FANG 8-K
Diamondback Energy, Inc. (FANG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
Diamondback Energy, Inc. (“Diamondback”) has entered into a letter agreement with SGF FANG Holdings, LP (“SGF”), dated November 28, 2025, which provides SGF with the right, but not the obligation, to sell up to 3,000,000 shares of Diamondback common stock to Diamondback per calendar quarter through December 31, 2026 at the most recent NASDAQ closing price prior to any such transaction, subject to certain terms and conditions set forth in the letter agreement. Pursuant to the letter agreement, on November 28, 2025, Diamondback agreed to repurchase 2,000,000 shares of its common stock held by SGF at the most recent NASDAQ closing price of $152.59 per share. Repurchases under the letter agreement are pursuant to Diamondback’s existing share repurchase program, and have been approved by the audit committee of Diamondback’s Board of Directors. Including the 2,000,000 shares currently being repurchased from SGF, as of the filing of this Current Report on Form 8-K, Diamondback has repurchased a total of 2,886,280 shares since September 30, 2025 for a total cost of $432 million, leaving approximately $2.7 billion available under its $8 billion share repurchase authorization, in each case excluding excise tax. The letter agreement does not affect SGF’s ability to dispose of its Diamondback shares through other means, including registered offerings and open market sales, to the extent permitted under its stockholder agreement with Diamondback.
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.
| DIAMONDBACK ENERGY, INC. | |||
| Date: | December 1, 2025 | ||
| By: | /s/ Teresa L. Dick | ||
| Name: | Teresa L. Dick | ||
| Title: | Executive Vice President, Chief Accounting Officer and Assistant Secretary | ||