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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): October 9, 2025
___________
DIAMONDBACK ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
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DE | 001-35700 | 45-4502447 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. 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:
☐ 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 Securities Exchange Act of 1934:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | 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 2.02. Results of Operations and Financial Condition.
Diamondback Energy, Inc. (“Diamondback”) presents in this Item 2.02 certain information for the quarter ended September 30, 2025 regarding its derivative activity, realized prices, and weighted average basic and diluted shares outstanding.
Realized Prices
Third quarter 2025 average unhedged realized prices were $64.60 per barrel of oil, $0.75 per Mcf of natural gas and $17.28 per barrel of natural gas liquids (“NGLs”).
Third quarter 2025 average realized hedged prices were $63.70 per barrel of oil, $1.75 per Mcf of natural gas and $17.28 per barrel of NGLs.
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| Average Prices: | | | | | | | | | |
| Oil ($ per Bbl) | $ | 64.60 | | | | | | | | | |
| Natural gas ($ per Mcf) | $ | 0.75 | | | | | | | | | |
| Natural gas liquids ($ per Bbl) | $ | 17.28 | | | | | | | | | |
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Oil, hedged ($ per Bbl)(1) | $ | 63.70 | | | | | | | | | |
Natural gas, hedged ($ per Mcf)(1) | $ | 1.75 | | | | | | | | | |
Natural gas liquids, hedged ($ per Bbl)(1) | $ | 17.28 | | | | | | | | | |
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(1)Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices and include gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting. Hedged prices exclude gains or losses resulting from the early settlement of commodity derivative contracts.
Derivative Activity
For the third quarter of 2025, Diamondback anticipates a net gain on cash settlements for derivative instruments of $60 million and a net non-cash gain on derivative instruments of $60 million as detailed in the table below (in millions):
| | | | | |
| Gain (loss) on derivative instruments, net: | |
| Commodity contracts | $ | 115 | |
| |
| 2026 WTI Contingent Liability | 2 | |
Treasury locks(1) | 3 | |
| Total | $ | 120 | |
| |
| Net cash received (paid) on settlements: | |
| Commodity contracts | $ | 72 | |
Interest rate swaps(2) | (15) | |
Treasury locks(1) | 3 | |
| Total | $ | 60 | |
(1)Gain on a 5 year treasury lock and two 10 year treasury locks executed prior to, and fully settled upon, pricing of Viper Energy Partners LLC's senior notes issued in July 2025.
(2)Includes a $15 million realized loss on the early termination of an aggregate $150 million of the previously outstanding $450 million notional amount of interest rate swaps. Diamondback plans to exclude the partial hedge termination from its third quarter return of capital calculation.
Weighted Average Basic and Diluted Shares Outstanding
For the third quarter of 2025, basic and diluted weighted average shares outstanding are as follows (in thousands):
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| Basic weighted average shares outstanding | 288,826 | |
| Diluted weighted average shares outstanding | 288,826 | |
Forward-Looking Statements
This news release contains “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 Diamondback’s: 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 its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger, the recently completed Double Eagle acquisition and the Sitio acquisition recently completed by Diamondback's subsidiary, Viper Energy, Inc. 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 news release, 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 Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.
Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; 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 Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of conflicts in the Middle East and other regions on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures on the cost of products or services used in our operations due to the imposition of tariffs or otherwise; higher interest rates and their impact on the cost of capital; 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; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 26, 2025, and those risks disclosed in its subsequent filings on Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.
In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its 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 it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.
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.
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| | | DIAMONDBACK ENERGY, INC. |
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| Date: | October 9, 2025 | | | |
| | | By: | /s/ Teresa L. Dick |
| | | Name: | Teresa L. Dick |
| | | Title: | Executive Vice President, Chief Accounting Officer and Assistant Secretary |