Diamondback Energy Inc美股招股说明书(2026-03-10版)

Common Stock This prospectus supplement relates to the resale of up to an aggregate of 11,000,000 shares of commonstock of Diamondback Energy, Inc., a Delaware corporation, by the stockholder named in this prospectussupplement (the “selling stockholder”). We are not selling any shares of our common stock under thisprospectus supplement and we will not receive any of the proceeds from the sale of shares by the sellingstockholder. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol“FANG.” On March 9, 2026, the last reported sale price for our common stock was $182.86 per share. The selling stockholder has granted the underwriters an option to purchase up to an aggregateadditional 1,650,000 shares of common stock, solely to cover over-allotments, at the public offering price,less the underwriting discounts and commissions, within 30days from the date of this prospectussupplement (the “underwriters’ option”). We will not receive any of the proceeds from the sale of shares bythe selling stockholder pursuant to any exercise of the underwriters’ option. Our business and an investment in our common stock involve significant risks. These risks are describedunder the caption“Risk Factors”beginning on pageS-4of this prospectus supplement, as well as thosecontained in the accompanying prospectus and in the documents incorporated by reference herein. Per ShareTotal Underwriting discount(1) Proceeds, before expenses, to the selling stockholder (1)See “Underwriting” for a description of the compensation payable to the underwriters. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense. References to “underwriters” in this prospectus supplement refer to the underwriters named in the“Underwriting” section of this prospectus supplement. The underwriters expect to deliver the shares against payment on or about March, 2026. Evercore ISI J.P. Morgan TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-3RISK FACTORSS-4THE OFFERINGS-6USE OF PROCEEDSS-7SELLING STOCKHOLDERS-8MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-10UNDERWRITINGS-14WHERE YOU CAN FIND MORE INFORMATIONS-19INFORMATION INCORPORATED BY REFERENCES-20LEGAL MATTERSS-21EXPERTSS-21ProspectusPageAbout this ProspectusiiCautionary Note Concerning Forward-Looking StatementsiiiOur Company1Risk Factors2Use of Proceeds3Selling Stockholders4Description of Capital Stock7Plan of Distribution10Where You Can Find More Information14Incorporation of Information By Reference15Legal Matters16Experts16 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that was filed with the U.S. Securitiesand Exchange Commission (the “SEC”) using a “shelf” registration process and consists of two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering and alsosupplements and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The secondpart is the accompanying prospectus, which provides more general information, some of which may notapply to this offering. This prospectus supplement may add, update, or change information contained in theaccompanying prospectus. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. In addition, in this prospectus, as permitted by law, we “incorporate by reference”information from other documents that we file with the SEC. This means that we can disclose importantinformation to you by referring you to those documents. The information incorporated by reference isconsidered to be a part of this prospectus supplement and the accompanying prospectus and should be readwith the same care. When we update the information contained in documents that have been incorporated byreference by making future filings with the SEC, the information included or incorporated by reference inthis prospectus supplement is considered to be automatically updated and superseded. If the informationcontained in this prospectus supplement differs or varies from, or is inconsistent with, the informationcontained in the accompanying prospectus, or the information contained in any document incorporated byreference that was filed with the SEC before the date of this prospectus supplement, you should rely on theinformation set forth in this prospectus supplement. It is important for you to read and consider all information contained or incorporated by reference inthis prospectus supplement and the accompanying prospectus. You should read both this prospectussupplement and t