Diamondback Energy, Inc.

9. STOCKHOLDERS’ EQUITY AND EARNINGS (LOSS) PER SHARE

Common Stock Repurchase Program

The Company’s board of directors has approved a common stock repurchase program to acquire up to $8.0 billion of the Company’s outstanding common stock, excluding excise tax. Purchases under the repurchase program may be made from time to time in open market or privately negotiated transactions, and are subject to market conditions, applicable regulatory and legal requirements, contractual obligations and other factors. The repurchase program does not require the Company to acquire any specific number of shares. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors at any time. During the years ended December 31, 2025, 2024 and 2023, the Company repurchased approximately $2.0 billion, which includes $305 million for the repurchase of 2.0 million shares from SGF, $959 million and $838 million of common stock under the repurchase program, respectively, in each case excluding excise tax. For further discussion on the repurchase from SGF, see Note 7—Related Party Transactions. As of December 31, 2025, approximately $2.7 billion remained available for future repurchases under the Company’s repurchase program, excluding excise tax.

Viper’s Repurchase Program

Previously, Viper’s board of directors approved a repurchase program to acquire up to $750 million of Viper’s outstanding Class A common stock, excluding excise tax, over an indefinite period of time. On December 10, 2025, Viper’s board of directors expanded the repurchase program to also include repurchases of Viper’s outstanding Class B common stock and Viper LLC units, in each case excluding excise tax. During the year ended December 31, 2025, Viper repurchased approximately $194 million under its repurchase program, excluding excise tax. During the year ended December 31, 2024, Viper hadno repurchases under its repurchase program and during the year ended December 31, 2023, Viper repurchased approximately $95 million under its repurchase program, excluding excise tax. As of December 31, 2025, $241 million remains available under Viper’s repurchase program, excluding excise tax.

Viper 2025 Equity Offering

On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of Viper’s Class A common stock, which included approximately 3.70 million shares issued pursuant to an option to purchase additional shares of Viper’s Class A common stock granted to the underwriters, at a price to the public of $44.50 per share for total net proceeds to Viper of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “Viper 2025 Equity Offering”). The net proceeds were used to fund (i) a portion of Viper’s cash consideration for the 2025 Drop Down, (ii) cash consideration for other acquisitions, and (iii) for general corporate purposes.

Viper 2024 Equity Offering

On September 13, 2024, Viper completed an underwritten public offering of approximately 11.5 million shares of Viper’s Class A common stock, which included 1.5 million shares issued pursuant to an option to purchase additional shares of Viper’s Class A common stock granted to the under writers, at a price to the public of $42.50 per share for total net proceeds to Viper of approximately$476 million, after the underwriters’ discount andtransaction costs (the “Viper 2024 Equity Offering”). The net proceeds were used to fund a portion of the cash consideration forthe Viper TWR Acquisition.

Change in Ownership of Consolidated Subsidiaries

Non-controlling interests in the accompanying consolidated financial statements represent interests in Viper held by parties other than the Company and are presented as a component of equity. When the Company’s relative ownership interests in Viper change, adjustments to non-controlling interest and additional paid-in-capital, tax effected, will occur.

The following table summarizes changes in the ownership interest in consolidated subsidiaries during the respective periods presented:

Dividends

The following table presents dividends and distribution equivalent rights paid on the Company’s common stock during the respective periods:

Dividends to Non-Controlling Interest

During the years ended December 31, 2025, 2024 and 2023, Viper paid $382 million, $227 million and $129 million of dividends/distributions to its public shareholders, excluding Diamondback, in accordance with the dividend policy approved by its board of directors. These dividends are reflected under the caption “Dividends/distributions to non-controlling interest” on the Company’s consolidated statements of stockholders’ equity and consolidated statements of cash flows.

Earnings (Loss) Per Share

The Company’s earnings (loss) per share amounts have been computed using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of common stock and participating securities. Basic earnings (loss) per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share include the effect of potentially dilutive shares outstanding for the period. Additionally, the per share earnings of Viper are included in the consolidated earnings per share computation based on the consolidated group’s holdings of the subsidiaries.

