Diamondback Energy, Inc., a Delaware Corporation (the “Company,” “Issuer,” “our,” “we,” or “us”) is offering $    aggregate principal amount of its   % senior notes due    (the “    notes”), $    aggregate principal amount of its   % senior notes due    (the “   notes”), $  aggregate principal amount of its   % senior notes due    (the “   notes”), $    aggregate principal amount of its   % senior notes due    (the “   notes”) and $    aggregate principal amount of its   % senior notes due    (the “   notes,” and together with the    notes,    notes,    notes and    notes, each a “series of notes” and collectively, the “notes”).

The    notes will bear interest at a rate of   % per year and will mature on     . The    notes will bear interest at a rate of   % per year and will mature on   .    The    notes will bear interest at a rate of   % per year and will mature on   . The    notes will bear interest at a rate of   % per year and will mature on   . The    notes will bear interest at a rate of   % per year and will mature on   .

Interest on the    notes will accrue from   , 2024, and will be payable in cash semi-annually on    and    of each year, beginning   , 2024, and interest on each other series of notes will accrue from   , 2024, and will be payable in cash semi-annually on    and    of each year, beginning    , 2024. The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

This offering is not conditioned upon, and will be consummated before, the closing of the Endeavor merger (as defined herein). If (x) the consummation of the Endeavor merger does not occur on or before the later of (i) the date that is five (5) business days after August 11, 2025 and (ii) the date that is five (5) business days after any later date to which Endeavor and we may agree to extend the “Outside Date” in the Endeavor merger agreement (as defined herein) or (y) we notify the Trustee (as defined herein) that we will not pursue the consummation of the Endeavor merger, we will be required to redeem the   notes,   notes,   notes and   notes (collectively, the “mandatorily redeemable notes”) at a redemption price equal to 101% of the aggregate principal amount of the mandatorily redeemable notes, plus accrued and unpaid interest, if any, to, but excluding the special mandatory redemption date (as defined herein). The   notes are not subject to the special mandatory redemption. See “Description of Notes—Special Mandatory Redemption.”

At our option, we may redeem all or a part of the notes of any series at any time at the redemption prices described under “Description of Notes—Optional Redemption.”

Each series of notes will be guaranteed by Diamondback E&P LLC (such entity during the period (and only during such period) that the subsidiary guarantee is in effect as to such series of notes, with respect to such series, the “Subsidiary Guarantor” and the Subsidiary Guarantor’s guarantee of each series of notes, a “subsidiary guarantee”), and such subsidiary guarantees will be “full and unconditional,” as that term is used in Regulation S-X, Rule 3-10(b)(3). In the future, the subsidiary guarantees may be released or terminated under certain circumstances. See “Description of Notes—Subsidiary Guarantees.”

The notes and the subsidiary guarantees will be our and the Subsidiary Guarantor’s respective senior unsecured obligations and will rank equally in right of payment with all of our and the Subsidiary Guarantor’s respective existing and future senior indebtedness, including our outstanding senior notes and the Subsidiary Guarantor’s guarantees thereof and all of the Subsidiary Guarantor’s obligations under its revolving credit

The notes and the subsidiary guarantees will be effectively subordinated to any of our and the Subsidiary Guarantor’s existing and future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness, and will be structurally subordinated to all of the existing and future indebtedness and other liabilities (including trade payables) of each of our subsidiaries that is not a guarantor of the notes.

Investing in the notes involves risks. You should read this prospectus supplement and the accompanying prospectus carefully before you invest in the notes. See “Risk Factors” on page S-11 for a discussion of certain risks that you should consider in connection with an investment in the notes.

The notes will be a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange.

It is expected that delivery of the notes will be made against payment therefor on or about   , 2024, which will be the   th business day following the date of pricing of the notes (such settlement cycle being referred to as “T+   ”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before the settlement date will be required to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the date of delivery should consult their own advisors. It is expected that delivery of the notes will be made in book entry form, through The Depository Trust Company, or “DTC,” for the account of its participants, including Clearstream Banking, société anonyme and Euroclear Bank SA/NV.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

In making your investment decision, you should rely only on the information included or incorporated by reference in this prospectus supplement or to which this prospectus supplement refers or that is contained in any free writing prospectus relating to the notes. Neither we nor the underwriters have authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer of these notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information provided by this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein is accurate as of any date other than the respective dates of such documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission, or the “SEC,” utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering and certain other matters. The second part, the accompanying prospectus dated November 21, 2022, provides more general information about the debt securities that we may offer from time to time, some of which information may not apply to the notes we are offering hereby. Generally when we refer to this “prospectus,” we are referring to both this prospectus supplement and the accompanying prospectus combined. We urge you to read carefully this prospectus supplement, the accompanying prospectus, the information incorporated by reference herein and therein, and any free writing prospectus that we authorize to be distributed to you before buying any of the notes being offered under this prospectus supplement.

