Diamondback Energy, Inc S-3ASR, filed Nov 21, 2025

Diamondback Energy, Inc. (FANG)

S-3ASR 2025-11-21

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Exact name of co-registrant as specified in its charter(1)			Co-Registrant State or other jurisdiction of incorporation or organization			I.R.S. Employer Identification Number
	Diamondback E&P LLC			Delaware			36-4728559

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	THE COMPANY					6
	THE SUBSIDIARY GUARANTORS					6
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF CAPITAL STOCK					9
	DESCRIPTION OF DEBT SECURITIES					12
	DESCRIPTION OF OTHER SECURITIES					27
	GLOBAL SECURITIES					28
	PLAN OF DISTRIBUTION					32
	LEGAL MATTERS					33
	EXPERTS					33

SEC registration fee	$	(1)
Rating agency fees		(2)
FINRA filing fee		(2)
Printing expenses		(2)
Legal fees and expenses		(2)
Accounting fees and expenses		(2)
Blue Sky, qualification fees and expenses		(2)
Transfer agent fees and expenses		(2)
Trustee fees and expenses		(2)
Warrant agent fees and expenses		(2)
Miscellaneous		(2)
Total		(2)

	Exhibit Number			Description
	1.1*			Form of Underwriting Agreement.
	3.1			Second Amended and Restated Certificate of Incorporation of Diamondback Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K, File No. 001-35700, filed by Diamondback Energy, Inc. with the SEC on June 14, 2023).
	3.2			Certificate of Amendment No. 1 to Second Amended and Restated Certificate of Incorporation of Diamondback Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K, File No. 001-35700, filed by Diamondback Energy, Inc. with the SEC on September 10, 2024).
	3.3			Sixth Amended and Restated Bylaws of the Company, adopted as of October 31, 2025 (incorporated by reference to Exhibit 3.3 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 5, 2025).
	4.1			Specimen certificate for shares of common stock, par value $0.01 per share, of Diamondback Energy, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registration Statement on Form S-1, filed by Diamondback Energy, Inc. with the SEC on August 20, 2012).
	4.2*			Form of Specimen Certificate Representing Preferred Stock.
	4.3			Indenture, dated as of December 5, 2019, between Diamondback Energy, Inc. and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 5, 2019).
	4.4			First Supplemental Indenture, dated as of December 5, 2019, among Diamondback Energy, Inc., Diamondback E&P LLC, as successor by merger to Diamondback O&G LLC, and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (including the forms of 3.250% Senior Notes due 2026 and 3.500% Senior Notes due 2029) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 5, 2019).
	4.5			Third Supplemental Indenture, dated as of March 24, 2021, among Diamondback Energy, Inc., Diamondback E&P LLC, as successor by merger to Diamondback O&G LLC, and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (including the forms of 3.125% Senior Notes due 2031 and 4.400% Senior Notes due 2051) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 24, 2021).
	4.6			Fourth Supplemental Indenture, dated as of June 30, 2021, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on August 5, 2021).
	4.7			Fifth Supplemental Indenture, dated as of March 17, 2022, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as trustee (including the form of 4.250% Senior Notes due 2052) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 17, 2022).
	4.8			Sixth Supplemental Indenture, dated as of October 28, 2022, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association (including the form of 6.250% Senior Notes due 2033) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on October 28, 2022).
	4.9			Indenture, dated as of October 16, 2019, among Viper Energy Partners LP, as issuer, Viper Energy Partners LLC, as guarantor, and Wells Fargo Bank, National Association, as trustee (including the form of 5.375% Senior Notes due 2027) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP (File 001-36505) filed on October 17, 2019).