A reconciliation of the components of basic and diluted earnings (loss) per common share is presented below:

(1)Unvested restricted stock units and performance-based restricted stock unit awards that contain non-forfeitable distribution equivalent rights are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.

10. EQUITY-BASED COMPENSATION

Under the Equity Plan approved by the board of directors, the Company is authorized to issue up to 11.8 million shares of incentive and non-statutory stock options, restricted stock awards and restricted stock units, performance awards and stock appreciation rights to eligible employees. The Company currently has outstanding restricted stock units and performance-based restricted stock units under the Equity Plan. At December 31, 2025, approximately 3.80 million shares of common stock remain available for future grants under the Equity Plan. The Company classifies its restricted stock units and performance-based restricted stock units as equity-based awards and estimates the fair values of restricted stock awards and units as the closing price of the Company’s common stock on the grant date of the award, which is expensed over the applicable vesting period.

In addition to the Equity Plan, Viper maintains its own long-term incentive plan, which is not significant to the Company.

The following table presents the financial statement impacts of equity compensation plans and related costs on the Company’s financial statements:

Restricted Stock Units

The following table presents the Company’s restricted stock unit activity during the year ended December 31, 2025 under the Equity Plan:

The aggregate grant date fair value of restricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $62 million, $57 million and $48 million, respectively. As of December 31, 2025, the Company’s unrecognized compensation cost related to unvested restricted stock units was $105 million, which is expected to be recognized over a weighted-average period of 2.1 years.

Performance-Based Restricted Stock Units

To provide long-term incentives for executive officers to deliver competitive returns to the Company’s stockholders, the Company has granted performance-based restricted stock units to eligible employees. The ultimate number of shares awarded from these conditional restricted stock units is based upon measurement of TSR of the Company’s common stock as compared to a designated peer group during athree-year performance period.

In March 2025, eligible employees received performance restricted stock unit awards totaling 171,638 units from which a minimum of 0% and a maximum of 200% of the units could be awarded based upon the measurement of TSR of the Company’s common stock as compared to a designated peer group during thethree-year performance period of January 1, 2025 to December 31, 2027, and cliff vest at December 31, 2027, subject to continued employment. The initial payout of the March 2025 awards will be further adjusted by a TSR modifier that may reduce the payout or increase the payout up to a maximum of 250%. Additionally, in May 2025 the Company granted 14,881 performance restricted stock units under substantially the same terms as the March 2025 performance restricted stock unit awards.

In March 2024, eligible employees received performance restricted stock unit awards totaling 110,989 units from which a minimum of 0% and a maximum of 200% of the units could be awarded based upon the measurement of TSR of the Company’s common stock as compared to a designated peer group during thethree-year performance period of January 1, 2024 to December 31, 2026 and cliff vest at December 31, 2026 subject to continued employment. The initial payout of the March 2024 awards will be further adjusted by a TSR modifier that may reduce the payout or increase the payout up to a maximum of 250%. Additionally, in September 2024 the Company granted 6,750 units under substantially the same terms as the March 2024 performance restricted stock unit awards.

In March 2023, eligible employees received performance restricted stock unit awards totaling 126,347 units from which a minimum of 0% and a maximum of 200% units could be awarded based upon the TSR during thethree-year performance period of January 1, 2023 to December 31, 2025. These awards cliff vested at 200% on December 31, 2025 based upon the outcome of the TSR during the performance period, which did not result in a further TSR modifier being applied. Additionally, in July 2023 the Company granted 1,858 units under substantially the same terms as the March 2023 performance restricted stock unit awards.

The fair value of each performance restricted stock unit issuance is estimated at the date of grant using a Monte Carlo simulation, which results in an expected percentage of units to be earned during the performance period.

The following table presents a summary of the grant-date fair values of performance restricted stock units and the related assumptions for the awards granted during the periods presented:

The following table presents the Company’s performance restricted stock unit activity under the Equity Plan for the year ended December 31, 2025:

(1)A maximum of 780,276 units could be awarded based upon the Company’s final TSR ranking.

As of December 31, 2025, the Company’s unrecognized compensation cost related to unvested performance based restricted stock awards and units was $43 million, which is expected to be recognized over a weighted-average period of 1.7 years.