
The following table presents the Company’s performance restricted stock units activity under the Equity Plan for the nine months ended September 30, 2025:
| Performance Restricted Stock Units | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | 278,902 | $ | 278.72 | ||||||||
| Granted | 186,519 | $ | 217.98 | ||||||||
| Vested | (6,590) | $ | 158.96 | ||||||||
| Unvested at September 30, 2025(1) | 458,831 | $ | 256.13 |
(1)A maximum of 1,107,526 units could be awarded based upon the Company’s final TSR ranking.
As of September 30, 2025, the Company’s unrecognized compensation cost related to unvested performance based restricted stock units was $54 million, which is expected to be recognized over a weighted-average period of 1.5 years.
In March 2025, eligible employees received performance restricted stock unit awards totaling 171,638 units from which a minimum of 0% and a maximum of 200% of the units could be awarded based upon the measurement of TSR of the Company’s common stock as compared to a designated peer group during the three-year performance period of January 1, 2025, to December 31, 2027, and cliff vest at December 31, 2027, subject to continued employment. The initial payout of the March 2025 awards will be further adjusted by a TSR modifier that may reduce the payout or increase the payout up to a maximum of 250%. Additionally, in May 2025 the Company granted 14,881 performance restricted stock units under substantially the same terms as the March 2025 performance restricted stock unit awards.
The fair value of each performance restricted stock unit issuance is estimated at the date of grant using a Monte Carlo simulation, which results in an expected percentage of units to be earned during the performance period.
The following table presents a summary of the grant-date fair values of performance restricted stock units granted and the related assumptions for the awards granted during the periods presented:
| March 2025 | May 2025 | ||||||||||
| Grant-date fair value | $ | 222.34 | $ | 167.75 | |||||||
| Risk-free rate | 3.99 | % | 4.00 | % | |||||||
| Company volatility | 34.60 | % | 33.30 | % |
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
12. INCOME TAXES
The following table provides the Company’s provision for (benefit from) income taxes and the effective income tax rate for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except for tax rate) | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | $ | 287 | $ | 210 | $ | 894 | $ | 685 | |||||||||||||||
| Effective income tax rate | 20.9 | % | 22.9 | % | 21.3 | % | 22.1 | % |
Total income tax expense from continuing operations for the three and nine months ended September 30, 2025, differed from amounts computed by applying the U.S. federal statutory tax rate to pre-tax income primarily due to (i) state income taxes, net of federal benefit, (ii) the effect of research and development tax credits, (iii) limitations on the deduction of certain permanent items, and (iv) other permanent differences between book and taxable income. For the three and nine months ended September 30, 2024, total income tax expense from continuing operations differed from amounts computed by applying the U.S. federal statutory tax rate to pre-tax income primarily due to (i) state income taxes, net of federal benefit, (ii) the impact of permanently nondeductible transaction costs, and (iii) other differences between book and taxable income.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “Act”), was enacted. The Act included multiple provisions applicable to U.S. income taxes for businesses, including immediate expensing of research or experimental expenses, bonus depreciation for qualified tangible property, deductible intangible drilling costs for purposes of the corporate alternative minimum tax, and enhancements to limits on business interest expense deductions. The Company accounted for the Act in the period of enactment and materially reduced its estimate of current tax expense for 2025, primarily offset by an increase in estimated deferred tax expense for 2025, with no material net impact on the effective tax rate for the quarter.
In connection with the Sitio Acquisition, Viper acquired prepaid income tax balances of approximately $14 million and deferred tax assets of $5 million related to loss carryforwards. Viper also recognized a deferred tax liability of approximately $122 million.
In connection with the 2025 Drop Down in May 2025, the Company recorded a $170 million increase in tax payable and a $164 million decrease in deferred tax liability through paid in capital. Due to the resulting increase in the Company’s ownership of Viper LLC, the Company recorded a $202 million decrease to deferred tax liability, and a $212 million decrease in the deferred tax asset through non-controlling interest on the Company’s condensed consolidated balance sheet.
In connection with the closing of the Endeavor Acquisition, the Company recognized a $7.2 billion deferred tax liability.