	Exhibit Number			Description
	4.10			First Supplemental Indenture, dated as of November 13, 2023, among Viper Energy, Inc., as successor issuer to Viper Energy Partners LP, and Computershare Trust Company, National Association, as trustee, relating to 5.375% Senior Notes due 2027 (incorporated by reference to Exhibit 10.2 of Viper Energy, Inc.’s Current Report on Form 8-K (File 001-36505) filed on November 17, 2023).
	4.11			Indenture, dated as of October 19, 2023, among Viper Energy Partners LP, as issuer, Viper Energy Partners LLC, as guarantor and Computershare Trust Company National Association, as trustee (including the form of Viper Energy Partners LP’s 7.375% Senior Notes due 2031) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP, (File 001-36505), filed on October 25, 2023).
	4.12			First Supplemental Indenture, dated as of November 13, 2023, by and between Viper Energy, Inc., as the successor issuer to Viper Energy Partners LP, and Computershare Trust Company, National Association, as trustee, relating to 7.375% Senior Notes due 2031 (incorporated by reference to Exhibit 10.3 to Viper Energy, Inc.’s Current Report on Form 8-K (File 001-36505) filed on November 17, 2023).
	4.13			Subordinated Promissory Note, dated as of October 16, 2019, made by Viper Energy Partners LLC in favor of Viper Energy Partners LP (incorporated by reference to Exhibit 10.2 of Viper Energy Partners LP’s Current Report on Form 8-K (File 001-36505) filed on October 17, 2019).
	4.14			Subordinated Promissory Note, dated as of October 19, 2023, made by Viper Energy Partners LLC in favor of Viper Energy Partners LP (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of Viper Energy, Inc., as successor issuer to Viper Energy Partners LP (File 001-36505), filed on October 25, 2023).
	4.15			Form of Indenture, dated September 1, 1996, between Energen Corporation and The Bank of New York as trustee (incorporated by reference to Exhibit 4(i) to Energen Corporation’s Registration Statement on Form S-3 (Registration No. 333-11239), filed with the SEC on August 30, 1996).
	4.16			Amended and Restated Officers’ Certificate, dated as of February 27, 1998, between Energen Corporation and The Bank of New York as trustee, relating to the Medium-Term Notes, Series B, due 2028 (incorporated by reference to Exhibit 4(d)(iii) to the Form 10-K, File No. 001-7810, filed by Energen Corporation with the SEC on February 28, 2018).
	4.17			Indenture, dated as of March 1, 2012, between QEP Resources, Inc. and Wells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.1 to QEP Resources Inc.’s Current Report on Form 8-K, filed with the SEC on March 1, 2012).
	4.18			Officer’s Certificate, dated as of March 1, 2012 (including the form of the 5.375% Notes due 2022) (incorporated by reference to Exhibit 4.2 to QEP Resources, Inc.’s. Current Report on Form 8-K, filed with the SEC on March 1, 2012).
	4.19			Officer’s Certificate, dated as of September 12, 2012 (incorporated by reference to Exhibit 4.1 to QEP Resources, Inc.’s Current Report on Form 8-K, filed with the SEC on September 14, 2012).
	4.20			Officer’s Certificate, dated as of November 21, 2017 (including the form of the 5.625% Senior Notes due 2026) (incorporated by reference to Exhibit 4.2 to QEP Resources, Inc.’s Current Report on Form 8-K, filed with the SEC on November 21, 2017).
	4.21			First Supplemental Indenture, dated as of March 23, 2021, among QEP Resources, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 24, 2021).
	4.22			Indenture, dated as of December 13, 2022, between Diamondback Energy, Inc. and Computershare Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 13, 2022).

	Exhibit Number			Description
	4.23			First Supplemental Indenture, dated as of December 13, 2022, among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as trustee (including the form of 6.250% Senior Notes due 2053) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on December 13, 2022).
	4.24			Second Supplemental Indenture, dated as of April 18, 2024, by and among Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as Trustee (including forms of 5.200% Senior Notes due 2027, 5.150% Senior Notes due 2030, 5.400% Senior Notes due 2034, 5.750% Senior Notes due 2054 and 5.900% Senior Notes due 2064) (incorporated by reference to Exhibit 4.2 to the Form 8-K, File no. 001-35700, filed by the Company with the SEC on April 18, 2024).
	4.25			Third Supplemental Indenture, dated as of March 20, 2025, between Diamondback Energy, Inc., Diamondback E&P LLC and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on March 20, 2025).
	4.26			Stockholders Agreement, by and among the Company and the initial stockholders named therein, dated September 10, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on September 10, 2024).
	4.27			Indenture, dated as of July 23, 2025, between Viper Energy Partners LLC and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K (file No. 001-36505) filed by Former Viper on July 23, 2025).
	4.28			First Supplemental Indenture, dated as of July 23, 2025, by and among Viper Energy Partners LLC, Viper Energy, Inc. and Computershare Trust Company, National Association, as Trustee (including the form of the Notes) (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K (File No. 001-36505) filed by Viper Energy, Inc. on July 23, 2025).
	4.29			Second Supplemental Indenture, dated as of August 19, 2025, by and among Viper Energy Partners LLC, Viper Energy, Inc. and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.8 of the Current Report on Form 8-K (File No. 001-42807) filed by Viper Energy, Inc. on August 19, 2025).
	4.30			Form of Indenture between Diamondback Energy, Inc., any guarantors party thereto and Computershare Trust Company, National Association, as trustee (including form of Debt Security).
	4.31*			Form of Warrant.
	4.32*			Form of Warrant Agreement.
	5.1			Opinion of Latham & Watkins LLP.
	22.1			List of Issuers and Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on August 5, 2021).
	23.1			Consent of Latham & Watkins LLP (included in Exhibit 5.1).
	23.2			Consent of Grant Thornton LLP with respect to Diamondback Energy, Inc.’s audited financial statements.
	23.3			Consent of Grant Thornton LLP with respect to Endeavor Parent, LLC’s audited financial statements.
	23.4			Consent of Ryder Scott, L.P. with respect to the audit of Diamondback Energy, Inc.’s estimated reserves.
	23.5			Consent of Ryder Scott, L.P. with respect to the audit of Viper Energy, Inc.’s estimated reserves.
	23.6			Consent of Netherland, Sewell & Associates, Inc. with respect to the Endeavor Parent, LLC reserve report.
	24.1			Powers of Attorney (incorporated by reference to the signature page hereto).

