Diamondback Energy, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout this filing
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.
Sep 30, 2025 · Filed Nov 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
9. Debt
- DEBT
Long-term debt consisted of the following as of the dates indicated:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| (In millions) | ||
| 3.250% Senior Notes due 2026 | $750 | $750 |
| 5.625% Senior Notes due 2026 | 14 | 14 |
| 5.200% Senior Notes due 2027 | 850 | 850 |
| 7.125% Medium-term Notes, Series B, due 2028 | 73 | 73 |
| 3.500% Senior Notes due 2029 | 915 | 915 |
| 5.150% Senior Notes due 2030 | 850 | 850 |
| 3.125% Senior Notes due 2031 | 740 | 767 |
| 6.250% Senior Notes due 2033 | 1,100 | 1,100 |
| 5.400% Senior Notes due 2034 | 1,300 | 1,300 |
| 5.550% Senior Notes due 2035 | 1,200 | — |
| 4.400% Senior Notes due 2051 | 539 | 650 |
| 4.250% Senior Notes due 2052 | 656 | 750 |
| 6.250% Senior Notes due 2053 | 650 | 650 |
| 5.750% Senior Notes due 2054 | 1,480 | 1,500 |
| 5.900% Senior Notes due 2064 | 1,000 | 1,000 |
| Tranche A Loans | — | 900 |
| 2025 Term Loan | 1,500 | — |
| Unamortized debt issuance costs | (105) | (91) |
| Unamortized discount costs | (25) | (25) |
| Unamortized premium costs | 2 | 3 |
| Unamortized basis adjustment of dedesignated interest rate swap agreements(1) | (62) | (72) |
| Revolving credit facility | 175 | — |
| Viper revolving credit facility | 160 | 261 |
| Viper 5.375% Senior Notes due 2027 | 380 | 430 |
| Viper 4.900% Senior Notes due 2030 | 500 | — |
| Viper 7.375% Senior Notes due 2031 | — | 400 |
| Viper 5.700% Senior Notes due 2035 | 1,100 | — |
| Viper Term Loan | 500 | — |
| Total debt, net | 16,242 | 12,975 |
| Less: current maturities of debt | 394 | 900 |
| Total long-term debt | $15,848 | $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 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 June 12, 2025, Diamondback E&P, as borrower and Diamondback Energy, Inc., as parent guarantor, entered into a sixteenth amendment to the existing credit agreement (the “Credit Agreement”), which among other things (i) extended the maturity date to June 12, 2030, and (ii) decreased the interest rate, such that outstanding borrowings under the Credit Agreement bear interest at a per annum rate elected by Diamondback E&P that is equal to (x) term SOFR or (y) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin. The applicable margin ranges from 0.000% to 0.750% per annum in the case of the alternate base rate and from 1.000% to 1.750% per annum in the case of term SOFR, in each case based on the pricing level, and the commitment fee ranges from 0.100% to 0.250% per annum on the average daily unused portion of the commitments, based on the pricing level. The pricing level depends on the Company’s long-term senior unsecured debt ratings. The Credit Agreement provides for a maximum credit amount of $2.5 billion. As of September 30, 2025, the Company had $175 million in outstanding borrowings under the Credit Agreement and approximately $2.3 billion available for future borrowings. During the three and nine months ended September 30, 2025, the weighted average interest rate on borrowings under the Credit Agreement was 5.55% and 5.66%, respectively. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the Credit Agreement was 6.64%.
As of September 30, 2025, the Company was in compliance with all financial maintenance covenants under the Credit Agreement.
Viper LLC Revolving Credit Facility
On June 12, 2025, Former Viper, as guarantor, entered into a credit agreement with Viper LLC, as borrower, and Wells Fargo, as the administrative agent (the “Viper LLC Revolving Credit Facility”), which among other things, provides Viper LLC with a senior unsecured revolving credit facility with a commitment of $1.5 billion. The Viper LLC Revolving Credit Facility has a maturity date of June 12, 2030, with the ability to request three extensions of the maturity date byone year. The Viper LLC Revolving Credit Facility was previously guaranteed by certain subsidiaries of Viper LLC, and upon completion of the Sitio Acquisition, those subsidiary guarantees were released and New Viper and Former Viper became co-guarantors. The Viper LLC Revolving Credit Facility replaced Viper LLC’s previous revolving credit facility, dated July 20, 2018, among Viper, Viper LLC and Wells Fargo as amended, restated, amended and restated, supplemented or otherwise modified prior to June 12, 2025.
