Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
7 Table of Contents Oil and Natural Gas Production and Price History The following tables set forth information regarding our net production of oil, natural gas and natural gas liquids by basin for the fields containing 15% or more, along with other production from fields containing less than 15%, of our total proved reserves: Midland Basin Delaware Basin Other Total Production Data: Year Ended December 31, 2025 Oil (MBbls) 167,183 13,839 440 181,462 Natural gas (MMcf) 405,840 38,748 3,267 447,855 Natural gas liquids (MBbls) 74,512 5,395 166 80,073 Total (MBOE) 309,335 25,692 1,151 336,178 Year Ended December 31, 2024 Oil (MBbls) 104,875 18,325 125 123,325 Natural gas (MMcf) 222,574 52,349 757 275,680 Natural gas liquids (MBbls) 41,559 8,084 57 49,700 Total (MBOE) 183,530 35,134 308 218,972 Year Ended December 31, 2023 Oil (MBbls) 75,859 20,246 71 96,176 Natural gas (MMcf) 140,721 57,129 267 198,117 Natural gas liquids (MBbls) 25,899 8,296 22 34,217 Total (MBOE) 125,212 38,064 138 163,413 The following table sets forth certain price and cost information for each of the periods indicated: Year Ended December 31, 2025 2024 2023 Average Prices: Oil ($ per Bbl) $ 64.04 $ 73.52 $ 75.68 Natural gas ($ per Mcf) $ 0.89 $ 0.32 $ 1.32 Natural gas liquids ($ per Bbl) $ 17.88 $ 18.99 $ 20.08 Combined ($ per BOE) $ 40.02 $ 46.12 $ 50.35 Oil, hedged ($ per Bbl)(1) $ 63.14 $ 72.68 $ 74.72 Natural gas, hedged ($ per Mcf)(1) $ 1.84 $ 0.91 $ 1.48 Natural gas liquids, hedged ($ per Bbl)(1) $ 17.88 $ 18.99 $ 20.08 Average price, hedged ($ per BOE)(1) $ 40.79 $ 46.38 $ 49.98 Average Costs ($/BOE): Lease operating expenses $ 5.55 $ 5.87 $ 5.34 Production and ad valorem taxes 2.53 2.91 3.21 Gathering, processing and transportation expense 1.53 1.63 1.76 General and administrative - cash component 0.62 0.68 0.59 Total operating expense - cash $ 10.23 $ 11.09 $ 10.90 General and administrative - non-cash component $ 0.24 $ 0.30 $ 0.33 Depreciation, depletion, amortization and accretion $ 14.99 $ 13.02 $ 10.68 Interest expense, net $ 0.73 $ 0.62 $ 0.97 Production Costs(2) $ 7.08 $ 7.50 $ 7.10 (1)Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices and include gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting.
Oil and Natural Gas Production and Price History; 2023–2025 production, prices and unit costs · Dépôt 25/02/2026
As of June 30, 2026, we had approximately 902,005 net acres in the Permian Basin, which included approximately 808,401 net acres in the Midland Basin and 93,604 net acres in the Delaware Basin.
MD&A; Upstream Operations; acreage as of June 30, 2026 · Dépôt 05/08/2026
Our proved reserves will generally decline as reserves are depleted, except to the extent that we conduct successful exploration or development activities or acquire properties containing proved reserves, or both.
Risk factors; depletion and reserve replacement · Dépôt 26/02/2025
The unfavorable differentials were primarily driven by regional natural gas takeaway constraints in the Permian Basin, which resulted in periods of negative pricing at Waha Hub.