	Exhibit Number			Description
	25.1			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Computershare Trust Company, N.A.
	107.1			Filing Fee Table.

SIGNATURE	TITLE	DATE
/s/ Kaes Van’t Hof Kaes Van’t Hof	Chief Executive Officer and Director (Principal Executive Officer)	November 21, 2025
/s/ Jere W. Thompson III Jere W. Thompson III	Chief Financial Officer, Executive Vice President (Principal Financial Officer)	November 21, 2025
/s/ Teresa L. Dick Teresa L. Dick	Chief Accounting Officer, Executive Vice President and Assistant Secretary (Principal Accounting Officer)	November 21, 2025
/s/ Travis D. Stice Travis D. Stice	Executive Chairman of the Board	November 21, 2025
/s/ Vincent K. Brooks Vincent K. Brooks	Director	November 21, 2025
/s/ Darin G. Holderness Darin G. Holderness	Director	November 21, 2025
/s/ Rebecca A. Klein Rebecca A. Klein	Director	November 21, 2025
/s/ Stephanie K. Mains Stephanie K. Mains	Director	November 21, 2025
/s/ Charles A. Meloy Charles A. Meloy	Director	November 21, 2025
/s/ Mark L. Plaumann Mark L. Plaumann	Director	November 21, 2025

	NAME			TITLE
	DIAMONDBACK ENERGY, INC.			Sole Member of Diamondback E&P LLC
	/s/ Kaes Van’t Hof Kaes Van’t Hof, Chief Executive Officer

Trust Indenture Act Section	Indenture Section
Section 310(a)(1)	609
(a)(2)	609
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	608
Section 311(a)	613
(b)	613
Section 312(a)	701
	702
(b)	702
(c)	702
Section 313(a)	703
(b)	703
(c)	106, 703
(d)	703
Section 314(a)	704
(a)(4)	101
(b)	Not Applicable
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	102
Section 315(a)	601
(b)	602
(c)	601
(d)	601
(e)	514
Section 316(a)	101
(a)(1)(A)	502
	512
(a)(1)(B)	513
(a)(2)	Not Applicable
(b)	508
(c)	104
Section 317(a)(1)	503
(a)(2)	504
(b)	1003
Section 318(a)	107

Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1

Section 101	Definitions	1
Section 102	Compliance Certificates and Opinions	9
Section 103	Form of Documents Delivered to Trustee	9
Section 104	Acts of Holders; Record Dates	10
Section 105	Notices, Etc., to Trustee, Company and Guarantors	12
Section 106	Notice to Holders; Waiver	13
Section 107	Trust Indenture Act Matters	13
Section 108	Effect of Headings and Table of Contents	13
Section 109	Successors and Assigns	13
Section 110	Separability Clause	14
Section 111	Benefits of Indenture	14
Section 112	Governing Law	14
Section 113	Legal Holidays	14
Section 114	No Adverse Interpretation of Other Agreements	14
Section 115	Certain Waivers and Limitations	15
Section 116	Language of Notices, Etc.	15
Section 117	Force Majeure	15
Section 118	Waiver of Jury Trial	15
Section 119	Counterparts and E-signatures	15
Section 120	U.S.A. PATRIOT Act	16

