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Diamondback Energy, Inc. 8-K Report, Corporate Update (Apr 13, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed April 13, 2026
Period End
April 10, 2026
Security
FANG
In the record · 2016–202610-K1210-Q328-K174

FANG filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 174 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · May ’17May ’17
  2. Leadership change8-K · Feb ’19Feb ’19
  3. Material agreement8-K · Jun ’21Jun ’21
  4. Material agreement8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed April 13, 2026. Cited figures are marked; the original filing is the authoritative source.

On April 13, 2026, Diamondback Energy (FANG) reported the final results of its cash tender offers for any and all of its 4.400%a Senior Notes due 2051 and 4.250% Senior Notes due 2052.

The offers expired at 5:00 p.m. NYC time on April 10, 2026. Holders validly tendered $776.8 millionb of principal, or about 78% of the $991.7 million outstanding across both series.

Another $35.9 millionc was tendered under guaranteed delivery procedures, which must be completed by April 14, 2026. If those are also accepted, total tendered principal would reach about $812.7 million, roughly 82% of the outstanding notes. Settlement for the validly tendered notes was expected on April 13, 2026, and settlement for the guaranteed delivery notes on or about April 15, 2026.

The offers priced at a fixed spread of 80 bps over the 4.625% UST due November 2055, which had a reference yield of 4.921%. That implies yields of about 5.72% on both series. The consideration was $825.60d per $1,000 principal for the 2051 notes and $802.42 per $1,000 for the 2052 notes, plus accrued interest.

Based on these figures, the cash cost for validly tendered notes is roughly $630 million before accrued interest, and about $660 million if the guaranteed delivery tenders are also accepted. The filing does not state how Diamondback is funding the purchases. For investors, the transaction is a liability management action.

It retires a large share of higher-coupon, long-dated debt that was trading at a discount to par, and it reduces the company's outstanding long-dated notes. Holders who tender receive a cash price below par, so the economic effect depends on the funding source and on Diamondback's future leverage and interest expense, which this 8-K does not address. Investors should review the Offer to Purchase dated April 6, 2026, and the company's next periodic report for those details.

02—Key points

Key Highlights

  1. Validly tendered principal of $776.8 million ($282.9M of 2051 notes and $493.9M of 2052 notes), equal to about 78% of the $991.7M combined outstanding principal.
  2. An additional $35.9M of notes was tendered under guaranteed delivery procedures, with delivery due by April 14, 2026. If accepted, total tenders would reach about 82% of outstanding notes.
  3. Consideration was $825.60 per $1,000 for the 2051 notes and $802.42 per $1,000 for the 2052 notes, plus accrued interest, priced at a 4.921% Treasury reference yield plus 80 bps.
  4. Estimated cash cost is roughly $630M for validly tendered notes before accrued interest, rising to about $660M with guaranteed delivery tenders.
  5. Settlement for validly tendered notes was expected April 13, 2026, and for guaranteed delivery notes on or about April 15, 2026, assuming no extensions.
  6. The filing does not disclose the funding source for the repurchases or any resulting change in leverage or interest expense.
  7. Dealer managers were TD Securities, BofA Securities, Citigroup and Wells Fargo Securities, and D.F. King & Co. served as tender and information agent.

03—Questions

Frequently Asked Questions

  1. How much debt did Diamondback repurchase in the tender offers?

    Diamondback validly tendered $776.8 million of principal: $282.9 million of the 4.400% notes due 2051 and $493.9 million of the 4.250% notes due 2052. Another $35.9 million was tendered under guaranteed delivery procedures, with delivery due by April 14, 2026. The total would be about $812.7 million if those tenders are also accepted.

  2. What price did holders receive for their notes?

    Holders received $825.60 per $1,000 of principal for the 2051 notes and $802.42 per $1,000 for the 2052 notes, plus accrued and unpaid interest up to the settlement date. The prices were set at a 4.921% reference yield on the 4.625% UST due November 2055 plus an 80 bps fixed spread.

  3. When will the tendering holders be paid?

    Diamondback expected to pay for validly tendered notes on April 13, 2026, the settlement date, unless the offers were extended. Notes tendered under guaranteed delivery procedures were expected to settle on or about April 15, 2026, if the required delivery was made by 5:00 p.m. NYC time on April 14, 2026.

  4. How does this transaction affect investors?

    The transaction retires a large portion of long-dated notes that were tendered at a discount to par. Remaining holders keep their notes and their original terms. The filing does not say how the purchases were funded, so the net effect on Diamondback's leverage and interest costs cannot be determined from this 8-K alone.

  5. Where can investors find more details on the offers?

    The full terms are in the Offer to Purchase dated April 6, 2026, which the 8-K incorporates by reference. Questions can be directed to the dealer managers or to D.F. King & Co., Inc. at (888) 541-9895. The press releases make no recommendation on whether holders should tender.

04—Continue

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