This prospectus supplement may supplement, update or change information contained in the accompanying prospectus. To the extent that any statement that we make or other information in this prospectus supplement is inconsistent with statements made or other information in the accompanying prospectus or any documents incorporated by reference therein, the statements made or other information in this prospectus supplement will be deemed to modify or supersede those made or contained in the accompanying prospectus and such documents incorporated by reference therein.

Before you invest in the notes, you should carefully read the registration statement described in the accompanying prospectus (including the exhibits thereto) of which this prospectus supplement and the accompanying prospectus form a part, as well as this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein. The documents incorporated by reference into this prospectus supplement are described under “Information Incorporated by Reference” in this prospectus supplement.

Certain information in this prospectus supplement constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding our: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and our ability to replace or increase reserves; anticipated timing, objectives and benefits of the Endeavor merger and other strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this prospectus supplement or documents incorporated by reference therein, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to us are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although we believe that the expectations and assumptions reflected in our forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, forward-looking statements are not guarantees of future performance and our actual outcomes could differ materially from what we have expressed in our forward-looking statements. Factors that could cause our actual results to differ materially from these forward-looking statements may include, without limitation:

The foregoing list of factors should not be construed as exhaustive. We can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this prospectus supplement are current as of the date of this prospectus supplement only. We undertake no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

An investment in the notes involves a high degree of risk. You should carefully consider the following risks, as well as the risks described in our most recent Annual Report on Form 10-K and other filings we make with the SEC incorporated by reference into this prospectus supplement and the accompanying prospectus, and all of the other information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus, before deciding to invest in the notes. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The risks described below and those incorporated by reference into this prospectus supplement and the accompanying prospectus are not the only ones facing us. Additional risks not presently known to us or which we currently consider immaterial also may adversely affect us.

We expect our earnings and cash flow to vary significantly from year to year due to the nature of our industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. Additionally, our future cash flow may be insufficient to meet our debt obligations and other commitments, including our obligations under the notes. Any insufficiency could negatively impact our business. A range of economic, competitive, business and industry factors and the commodity pricing environment will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to service our debt, including our obligations under the notes. If we do not generate enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

However, we cannot assure you that we will be able to obtain alternative financing or that undertaking alternative financing plans, if necessary, would allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the notes, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

As of December 31, 2023, after giving effect to this offering and the borrowings under the term loan facility, in each case as described in this prospectus supplement, we and the Subsidiary Guarantor would have had approximately $   billion in total debt outstanding, and we and the Subsidiary Guarantor would have had no secured debt outstanding. As of December 31, 2023, the Subsidiary Guarantor had no outstanding borrowings and, after giving effect to the Recent Debt Transactions, approximately (i) $2.5 billion available for future borrowings under its revolving credit facility, which we guarantee and (ii) $1.5 billion available to borrow under the term loan facility, which we also guarantee. We and our subsidiaries may be able to incur significant additional indebtedness in the future and the indenture governing the notes will not limit the amount of unsecured indebtedness that we or our subsidiaries may incur. Although the revolving credit agreement contains restrictions on the incurrence of additional indebtedness by certain of our subsidiaries, it does not restrict the Company or the Subsidiary Guarantor from incurring additional debt, the restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. In addition, if we or the Subsidiary Guarantor incur any additional indebtedness that ranks equally with the notes (or with the subsidiary guarantees), the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of the Company or the Subsidiary Guarantor. This may have the effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness or funded debt, as defined in the applicable agreements. Further, if new debt is added to our current debt levels, the related risks that we now face could intensify.

Our subsidiaries are separate and distinct legal entities. Our subsidiaries (other than the Subsidiary Guarantor) have no obligation to pay amounts due on the notes. Holders of the notes will not have any claim as a creditor against any of our subsidiaries (other than the Subsidiary Guarantor), and indebtedness and other liabilities, including trade payables, of those subsidiaries will be structurally senior to claims of holders of the notes against those subsidiaries. Under certain circumstances, the Subsidiary Guarantor may be released as a guarantor under the Indenture, and upon such release, the Subsidiary Guarantor will have no obligation to pay the amounts due under the notes and the notes will be structurally subordinated to the indebtedness and other liabilities of the Subsidiary Guarantor, including any indebtedness incurred under the term loan facility and the revolving credit facility.