As of September 30, 2025, Viper LLC had $160 million in outstanding borrowings and $1.3 billion available for future borrowings under the Viper LLC Revolving Credit Facility. The weighted average interest rates on borrowings under Viper LLC’s respective revolving credit facilities were 5.83% and 6.21% for the three and nine months ended September 30, 2025, respectively, and 7.51% and 7.52% for the three and nine months ended September 30, 2024, respectively.
Borrowings under the Viper LLC Revolving Credit Facility bear interest at a per annum rate elected by Viper LLC that is equal to term SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and one month term SOFR plus 1.0%, subject to a 1.0% floor), 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 loans and from 1.125% to 2.000% per annum in the case of term SOFR loans, in each case based on the pricing level. Further, the commitment fee ranges from 0.125% to 0.325% per annum on the average daily unused portion of the commitment, again based on the pricing level. The pricing level depends on the rating of Viper’s long-term senior unsecured debt by certain ratings agencies.
The Viper LLC Revolving Credit Facility contains a financial covenant that requires Viper to maintain a Total Net Debt to Capitalization Ratio (as defined in the Viper LLC Revolving Credit Facility) of no more than 65%. As of September 30, 2025, Viper LLC was in compliance with all financial maintenance covenants under the Viper LLC Revolving Credit Facility.
Term Loan Agreements
Diamondback Term Loan Agreements
2025 Term Loan
In connection with the Double Eagle Acquisition, 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”) on March 21, 2025.
The 2025 Term Loan provided 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 and costs and expenses related to the acquisition. On the date of closing of the Double Eagle Acquisition, the 2025 Term Loan was fully drawn in a single borrowing. Any then-outstanding amounts will mature and be payable in full on the second anniversary of the initial funding date. During the three and nine months ended September 30, 2025, the weighted average interest rate on borrowings under the 2025 Term Loan was 5.66% and 5.67%, respectively.
Outstanding borrowings under the 2025 Term Loan 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 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.
Tranche A Loans
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, which is comprised of $1.0 billion of Tranche A Loans (the “Tranche A Loans”). The Tranche A Loans were fully drawn to fund a portion of the cash consideration for the Endeavor Acquisition.
On May 5, 2025, the Company used the cash proceeds received from the 2025 Drop Down to repay in full and terminate the $900 million remaining outstanding Tranche A Loans. During the nine months ended September 30, 2025, the weighted average interest rate on borrowings under the Tranche A Loans was 5.87%. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the Tranche A Loans was 6.46%.
Viper Term Loan
On July 23, 2025, in connection with the Sitio Acquisition, Viper, as guarantor, entered into a term loan credit agreement with Viper LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent, (the “Viper Term Loan”).
The Viper Term Loan provided Viper with the ability to borrow up to $500 million on a senior unsecured basis to fund a portion of the retirement of Sitio’s debt, in connection with the Sitio Acquisition. On the date of closing of the Sitio Acquisition, the Viper Term Loan was fully drawn in a single borrowing. Any then-outstanding amounts will mature and be payable in full on the second anniversary of the initial funding date. In connection with the Sitio Acquisition, New Viper became a co-guarantor of the Viper Term Loan.
Borrowings under the Viper Term Loan bear interest at a per annum rate elected by Viper LLC that is equal to term SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin. The applicable margin ranges from 0.250% to 1.125% per annum in the case of the alternate base rate loans and from 1.250% to 2.125% per annum in the case of term SOFR loans, in each case based on the pricing level. The pricing level depends on the rating of Viper’s long-term senior unsecured debt by certain ratings agencies. In addition, the fee on undrawn commitments is equal to 0.20% per annum on the aggregate principal amount of such commitments. During the three and nine months ended September 30, 2025, the weighted average interest rate on borrowings under the Viper Term Loan was 5.92%.
Issuance of Notes
Diamondback 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, commencing on October 1, 2025. The Company used the net proceeds to fund a portion of the cash consideration for the Double Eagle Acquisition.
