8-K – 2025-12-01 – tm2532418d1_8k.htm

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2025-12-01
2025-12-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 1, 2025

 

 

 

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

DE
 
001-35700
 
45-4502447

(State or other jurisdiction of

incorporation)

 
(Commission File Number)

 
(IRS Employer

Identification Number)

 

500 West Texas Ave.
Suite 100
Midland , TX

 
79701

(Address of principal

executive offices)  
(Zip Code)

 

( 432 ) 221-7400

Registrant’s telephone number, including
area code

 

Not Applicable

(Former name or former address, if changed since
last report.)

 

Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered

Common Stock, $0.01 Par Value
 
FANG
 
The Nasdaq Stock Market LLC

(NASDAQ Global Select Market)

 

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.   o

 

 

 

 

 

 

Item 8.01. Other Events.

 

Diamondback Energy, Inc. (“Diamondback”)
has entered into a letter agreement with SGF FANG Holdings, LP (“SGF”), dated November 28, 2025, which provides SGF with
the right, but not the obligation, to sell up to 3,000,000 shares of Diamondback common stock to Diamondback per calendar quarter through
December 31, 2026 at the most recent NASDAQ closing price prior to any such transaction, subject to certain terms and conditions
set forth in the letter agreement. Pursuant to the letter agreement, on November 28, 2025, Diamondback agreed to repurchase 2,000,000
shares of its common stock held by SGF at the most recent NASDAQ closing price of $152.59 per share. Repurchases under the letter agreement
are pursuant to Diamondback’s existing share repurchase program, and have been approved by the audit committee of Diamondback’s
Board of Directors. Including the 2,000,000 shares currently being repurchased from SGF, as of the filing of this Current Report on Form 8-K,
Diamondback has repurchased a total of 2,886,280 shares since September 30, 2025 for a total cost of $432 million, leaving approximately
$2.7 billion available under its $8 billion share repurchase authorization, in each case excluding excise tax. The letter agreement does
not affect SGF’s ability to dispose of its Diamondback shares through other means, including registered offerings and open market
sales, to the extent permitted under its stockholder agreement with Diamondback.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

 

 
 
DIAMONDBACK ENERGY, INC.

 
 
 
 

Date:
December 1, 2025
 
 

 
 
By:
/s/ Teresa L. Dick

 
 
Name:
Teresa L. Dick

 
 
Title:
Executive Vice President, Chief Accounting Officer and Assistant Secretary