Viper’s operating subsidiary, Viper Energy Partners LLC (“Viper OpCo”), is the borrower under a secured revolving credit facility. The obligations under Viper OpCo’s revolving credit facility are guaranteed by Viper and are secured by substantially all the assets of Viper and Viper OpCo. Accordingly, claims of lenders under Viper OpCo’s revolving credit facility will be structurally senior to claims of holders of the notes against Viper and Viper OpCo. In addition, the outstanding 5.375% Senior Notes due 2027 in the aggregate principal amount of $430.4 million and 7.375% Senior Notes due 2031 in the aggregate principal amount of $400 million (together, the “Viper notes”), which are guaranteed by Viper OpCo, are structurally senior to claims of holders of the notes offered in this offering. As of December 31, 2023, Viper had approximately $1.09 billion of total indebtedness (consisting of approximately $830.4 million aggregate principal amount of the Viper notes and $263.0 million in outstanding borrowings under Viper OpCo’s revolving credit facility), and Viper OpCo had $587.0 million of available borrowing capacity under its revolving credit facility.

QEP Resources, Inc. (“QEP”) became our wholly owned subsidiary as a result of our merger with QEP in March 2021 and, as of December 31, 2023, remained the issuer of 5.625% Senior Notes due 2026 (the “QEP notes”). As of December 31, 2023, there was approximately $14 million in aggregate principal amount of the QEP notes outstanding. The outstanding QEP notes are structurally senior to claims of holders of the notes offered in this offering.

A significant portion of our operations is conducted through our subsidiaries. As a result, our ability to service our debt is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, distributions, loans or advances and through repayment of loans or advances from us. The Subsidiary Guarantor will guarantee our obligations under the notes. However, our other subsidiaries do not have any obligation to pay amounts due on the notes or our other indebtedness or to make funds available for that purpose. Payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings and other business considerations and may be subject to statutory or contractual restrictions.

The notes will be senior unsecured obligations of the Company and the Subsidiary Guarantor. The notes will be effectively subordinated to all of our and the Subsidiary Guarantor’s secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness. In the event of bankruptcy, liquidation, reorganization or other winding up of the Company or the Subsidiary Guarantor or upon a default in payment with respect to, or the acceleration of, any senior secured indebtedness, the assets of the Company or the Subsidiary Guarantor that secure such senior secured indebtedness will be available to pay obligations on the notes only after all obligations under such senior secured indebtedness have been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding. As of December 31, 2023, the Company and the Subsidiary Guarantor had no secured indebtedness outstanding.

The market price for the notes will depend on a number of factors, including:

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the notes. In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the industries in which we operate as a whole and may change their credit rating for us based on their overall view of such industries. A negative change in our rating could have an adverse effect on the price of the notes.

Although each series of notes will be guaranteed by the Subsidiary Guarantor, a court could void or subordinate such guarantee of the Subsidiary Guarantor under federal or state fraudulent conveyance laws if existing or future creditors of the Subsidiary Guarantor were successful in establishing that such guarantee was incurred with fraudulent intent or the Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for issuing such guarantee and either:

In such event, any payment by the Subsidiary Guarantor pursuant to such guarantee could be subordinated or voided and required to be returned to the Subsidiary Guarantor or to a fund for the benefit of the Subsidiary Guarantor’s creditors. The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred would vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. Generally, however, a company would be considered insolvent for purposes of the foregoing if:

We have no assurance as to what standard a court would use to determine whether or not the Subsidiary Guarantor would be solvent at the relevant time, or regardless of the standard used, that its guarantee would not be voided or subordinated to the Subsidiary Guarantor’s other debt. If such a case were to occur, the guarantee could be subject to the claim that, since the guarantee was incurred for the benefit of the Company and only indirectly for the benefit of the Subsidiary Guarantor, the obligations of the Subsidiary Guarantor were incurred for less than fair consideration.

If a guarantee of the Subsidiary Guarantor is voided as a fraudulent conveyance or found to be unenforceable for any other reason, holders of the notes of such series will not have a claim against the Subsidiary Guarantor and will only be a creditor of the Company. The notes of such series then would in effect be structurally subordinated to all liabilities of the Subsidiary Guarantor. Energen Corporation (“Energen”) became our wholly owned subsidiary as a result of our merger with Energen Resources, Inc. in November 2018

and, at the time, remained the issuer of its 7.125% Medium-term Notes, Series B, due 2028 (the “Energen notes”). In connection with the internal restructuring of our subsidiaries completed as of June 30, 2021, the Subsidiary Guarantor became the successor issuer under the indenture governing the Energen notes. As of December 31, 2023, there was $73.0 million of the Energen notes outstanding.

The notes will be a new issue of securities for which there currently is no established trading markets. We do not intend to apply for the listing of the notes on any securities exchange. While the underwriters of the notes have advised us that they intend to make a market in the notes, the underwriters will not be obligated to do so and may discontinue any market making activities at any time in their sole discretion and without notice. No assurance can be given:

If an active trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.

