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Diamondback Energy Inc

For the period ended Mar 31, 2025. Filed May 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

FANG$178.08-0.1%Stored close · as of Nov 10, 2026

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9. Debt

  1. DEBT

Long-term debt consisted of the following as of the dates indicated:

March 31,December 31,
20252024
(In millions)
3.250% Senior Notes due 2026$750$750
5.625% Senior Notes due 20261414
5.200% Senior Notes due 2027850850
7.125% Medium-term Notes, Series B, due 20287373
3.500% Senior Notes due 2029915915
5.150% Senior Notes due 2030850850
3.125% Senior Notes due 2031767767
6.250% Senior Notes due 20331,1001,100
5.400% Senior Notes due 20341,3001,300
5.550% Senior Notes due 20351,200—
4.400% Senior Notes due 2051650650
4.250% Senior Notes due 2052750750
6.250% Senior Notes due 2053650650
5.750% Senior Notes due 20541,5001,500
5.900% Senior Notes due 20641,0001,000
Tranche A Loans900900
Unamortized debt issuance costs(98)(91)
Unamortized discount costs(25)(25)
Unamortized premium costs23
Unamortized basis adjustment of dedesignated interest rate swap agreements(1)(68)(72)
Viper revolving credit facility—261
Viper 5.375% Senior Notes due 2027430430
Viper 7.375% Senior Notes due 2031400400
Total debt, net13,91012,975
Less: current maturities of debt914900
Total long-term debt$12,996$12,075

(1) Represents the unamortized basis adjustment related totwo receive-fixed, pay variable interest rate swap agreements which were previously designated as fair value hedges of the Company’s $1.2 billion 3.500% fixed rate senior notes due 2029. This basis adjustment is being amortized to interest expense over the remaining term of the 2029 Notes utilizing the effective interest method.

References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback E&P, collectively, unless otherwise specified.

Credit Agreement

On March 21, 2025, Diamondback E&P, as borrower, and Diamondback Energy, Inc., as parent guarantor, entered into a fifteenth amendment to the existing credit agreement, which made certain amendments to the representations and warranties that must be made to fund the loans under the 2025 Term Loan Agreement (defined below). The credit agreement provides for a maximum credit amount of $2.5 billion. As of March 31, 2025, the Company hadno outstanding borrowings under the credit agreement and approximately $2.5 billion available for future borrowings. During the three months ended March 31, 2025, the weighted average interest rate on borrowings under the credit agreement was 5.92%. The credit agreement matures on June 2, 2029.

As of March 31, 2025, the Company was in compliance with all financial maintenance covenants under the credit agreement.

Term Loan Agreements

2025 Term Loan Agreement

In connection with the Double Eagle Acquisition (as defined and discussed in Note 17—Subsequent Events), Diamondback Energy, Inc., as guarantor, entered into a Term Loan Credit Agreement with Diamondback E&P LLC, as borrower, and Bank of America, N.A., as administrative agent (the “2025 Term Loan Agreement”) on March 21, 2025.

The 2025 Term Loan Agreement provides the Company with the ability to borrow up to $1.5 billion on an unsecured basis to fund a portion of the cash consideration for the Double Eagle Acquisition (as defined and discussed in Note 17—Subsequent Events) and costs and expenses related to the acquisition. As of March 31, 2025, the Company hadno outstanding borrowings under the 2025 Term Loan Agreement.

On the date of closing of the Double Eagle Acquisition, the entire amount available under the 2025 Term Loan Agreement was drawn in a single borrowing. Any remaining outstanding amounts will mature and be payable in full on the second anniversary of the initial funding date.

Outstanding borrowings under the Term Loan Agreement bear interest at a per annum rate elected by the Company that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”) or (ii) an alternate base rate (which is equal to the greatest of (a) the federal funds effective rate plus 0.50%, (b) the prime rate (c) Adjusted Term SOFR plus 1.0%, and (d)1.0%), in each case plus the applicable margin. The applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate, and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level, and (ii) the commitment fee is equal to 0.125% per annum on the aggregate principal amount of the commitments. The pricing level depends on the Company’s long-term senior unsecured debt ratings.

2024 Term Loan Agreement

On February 29, 2024, Diamondback Energy, Inc., as guarantor, entered into a Term Loan Credit Agreement with Diamondback E&P LLC, as borrower, and Citibank, N.A., as administrative agent (the “2024 Term Loan Agreement”), which at March 31, 2025, is comprised of $1.0 billion of Tranche A Loans (the “Tranche A Loans”). The Tranche A Loans were drawn to fund a portion of the cash consideration for the Endeavor Acquisition. The initial Tranche A Loans were made in a single borrowing on the date of closing of the Endeavor Acquisition (the “Closing Date”) and any remaining outstanding amounts will mature and be payable in full on the first anniversary of the Closing Date.

As of March 31, 2025, the Company had $900 million in outstanding borrowings under the Tranche A Loans. During the three months ended March 31, 2025, the weighted average interest rate on borrowings under the Term Loan Agreement was 5.68%.

Issuance of Notes

On March 20,2025, the Company issued $1.2 billion aggregate principal amount of 5.550% Senior Notes due April 1, 2035 (the “2035 Notes”). The Company received net proceeds of $1.2 billion, after underwriters’ discounts and transaction costs. Interest on the 2035 Notes is payable semi-annually on April 1 and October 1 of each year. The Company used the net proceeds to fund a portion of the cash consideration for the Double Eagle Acquisition (as defined and discussed in Note 17—Subsequent Events) in the second quarter of 2025.

The 2035 Notes are included in the Guaranteed Senior Notes for the Company, which are senior unsecured obligations and are fully and unconditionally guaranteed by Diamondback E&P, are senior in right of payment to any of the Company’s future subordinated indebtedness and rank equal in right of payment with all of the Company’s existing and future senior indebtedness.

Viper’s Credit Agreement

Viper LLC’s credit agreement, as amended to date, provides for a revolving credit facility in the maximum credit amount of $2.0 billion with a borrowing base of $1.3 billion. As of March 31, 2025, the elected commitment amount was $1.3 billion, withno outstanding borrowings and $1.3 billion available for future borrowings. During the three months ended

March 31, 2025 and 2024, the weighted average interest rates on borrowings under the Viper credit agreement were 6.57% and 7.65%, respectively. The revolving credit facility will mature on September 22, 2028. As of March 31, 2025, Viper LLC was in compliance with all financial maintenance covenants under the Viper LLC credit agreement.

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