Reworded10-Q 2026-11-04 vs 10-K 2026-02-25
FANGDiamondback Energy
- Headquarters
- Midland, TX
- CEO
- Hof Matthew Kaes Van't
- Next results
- around Jan 11, 2027
31 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 19 Energy companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•Changes in U.S. trade policy and the impact of tariffs may have a material adverse impact on our business and results of operations.
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•Our success depends on developing our existing leasehold acreage and finding, developing or acquiring additional reserves.
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•Legal proceedings brought against us could result in substantial liabilities and materially and adversely impact our financial condition.
•Failure to comply with cybersecurity and data privacy laws and regulations could have a material effect on our reputation, results of operations or financial loss.
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•Our substantial level of indebtedness could adversely affect our results of operations, business flexibility and our ability to service our debt.
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•The provision of our certificate of incorporation and bylaws requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and employees.
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commodity price volatility, we may be prevented from fully realizing the benefits of increases in the prices of oil, natural gas and natural gas liquids above the price levels of the commodity price derivatives used to manage price risk.
Similar paragraph at 1 of 19 other Energy companies: DVNRead in the 10-K ↗
Additionally, U.S. and non‑U.S. derivatives reforms (including the Dodd‑Frank Act) impose clearing, margin and other requirements. While we do not expect material direct effects, our counterparties’ compliance could increase our hedging costs, limit instrument availability, and heighten counterparty credit exposure, leading to greater earnings and cash flow volatility. These regulations could also depress commodity prices, further reducing our revenues.
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Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.
Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. The recent uncertainty over such policies has caused substantial volatility in commodity, capital and financial markets, increased concerns over domestic and global inflation and adversely impacted consumer confidence in the U.S. and worldwide.
Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for oil and natural gas. Such conditions could have a material adverse impact on our business, results of operations and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Such adverse changes could increase our costs of capital and limit our access to external financing sources to fund acquisitions, repurchases of securities or other capital requirements.
Similar paragraph at 1 of 19 other Energy companies: KMIChanges in tariffs and trade restrictions can be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to taxes and tariffs, are difficult to predict, which makes attendant risks difficult to anticipate and mitigate. If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations.
Similar paragraph at 1 of 19 other Energy companies: KMIRead in the 10-K ↗
12 more
our ability to explore for, produce, transport and process oil and natural gas and successfully carry out our business and financial strategy.
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Our success depends on developing our existing leasehold acreage and finding, developing or acquiring additional reserves.
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failure to complete proposed or future infrastructure projects could delay or eliminate potential efficiencies and related cost savings.
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As of December 31, 2025, we have approximately 8,854 gross (6,541 net) identified economic potential horizontal drilling locations in multiple horizons on our acreage at an assumed price of approximately $50.00 per Bbl WTI. As of December 31, 2025, only 1,351 of our gross identified economic potential horizontal drilling locations in which we have a working interest were attributed to proved reserves. These drilling locations, including those without proved undeveloped reserves, represent a significant part of our growth strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including the availability of capital, construction of infrastructure, unusual or unexpected geological
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Our oil and natural gas operations are subject to various federal, state and local governmental regulations that may be changed from time to time in response to economic and political conditions. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation.
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Even if federal regulatory burdens temporarily ease, the historic trend of more expansive and stricter environmental legislation and regulations may continue in the long-term, and at the state and local levels. See Items 1 and 2. Business and Properties—Regulation of this report for a detailed description of certain laws and regulations that affect us.
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On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was signed into law. Among other provisions, the OBBB provides for immediate expensing of research or experimental expenses, bonus depreciation for qualified tangible property, deductible intangible drilling costs for purposes of the CAMT, and enhancements to limits on business interest expense deductions. The OBBB also imposes limits on deductibility of charitable contributions by corporations. For 2025, the net effect of the OBBB was to accelerate our tax deductions and thus favorably affect our cash flow, but to the extent that our tax deductions may be limited or deferred by the applicable provisions of the OBBB in future periods, the amount and timing of our cash tax obligations may be adversely affected.
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Additionally, the development, deployment and use of artificial intelligence (“AI”) and machine learning in our operations and those of our service providers and partners could introduce new risks, including increased exposure to cybersecurity threats and social engineering, inadvertent disclosure or misuse of confidential, proprietary or personal information, errors, bias or other unexpected outcomes in AI outputs used for operational decision‑making, and evolving and potentially divergent regulatory requirements that may restrict certain uses of AI or increase compliance costs. AI adoption may require significant investment, specialized talent and access to high‑quality data, and our competitors may adopt AI more effectively than we do. Failures or limitations in AI tools, misuse by employees or third parties, or disruptions or breaches involving AI‑enabled systems could adversely affect our business, reputation, financial condition and results of operations.