We may not be able to consummate the Endeavor merger within the timeframe specified under “Description of the Notes—Special Mandatory Redemption.” Our ability to consummate the Endeavor merger is subject to various closing conditions, many of which are beyond our control, and we may not be able to consummate the Endeavor merger. If (x) the consummation of the Endeavor merger does not occur on or before the later of (i) the date that is five (5) business days after August 11, 2025 and (ii) the date that is five (5) business days after any later date to which Endeavor and we may agree to extend the “Outside Date” in the Endeavor merger agreement or (y) we notify the Trustee that we will not pursue the consummation of the Endeavor merger, we will be required to redeem the mandatorily redeemable notes at a redemption price equal to 101% of the aggregate principal amount of the mandatorily redeemable notes, plus accrued and unpaid interest, if any, to, but excluding the special mandatory redemption date, and may not have or be able to obtain all the funds necessary to redeem the mandatorily redeemable notes.

This could be the case, for example, if we or any of our subsidiaries, including the Subsidiary Guarantor, commence a bankruptcy or reorganization case, or such a case is commenced against us, before we redeem the mandatorily redeemable notes. In addition, even if we are able to redeem the mandatorily redeemable notes pursuant to the special mandatory redemption provisions you may not obtain your expected return on the mandatorily redeemable notes and may not be able to reinvest the proceeds from a special mandatory redemption in an investment that results in a comparable return. Your decision to invest in the mandatorily redeemable notes is made at the time of the offering of the mandatorily redeemable notes. You will have no rights under the special mandatory redemption provisions as long as the Endeavor merger is consummated on or prior to the dates described above, nor will you have any right to require us to repurchase your mandatorily redeemable notes if, between the closing of this offering and the closing of the Endeavor merger, we experience any changes in our business or financial condition, or if the terms of the Endeavor merger or the financing thereof change.

The Endeavor merger is subject to a number of conditions to closing as specified in the Endeavor merger agreement. These closing conditions include, among others, (i) the receipt of approval for the issuance of our common stock in connection with the Endeavor merger by our stockholders, (ii) such newly issued common stock having been authorized for listing on Nasdaq, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the absence of any injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the Endeavor merger, (v) with respect to each party, (A) the accuracy of the other party’s representations and warranties, subject to specified materiality qualifications, (B) compliance by the other party with its covenants in the Endeavor merger agreement in all material respects, and (C) the absence of a “Material Adverse Effect” (as defined in the Endeavor merger agreement) with respect to the other party since the date of the Endeavor merger agreement that is continuing, and (vi) in the case of Endeavor, the receipt of an opinion of tax counsel that the Endeavor merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

No assurance can be given that we will receive the requisite stockholder approval or regulatory clearance or that the other required conditions to the closing of the Endeavor merger will be satisfied. Even if regulatory clearance is obtained, no assurance can be given as to the terms, conditions and timing of such clearance, including whether any required conditions will materially adversely affect the combined company following the closing of the Endeavor merger. Any delay in completing the Endeavor merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Endeavor merger is successfully completed within its expected time frame. We can provide no assurance that these conditions will not result in the abandonment or delay of the Endeavor merger. The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and the trading price of our common stock.

If the Endeavor merger is not completed by the Outside Date (as defined in the Endeavor merger agreement), either party may choose not to proceed with the Endeavor merger by terminating the Endeavor merger agreement, and the parties can mutually decide to terminate the Endeavor merger agreement at any time, before or after our requisite stockholder approval is received. In addition, either party may elect to terminate the merger agreement in certain other circumstances described in the Endeavor merger agreement.

If the Endeavor merger is not completed for any reason, including as a result of a failure to obtain our requisite stockholder approval, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Endeavor merger, we would be subject to a number of risks, including the following:

We are also required to pay Endeavor a termination fee of $1,400,000,000 if the Endeavor merger agreement is terminated under certain circumstances specified therein. Additionally, if the Endeavor merger agreement is terminated because we fail to receive our requisite stockholder approval, and the aforementioned termination fee is not payable in connection with such termination, we are required to reimburse Endeavor for its transaction related expenses, subject to a cap of $260,000,000. The payment of this expense reimbursement will reduce any termination fee that may become subsequently payable by us.

Whether or not the Endeavor merger is completed, the announcement and pendency of the Endeavor merger could cause disruptions to our business, including:

We have and will continue to divert significant management resources in an effort to complete the Endeavor merger and is subject to restrictions contained in the Endeavor merger agreement on the conduct of its business. If the Endeavor merger is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit.

