Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On September 28, 2022, the board of directors of Diamondback Energy, Inc. (the
"Company") adopted the Company's Third Amended and Restated Bylaws (the "Third
Amended and Restated Bylaws"), effective as of such date of adoption.

The Third Amended and Restated Bylaws amended and restated the Company's prior
bylaws primarily to address the universal proxy rules adopted by the Securities
and Exchange Commission and included the following changes:

•certain updated procedures in connection with stockholder nominations of
directors, including certain additional information requirements with respect to
nominating stockholders, their proposed nominees and other persons related to a
stockholder's solicitation of proxies;
•a requirement for a stockholder submitting a nomination notice to make a
representation as to whether such stockholder intends to solicit proxies in
support of director nominees other than the Company's nominees in accordance
with Rule 14a-19 under the Securities Exchange Act of 1934, as amended and, on
request of the Company, to provide reasonable evidence that certain requirements
of such rule have been satisfied; and
•a requirement that a stockholder directly or indirectly soliciting proxies from
other stockholders use a proxy card color other than white.

The foregoing description is qualified in its entirety by reference to the text
of the Third Amended and Restated Bylaws, which are attached hereto as Exhibit
3.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits


Exhibit Number             Description
        3.1*                 Third Amended and Restated Bylaws of

Diamondback Energy, Inc., adopted as


                           of September 28, 2022.
        104                Cover Page Interactive Data File (formatted as Inline XBRL).


                                *   Filed herewith.

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