Based on application of the Inflation Reduction Act of 2022 guidance, the Company’s income tax expense for the three and nine months ended September 30, 2025, was not impacted by the corporate alternative minimum tax.
13. DERIVATIVES
At September 30, 2025, the Company has commodity derivative contracts and interest rate swaps outstanding. All derivative financial instruments are recorded at fair value.
Commodity Contracts
The Company has entered into multiple crude oil and natural gas derivatives, indexed to the respective indices as noted in the table below, to reduce price volatility associated with certain of its oil and natural gas sales. The Company has not designated its commodity derivative instruments as hedges for accounting purposes and, as a result, marks its commodity derivative instruments to fair value and recognizes the cash and non-cash changes in fair value in the condensed consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company has entered into commodity derivative instruments only with counterparties that are also lenders under its credit facility and have been deemed an acceptable credit risk. As such, collateral is not required from either the counterparties or the Company on its outstanding commodity derivative contracts.
As of September 30, 2025, the Company had the following outstanding commodity derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.
| Swaps | Collars | ||||||||||||||||||||||||||||
| Settlement Month | Settlement Year | Type of Contract | Bbls/MMBtu Per Day | Index | Weighted Average Differential | Weighted Average Floor Price | Weighted Average Ceiling Price | ||||||||||||||||||||||
| OIL | |||||||||||||||||||||||||||||
| Oct. - Dec. | 2025 | Roll Swap | 65,000 | WTI Cushing | $1.07 | $— | $— | ||||||||||||||||||||||
| Oct. - Dec. | 2025 | Basis Swap(1) | 76,000 | Argus WTI Midland | $1.05 | $— | $— | ||||||||||||||||||||||
| Jan. - Jun. | 2026 | Basis Swap(1) | 25,000 | Argus WTI Midland | $0.96 | $— | $— | ||||||||||||||||||||||
| Jul. - Dec. | 2026 | Basis Swap(1) | 20,000 | Argus WTI Midland | $0.95 | $— | $— | ||||||||||||||||||||||
| NATURAL GAS | |||||||||||||||||||||||||||||
| Oct. - Dec. | 2025 | Costless Collar | 690,000 | Henry Hub | $— | $2.49 | $5.28 | ||||||||||||||||||||||
| Jan. - Dec. | 2026 | Costless Collar | 800,000 | Henry Hub | $— | $2.88 | $6.34 | ||||||||||||||||||||||
| Jan. - Dec. | 2027 | Costless Collar | 520,000 | Henry Hub | $— | $2.92 | $6.37 | ||||||||||||||||||||||
| Oct. - Dec. | 2025 | Basis Swap(1) | 610,000 | Waha Hub | $(0.98) | $— | $— | ||||||||||||||||||||||
| Oct. - Dec. | 2025 | Basis Swap(1) | 20,000 | HSC Hub | $(0.49) | $— | $— | ||||||||||||||||||||||
| Jan. - Dec. | 2026 | Basis Swap(1) | 610,000 | Waha Hub | $(1.67) | $— | $— | ||||||||||||||||||||||
| Jan. - Dec. | 2026 | Basis Swap(1) | 100,000 | HSC Hub | $(0.35) | $— | $— | ||||||||||||||||||||||
| Jan. - Dec. | 2027 | Basis Swap(1) | 300,000 | Waha Hub | $(1.35) | $— | $— | ||||||||||||||||||||||
| Jan. - Dec. | 2027 | Basis Swap(1) | 100,000 | HSC Hub | $(0.26) | $— | $— |
(1) The Company has fixed price basis swaps for the spread between the Cushing crude oil price and the Midland WTI crude oil price as well as the spread between the Henry Hub natural gas price, the Waha Hub and the HSC Hub natural gas price. The weighted average differential represents the amount of reduction to the Cushing, Oklahoma oil price and the Waha Hub and HSC Hub natural gas price for the notional volumes covered by the basis swap contracts.