MD&A; realized regional takeaway constraints and negative Waha pricing · Dépôt 05/08/2026
32 Table of Contents Comparison of the Six Months Ended June 30, 2026, and 2025 The following table sets forth selected operating data for the periods indicated: Six Months Ended June 30, 2026 2025 Revenues (In millions): Oil sales $ 8,072 $ 5,891 Natural gas sales (255) 309 Natural gas liquid sales 794 773 Total oil, natural gas and natural gas liquid revenues $ 8,611 $ 6,973 Production Data: Oil (MBbls) 94,680 87,943 Natural gas (MMcf) 246,681 210,697 Natural gas liquids (MBbls) 44,955 37,209 Combined volumes (MBOE)(1) 180,749 160,268 Daily oil volumes (BO/d) 523,094 485,873 Daily combined volumes (BOE/d) 998,613 885,459 Average Prices: Oil ($ per Bbl) $ 85.26 $ 66.99 Natural gas ($ per Mcf) $ (1.03) $ 1.47 Natural gas liquids ($ per Bbl) $ 17.66 $ 20.77 Combined ($ per BOE) $ 47.64 $ 43.51 Oil, hedged ($ per Bbl)(2) $ 83.53 $ 66.10 Natural gas, hedged ($ per Mcf)(2) $ 0.73 $ 2.35 Natural gas liquids, hedged ($ per Bbl)(2) $ 17.66 $ 20.77 Average price, hedged ($ per BOE)(2) $ 49.15 $ 44.19 (1)Bbl equivalents are calculated using a conversion rate of six Mcf per Bbl.
MD&A; six months ended June 30, 2026 versus 2025; production and realized prices · Dépôt 05/08/2026
The Company expects the impact of these constraints to be reduced later in 2026 as its secured takeaway capacity is meaningfully increased through the execution of new contracts and expanded infrastructure build out in the region.
MD&A; management expectation for additional takeaway capacity later in 2026 · Dépôt 05/08/2026
Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production.
Commodity Price Risk; worldwide crude oil and spot natural gas price determinants · Dépôt 25/02/2026
Oil Sales and Transportation. Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices.
Regulation; Oil Sales and Transportation; negotiated sales prices · Dépôt 25/02/2026
and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In millions, except per share amounts, shares in thousands) Revenues: Oil sales $ 4,627 $ 2,852 $ 8,072 $ 5,891 Natural gas sales (276) 97 (255) 309 Natural gas liquid sales 435 367 794 773 Sales of purchased oil 739 335 1,124 709 Other operating income 37 27 67 44 Total revenues 5,562 3,678 9,802 7,726 Costs and expenses: Lease operating expenses 552 440 1,099 848 Production and ad valorem taxes 302 214 570 442 Gathering, processing and transportation 113 145 233 256 Purchased oil expense 730 331 1,123 713 Depreciation, depletion, amortization and accretion 1,272 1,266 2,565 2,363 Impairment of oil and natural gas properties — — 1,400 — General and administrative expenses 72 67 151 140 Other operating expenses, net 9 76 33 152 Total costs and expenses 3,050 2,539 7,174 4,914 Income (loss) from operations 2,512 1,139 2,628 2,812 Other income (expense): Interest expense, net (56) (56) (119) (96) Other income (expense), net (4) 2 3 37 Gain (loss) on derivative instruments, net 49 (197) 166 29 Gain (loss) on extinguishment of debt, net 134 55 133 55 Total other income (expense), net 123 (196) 183 25 Income (loss) before income taxes 2,635 943 2,811 2,837 Provision for (benefit from) income taxes 580 204 612 607 Net income (loss) 2,055 739 2,199 2,230 Net income (loss) attributable to non-controlling interest 173 40 292 126 Net income (loss) attributable to Diamondback Energy, Inc.
