8-K – 2026-04-13 – tm2611659d1_8k.htm

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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

 

April 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 8.01. Other Events.

  

On April 13, 2026, Diamondback Energy, Inc. (“Diamondback”)
announced the final tender results of its previously announced tender offers (the “Offers”) to purchase for cash any and all
of Diamondback’s outstanding 4.400% Senior Notes due 2051 (the “2051 Notes”) and 4.250% Senior Notes due 2052 (together
with the 2051 Notes, the “Notes”) from holders of each series of the Notes. The Offers expired at 5:00 p.m., New York City
time, on April 10, 2026.

 

The Company issued (i) a press release announcing the pricing of the
Offers on April 10, 2026 and (ii) a press release announcing the results of the Offers on April 13, 2026. Copies of these press releases
are attached as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number
 
Description

99.1
 
Press Release, dated April 10, 2026, titled “Diamondback Energy, Inc. Announces Pricing of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052”.

99.2
 
Press Release, dated April 13, 2026, titled “Diamondback Energy, Inc. Announces Results of Tender Offers for Any and All of its Outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052”.

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

 

 

 

 

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: April 13, 2026
By:
/s/ Teresa L. Dick

 
Name:
Teresa L. Dick

 
Title:

Executive Vice President, Chief Accounting Officer and Assistant
Secretary