SEC Form 8-K filed by Diamondback Energy Inc.

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

June 2, 2025

Date of Report (Date of Earliest Event Reported)

DIAMONDBACK ENERGY, INC.

(Exact name of registrant as specified in its charter)

500 West Texas Ave.

Suite 100

Midland, Texas 79701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (432) 221-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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).

Item 8.01 Other Events.

On June 2, 2025, Viper Energy, Inc. (“Viper”), a Delaware corporation and a subsidiary of Diamondback Energy, Inc. (“Diamondback”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sitio Royalties Corp., a Delaware corporation (“Sitio”), and certain other parties, pursuant to which Viper will acquire Sitio in an all-equity transaction valued at approximately $4.1 billion (including Sitio’s net debt of approximately $1.1 billion as of March 31, 2025). The closing of the transaction is subject to customary closing conditions.

On June 2, 2025, following the execution of the Merger Agreement, Diamondback and its subsidiaries, Diamondback E&P LLC and Endeavor Energy Resources, L.P. (collectively with Diamondback, the “Diamondback Stockholders”), who together hold a majority of the voting power of outstanding Viper common stock, delivered a written consent approving the Merger Agreement and the transactions contemplated thereby, which constitutes the requisite approval of the Viper stockholders under the Merger Agreement.

Concurrently with the execution and delivery of the Merger Agreement, the Diamondback Stockholders entered into a support agreement (the “Parent Support Agreement”), which provides, among other things, that the Diamondback Stockholders will not transfer or otherwise dispose of any Viper common stock (or, following the closing of the transaction, common stock of the parent entity that will combine the Viper and Sitio businesses) or units of Viper’s operating company held by them from the date of the Merger Agreement to 90 days following the closing of the transaction, subject to certain exceptions.

The foregoing description of the Parent Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of, the Parent Support Agreement, which was filed as Exhibit 10.4 on Viper’s Current Report on Form 8-K with the filing date of June 4, 2025.

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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.