Condensed Consolidated Statements of Operations; first-half 2026 results and impairment · Dépôt 05/08/2026
$ 1,664 $ 3,338 $ 3,143 $ 4,386 $ 2,182 Net income (loss) attributable to non-controlling interest (117 ) 363 193 176 94 Net income (loss) 1,547 3,701 3,336 4,562 2,276 Non-cash (gain) loss on derivative instruments, net (160 ) (188 ) 149 (264 ) (377 ) Interest expense, net 244 135 159 154 199 Depreciation, depletion, amortization and accretion 5,038 2,850 1,746 1,344 1,275 Depreciation and interest expense related to equity method investments 84 91 70 63 43 (Gain) loss on extinguishment of debt (56 ) (2 ) 4 99 75 Impairment of oil and natural gas properties 3,652 — — — — Non-cash equity-based compensation expense 114 95 80 76 71 Capitalized equity-based compensation expense (33 ) (30 ) (26 ) (21 ) (20 ) Other non-cash transactions (476 ) 241 (41 ) 25 65 Provision for (benefit from) income taxes 327 800 912 1,174 631 Consolidated Adjusted EBITDA $ 10,281 $ 7,693 $ 6,389 $ 7,212 $ 4,238 Consolidated Adjusted EBITDA $ 10,281 $ 7,693 $ 6,389 $ 7,212 $ 4,238 Depreciation, depletion, amortization and accretion (5,038 ) (2,850 ) (1,746 ) (1,344 ) (1,275 ) Adjusted EBIT $ 5,243 $ 4,843 $ 4,643 $ 5,868 $ 2,963 Adjustment for effect of Endeavor Merger — (608 ) — — — Further Adjusted EBIT $ 5,243 $ 4,235 $ 4,643 $ 5,868 $ 2,963 Total Assets $ 71,059 $ 67,292 $ 29,001 $ 26,209 $ 22,898 Current Liabilities $ (4,600 ) $ (4,811 ) $ (2,108 ) $ (1,716 ) $ (1,438 ) Capital Employed $ 66,459 $ 62,481 $ 26,893 $ 24,493 $ 21,460 Average Capital Employed $ 64,470 $ 44,687 $ 25,693 $ 22,977 $ 18,922 Adjustment for effect of Endeavor Merger — (17,240 ) — — — Further Adjusted Average Capital Employed $ 64,470 $ 27,447 $ 25,693 $ 22,977 $ 18,922 ROACE 8.1 % 10.8 % 18.1 % 25.5 % 15.7 % Adjusted ROACE 8.1 % 15.4 % 18.1 % 25.5 % 15.7 % DIAMONDBACK ENERGY, INC.
Schedule A; 2021–2025 earnings, impairments and ROACE reconciliation · Dépôt 09/04/2026
DIAMONDBACK ENERGY, INC. • 2026 PROXY STATEMENT 9 Back to Contents 2025 and Q1 2026 Performance Highlights Financial and Operational Highlights • Maintained investment grade credit ratings from all three major ratings agencies • Generated $8.8 billion in net cash provided by operating activities and $5.5 billion Free Cash Flow(1) • Returned a total of $4.05 per share in dividends • Repurchased over 13.84 million shares of Diamondback’s common stock for approximately $2.0 billion • Returned $3.2 billion, or approximately 54% of Adjusted Free Cash Flow(1), to stockholders through our base dividend and stock buyback program • Increased our annual base dividend for the fourth quarter of 2025 to $4.20 per share, representing a 5% increase over year end 2024 Strategic Transactions • Completed the previously announced 2025 Drop Down, consisting of a divestment by our wholly owned subsidiary Endeavor Energy Resources, LP of all of the issued and outstanding equity interests in 1979 Royalties, LP and 1979 Royalties GP, LLC to Viper Energy, Inc.
Proxy summary; reported cash generation, dividends and repurchases · Dépôt 09/04/2026
On April 22, 2026, the Company paid in full the remaining $550 million outstanding principal and terminated the 2025 Term Loan.
Note 8; actual repayment and termination of the 2025 Term Loan · Dépôt 05/08/2026
In April 2026, the Company completed a tender offer to repurchase an aggregate principal amount of $777 million of its senior notes, which consisted of $283 million of the 4.400% Senior Notes due 2051 and $494 million of the 4.250% Senior Notes due 2052 for total cash consideration, including accrued interest, of approximately $632 million, at an average of 81.1% of par value.
Note 8; April 2026 senior note tender completed below par · Dépôt 05/08/2026
Closed the acquisition of certain subsidiaries of Double Eagle IV Midco, LLC in exchange for approximately 6.84 million shares of Company common stock and $3.1 billion of cash, which added approximately 40,000 net acres in the core of the Midland Basin and 407 estimated gross horizontal locations to the Company’s portfolio
Performance highlights; completed Double Eagle acquisition consideration and acquired assets · Dépôt 09/04/2026
At December 31, 2025, our other significant contractual obligations consist primarily of (i) minimum transportation commitments totaling $3.0 billion, (ii) electrical power purchase commitments totaling $495 million, (iii) asset retirement obligations totaling $542 million, (iv) electric fracturing fleet and related power generation services commitments totaling $124 million, (v) compressor rental commitments totaling $90 million, and (vi) minimum purchase commitments for quantities of sand used in our drilling operations totaling $56 million.