| Settlement Month | Settlement Year | Type of Contract | Bbls Per Day | Index | Strike Price | Deferred Premium | |||||||||||||||||
| OIL | |||||||||||||||||||||||
| Oct. - Dec. | 2025 | Put | 46,000 | Brent | $53.91 | $1.64 | |||||||||||||||||
| Oct. - Dec. | 2025 | Put | 100,000 | Argus WTI Houston | $53.00 | $1.68 | |||||||||||||||||
| Oct. - Dec. | 2025 | Put | 176,000 | WTI Cushing | $53.79 | $1.64 | |||||||||||||||||
| Jan. - Mar. | 2026 | Put | 36,000 | Brent | $53.13 | $1.73 | |||||||||||||||||
| Jan. - Mar. | 2026 | Put | 85,000 | Argus WTI Houston | $51.26 | $1.65 | |||||||||||||||||
| Jan. - Mar. | 2026 | Put | 160,000 | WTI Cushing | $52.23 | $1.66 | |||||||||||||||||
| Apr. - Jun. | 2026 | Put | 17,000 | Brent | $52.50 | $1.74 | |||||||||||||||||
| Apr. - Jun. | 2026 | Put | 50,000 | Argus WTI Houston | $50.00 | $1.64 | |||||||||||||||||
| Apr. - Jun. | 2026 | Put | 65,000 | WTI Cushing | $50.00 | $1.75 | |||||||||||||||||
| Jul. - Sep. | 2026 | Put | 5,000 | Brent | $52.50 | $1.63 | |||||||||||||||||
| Jul. - Sep. | 2026 | Put | 5,000 | Argus WTI Houston | $50.00 | $1.70 | |||||||||||||||||
| Jul. - Sep. | 2026 | Put | 10,000 | WTI Cushing | $50.00 | $1.83 |
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Interest Rate Swaps and Treasury Locks
Interest Rate Swaps
As of September 30, 2025, the Company has two receive-fixed, pay-variable interest rate swap agreements for notional amounts of $150 million, which are considered economic hedges of the Company’s 3.50% fixed rate senior notes due 2029 (the “2029 Notes”). During the three and nine months ended September 30, 2025, the Company terminated and settled an aggregate $150 million and $600 million, respectively, of the previous $900 million notional amount of interest rate swaps for an aggregate loss of $15 million and $67 million, respectively. The losses on the partial termination of interest rate swaps are recognized in the caption “Gain (loss) on derivative instruments, net” on the condensed consolidated statements of operations for the three and nine months ended September 30, 2025. The Company receives a fixed 3.50% rate of interest on these swaps and pays the variable rate of SOFR plus 2.1865%. The interest rate swaps are not treated as hedges for accounting purposes and, as a result, changes in fair value are recorded in earnings under the caption “Gain (loss) on derivative instruments, net” in the condensed consolidated statements of operations.
The interest rate swaps were designated as fair value hedges at inception, but the Company subsequently elected to discontinue hedge accounting. The cumulative fair value basis adjustment recorded at the time of dedesignation is being amortized to interest expense over the remaining term of the 2029 Notes utilizing the effective interest method. See Note 9—Debt for further details.
Treasury Locks
From time to time the Company enters into certain treasury lock contracts to reduce the forecasted interest rate risk associated with the issuance of senior unsecured notes. Changes in the value and settlement of treasury locks are recognized under the caption “Gain (loss) on derivative instruments, net” on the condensed consolidated statements of operations.
Balance Sheet Offsetting of Derivative Assets and Liabilities
The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. See Note 14—Fair Value Measurements for further details.
Gains and Losses on Derivative Instruments
The following table summarizes the gains and losses on derivative instruments included in the condensed consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Gain (loss) on derivative instruments, net: | |||||||||||||||||||||||
| Commodity contracts | $ | 115 | $ | 99 | $ | 126 | $ | 137 | |||||||||||||||
| Interest rate swaps(1) | — | 32 | 18 | (11) | |||||||||||||||||||
| 2026 WTI Contingent Liability | 2 | — | 3 | — | |||||||||||||||||||
| Treasury locks | 3 | — | 2 | (25) | |||||||||||||||||||
| Total | $ | 120 | $ | 131 | $ | 149 | $ | 101 | |||||||||||||||
| Net cash received (paid) on settlements: | |||||||||||||||||||||||
| Commodity contracts | $ | 72 | $ | 33 | $ | 181 | $ | 53 | |||||||||||||||
| Interest rate swaps(1) | (15) | (37) | (75) | (64) | |||||||||||||||||||
| Treasury locks | 3 | — | 2 | (25) | |||||||||||||||||||
| Total | $ | 60 | $ | (4) | $ | 108 | $ | (36) |
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
(1)The three and nine months ended September 30, 2025, includes cash paid on interest rate swaps terminated prior to their contractual maturity of $15 million and $67 million, respectively. The three and nine months ended September 30, 2024, includes cash paid on interest rate swaps terminated prior to their contractual maturity of $37 million.
14. FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As discussed in Note 14—Fair Value Measurements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, certain financial instruments of the Company are reported at fair value on the Company’s condensed consolidated balance sheets. The net amounts of derivative instruments are classified as current or noncurrent based on their anticipated settlement dates. The Company has an immaterial investment that is reported at fair value using observable, quoted stock prices and is included in “Other assets” on the Company’s condensed consolidated balance sheets at September 30, 2025, and December 31, 2024.
Viper LLC’s 2026 WTI Contingent Liability is reported at fair value using observable market data inputs and a Monte Carlo pricing model, which are considered Level 2 inputs within the fair value hierarchy. The 2026 WTI Contingent Liability was recorded in “Other accrued liabilities” on the Company’s condensed consolidated balance sheet at September 30, 2025, and in “Other long-term liabilities” on the Company’s consolidated balance sheet at December 31, 2024. The change in fair value of the 2026 WTI Contingent Liability is recognized in “Gain (loss) on derivative instruments, net” on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2025.
The following table provides the fair value of financial instruments that are recorded at fair value in the condensed consolidated balance sheets as of September 30, 2025, and December 31, 2024:
| As of September 30, 2025 | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Gross Fair Value | Gross Amounts Offset in Balance Sheet | Net Fair Value Presented in Balance Sheet | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 327 | $ | — | $ | 327 | $ | (153) | $ | 174 | ||||||||
| Non-current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 66 | $ | — | $ | 66 | $ | (65) | $ | 1 | ||||||||
| Non-current assets- Other assets: | ||||||||||||||||||||
| Investment | $ | 44 | $ | — | $ | — | $ | 44 | $ | — | $ | 44 | ||||||||
| Liabilities: | ||||||||||||||||||||
| Current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 154 | $ | — | $ | 154 | $ | (153) | $ | 1 | ||||||||
| Interest rate swaps | $ | — | $ | 9 | $ | — | $ | 9 | $ | — | $ | 9 | ||||||||
| Current liabilities- Other accrued liabilities: | ||||||||||||||||||||
| 2026 WTI Contingent Liability | $ | — | $ | 27 | $ | — | $ | 27 | $ | — | $ | 27 | ||||||||
| Non-current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 149 | $ | — | $ | 149 | $ | (65) | $ | 84 | ||||||||
| Interest rate swaps | $ | — | $ | 22 | $ | — | $ | 22 | $ | — | $ | 22 |
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
| As of December 31, 2024 | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Gross Fair Value | Gross Amounts Offset in Balance Sheet | Net Fair Value Presented in Balance Sheet | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 274 | $ | — | $ | 274 | $ | (106) | $ | 168 | ||||||||
| Non-current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 19 | $ | — | $ | 19 | $ | (17) | $ | 2 | ||||||||
| Non-current assets- Other assets: | ||||||||||||||||||||
| Investment | $ | 8 | $ | — | $ | — | $ | 8 | $ | — | $ | 8 | ||||||||
| Liabilities: | ||||||||||||||||||||
| Current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 121 | $ | — | $ | 121 | $ | (106) | $ | 15 | ||||||||
| Interest rate swaps | $ | — | $ | 28 | $ | — | $ | 28 | $ | — | $ | 28 | ||||||||
| Non-current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 27 | $ | — | $ | 27 | $ | (17) | $ | 10 | ||||||||
| Interest rate swaps | $ | — | $ | 96 | $ | — | $ | 96 | $ | — | $ | 96 | ||||||||
| Non-current liabilities- Other long-term liabilities: | ||||||||||||||||||||
| 2026 WTI Contingent Liability | $ | — | $ | 30 | $ | — | $ | 30 | $ | — | $ | 30 |
Assets and Liabilities Not Recorded at Fair Value
The following table provides the fair value of financial instruments that are not recorded at fair value in the condensed consolidated balance sheets:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Debt | $ | 16,242 | $ | 16,239 | $ | 12,975 | $ | 12,564 |