Pursuant to the Endeavor merger agreement, the cash consideration to be paid in connection with the Endeavor merger is subject to certain adjustments, as more fully described therein. Because certain of the individual items forming the adjustments to be made to such cash consideration are not knowable with full certainty by us prior to the Endeavor merger, the final amount paid by us may be materially higher than the base cash consideration of $8.0 billion.

The unaudited pro forma combined financial statements included in or incorporated by reference into this prospectus supplement are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and do not represent the actual financial position or results of operations of us or Endeavor prior to the Endeavor merger or that of the combined company following the Endeavor merger for several reasons. Specifically, the unaudited pro forma combined financial statements do not reflect the effect of any integration costs or any changes in our capital structure following the completion of the Endeavor merger. In addition, the Endeavor merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the Endeavor merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by us. The actual financial positions and results of operations of us and Endeavor prior to the Endeavor merger and that of the combined company following the Endeavor merger may be different, possibly materially, from the unaudited pro forma combined financial statements included in or incorporated by reference into this prospectus supplement. In addition, the assumptions used in preparing the unaudited pro forma combined financial statements included in or incorporated by reference into this prospectus supplement may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of our common stock may cause a significant change in the purchase price used by us for accounting purposes.

Securities class action lawsuits and derivative lawsuits are often brought against publicly listed companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on us.

Lawsuits related to the Endeavor merger may be filed against us and our affiliates, directors and officers. If dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of the Endeavor merger and/or result in substantial costs to us. These lawsuits could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Endeavor merger agreement already implemented and to otherwise enjoin the parties from consummating the Endeavor merger. One of the conditions to the Endeavor merger is that there is no injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the Endeavor merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Endeavor merger, then that injunction may delay or prevent the Endeavor merger from being completed, which may adversely affect our business, financial position and results of operation. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Endeavor merger is completed may adversely affect our ongoing business, financial condition, results of operations and cash flows.

The success of the Endeavor merger will depend on, among other things, the ability of the two companies to combine their businesses (us and Endeavor as combined following the Endeavor merger, the “combined company”) in a manner that facilitates growth opportunities and realizes expected cost savings. The combined company may encounter difficulties in integrating our and Endeavor’s businesses and realizing the anticipated benefits of the Endeavor merger. The combined company must achieve the anticipated improvement in free cash flow generation and returns and achieve the planned cost savings without adversely affecting current revenues and operations. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Endeavor merger may not be realized fully, or at all, or may take longer to realize than expected.

The Endeavor merger involves the combination of two companies which currently operate, and until the completion of the Endeavor merger will continue to operate, as independent companies. There can be no assurances that the businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees from both companies; the loss of commercial and vendor partners; the disruption of our, Endeavor’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. The combined company will be required to devote management attention and resources to integrating its business practices and operations, and prior to the Endeavor merger, management attention and resources will be required to plan for such integration. An inability to realize the full extent of the anticipated benefits of the Endeavor merger and the other transactions contemplated by the Endeavor merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. There are a large number of processes, policies, procedures, operations and technologies and systems that must be integrated in connection with the Endeavor merger and the integration of Endeavor’s business. Although we expect that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the business, may

offset incremental transaction and Endeavor merger-related costs over time, any net benefit may not be achieved in the near term or at all. If we and Endeavor are not able to adequately address integration challenges, we may be unable to successfully integrate operations or realize the anticipated benefits of the integration of the two companies.

Following completion of the Endeavor merger, our success will depend, in part, on our ability to manage its expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Endeavor into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with industry contacts and business partners.

The Endeavor merger will be accounted for as an acquisition by us in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of Endeavor and its subsidiaries will be recorded, as of completion, at their respective fair values and added to those of Diamondback. Our reported financial condition and results of operations for periods after completion of the Endeavor merger will reflect Endeavor balances and results after completion of the Endeavor merger, but will not be restated retroactively to reflect the historical financial position or results of operations of Endeavor and its subsidiaries for periods prior to the Endeavor merger.

Under the acquisition method of accounting, the total purchase price will be allocated to Endeavor’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Endeavor merger. The excess of the purchase price over those fair values will be recorded as goodwill. We expect that the Endeavor merger may result in the creation of goodwill based upon the application of the acquisition method of accounting. To the extent goodwill or intangibles are recorded and the values become impaired, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

We and Endeavor have each incurred, and expect to continue to incur, a number of non-recurring costs associated with negotiating and completing the Endeavor merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Endeavor merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees.

We and Endeavor will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. We and Endeavor will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Endeavor merger and the integration of the two companies’ businesses. Although we and Endeavor each expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the combined company to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on our financial condition and operating results following the completion of the Endeavor merger. Many of these costs will be borne by us even if the Endeavor merger is not completed.

Because we and Endeavor operate similar businesses in similar industries, many of the risks relating to us and our business disclosed in our filings with the SEC are applicable to Endeavor and its business as well. Accordingly, this section should be read in conjunction with the risks relating to us and our business disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC.

Endeavor has engaged in, and expects to continue to engage in, related party transactions involving Mr. Stephens, Endeavor’s Chairman and the sole member of Endeavor Manager, LLC and other companies that he controls. For example, in 2023 Endeavor paid approximately $325 million to companies controlled by Mr. Stephens for various goods and services provided to Endeavor, including well completion services, provided by Advanced Stimulation Technologies, Inc. and natural gas gathering and oilfield services provided by ACME Energy Services, Inc.; and Endeavor received approximately $729 million in revenue from Oasis Transportation and Marketing Corporation, a company that is majority owned by Mr. Stephens, in connection with the transportation and sale of Endeavor’s crude oil. Because Mr. Stephens controls these affiliated companies, Endeavor’s existing arrangements with these companies may not be on terms and conditions as favorable to Endeavor as in comparable transactions negotiated at arm’s-length with third parties.

Endeavor’s hedging transactions expose Endeavor to risk of financial loss if a counterparty fails to perform under a derivative contract. The majority of Endeavor’s counterparties are lenders under its revolving credit facility and have investment grade ratings. However, the risk of counterparty non-performance is of particular concern given the disruptions that have occurred in the financial markets and the significant decline in oil, natural gas and NGL prices and the increase in electricity costs, each of which could lead to sudden changes in a counterparty’s liquidity, and impair their ability to perform under the terms of the derivative contract. Endeavor is unable to predict sudden changes in a counterparty’s creditworthiness or ability to perform. Even if Endeavor does accurately predict sudden changes, its ability to negate the risk may be limited depending upon market conditions. Furthermore, the bankruptcy of one or more of its hedge providers or some other similar proceeding or liquidity constraint, might make it unlikely that Endeavor would be able to collect all or a significant portion of amounts owed to Endeavor by the distressed entity or entities. During periods of falling commodity prices, Endeavor’s hedge receivable positions increase, which increases its exposure. If the creditworthiness of its counterparties deteriorates and results in their non-performance, Endeavor could incur a significant loss.

The marketability of Endeavor’s production depends in part upon the availability and capacity of oil and natural gas gathering and gas processing systems, pipelines and other transportation facilities owned by third parties. Transportation space on the gathering systems and pipelines Endeavor utilizes is occasionally limited or unavailable due to repairs or improvements to facilities or due to space being utilized by other companies that have priority transportation agreements. Lack of available capacity has historically resulted in larger regional price differentials. Additionally, new fields may require the construction of gathering systems and other transportation facilities. These facilities may require Endeavor to spend significant capital that would otherwise be spent on drilling. The availability of markets is beyond Endeavor’s control. If market factors dramatically change, the impact on Endeavor’s revenues could be substantial and could adversely affect Endeavor’s ability to produce and market oil, natural gas and NGL. Endeavor’s access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand.

As of December 31, 2023, Endeavor carried unproved oil and natural gas property costs of $176 million. GAAP requires periodic evaluation of these costs on a project-by-project basis. These evaluations are affected by the results of exploration activities, hydrocarbon price outlooks, planned future sales or expirations of all or a portion of these leases and the contracts and permits relevant to such projects. If the quantity of potential reserves determined by such evaluations is not sufficient to fully recover the costs invested in each project, Endeavor will recognize non-cash charges in future periods.

As of December 31, 2023, Endeavor maintained operational control of approximately 91% of the PV-10 of its proved reserves. Endeavor has limited control over properties which it does not operate or does not otherwise control operations. If Endeavor does not operate or otherwise control the properties in which it owns an interest, Endeavor does not have control over normal operating procedures, expenditures or future development of the underlying properties. The failure of an operator of Endeavor’s wells to adequately perform operations, an operator’s financial difficulties, including the result of price volatility or an operator’s breach of the applicable agreements could reduce Endeavor’s production and revenues. The success and timing of Endeavor’s drilling and development activities on properties operated by others, therefore, depends upon a number of factors outside of Endeavor’s control, including the operator’s timing and amount of capital expenditures, expertise and financial resources, inclusion of other participants in drilling wells and use of technology.

We estimate that the net proceeds from this offering will be approximately $   billion, after deducting the underwriters’ discounts and estimated offering expenses.

We intend to use the net proceeds from this offering, together with cash on hand, and/or borrowings under the Subsidiary Guarantor’s revolving credit facility and/or term loan facility, for general corporate purposes, including without limitation, paying a portion of the cash consideration for the Endeavor merger, repaying certain debt of Endeavor if the Endeavor merger closes and/or paying related fees, costs and expenses. This offering is not contingent upon the closing of the Endeavor merger. See “Recent Developments—Endeavor merger” and “Capitalization.”

The following table sets forth, as of December 31, 2023, our cash and cash equivalents and capitalization (i) on a historical basis (ii) on an as adjusted basis to give effect to this offering and borrowings under the term loan facility and the application of the net proceeds therefrom to fund the cash consideration for the Endeavor merger as described in “Use of Proceeds.”

You should read this table along with “Use of Proceeds” in this prospectus supplement and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes and the other financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference into this prospectus supplement.

On February 11, 2024, we entered into the Endeavor merger agreement, pursuant to which, and subject to the terms and conditions set forth therein, we will acquire 100% of the equity interests in Endeavor (the “Endeavor Interests”) through the consummation of the Endeavor merger. If the Endeavor merger is completed, the aggregate consideration in exchange for the Endeavor Interests will be (i) cash consideration of $8.0 billion, subject to adjustments in accordance with the terms of the Endeavor merger agreement, and (ii) 117,267,069 shares of our common stock.

The following unaudited pro forma combined financial information (the “pro forma financial statements”) gives effect to the Endeavor merger, which will be accounted for using the acquisition method of accounting with us identified as the acquiror. Under the acquisition method of accounting, we will record assets acquired and liabilities assumed from Endeavor at their respective acquisition date fair values on the closing date of the Endeavor merger.

The pro forma financial statements have been prepared from the respective historical consolidated financial statements of Diamondback and Endeavor, adjusted to give effect to the Endeavor merger. The unaudited pro forma combined balance sheet (the “pro forma balance sheet”) combines the historical consolidated balance sheets of Diamondback and Endeavor as of December 31, 2023, giving effect to the Endeavor merger as if it had been completed on December 31, 2023. The unaudited pro forma combined statement of operations (the “pro forma statement of operations” and together with the pro forma balance sheet, the “pro forma financial statements”) for the year ended December 31, 2023, combines the historical consolidated statements of operations of Diamondback and Endeavor, giving effect to the Endeavor merger as if it had been completed on January 1, 2023. The pro forma financial statements contain certain reclassification adjustments to conform the historical Endeavor financial statement presentation to our financial statement presentation. For purposes of the pro forma financial statements presented below, it is assumed that we will fund the cash consideration with (i) cash on hand, excluding cash attributable to Viper, (ii) senior notes as contemplated in this offering, which for purposes of the pro forma financial statements are estimated to be $5 billion in aggregate principal amount, issued at par and with a weighted average interest rate of approximately 5.52%, (iii) approximately $1.5 billion of borrowings from the term loan facility, which consists of a one-year $1.0 billion tranche and a two-year $500 million tranche, and (iv) borrowings under the revolving credit facility.

The pro forma financial statements are presented to reflect the Endeavor merger and do not represent what our financial position or results of operations would have been had the Endeavor merger occurred on the dates noted above, nor do they project the financial position or results of operations of the combined company following the Endeavor merger. The pro forma financial statements are intended to provide information about the continuing impact of the Endeavor merger as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable. In the opinion of our management, all adjustments necessary to present fairly the pro forma financial statements have been made.

The pro forma financial statements do not include the realization of any cost savings from operating efficiencies or synergies that might result from the Endeavor merger. Additionally, we and Endeavor anticipate that certain non-recurring charges will be incurred in connection with the Endeavor merger, the substantial majority of which consist of fees paid to financial, legal and accounting advisors, severance and benefit costs, and filing fees. Any such charge could affect the future results of the post-acquisition company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any period beyond twelve months from the closing date of the Endeavor merger. Accordingly, the pro forma statement of operations for the year ended December 31, 2023 reflects the effects of these non-recurring charges, which are not included in the historical statements of operations of Diamondback or Endeavor for the year ended December 31, 2023.

As of the date of this prospectus supplement, we have used currently available information to determine preliminary fair value estimates for the Endeavor merger consideration and its allocation to the Endeavor tangible assets and identifiable intangible assets acquired and liabilities assumed. Until the Endeavor merger is completed, we and Endeavor are limited in our ability to share certain information. Therefore, we estimated the fair value of Endeavor’s assets and liabilities based on reviews of Endeavor’s historical audited financial statements, preliminary valuation studies, allowed discussions with Endeavor’s management and other due diligence procedures. The assumptions and estimates used to determine the preliminary purchase price allocation and fair value adjustments are described in the notes accompanying the pro forma financial statements.

The final determination of the fair value of Endeavor’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Endeavor that exist as of the closing date of the Endeavor merger and, therefore, cannot be made prior to the completion of the Endeavor merger. In addition, the actual value of the Endeavor merger consideration will be determined using the closing share price of our common stock on the closing date of the Endeavor merger.