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Rapid growth in AI-related data centers and other high‑intensity computing is materially increasing regional electricity demand and straining grids, which—together with extreme weather conditions, intermittent renewable generation, and other market constraints—can reduce power availability, increase prices (including scarcity pricing), and cause outages. Reduced power reliability could disrupt our drilling, completion, and production activities; impair midstream operations; hinder remote monitoring and data integrity; and force suspensions or shutdowns or unplanned spending on backup power and communications, any of which could have a material adverse effect on our business and results of operations.
Legal proceedings brought against us could result in substantial liabilities and materially and adversely impact our financial condition.
Like many oil and gas companies, we are involved in various legal proceedings, including threatened claims, such as contractual, title and royalty disputes. The cost to settle legal proceedings (asserted or unasserted) or satisfy any resulting unfavorable judgment against us in such proceedings could result in a substantial liability or the loss of interests, which could materially and adversely impact our cash flows, operating results and financial condition for the period in which any such effect becomes reasonably estimable. Judgments and estimates to determine accruals or range of losses related to legal proceedings are difficult to predict and could change from one period to the next, and such changes could be material. Current accruals may be insufficient to satisfy any such judgments. Legal proceedings could also result in negative publicity about the Company. Defending these actions, especially purported class actions, can be costly and can distract management and other personnel from their primary responsibilities. In addition, many of our proceedings are in their early stages. Where this is the case, the allegations and damage theories have not been fully developed, and are all subject to inherent uncertainties. As a result, management’s view of the likelihood of a material and adverse financial impact from any such
proceeding may change in the future. See Note 15—Commitments and Contingencies in Item 8. Financial Statements and Supplementary Data of this report.
Failure to comply with cybersecurity and data privacy laws and regulations could have a material adverse effect on our reputation, results of operations or financial condition.
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We regularly experience attempted cyberattacks and other incidents, including phishing attacks and attacks on certain of our third-party providers, and we expect future cyberattacks and incidents to occur in varying degrees. To date, no incidents have materially affected our company, including our business strategy, results of operations or financial condition, but we cannot guarantee that material incidents will not occur in the future.
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Our substantial indebtedness could adversely affect our results of operations, business flexibility and our ability to service our debt.
Similar paragraph at 1 of 19 other Energy companies: SLBRead in the 10-K ↗
The provision of our certificate of incorporation and bylaws requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and employees.
Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware generally shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, our certificate of incorporation or bylaws or (iv) any other action asserting a claim against the Company governed by the internal affairs doctrine. This choice of forum provision does not waive our compliance with our obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act or by the Securities Act of 1933, as amended.
This choice of forum provision may increase costs to bring a claim, discourage claims or limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with the Company or our directors, officers or employees, which may discourage such lawsuits against the Company and its directors, officers and employees, even though an action, if successful, might benefit our stockholders. Alternatively, if a court were to find the choice of forum
provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could increase our costs of litigation and adversely affect our business and financial condition.
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New in the latest 10-Q
14 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On September 8, 2026, a wholly owned subsidiary of the Company entered into a joint venture agreement with a third party to form a power JV (the “Power JV”) to pursue power generation development opportunities. The Company’s initial contributions to the Power JV consisted of approximately $ 78 million in pre-funded capital contributions and 1,433 acres of net surface acreage with a fair value of approximately $ 22 million in exchange for a 35 % membership interest.
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As of September 30, 2026, the Power JV met the definition of a VIE in which the Company has a variable interest. The Company has determined it is not the primary beneficiary as it does not have the power to direct the activities that most significantly affect the Power JV’s economic performance. Accordingly, the Company accounts for its investment in the Power JV under the equity method of accounting and includes its investment in the caption “Other assets” on the condensed consolidated balance sheet.
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At September 30, 2026, the Company’s maximum exposure to any potential losses associated with the Power JV was limited to the Company’s investment of approximately $ 100 million. Should independent financing not be obtained and utilized by the Power JV, the Company has agreed to fund certain additional capital commitments which it estimates could range between approximately $ 250 million and $ 700 million.