The fair values of the Company’s borrowings under the Credit Agreement, the Viper LLC Revolving Credit Facility, the 2025 Term Loan, Viper Term Loan and Tranche A Loans (prior to repayment and termination) approximate their carrying values based on borrowing rates available to the Company for bank loans with similar terms and maturities and are classified as Level 2 in the fair value hierarchy. The fair values of the outstanding notes were determined using the quoted market price at each period end, a Level 1 classification in the fair value hierarchy.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include those acquired in a business combination, inventory, proved and unproved oil and natural gas properties, equity method investments, asset retirement obligations and other long-lived assets that are written down to fair value when impaired or held for sale. Refer to Note 4—Acquisitions and Divestitures, Note 5—Endeavor Energy Resources, LP Acquisition and Note 6—Property and Equipment for additional discussion of nonrecurring fair value adjustments.
Fair Value of Financial Assets
The carrying amount of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, funds held in escrow, accounts payable and other accrued liabilities approximate their fair value because of the short-term nature of the instruments.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
15. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||||||||
| Cash (paid) received for income taxes, net | $ | (1,216) | $ | (191) | |||||||||||||||||||
| Supplemental disclosure of non-cash transactions: | |||||||||||||||||||||||
| Accrued capital expenditures included in accounts payable and accrued expenses | $ | 1,043 | $ | 710 | |||||||||||||||||||
| Common shares issued for acquisitions | $ | (2,536) | $ | (20,110) | |||||||||||||||||||
| Viper LLC’s units issued for acquisition | $ | (1,445) | $ | — | |||||||||||||||||||
16. COMMITMENTS AND CONTINGENCIES
The Company is a party to various routine legal proceedings, disputes and claims arising in the ordinary course of its business, including those that arise from interpretation of federal and state laws and regulations affecting the crude oil and natural gas industry, personal injury claims, title disputes, royalty disputes, contract claims, employment claims, claims alleging violations of antitrust laws, contamination claims relating to oil and natural gas exploration and development and environmental claims, including claims involving assets previously sold to third parties and no longer part of the Company’s current operations. While the ultimate outcome of the pending proceedings, disputes or claims and any resulting impact on the Company, cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records accrued liabilities for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.
Environmental Matters
The United States Department of the Interior, Bureau of Safety and Environmental Enforcement, ordered several oil and gas operators, including a corporate predecessor of Energen Corporation, to perform decommissioning and reclamation activities related to a Louisiana offshore oil and gas production platform and related facilities. In response to the insolvency of the operator of record, the government ordered the former operators and/or alleged former lease record title owners to decommission the platform and related facilities. The Company has agreed to an arrangement with other operators to contribute to a trust to fund the decommissioning costs, however, the Company’s portion of such costs are not expected to be material.
Several coastal Louisiana parishes and the State of Louisiana have filed numerous lawsuits under Louisiana’s State and Local Coastal Resources Management Act (“SLCRMA”) against numerous oil and gas producers seeking damages for coastal erosion in or near oil fields located within Louisiana’s coastal zone. The Company is a defendant in five of these cases. The Company has exercised contractual indemnification rights where applicable. Plaintiffs’ SLCRMA theories are unprecedented and there remains significant uncertainty about the claims (both as to scope and damages). Although the Company cannot predict the ultimate outcome of these matters, the Company believes the claims lack merit and intends to continue vigorously defending these lawsuits.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
17. SUBSEQUENT EVENTS
Third Quarter 2025 Dividend Declaration
On October 30, 2025, the board of directors of the Company declared a base cash dividend for the third quarter of 2025 of $1.00 per share of common stock, payable on November 20, 2025, to its stockholders of record at the close of business on November 13, 2025. Future base and variable dividends are at the discretion of the Company’s board of directors.