Liquidity and capital resources; actual contractual commitments at December 31, 2025 · Dépôt 25/02/2026
In March 2025, eligible employees received performance restricted stock unit awards totaling 171,638 units from which a minimum of 0% and a maximum of 200% of the units could be awarded based upon the measurement of TSR of the Company’s common stock as compared to a designated peer group during the three-year performance period of January 1, 2025 to December 31, 2027, and cliff vest at December 31, 2027, subject to continued employment.
Note 10; granted March 2025 performance units and three-year TSR conditions · Dépôt 25/02/2026
We require substantial stock ownership for our non-employee directors and executive officers and they must maintain their applicable stock ownership levels for as long as they serve on our board or are executive officers.
Executive compensation practices; stock ownership and maintenance requirements · Dépôt 09/04/2026
• 2026 PROXY STATEMENT 30 Back to Contents • Our board of directors and the nominating and corporate governance committee approved enhancements to the nominating committee charter and director nomination process that focused on increasing the size of the board and number of independent directors, with a supermajority of the board currently being independent; • Our board of directors created the safety, sustainability and corporate responsibility committee focused on sound strategy and best policies and practices regarding environmental, safety, human capital and social responsibility matters; • Our board of directors adopted and annually evaluates Corporate Governance Guidelines as an additional step to reinforce our commitment to prudent corporate governance practices and policies; • The compensation committee eliminated single-trigger change of control provisions in all Company equity awards granted since the beginning of 2018; • The compensation committee enhanced the disclosure of targets and goals for performance-based awards, the discussion of equity award process for our named executive officers and the underlying rationale for such awards; • The compensation committee added return on average capital employed and environmental and safety goals among metrics for determining cash performance awards beginning in 2020 and maintained the weighting attributable to the environmental and safety component of our annual incentive metrics at 25% for 2025; • Our board of directors implemented and maintains rigorous stock ownership and retention guidelines for our executive officers and non-employee directors; • Our board of directors adopted a comprehensive executive incentive compensation clawback policy compliant with Nasdaq listing standards and implementing Rule 10D-1 of the Exchange Act; • Our Lead Independent Director participated in an investor outreach call with one of our large stockholders; • Our board of directors adopted a Human Rights Policy; and • Our safety, sustainability and corporate responsibility committee adopted a Policy Governing Corporate Political Contributions.
Stockholder engagement; implemented governance, compensation and clawback policies · Dépôt 09/04/2026
Upon a qualifying retirement, a participant will be entitled to: •full accelerated vesting of all outstanding and unvested restricted stock units held by the participant that were granted on or after the effective date of the Executive Retirement Policy; •continued eligibility to vest in all outstanding performance stock units held by the participant, based on actual achievement of applicable performance goals, for up to 12 months following the participant’s retirement date (or 24 months for participants with at least 15 years of employment); •a prorated target annual bonus for the year in which the retirement date occurs; and •a lump-sum cash payment equal to the participant’s monthly COBRA premium multiplied by the lesser of 18 and the number of months (including full and partial months) between the participant’s retirement date and the date on which the participant attains age 65.
Other Information; benefits under the Executive Retirement Policy effective August 1, 2026 · Dépôt 05/08/2026
In response to feedback obtained during our stockholder outreach efforts, the following past actions, some of which have already been independently considered for implementation by our board of directors or committees, were undertaken: • Our board of directors amended our bylaws to provide our stockholders with proxy access; • Our board of directors also amended our bylaws to provide for the majority vote requirement to elect directors to our board, which replaced the prior plurality voting standard applicable to our director election; • Amended our charter to eliminate the 66 2/3% supermajority vote requirements; • Amended our governing documents to provide stockholders with the right to call a special meeting; DIAMONDBACK ENERGY, INC.
Stockholder engagement; adopted proxy access, majority voting and stockholder rights · Dépôt 09/04/2026
In 2025, each director attended at least 90% of the meetings of the board of directors and the meetings of the committees on which he or she served.
Board meetings; actual 2025 director attendance · Dépôt 09/04/2026
During the six months ended June 30, 2026, the Company repurchased approximately $689 million, which included approximately $509 million for the repurchases from SGF, in each case, excluding excise tax.