Article II SECURITY FORMS		16

Section 201	Forms Generally	16
Section 202	Form of Face of Security	17
Section 203	Form of Reverse of Security	19
Section 204	Form of Legend for Global Securities	23
Section 205	Form of Trustee’s Certificate of Authentication	23

Article III THE SECURITIES		24

Section 301	Amount Unlimited; Issuable in Series	24
Section 302	Denominations	28
Section 303	Execution, Authentication, Delivery and Dating	28
Section 304	Temporary Securities	30
Section 305	Registration, Registration of Transfer and Exchange	30
Section 306	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	33
Section 307	Payment of Interest; Interest Rights Preserved	33
Section 308	Persons Deemed Owners	35
Section 309	Cancellation	35
Section 310	Computation of Interest	35
Section 311	CUSIP Numbers	35

Article IV SATISFACTION AND DISCHARGE		36

Section 401	Satisfaction and Discharge of Indenture	36
Section 402	Application of Trust Money	37

Article V REMEDIES		37

Section 501	Events of Default	37
Section 502	Acceleration of Maturity; Rescission and Annulment	39
Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	39
Section 504	Trustee May File Proofs of Claim	40
Section 505	Trustee May Enforce Claims Without Possession of Securities	40
Section 506	Application of Money Collected	40
Section 507	Limitation on Suits	41
Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	41
Section 509	Restoration of Rights and Remedies	41
Section 510	Rights and Remedies Cumulative	42
Section 511	Delay or Omission Not Waiver	42
Section 512	Control by Holders	42
Section 513	Waiver of Past Defaults	42
Section 514	Undertaking for Costs	43
Section 515	Waiver of Usury, Stay or Extension Laws	43

Article VI THE TRUSTEE		43

Section 601	Certain Duties and Responsibilities	43
Section 602	Notice of Defaults	45
Section 603	Certain Rights of Trustee	45
Section 604	Not Responsible for Recitals or Issuance of Securities	47
Section 605	May Hold Securities	47
Section 606	Money Held in Trust	47
Section 607	Compensation and Reimbursement	47
Section 608	Conflicting Interests	48
Section 609	Corporate Trustee Required; Eligibility	48
Section 610	Resignation and Removal; Appointment of Successor	49
Section 611	Acceptance of Appointment by Successor	50
Section 612	Merger, Conversion, Consolidation or Succession to Business	51
Section 613	Preferential Collection of Claims Against Company	51
Section 614	Appointment of Authenticating Agent	52

Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		53

Section 701	Company to Furnish Trustee Names and Addresses of Holders	53
Section 702	Preservation of Information; Communications to Holders	53
Section 703	Reports by Trustee	54
Section 704	Reports by Company and Guarantors	54

Article VIII CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER OR LEASE		55

Section 801	Company May Consolidate, Etc., Only on Certain Terms	55
Section 802	Successor Substituted	55

Article IX AMENDMENT, SUPPLEMENTAL AND WAIVER		56

Section 901	Without Consent of Holders	56
Section 902	With Consent of Holders	57
Section 903	Limitations	58
Section 904	Effect of Supplemental Indentures	58
Section 905	Compliance with Trust Indenture Act	58
Section 906	Reference in Securities to Supplemental Indentures	59
Section 907	Revocation and Effect of Consents	59
Section 908	Notation on or Exchange of Securities	59
Section 909	Trustee to Sign Amendments	59

Article X COVENANTS		60

Section 1001	Payment of Principal, Premium and Interest	60
Section 1002	Maintenance of Office or Agency	60
Section 1003	Money for Securities Payments to Be Held in Trust	60
Section 1004	[Reserved]	61
Section 1005	[Reserved]	61
Section 1006	Waiver of Certain Covenants	62

Article XI REDEMPTION OF SECURITIES		62

Section 1101	Applicability of Article	62
Section 1102	Election to Redeem; Notice to Trustee	62
Section 1103	Selection by Trustee of Securities to Be Redeemed	62
Section 1104	Notice of Redemption	63
Section 1105	Deposit of Redemption Price	64
Section 1106	Securities Payable on Redemption Date	65
Section 1107	Securities Redeemed in Part	65
Section 1108	No Limit on Repurchases	65

Article XII SINKING FUNDS		66

Section 1201	Applicability of Article	66
Section 1202	Satisfaction of Sinking Fund Payments with Securities	66
Section 1203	Redemption of Securities for Sinking Fund	66

Article XIII DEFEASANCE AND COVENANT DEFEASANCE		67

Section 1301	Company’s Option to Effect Defeasance or Covenant Defeasance	67
Section 1302	Defeasance and Discharge	67

Section 1303	Covenant Defeasance	68
Section 1304	Conditions to Defeasance or Covenant Defeasance	68
Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	70
Section 1306	Reinstatement	70

Article XIV GUARANTEES		71

Section 1401	Guarantees	71

	DIAMONDBACK ENERGY, INC., a Delaware corporation

	By:
		Name:
		Title:

Year	Redemption Price for Redemption Through Operation of the Sinking Fund	Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund

	[_______________], a Trustee

	By:	[NAME OF AUTHENTICATING AGENT],  as Authenticating Agent

	By:
		Authorized Signatory

	DIAMONDBACK ENERGY, INC.

	By:
		Name:
		Title:

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

	By:
		Name:
		Title:

	811 Main Street, Suite 3700
	Houston, TX 77002
	Tel: +1.713.546.5400 Fax: +1.713.546.5401
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Chicago	Paris
November 21, 2025	Dubai	Riyadh
	Düsseldorf	San Diego
Diamondback Energy, Inc.	Frankfurt	San Francisco
500 West Texas Ave., Suite 100	Hamburg	Seoul
Midland, Texas 79701	Hong Kong	Silicon Valley
	Houston	Singapore
	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.


TBPELS REGISTERED ENGINEERING FIRM F-1580
1100 LOUISIANA SUITE 4600	HOUSTON, TEXAS 77002-5294	TELEPHONE (713) 651-9191

	/s/ RYDER SCOTT COMPANY, L.P.

	RYDER SCOTT COMPANY, L.P.
	TBPELS Firm Registration No. F-1580

SUITE 2800, 350 7TH AVENUE, S.W.	CALGARY, ALBERTA T2P 3N9	TEL (403) 262-2799
555 17TH STREET, SUITE 985	DENVER, COLORADO 80202	TEL (303) 339-8110

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	/s/ Eric J. Stevens
		Eric J. Stevens, P.E.
		President and Chief Operating Officer

National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)

150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)
Law Department Computershare Trust Company, National Association 150 Royall Street, Canton, MA 02021 (781) 575-2000 (Name, address and telephone number of agent for service)

Exact name of co-registrant as specified in its charter(1)	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
Diamondback E&P LLC	Delaware	36-4728559

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/Nancy Chouanard
		Name: Nancy Chounard Title: Vice President

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
	By:	/s/Nancy Chouanard
		Title: Vice President

November 21, 2025

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		705
Interest-bearing balances		399,156
Securities:
Held-to-maturity securities		-0-
Available-for-sale securities		-0-
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		-0-
Securities purchased under agreements to resell		-0-
Loans and lease financing receivables:
Loans and leases held for sale		-0-
Loans and leases, net of unearned income		-0-
LESS: Allowance for loan and lease losses		-0-
Loans and leases, net of unearned income and allowance		-0-
Trading assets		-0-
Premises and fixed assets (including capitalized leases)		5,362
Other real estate owned		-0-
Investments in unconsolidated subsidiaries and associated companies		-0-
Direct and indirect investments in real estate ventures		-0-
Intangible assets:
Goodwill		134,206
Other intangible assets		412,143
Other assets		150,149
Total assets		1,101,721

LIABILITIES
Deposits:
In domestic offices		-0-
Noninterest-bearing		-0-
Interest-bearing		-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		-0-
Securities sold under agreements to repurchase		-0-
Trading liabilities		-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		-0-
Not applicable
Not applicable
Subordinated notes and debentures		-0-
Other liabilities		150,437
Total liabilities		150,437

EQUITY CAPITAL
Perpetual preferred stock and related surplus		-0-
Common stock		500
Surplus (exclude all surplus related to preferred stock)		850,876
Retained earnings		99,908
Accumulated other comprehensive income		-0-
Other equity capital components		-0-
Total bank equity capital		951,284
Noncontrolling (minority) interests in consolidated subsidiaries		-0-
Total equity capital		951,284
Total liabilities and equity capital		1,101,721