Diamondback Divestitures
EPIC Divestiture
On October 31, 2025, the Company divested its 27.5% equity interest in EPIC Crude Holdings, LP (“EPIC”) pursuant to a definitive purchase and sale agreement with Plains All American Pipeline, L.P. and Plains GP Holdings (collectively, “Plains”) for approximately $504 million in cash and an additional $96 million in contingent consideration (the “EPIC Divestiture”). The contingent cash payment is due should the capacity expansion of EPIC be formally sanctioned before year-end 2027. On October 31, 2025, the Company used $500 million of the cash proceeds received from the EPIC Divestiture to partially repay principal borrowings under the Company’s 2025 Term Loan.
Divestiture of Water Assets to Deep Blue
On October 1, 2025, the Company divested Environmental Disposal Systems, LLC (“EDS”), its subsidiary, to Deep Blue, which was originally acquired in connection with the Endeavor Acquisition, in exchange for upfront net cash proceeds of $694 million. The transaction provides for the potential for the Company to earn up to an additional $200 million in contingent consideration based on the achievement of certain completion thresholds for the years 2026 through 2028. As part of the divestiture, the Company renewed its 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. The Company’s equity ownership interest in Deep Blue remained at 30% following the closing of the transaction. The cash proceeds from the divestiture were used to repay borrowings under the Credit Agreement and for general corporate purposes.
As of September 30, 2025, the assets related to this divestiture met the criteria to be classified as held for sale on the Company’s condensed consolidated balance sheets. See Note 6—Property and Equipment for additional discussion about the balance sheet classification of these assets as of September 30, 2025.
Viper Divestiture
Pending Divestiture of Non-Permian Assets
On October 30, 2025, Viper entered into an equity interest purchase agreement to divest all its non-Permian assets, including those acquired from Sitio, to an affiliate of GRP Energy Capital LLC and Warwick Capital Partners LLP for a purchase price of approximately $670 million, subject to customary purchase price adjustments (the “Pending Viper Non-Permian Divestiture”). The properties to be divested consist 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. The Pending Viper Non-Permian Divestiture is subject to customary closing conditions and is expected to close in the first quarter of 2026.
Retirement of Notes
In the fourth quarter of 2025, the Company opportunistically repurchased an aggregate principal amount of approximately $203 million of its senior notes, which consisted of $152 million of the 4.400% Senior Notes due 2051 and $51 million of the 4.250% Senior Notes due 2052, in open market transactions for total cash consideration, including accrued interest paid, of approximately $167 million, at an average of 82.3% of par value. These repurchases resulted in a gain on extinguishment of debt of approximately $33 million during the fourth quarter of 2025.
Diamondback Energy, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
18. SEGMENT INFORMATION
The Company is managed on a consolidated basis as one operating segment and one reportable segment, the upstream segment, which is engaged in the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. This singular operating and reportable segment is comprised of (i) the Company and its wholly owned subsidiaries, and (ii) Viper and its consolidated subsidiaries, which have been aggregated due to the similarity in their economic characteristics, products and services, processes, type of customers, method of distribution for their products and the regulatory environment in which they operate. The upstream segment derives its revenue from customers through the sale of oil and natural gas products as well as other immaterial service contracts. See Note 3—Revenue from Contracts with Customers for further discussion of the Company’s sources of revenue.
The Chief Operating Decision Maker (“CODM”) uses the Company’s condensed consolidated financial results to make key operating decisions, assess performance and to allocate resources. The measures of segment profit or loss and total assets utilized by the CODM are net income and total assets as reported on the condensed consolidated statements of operations and the condensed consolidated balance sheets, respectively. The significant expense categories, their amounts and other segment items that are regularly provided to the CODM are those that are reported in the Company’s condensed consolidated statements of operations.
The CODM uses consolidated net income as a measure of profitability to evaluate segment performance and to make capital allocation decisions such as reinvestment in the business or return of capital through the payment of base and variable dividends or repurchases under the share repurchase program.
Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS