8-K – 2026-03-12 – tm268329d3_8k.htm

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0001539838

0001539838

2026-03-10
2026-03-10

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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

 

March 10, 2026

Date of Report (Date of Earliest Event Reported)

 

 

 

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its
charter)

 

 

 

Delaware
001-35700
45-4502447

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 

500 West Texas Ave.

Suite 100

Midland , Texas 79701

(Address of principal executive offices) (Zip
Code)

 

Registrant’s telephone number, including
area code: ( 432 ) 221-7400

 

 

 

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

 

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

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

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

¨ 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, par value $0.01 per share
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.

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On March 10, 2026, Diamondback Energy, Inc. (the “ Company ”)
entered into an underwriting agreement (the “ Underwriting Agreement ”) with SGF FANG Holdings, LP (the “ Selling
Stockholder ”) and Evercore Group L.L.C., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of
the several underwriters named therein (the “ Underwriters ”), pursuant to which, among other things, the Selling Stockholder
agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, shares of the Company’s
common stock (the “ Shares ”) in a registered public offering (the “ Secondary Offering ”), subject
to and upon the terms and conditions set forth therein. The Underwriting Agreement contains customary representations, warranties and
agreements of the Company and the Selling Stockholder and other customary obligations of the parties and termination provisions.

 

On March 12, 2026, the Company and the Selling Stockholder completed
the Secondary Offering of 12,650,000 Shares, which includes 1,650,000 Shares that were purchased by the Underwriters pursuant to a 30-day
option that the Selling Stockholder had granted to the Underwriters, which such option was exercised by the Underwriters in full.

 

The Company did not receive any of the proceeds from the sale of the
Shares in the Secondary Offering.

 

The foregoing description of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is included as Exhibit 1.1
hereto and is incorporated by reference herein.

 

The Shares offered and sold in the Secondary Offering were registered
under the Securities Act of 1933, as amended (the “ Securities Act ”), pursuant to the Company’s automatic shelf
registration statement on Form S-3 (Registration No. 333-282225), filed with the Securities and Exchange Commission (the “ SEC ”)
on September 19, 2024 (the “ Registration Statement ”), which was effective upon filing, and were offered pursuant
to the prospectus supplement dated March 10, 2026, which was filed by the Company in its final form with the SEC pursuant to Rule 424(b) under
the Securities Act on March 11, 2026.

 

Item 8.01. Other Events.

 

On March 10, 2026, the Company issued (i) a press release
announcing the launch of the Secondary Offering and (ii) a press release announcing the pricing of the Secondary Offering. Copies
of these press releases are attached as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein.

 

Legal Opinion

 

In connection with the Secondary Offering, the
Company is filing a legal opinion of Latham & Watkins LLP, attached hereto as Exhibit 5.1 hereto, to incorporate such opinion
by reference into the Shelf Registration Statement and into the Prospectus.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number
 
Description

1.1*
 
Underwriting Agreement, dated as of March 10, 2026, by and among Diamondback Energy, Inc., the Selling Stockholder and Evercore Group L.L.C., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC

5.1
 
Opinion of Latham & Watkins LLP

23.1
 
Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto)

99.1
 
Press Release, dated March 10, 2026

99.2
 
Press Release, dated March 10, 2026

104
 
Cover Page Interactive Data File (formatted as Inline XBRL)

 

*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

 

 

SIGNATURES

 

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

 

 
DIAMONDBACK ENERGY, INC.

 
 

Date: March 12, 2026
By:
/s/ Teresa L. Dick

 
Name:
Teresa L. Dick

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