Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement



On November 29, 2022, Diamondback Energy, Inc. (the "Company"), entered into an
Underwriting Agreement (the "Underwriting Agreement"), by and among the Company,
as the issuer, Diamondback E&P LLC, as the guarantor ("E&P"), and TD Securities
(USA) LLC, Citigroup Global Markets Inc. and Truist Securities, Inc., as
representatives of the several underwriters named therein (collectively, the
"Underwriters"), providing for the issuance and sale of $650,000,000 aggregate
principal amount of the Company's 6.250% Senior Notes due 2053 (the "New
Notes"). The price to the public for the New Notes was 99.985% of the principal
amount. The New Notes and E&P's guarantee thereof have been registered under the
Securities Act of 1933, as amended (the "Act"), pursuant to a registration
statement on Form S-3 (No. 333-268495), filed with the Securities and Exchange
Commission (the "SEC") and automatically effective on November 21, 2022. The
terms of the New Notes are further described in the Company's prospectus
supplement dated November 29, 2022, as filed with the SEC under Rule 424(b)(2)
of the Act on December 1, 2022 (the "Prospectus"). The closing of the sale of
the New Notes is expected to occur on December 13, 2022, subject to customary
closing conditions.

The New Notes will be the Company's general unsecured senior obligations and
will rank equally in right of payment with all of its existing and future senior
indebtedness, including the Company's outstanding senior notes and its guarantee
of the obligations of E&P, its wholly-owned subsidiary, under the revolving
credit facility with Wells Fargo Bank, National Association, as administrative
agent and the lenders party thereto (as amended, supplemented or otherwise
modified to the date thereof, the "revolving credit facility"), and senior in
right of payment to all of the Company's future indebtedness that is expressly
subordinated in right of payment to the New Notes. The obligations under the New
Notes will be fully and unconditionally guaranteed on a senior unsecured basis
by E&P.

The net proceeds from the sale of the New Notes, after deducting the
underwriting discounts and estimated offering expenses, are expected to be
approximately $642.1 million. The Company intends to use the net proceeds from
the sale of the New Notes for general corporate purposes, including, without
limitation, paying a portion of the cash consideration for the pending
acquisition of all of the leasehold interest and related assets of Lario
Permian, LLC upon closing (if it occurs).

The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by each
of the Company and the respective Underwriters against certain liabilities
arising out of or in connection with sale of the New Notes and for customary
contribution provisions in respect of those liabilities.

As more fully described under the caption "Underwriting (Other Relationships)"
in the Prospectus, some of the Underwriters and their affiliates have engaged
in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or its affiliates.
They have received, or may in the future receive, customary fees and commissions
for these transactions. Specifically, an affiliate of TD Securities (USA) LLC
and certain of the other Underwriters and/or their affiliates serve various
roles under the revolving credit facility.

The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated in this Item 1.01 by reference.


Item 8.01. Other Events.

Press Release

On November 29, 2022, the Company issued a press release announcing the pricing
of the offering of the New Notes. A copy of the press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item
8.01 by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits


Exhibit Number             Description
        1.1                  Underwriting Agreement, dated November 29,

2022, among Diamondback Energy,


                           Inc., Diamondback E&P LLC and     TD     Securities     (USA) LLC    ,
                               Citigroup Global     Marke    ts Inc.     and     Truist Securities
                             Inc., as representatives of the several

underwriters named therein.


        99.1                 Press Release dated November 29, 2022 entitled

"Diamondback Energy Prices


                           Offering of Senior Notes."
        104                Cover Page Interactive Data File (formatted as Inline XBRL).

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