Item 3.02. Unregistered Sales of Equity Securities.



On November 16, 2022, Diamondback Energy, Inc. (the "Company") and Diamondback
E&P LLC (the "Buyer"), a wholly owned subsidiary of the Company, entered into a
definitive purchase and sale agreement with Lario Permian, LLC, a wholly owned
subsidiary of Lario Oil & Gas Company, and certain associated sellers
(collectively, the "Sellers"), pursuant to which the Buyer will acquire
approximately 25,000 gross (15,000 net) acres in the Northern Midland Basin and
certain related oil and gas assets of the Sellers (the "Pending Acquisition").
Consideration for the Pending Acquisition consists of $850 million in cash and
approximately 4.18 million shares of the Company's common stock, par value $0.01
per share (the "Shares"), subject to customary adjustments. The cash portion of
this transaction is expected to be funded through a combination of cash on hand,
borrowings under the Company's credit facility and/or proceeds from a senior
notes offering. The Shares will be issued in reliance upon the exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(a)(2) of the Securities Act as sales by
an issuer not involving any public offering. The Pending Acquisition is expected
to close on January 31, 2023.


Item 8.01. Other Events.

On November 16, 2022, the Company issued a press release announcing the Pending
Acquisition. A copy of the Company's press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits


Exhibit Number             Description
        99.1                 Press release, dated November 16, 2022,

entitled "Diamondback Energy, Inc.


                           Announces Northern Midland Basin Acquisition."
        104                Cover Page Interactive Data File (formatted as Inline XBRL).

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