As a result of the foregoing, the transaction accounting adjustments are preliminary and subject to change as additional information becomes available and additional analysis is performed. The preliminary transaction accounting adjustments have been made solely for the purpose of providing the pro forma financial statements presented below. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuation will result in adjustments to the pro forma balance sheet and if applicable, the pro forma statements of operations. The final purchase price allocation may be materially different than that reflected in the preliminary purchase price allocation presented herein.

The pro forma financial statements have been developed from and should be read in conjunction with the separate historical consolidated financial statements and related notes thereto in our SEC filings which are incorporated by reference into this prospectus supplement and in the historical audited financial statements of Endeavor which are also incorporated by reference into this prospectus supplement.

The unaudited pro forma financial statements have been derived from the historical consolidated financial statements of Diamondback and Endeavor. Certain of Endeavor’s historical amounts have been reclassified to conform to our financial statement presentation, and pro forma adjustments have been made to reflect the Endeavor merger and certain transaction accounting adjustments, as discussed further in Note 3 below. The pro forma balance sheet gives effect to the Endeavor merger as if it had been completed on December 31, 2023. The pro forma statement of operations for the year ended December 31, 2023 gives pro forma effect to the Endeavor merger as if it had occurred on January 1, 2023, the beginning of the earliest period presented. The pro forma financial statements should be read in conjunction with our historical consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this prospectus supplement, and Endeavor’s historical audited financial statements and the notes thereto which are also incorporated by reference into this prospectus supplement.

The Endeavor merger and the related transaction accounting adjustments are described in the accompanying notes to the pro forma financial statements. In the opinion of our management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X of the SEC, the pro forma financial statements. The pro forma financial statements do not purport to be indicative of the financial position or results of operations of the combined company that would have occurred if the Endeavor merger had occurred on the dates indicated, nor are they indicative of our future financial position or results of operations. In addition, future results may vary significantly from those reflected in such statements due to factors discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

We and Endeavor currently expect the Endeavor merger to close in the second quarter of 2024, for an estimated Endeavor merger consideration value of approximately $31.4 billion based on the closing share price of the common stock on April 1, 2024. The transaction consideration will consist of approximately 117.27 million shares of our common stock and $8.0 billion of cash, subject to the satisfaction of certain regulatory approvals and other customary closing conditions and adjustments. There can be no assurance the Endeavor merger will close as expected or at all.

We have determined that we are the accounting acquiror to the Endeavor merger which will be accounted for under the acquisition method of accounting for business combinations in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). The allocation of the preliminary estimated purchase price with respect to the Endeavor merger is based upon our management’s estimates of and assumptions related to the fair values of assets to be acquired and liabilities to be assumed at the closing date of the Endeavor merger, using currently available information. Due to the fact that the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on our financial position and results of operations may differ significantly from the pro forma amounts included herein.

The final purchase price allocation for the business combination will be performed subsequent to closing and adjustments to estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as more detailed analyses are completed and additional information is obtained about the facts and circumstances that existed as of the closing date of the Endeavor merger. We expect to finalize the purchase price allocation as soon as practicable after completing the Endeavor merger.

The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:

The following table presents the preliminary value of the Endeavor merger consideration and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Endeavor merger:

From February 9, 2024, the last trading date prior to the initial public announcement of the Endeavor merger agreement, to April 1, 2024, the preliminary value of the Endeavor merger consideration increased by approximately $5.9 billion as a result of the increase in the share price of the common stock from $149.22 to $199.45. The actual value of the Endeavor merger consideration will be determined using the closing share price of the common stock on the closing date of the Endeavor merger. A 25% increase or decrease in the closing share price of the common stock, as compared to the April 1, 2024 closing share price of $199.45, would increase or decrease the value of the Endeavor merger consideration by approximately $5.8 billion, assuming all

other factors are held constant. An increase in the closing share price of the common stock could potentially result in goodwill as of the closing date of the Endeavor merger.

The pro forma financial statements have been adjusted to reflect reclassifications of Endeavor’s financial statements to conform to our financial statement presentation, adjustments to historical book values of Endeavor to their preliminary estimated fair values in accordance with the acquisition method of accounting, the estimated value of the Endeavor merger consideration, estimated direct transaction costs, and the estimated tax impacts of pro forma adjustments. These adjustments include the following:

The following tables present the estimated pro forma combined net proved developed and undeveloped oil and gas reserves information as of December 31, 2023, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2023.

The following estimated pro forma oil and gas reserves information is not necessarily indicative of the results that might have occurred had the Endeavor merger been completed on January 1, 2023, and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”