The 2035 Notes are included in the Guaranteed Senior Notes, 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 Notes
On July 23, 2025, Viper LLC, as borrower, and Former Viper as guarantor, issued $1.6 billion in aggregate principal amount of Viper LLC’s senior notes consisting of (i) $500 million aggregate principal amount of 4.900% Senior Notes due August 1, 2030 (the “Viper 2030 Notes”), and (ii) $1.1 billion aggregate principal amount of 5.700% Senior Notes due August 1, 2035 (the “Viper 2035 Notes” and together with the Viper 2030 Notes, the “Viper 2025 Notes”). Viper received net proceeds of approximately $1.58 billion, after underwriters’ discounts and transaction costs. Interest on the Viper 2025 Notes is payable semi-annually in February and August of each year, beginning on February 1, 2026. Concurrently, Viper used a portion of the proceeds to redeem or satisfy and discharge, as discussed below, approximately $780 million in aggregate principal amounts of Viper’s outstanding senior notes. Following the closing of the Sitio Acquisition, Viper used the remaining proceeds from the issuance of the Viper 2025 Notes to (i) retire Sitio’s 7.875% senior notes due 2028, (ii) repay borrowings under Sitio’s revolving credit facility, (iii) pay fees, costs and expenses related to the redemption or repayment of such debt, and (iv) for general corporate purposes.
The Viper 2025 Notes are senior unsecured obligations and are fully and unconditionally guaranteed by Former Viper, and, following the closing of the Sitio Acquisition, also by New Viper. The Viper 2025 Notes have been registered under the Securities Act.
Diamondback Retirement of Notes
In the second quarter of 2025, the Company opportunistically repurchased an aggregate principal amount of approximately $252 million of its senior notes, which consisted of $27 million of the 3.125% Senior Notes due 2031, $111 million of the 4.400% Senior Notes due 2051, $94 million of the 4.250% Senior Notes due 2052 and $20 million of the 5.750% Senior Notes due 2054, all in open market transactions for total cash consideration, including accrued interest paid, of approximately $196 million, at an average of 76.8% of par value. These repurchases resulted in a gain on extinguishment of debt of approximately $55 million during the nine months ended September 30, 2025.
Viper Retirement of Notes
In the second quarter of 2025, Viper opportunistically repurchased principal amounts of $50 million of Viper’s 5.375% Senior Notes due 2027 (the “Viper 2027 Notes”) in open market transactions for total cash consideration of $50 million, at an average of 99.7% of par value. Viper’s repurchases resulted in an immaterial gain on extinguishment of debt during the nine months ended September 30, 2025.
On July 23, 2025, using proceeds from the issuance of the Viper 2025 Notes, Viper (i) redeemed all of Viper’s outstanding 7.375% Senior Notes due 2031 (the “Viper 2031 Notes”) for total cash consideration of approximately $434 million including the applicable redemption premium of 106.767% of par and accrued and unpaid interest up to, but not including, the redemption date, and (ii) issued and delivered a notice of redemption to redeem all of Viper’s outstanding Viper 2027 Notes on November 1, 2025, for total cash consideration, including payment of interest due to, but not including, the redemption date at a redemption price equal to 100% of the principal amount of the Viper 2027 Notes. The redemption of the Viper 2031 Notes resulted in a loss on extinguishment of debt of $32 million. Concurrent with the notice of redemption for the Viper 2027 Notes, Viper irrevocably deposited with Computershare Trust Company, National Association, the trustee under the indenture governing the Viper 2027 Notes, approximately $390 million, the redemption amount of the Viper 2027 Notes, which is reflected in the caption “Restricted cash” on the condensed consolidated balance sheet as of September 30, 2025. The indenture governing the Viper 2027 Notes was satisfied and discharged at that time in accordance with its terms and ceased to be of further effect as to the Viper 2027 Notes issued thereunder, except those provisions of the indenture that, by their terms, survived the satisfaction and discharge. The satisfaction and discharge of the Viper 2027 Notes did not represent a legal defeasance or release, and, as such, the Viper 2027 Notes were reflected as a short-term obligation until subsequently redeemed on November 1, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.