Cover and table of contents

29K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-35700

Diamondback Energy, Inc.

(Exact name of registrant as specified in its charter)

DE45-4502447
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
500 West Texas Ave.,
Suite 100
Midland, TX79701
(Address of principal executive offices)(Zip Code)

(432) 221-7400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareFANGThe Nasdaq Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026, the registrant had 280,024,353 shares of common stock outstanding.

DIAMONDBACK ENERGY, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

Page
Glossary of Oil and Natural Gas Termsii
Glossary of Certain Other Termsiv
Cautionary Statement Regarding Forward-Looking Statementsv
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)1
Condensed Consolidated Statements of Operations1
Condensed Consolidated Balance Sheets2
Condensed Consolidated Statements of Cash Flows3
Condensed Consolidated Statements of Stockholders’ Equity4
Notes to the Condensed Consolidated Financial Statements6
1. Description of the Business and Basis of Presentation6
2. Summary of Significant Accounting Policies7
3. Revenue from Contracts with Customers8
4. Acquisitions and Divestitures8
5. Property and Equipment10
6. Asset Retirement Obligations11
7. Related Party Transactions11
8. Debt13
9. Stockholders’ Equity and Earnings (Loss) Per Share15
10. Equity-Based Compensation17
11. Income Taxes18
12. Derivatives19
13. Fair Value Measurements21
14. Supplemental Information To Statements of Cash Flows23
15. Commitments and Contingencies24
16. Subsequent Events24
17. Segment Information25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3. Quantitative and Qualitative Disclosures About Market Risk41
Item 4. Controls and Procedures41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings43
Item 1A. Risk Factors43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds43
Item 5. Other Information44
Item 6. Exhibits45
Signatures46

i

GLOSSARY OF OIL AND NATURAL GAS TERMS

The following is a glossary of certain oil and natural gas industry terms that are used in this Quarterly Report on Form 10-Q (this “report”) and our other periodic reports under the Exchange Act:

Argus WTI HoustonGrade of oil that serves as a benchmark price for oil at Houston, Texas.
Argus WTI MidlandGrade of oil that serves as a benchmark price for oil at Midland, Texas.
BasinA large depression on the earth’s surface in which sediments accumulate.
Bbl or barrelOne stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons.
BO/dOne barrel of crude oil per day.
BOEOne barrel of crude oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.
BOE/dOne BOE per day.
BrentA major trading classification of light sweet oil that serves as a benchmark price for oil worldwide.
CompletionThe process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
Crude oilLiquid hydrocarbons retrieved from geological structures underground to be refined into fuel sources.
Development costsCapital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves.
DifferentialAn adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.
ExploitationA development or other project which may target proven or unproven reserves (such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.
FormationA layer of rock which has distinct characteristics that differ from nearby rock.
FracturingThe process of creating and preserving a fracture or system of fractures in a reservoir rock typically by injecting a fluid under pressure through a wellbore and into the targeted formation.
Henry HubNatural gas gathering point that serves as a benchmark price for natural gas futures on the NYMEX.
Horizontal drillingA drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.
Horizontal wellsWells drilled directionally horizontal to allow for development of structures not reachable through traditional vertical drilling mechanisms.
HSC HubNatural gas gathering point that serves as a benchmark price for natural gas at the Houston Ship Channel area.
MBblsOne thousand barrels of crude oil and other liquid hydrocarbons.
MBOEOne thousand BOE, determined using a ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.
MBOE/dOne thousand BOE per day.
McfOne thousand cubic feet of natural gas.
Mineral interestsThe interests in ownership of the resource and mineral rights, giving an owner the right to profit from the extracted resources.
MMBtuOne million British Thermal Units.
MMcfMillion cubic feet of natural gas.
Net acres or net wellsThe sum of the fractional working interest owned in gross acres.
Net royalty acresNet mineral acres multiplied by the average lease royalty interest and other burdens.
Oil and natural gas propertiesTracts of land consisting of properties to be developed for oil and natural gas resource extraction.
OperatorThe individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.
Plugging and abandonmentRefers to the sealing off of fluids in the reservoir penetrated by a well so that the fluids from one reservoir will not escape into another or to the surface.
Proved reservesThe estimated quantities of oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.

ii

ReservesReserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to the market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).
ReservoirA porous and permeable underground formation containing a natural accumulation of producible natural gas and/or crude oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
Royalty interestAn interest that gives an owner the right to receive a portion of the resources or revenues without having to carry any costs of development, which may be subject to expiration.
Waha HubNatural gas gathering point that serves as a benchmark price for natural gas at western Texas and New Mexico.
Working interestAn operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.
WTIWest Texas Intermediate, a light sweet blend of oil produced from fields in western Texas and is a grade of oil that serves as a benchmark for oil on the NYMEX.
WTI CushingGrade of oil that serves as a benchmark price for oil at Cushing, Oklahoma.

iii

GLOSSARY OF CERTAIN OTHER TERMS

The following is a glossary of certain other terms that are used in this report and our other periodic reports under the Exchange Act:

ASUAccounting Standards Update.
Diamondback E&PDiamondback E&P LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company.
Equity PlanThe Company’s 2021 Amended and Restated Equity Incentive Plan.
Exchange ActThe Securities Exchange Act of 1934, as amended.
FASBFinancial Accounting Standards Board.
Free Cash FlowA non-GAAP financial measure calculated as cash flow from operating activities before changes in working capital in excess of cash capital expenditures.
GAAPAccounting principles generally accepted in the United States.
Guaranteed Senior NotesThe outstanding senior notes issued by Diamondback Energy, Inc. under indentures where Diamondback E&P is the sole guarantor, consisting of the 3.250% Senior Notes due 2026, 5.200% Senior Notes due 2027, 3.500% Senior Notes due 2029, 5.150% Senior Notes due 2030, 3.125% Senior Notes due 2031, 6.250% Senior Notes due 2033, 5.400% Senior Notes due 2034, 5.550% Senior Notes due 2035, 4.400% Senior Notes due 2051, 4.250% Senior Notes due 2052, 6.250% Senior Notes due 2053, 5.750% Senior Notes due 2054 and 5.900% Senior Notes due 2064.
NasdaqThe Nasdaq Global Select Market.
NYMEXNew York Mercantile Exchange.
OPECOrganization of the Petroleum Exporting Countries.
SECUnited States Securities and Exchange Commission.
SEC PricesUnweighted arithmetic average of the first-day-of-the-month price for each month during the 12-month period prior to the ending date of the period covered by this report.
Securities ActThe Securities Act of 1933, as amended.
SOFRThe secured overnight financing rate.
TSRTotal stockholder return of the Company’s common stock.
Viper(i) New Viper following the Sitio Acquisition, and (ii) Former Viper prior to the Sitio Acquisition, (each term as defined in Note 1—Description of the Business and Basis of Presentation in Part I. Item 1. Financial Statements of this report).
Viper LLCPrior to December 23, 2025, Viper Energy Partners LLC, a Delaware limited liability company and a subsidiary of Viper Energy, Inc. and after December 23, 2025, VNOM Holding Company LLC, a Delaware limited liability company and a consolidated subsidiary of Viper Energy, Inc.
Wells FargoWells Fargo Bank, National Association.

iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Various statements contained in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties and assumptions. All statements, other than statements of historical fact, including statements regarding our: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow and financial position; reserve estimates and our ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the Double Eagle Acquisition and Viper’s Sitio Acquisition (in each case, as defined below) discussed in this report and other acquisitions or divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this report, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to the Company are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although we believe that the expectations and assumptions reflected in our forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond our control. In particular, the factors discussed in this report and detailed under Part II, Item 1A. Risk Factors in this report and our Annual Report on Form 10–K for the year ended December 31, 2025, could affect our actual results and cause our actual results to differ materially from expectations, estimates or assumptions expressed, forecasted or implied in such forward-looking statements. Unless the context requires otherwise, references to “we,” “us,” “our” or the “Company” are intended to mean the business and operations of the Company and its consolidated subsidiaries.

Factors that could cause our outcomes to differ materially include (but are not limited to) the following:

  • geopolitics and market conditions, including changes in supply and demand levels for oil, natural gas and natural gas liquids and the resulting impact on the price for those commodities;

  • changes in U.S. energy, environmental, monetary and trade policies, including with respect to tariffs or other trade barriers and any resulting trade tensions;

  • actions taken by the members of OPEC and its non-OPEC allies (“OPEC+”) affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments;

  • changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates, inflation rates and instability in the financial sector;

  • regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits;

  • federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations;

  • physical and transition risks relating to climate change, changing political and social perspectives on climate change and other environmental, social and governance factors, and risks from our publicly disclosed targets related to sustainability and emissions reduction initiatives;

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

  • restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water disposal well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin;

  • significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges;

  • conditions in the capital, financial and credit markets, including the availability and pricing of capital for acquisitions, exploration and development operations;

  • challenges with employee retention and an increasingly competitive labor market;

  • changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services;

  • changes in safety, health, environmental, tax and other regulations or requirements (including those addressing air emissions, water management, or the impact of global climate change);

  • security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business;

v

  • lack of, or disruption in, access to adequate and reliable electrical power, internet and telecommunication infrastructure, information and computer systems, transportation, processing, storage and other facilities for our oil, natural gas and natural gas liquids;

  • failures or delays in achieving expected reserve or production levels from existing and future oil and natural gas developments, including due to operating hazards, drilling risks, or the inherent uncertainties in predicting reserve and reservoir performance;

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

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

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

  • geographical concentration of our primary operations;

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

  • difficulty in obtaining necessary approvals and permits;

  • severe weather conditions and natural disasters;

  • changes in the financial strength of counterparties to our credit facilities and hedging contracts;

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

  • changes in our credit rating;

  • failure to identify, complete and successfully integrate acquisitions, including Viper’s Riverbend Acquisition and Sitio Acquisition;

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

  • other risks and factors disclosed or incorporated by reference under Part II, Item 1A. Risk Factors and our Annual Report on Form 10–K for the year ended December 31, 2025.

In light of these factors, the events anticipated by our forward-looking statements may not occur at the time anticipated or at all. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. We cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements we may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this report. All forward-looking statements speak only as of the date of this report or, if earlier, as of the date they were made. We do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless required by applicable law.

vi

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS