FANG

MKT CAP $56.3BP/E 38.2DIV YIELD 2.07%FCF YIELD —REV TTM $17.1B +21.4%NET INCOME $1.5B −61.8%NET DEBT $10.6B52W 137.29 – 213.69SEC XBRL · TTM TO Invalid Date

How FANG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors of this report for additional information regarding cybersecurity risks we face and their potentially material impact on our business strategy, results of operations and financial condition.
For additional information regarding environmental matters, see Note 15— Commitments and Contingencies in Item 8.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Listing and Holders of Record Our common stock is listed on Nasdaq under the symbol “FANG”.
There were 4,438 holders of record of our common stock on February 20, 2026.
Dividend Policy In the first quarter of 2024, our board of directors approved a reduction in our return of capital commitment to our shareholders to at least 50% (down from 75%) of our quarterly Adjusted Free Cash Flow through repurchases under our share repurchase program, base dividends and variable dividends to accelerate the repayment of indebtedness incurred in connection with the Endeavor Acquisition and the Double Eagle Acquisition.
Our board of directors’ determination with respect to any such dividends, whether base or variable, including the record date, the payment date and the actual amount of the dividend, will depend upon our outlook for commodity prices, our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant at the time of such determination.
Recent Sales of Unregistered Securities During the three months ended December 31, 2025, the Company issued a total of 105,607 shares of common stock as partial consideration in connection with the acquisition of certain oil and gas leases from the sellers thereof in a private transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Issuer Purchases of Equity Securities Our common stock repurchase activity for the three months ended December 31, 2025 was as follows: Period Total Number of Shares Purchased (1)(2) Average Price Paid Per Share (3)(4) Total Number of Shares Purchased as Part of Publicly Announced Plan (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (4)(5) (In millions, except per share amounts, shares in thousands) October 1, 2025 - October 31, 2025 614 $ 143.21 611 $ 3,011 November 1, 2025 - November 30, 2025 2,275 $ 151.22 2,275 $ 2,667 December 1, 2025 - December 31, 2025 18 $ 144.98 18 $ 2,665 Total 2,907 $ 149.49 2,904 (1) Includes 3,301 shares of common stock repurchased from executives in order to satisfy tax withholding requirements.
(2) Includes 2.0 million shares repurchased from SGF FANG Holdings, LP (“SGF”) during the fourth quarter of 2025 pursuant to a privately negotiated letter agreement dated November 28, 2025.
For further discussion on the repurchase from SGF, see Note 7— Related Party Transactions in Item 8.
(3) The average price paid per share includes any commissions paid to repurchase stock.
(4) In September 2021, our board of directors initiated our stock repurchase program.
On July 31, 2025, our board of directors approved a $2.0 billion increase in our common stock repurchase program from $6.0 billion to $8.0 billion, excluding excise tax.
(5) The IRA, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
Stock Performance Graph The following performance graph and related information should not be deemed “soliciting material” or to be “filed” with the SEC, nor should such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such information by reference into such a filing.
The performance graph and information are included for historical comparative purposes only and should not be considered indicative of future stock performance.
The performance graph includes a comparison of our cumulative total stockholder return over a five-year period with the cumulative total returns of the Standard & Poor’s 500 Stock Index, or the S&P 500, and the SPDR S&P Oil & Gas Exploration and Production ETF, or XOP.
The graph assumes an investment of $100 on December 31, 2020, and that all dividends were reinvested.
As of December 31, Calculated Values: 2020 2021 2022 2023 2024 2025 Diamondback Energy, Inc. $100.00 $227.44 $308.19 $368.65 $406.86 $383.98 S&P 500 $100.00 $128.68 $105.36 $133.03 $166.28 $195.98 XOP $100.00 $166.76 $242.36 $250.96 $248.37 $243.04 ITEM 6. [RESERVED] ITEM 7.
As of December 31, 2025, we have one reportable segment, the upstream segment.
See Note 1— Description of the Business and Basis of Presentation and Note 17— Segment Information in Item 8.
Financial Statements and Supplementary Data of this report for further discussion. 2025 Financial and Operating Highlights • Recorded net income of $1.7 billion, which includes impairment of approximately $3.7 billion recorded on our proved oil and natural gas properties during the fourth quarter of 2025. • Our cash operating costs were $10.23 per BOE, including lease operating expenses of $5.55 per BOE, cash general and administrative expenses of $0.62 per BOE and production and ad valorem taxes and gathering, processing and transportation expenses of $4.06 per BOE. • Incurred cash capital expenditures, excluding acquisitions, of $3.5 billion. • Paid dividends to stockholders of $1.2 billion during 2025 and declared a base cash dividend payable in the first quarter of 2026 of $1.05 per share of common stock. • Increased our common stock repurchase program authorization to $8.0 billion, excluding excise taxes, and repurchased $2.0 billion of our common stock in 2025, leaving approximately $2.7 billion available for future repurchases at December 31, 2025. • Issued $1.2 billion aggregate principal amount of 5.550% Senior Notes due April 1, 2035 (the “2035 Notes”) to fund a portion of the cash consideration for the Double Eagle Acquisition. • Repurchased an aggregate of approximately $455 million of our senior notes. • Our average production was 921.0 MBOE/d. • Drilled 463 gross horizontal wells (including 459 in the Midland Basin and 4 in the Delaware Basin). • Turned 503 gross operated horizontal wells (including 488 in the Midland Basin and 15 in the Delaware Basin) to production. • As of December 31, 2025, we had approximately 869,036 net acres in the Permian Basin, which primarily consisted of 774,645 net acres in the Midland Basin and 94,391 net acres in the Delaware Basin.
As of December 31, 2025, we had an estimated 8,854 gross horizontal locations that we believe to be economic at $50.00 per Bbl WTI.
Our publicly traded subsidiary, Viper, also owns mineral interests underlying approximately 36,004 net royalty acres in the Delaware Basin and approximately 50,595 net royalty acres in the Midland Basin.
We operate approximately 35% of these net royalty acres.
Transactions and Recent Developments Diamondback Acquisition and Divestitures EPIC Divestiture On October 31, 2025, we divested our 27.5% equity interest in EPIC for approximately $504 million in cash and an additional $96 million in contingent consideration (the “EPIC Divestiture”), which resulted in a gain on the sale of equity method investments of approximately $299 million.
The gain is included in the caption “Other income (expense), net” on the consolidated statements of operations for the year ended December 31, 2025.
Divestiture of Water Assets to Deep Blue On October 1, 2025, we divested EDS, a subsidiary originally acquired in connection with the Endeavor Acquisition, to our affiliate, Deep Blue Midland Basin LLC (“Deep Blue”), in exchange for upfront net cash proceeds of $694 million, subject to customary post-closing adjustments, and approximately $34 million of additional equity interests issued by Deep Blue as non-cash consideration.
This transaction provides for the potential for us to earn up to an additional $200 million.
If certain completion thresholds are not met, we could owe up to $150 million in contingent consideration for the years 2026 through 2028.
The divestiture resulted in a gain of approximately $ 168 million, which is included in the caption “Other operating expenses, net” on the consolidated statements of operations for the year ended December 31, 2025.
As part of the divestiture, we renewed our 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. 2025 Drop Down On May 1, 2025, our wholly owned subsidiary, EER LP, divested the Endeavor Subsidiaries to Viper and Viper LLC in exchange for consideration consisting of (i) $873 million in cash including customary post-closing adjustments, and (ii) the issuance of 69.63 million Viper LLC units and an equal number of shares of Viper’s Class B common stock.
Double Eagle Acquisition On April 1, 2025, we completed the Double Eagle Acquisition for consideration of $3.1 billion in cash and approximately 6.84 million shares of our common stock, including transaction costs and certain customary post-closing adjustments.
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.
Viper Acquisitions and Divestitures Divestiture of Non-Permian Assets On February 9, 2026, Viper completed the Viper Non-Permian Divestiture for net cash proceeds of approximately $617 million, subject to customary post-closing adjustments.
The divested properties consisted 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.
Proceeds from the Viper Non-Permian Divestiture were used to repay the Viper 2025 Term Loan (as defined below) and to reduce borrowings outstanding on the Viper Revolving Credit Facility (as defined and discussed in Note 8— Debt in Item 8.
Sitio Acquisition On August 19, 2025, Viper and Viper LLC completed the Sitio Acquisition in an all-equity transaction valued at approximately $4.0 billion, including customary transaction costs and post-closing adjustments and the partial retirement of Sitio’s net debt of approximately $1.2 billion.
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.
See Note 4— Acquisitions and Divestitures and Note 16— Subsequent Events in Item 8.

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Risk Factors of this report for additional information regarding cybersecurity risks we face and their potential impact on our business strategy, results of operations and financial condition.
For additional information regarding environmental matters, see Note 16— Commitments and Contingencies in Item 8.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Listing and Holders of Record Our common stock is listed on the Nasdaq Global Select Market under the symbol “FANG”.
There were 4,721 holders of record of our common stock on February 21, 2025.
Dividend Policy Future base and variable dividends are at the discretion of our board of directors, and the board of directors may change the dividend amount from time to time based on the Company's outlook for commodity prices, liquidity, debt levels, capital resources, free cash flow and other factors.
Beginning in the first quarter of 2024, our board of directors has approved a reduction in our return of capital commitment to our shareholders to at least 50% (down from 75%) of our quarterly free cash flow through repurchases under our share repurchase program, base dividends and variable dividends to facilitate the repayment of indebtedness incurred in connection with the Endeavor Acquisition.
Our board of directors’ determination with respect to any such dividends, whether base or variable, including the record date, the payment date and the actual amount of the dividend, will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant at the time of such determination.
Recent Sales of Unregistered Securities None.
Issuer Repurchases of Equity Securities Our common stock repurchase activity for the three months ended December 31, 2024 was as follows: Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2)(4) Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (3)(4) ($ In millions, except per share amounts, shares in thousands) October 1, 2024 - October 31, 2024 951 $ 180.35 944 $ 2,907 November 1, 2024 - November 30, 2024 443 $ 177.79 443 $ 2,828 December 1, 2024 - December 31, 2024 939 $ 163.06 939 $ 2,675 Total 2,333 $ 172.90 2,326 (1) Includes 6,454 shares of common stock repurchased from executives in order to satisfy tax withholding requirements.
(2) The average price paid per share includes any commissions paid to repurchase stock.
(3) On September 18, 2024, our board of directors approved an increase in our common stock repurchase program from $4.0 billion to $6.0 billion, excluding excise tax.
(4) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
Stock Performance Graph The following performance graph includes a comparison of our cumulative total stockholder return over a five-year period with the cumulative total returns of the Standard & Poor’s 500 Stock Index, or the S&P 500 Index, and the SPDR S&P Oil & Gas Exploration and Production ETF, or XOP Index.
The graph assumes an investment of $100 on December 31, 2019, and that all dividends were reinvested.
As of December 31, Calculated Values 2019 2020 2021 2022 2023 2024 Diamondback Energy, Inc. $100.00 $54.00 $122.81 $166.41 $199.06 $219.68 S&P 500 $100.00 $118.39 $152.34 $124.73 $157.48 $196.85 XOP $100.00 $63.69 $106.21 $154.35 $159.83 $158.18 ITEM 6. [RESERVED.] ITEM 7.
As of December 31, 2024, we have one reportable segment, the upstream segment.
See Note 1— Description of the Business and Basis of Presentation and Note 18— Segment Information in Item 8.
Financial Statements and Supplementary Data of this report for further discussion. 2024 Financial and Operating Highlights • We recorded net income of $3.3 billion. • Increased our annual base dividend to $4.00 per share of common stock in the fourth quarter of 2024, paid dividends to stockholders of $1.6 billion during 2024 and declared a base cash dividend payable in the first quarter of 2025 of $1.00 per share of common stock. • Increased our common stock repurchase program authorization to $6.0 billion, excluding excise taxes, and repurchased $959 million of our common stock, leaving approximately $2.7 billion available for future purchases under our common stock repurchase program at December 31, 2024. • Our cash operating costs were $11.09 per BOE, including lease operating expenses of $5.87 per BOE, cash general and administrative expenses of $0.68 per BOE and production and ad valorem taxes and gathering, processing and transportation expenses of $4.54 per BOE. • Issued the April 2024 Notes for an aggregate of $5.5 billion in proceeds and incurred $1.0 billion in initial borrowings under the Tranche A Loans (as defined below in “— Transactions and Recent Developments ”) to fund a portion of the cash consideration for the Endeavor Acquisition. • Our average production was 598,284 MBOE/d. • Drilled 372 gross horizontal wells (including 342 in the Midland Basin and 30 in the Delaware Basin). • Turned 410 gross operated horizontal wells (including 391 in the Midland Basin and 19 in the Delaware Basin) to production. • As of December 31, 2024, we had approximately 860,719 net acres, which primarily consisted of 737,181 net acres in the Midland Basin and 123,218 net acres in the Delaware Basin.
As of December 31, 2024, we had an estimated 9,188 gross horizontal locations that we believe to be economic at $50.00 per Bbl WTI.
In addition, our publicly traded subsidiary, Viper, owns mineral interests underlying approximately 987,861 gross acres and 35,671 net royalty acres in the Permian Basin.
We operate approximately 52% of these net royalty acres. • Incurred capital expenditures, excluding acquisitions, of $2.9 billion.
Transactions and Recent Developments 2025 Transactions Pending Double Eagle Acquisition On February 14, 2025, we entered into a definitive securities purchase agreement with Double Eagle to effect the pending Double Eagle Acquisition for consideration of $3.0 billion in cash and approximately 6.9 million shares of our common stock, subject to customary adjustments.
The pending Double Eagle Acquisition consists 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.
We intend to fund the cash portion of the pending Double Eagle Acquisition through a combination of cash on hand, borrowings under our credit facility or proceeds from term loans and senior notes offerings.
The pending Double Eagle Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approval.
Viper 2025 Equity Offering On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of its Class A common stock (the “Viper 2025 Equity Offering”), which included 3.70 million shares issued pursuant to an option to purchase additional shares of its Class A common stock granted to the underwriters at a price to the public of $44.50 per share.
Viper received total net proceeds for the Viper 2025 Equity Offering of approximately $1.2 billion after the underwriters’ discount and estimated transaction costs.
Pending 2025 Drop Down Transaction On January 30, 2025, EER LP and the Endeavor Subsidiaries, each of which is our subsidiary, entered into a definitive equity purchase agreement with Viper and Viper LLC to divest the Endeavor Subsidiaries to Viper in exchange for consideration consisting of (i) $1.0 billion in cash and (ii) the issuance of 69.63 million Viper LLC units and an equal number of shares of Viper’s Class B common stock (which securities are exchangeable for an equal number of Viper’s Class A common stock), in each case subject to customary closing adjustments, including for net title benefits.
The pending 2025 Drop Down is expected to close in the second quarter of 2025, subject to the approval by Viper’s stockholders, regulatory clearance and the satisfaction or waiver of other closing conditions.
Viper intends to fund the cash consideration for the pending 2025 Drop Down with the net proceeds from the Viper 2025 Equity Offering discussed above.
The mineral and royalty interests owned by the Endeavor Subsidiaries being divested in the pending 2025 Drop Down represent approximately 22,847 net royalty acres located primarily in the Permian Basin.
The Endeavor Subsidiaries being sold in the pending 2025 Drop Down were acquired by us in the recently completed Endeavor Acquisition.
See Note 17— Subsequent Events in Item 8.
Financial Statements and Supplementary Data of this report for further discussion of the pending Double Eagle Acquisition, the Viper 2025 Equity Offering and the pending 2025 Drop Down. 2024 Diamondback Acquisitions and Divestitures Endeavor Acquisition On September 10, 2024, we completed the Endeavor Acquisition for consideration consisting of $7.3 billion in cash, subject to certain customary post-closing adjustments, and approximately 117.27 million shares of our common stock.
The cash consideration for the Endeavor Acquisition was funded through a combination of cash on hand, the net proceeds of the Company’s $5.5 billion April 2024 Senior Notes offering and $1.0 billion in borrowings under the Tranche A Loans (as defined and discussed below).
See Note 5— Endeavor Energy Resources, LP Acquisition in Item 8.
Financial Statements and Supplementary Data of this report for further discussion of the Endeavor Acquisition.
TRP Energy, LLC Asset Exchange On December 20, 2024, we completed an exchange agreement with TRP Energy, LLC (“TRP”), in which we exchanged approximately 47,034 gross (35,673 net) acres located in the Delaware Basin and $325 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 (the “TRP Exchange”).
The TRP Exchange was valued at approximately $1.4 billion.
WTG Midstream Transaction On July 15, 2024, Remuda Midstream Holdings LLC, (the “WTG joint venture”) sold its WTG Midstream LLC subsidiary (the “WTG Midstream Transaction”), resulting in proceeds to us of 10.1 million common units of Energy Transfer LP and $190 million in cash, subject to customary closing adjustments.

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