Diamondback Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| 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
*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 | |