Note 9; actual first-half 2026 repurchases, including purchases from SGF · Dépôt 05/08/2026
The following table sets forth the total number of operated horizontal wells drilled and completed during the periods indicated: Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Drilled Completed(1) Drilled Completed(2) Area: Gross Net Gross Net Gross Net Gross Net Midland Basin 97 89 168 157 215 200 315 294 Total 97 89 168 157 215 200 315 294 (1)The average lateral length for the wells completed during the second quarter of 2026 was 11,983 feet.
MD&A; actual operated wells drilled and completed in first-half 2026 · Dépôt 05/08/2026
After the removal of Marathon Oil Corporation, Continental Resources, Inc., Hess Corporation and Pioneer Natural Resources Company, and the addition of ConocoPhillips, Occidental Petroleum Corp and Permian Resources Corporation, the 2022 peer group, 2023 peer group, 2024 peer group and 2025 peer group are made up of the same companies.
Compensation disclosures; changes to designated peer groups · Dépôt 09/04/2026
32 Table of Contents Comparison of the Six Months Ended June 30, 2026, and 2025 The following table sets forth selected operating data for the periods indicated: Six Months Ended June 30, 2026 2025 Revenues (In millions): Oil sales $ 8,072 $ 5,891 Natural gas sales (255) 309 Natural gas liquid sales 794 773 Total oil, natural gas and natural gas liquid revenues $ 8,611 $ 6,973 Production Data: Oil (MBbls) 94,680 87,943 Natural gas (MMcf) 246,681 210,697 Natural gas liquids (MBbls) 44,955 37,209 Combined volumes (MBOE)(1) 180,749 160,268 Daily oil volumes (BO/d) 523,094 485,873 Daily combined volumes (BOE/d) 998,613 885,459 Average Prices: Oil ($ per Bbl) $ 85.26 $ 66.99 Natural gas ($ per Mcf) $ (1.03) $ 1.47 Natural gas liquids ($ per Bbl) $ 17.66 $ 20.77 Combined ($ per BOE) $ 47.64 $ 43.51 Oil, hedged ($ per Bbl)(2) $ 83.53 $ 66.10 Natural gas, hedged ($ per Mcf)(2) $ 0.73 $ 2.35 Natural gas liquids, hedged ($ per Bbl)(2) $ 17.66 $ 20.77 Average price, hedged ($ per BOE)(2) $ 49.15 $ 44.19 (1)Bbl equivalents are calculated using a conversion rate of six Mcf per Bbl.
Page 32, Results of Operations—Comparison of the Six Months Ended June 30, 2026, and 2025 · Dépôt 05/08/2026
32 Table of Contents Comparison of the Six Months Ended June 30, 2026, and 2025 The following table sets forth selected operating data for the periods indicated: Six Months Ended June 30, 2026 2025 Revenues (In millions): Oil sales $ 8,072 $ 5,891 Natural gas sales (255) 309 Natural gas liquid sales 794 773 Total oil, natural gas and natural gas liquid revenues $ 8,611 $ 6,973 Production Data: Oil (MBbls) 94,680 87,943 Natural gas (MMcf) 246,681 210,697 Natural gas liquids (MBbls) 44,955 37,209 Combined volumes (MBOE)(1) 180,749 160,268 Daily oil volumes (BO/d) 523,094 485,873 Daily combined volumes (BOE/d) 998,613 885,459 Average Prices: Oil ($ per Bbl) $ 85.26 $ 66.99 Natural gas ($ per Mcf) $ (1.03) $ 1.47 Natural gas liquids ($ per Bbl) $ 17.66 $ 20.77 Combined ($ per BOE) $ 47.64 $ 43.51 Oil, hedged ($ per Bbl)(2) $ 83.53 $ 66.10 Natural gas, hedged ($ per Mcf)(2) $ 0.73 $ 2.35 Natural gas liquids, hedged ($ per Bbl)(2) $ 17.66 $ 20.77 Average price, hedged ($ per BOE)(2) $ 49.15 $ 44.19 (1)Bbl equivalents are calculated using a conversion rate of six Mcf per Bbl.
Page 32, Results of Operations, six months ended June 30, 2026 and 2025 operating data · Dépôt 05/08/2026