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On August 16, 2026, the Company entered into a joint venture agreement with certain third parties to form SPS Parent, LLC (the “Solitude JV”) for the purpose of constructing and operating two large intrastate natural gas pipelines from the Permian Basin to Katy, Texas. The Company received a 7.5 % membership interest in the Solitude JV and funded $ 25 million in capital commitments during the three months ended September 30, 2026. As of September 30, 2026, the Solitude JV was assessed and determined to be a VIE in which the Company has variable interests. The Company has determined it is not the primary beneficiary as it does not have the power to direct the activities that most significantly affect the Solitude JV. Accordingly, the Company accounts for its investment in the Solitude JV under the equity method of accounting and includes its investment in the caption “Other assets” on the condensed consolidated balance sheet.
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At September 30, 2026, the Company’s maximum exposure to potential losses for the Solitude JV, including its current investment and future unfunded capital commitments, was approximately $ 269 million.
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(1) Total revenues in the condensed consolidated statements of operations include revenues from sources other than contracts with customers of approximately $ 26 million and $ 10 million for the three months ended September 30, 2026 and 2025, respectively, and $ 59 million and $ 24 million for the nine months ended September 30, 2026 and 2025, respectively.
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In two separate but related transactions in September 2026, Viper acquired, from third-party sellers, mineral and royalty interests representing approximately 7,359 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $ 529 million, subject to customary post-closing adjustments and including certain transaction costs and $ 49 million of deferred consideration payable in equal quarterly installments through June 2029 (the “Viper McElroy Ranch Acquisition”). Approximately $ 16 million of the deferred consideration payable is reflected in the caption “Other accrued liabilities” on the Company’s condensed consolidated balance sheet at September 30, 2026 and approximately $ 33 million is reflected in the caption “Other long-term liabilities.” Viper funded the initial cash consideration for the transactions through a combination of cash on hand and borrowings under the Viper Revolving Credit Facility (as defined and discussed in Note 8 - Debt).
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On September 29, 2026, Diamondback entered into a first amendment of the stockholders agreement with SGF, which, among other things, provides the right to designate (i) two directors to the board of directors if SGF beneficially owns between 10 % and 25 % of the Company’s outstanding common stock, and (ii) no directors to the board of directors if SGF beneficially owns less than 10 % of the Company’s outstanding common stock. In connection with the first amendment, two of the directors previously designated by the Endeavor equityholders resigned from the Company’s board of directors on September 29, 2026 and September 30, 2026.
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In October 2026, we retired an aggregate of approximately $893 million of our senior notes for total cash consideration of approximately $889 million, including accrued interest. See Note 16 - Subsequent Events for further discussion of these retirements.
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In two separate but related transactions in September 2026, Viper completed the Viper McElroy Ranch Acquisition, which included approximately 7,359 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $529 million, subject to customary post-closing adjustments and including certain transaction costs and $49 million of deferred consideration payable in equal quarterly installments through June 2029. Viper funded the cash consideration through a combination of cash on hand and borrowings under the Viper Revolving Credit Facility.
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For the fourth quarter of 2026, we expect to maintain operational activity levels consistent with the third quarter of 2026. Looking forward to 2027, we expect that our strategic plan and related activity levels will be dictated by prevailing market conditions. Market conditions that will determine our activity levels include, but are not limited to, the commodity pricing environment, inflationary pressures and basin-wide activity levels.
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excluding purchased oil expense, of approximately $361 million, (iii) an increase of $271 million in cash paid for taxes, and (iv) an increase of $98 million in cash paid for interest. See “ - Results of Operations” for discussion of significant changes in our revenues and expenses.
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During the third quarter of 2026, we made investments in the Power JV and the Solitude JV as discussed in Note 2 - Summary of Significant Accounting Policies. At September 30, 2026, we expect to fund certain future capital commitments related to these investments which we estimate will range from approximately $494 million to approximately $944 million in the aggregate.
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Other information
On August 12, 2026, Charles A. Meloy, a member of the board of directors of the Company, adopted a Rule 10b5-1 trading arrangement intended to satisfy Rule 10b5-1(c), as amended. The plan relates to the sale of up to 150,000 shares of our common stock between December 14, 2026 and May 28, 2027. The shares covered by this plan include shares of common stock currently held by Wolfrock Energy, L.L.C., a Texas limited liability company, of which Mr. Meloy is the sole manager and has voting and dispositive power over the shares of common stock.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
As of the date of this filing, we continue to be subject to the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026, and in subsequent filings we make with the SEC. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.
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