{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-24-040726","form_type":"8-K","ticker":"FANG","cik":"0001539838","company_name":"Diamondback Energy, Inc.","filed_at":"2024-09-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:13.454260+00:00","generated_at":"2026-05-31T05:38:22.106380+00:00","sec_items":["1.01","2.01","3.02","3.03","5.03","5.02","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Diamondback closes Endeavor merger; $7.1B cash + 117.3M shares, board expanded to 12","bullets":["Acquisition closed Sept 10; Diamondback paid ~$7.1B cash and ~117.3M common shares to acquire 100% of Endeavor.","Endeavor stockholders received ~39.7% of Diamondback's outstanding shares post-close, governed by Stockholders Agreement filed.","Board expanded to 12 directors with appointments of Lance Robertson (former Endeavor CEO), Charles Meloy, and Robert K. Reeves.","Charter amended to double authorized common shares from 400M to 800M, approved by stockholders on April 26, 2024.","HSR waiting period expired Sept 9; stockholder litigation over stockholder agreement provisions settled for $495K mootness fee."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-24-040726","json":"https://secwatch.observer/filing/0001140361-24-040726.json","markdown":"https://secwatch.observer/filing/0001140361-24-040726.md","text":"https://secwatch.observer/filing/0001140361-24-040726.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/0001140361-24-040726-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T05:38:22.106380+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"344c8880c7","claim":"Lance Robertson was appointed as Director at Diamondback Energy, Inc..","evidence_excerpt":"Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/0001140361-24-040726-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"50cbdd98b6","claim":"Robert K. Reeves was appointed as Director at Diamondback Energy, Inc..","evidence_excerpt":"Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/0001140361-24-040726-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"73bad7afaf","claim":"Charles Meloy was appointed as Director at Diamondback Energy, Inc..","evidence_excerpt":"Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/0001140361-24-040726-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"05ef9d0307893a29e7ef83d326c53dcb1307c8a4","claim":"Diamondback Energy, Inc. completed an acquisition involving Endeavor Parent, LLC for cash consideration of approximately $7.1 billion and approximately 117.3 million shares of Company Common Stock (closed 2024-09-10).","evidence_excerpt":"On the Closing Date, the Acquisition was completed and the Company acquired 100% of the Endeavor Interests from the Endeavor Stockholders in exchange for, in the aggregate, (i) cash consideration of approximately $7.1 billion (which is subject to certain customary post-closing adjustment under the terms of the Merger Agreement) and (ii) approximately 117.3 million shares of Company Common Stock.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/0001140361-24-040726-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Endeavor Parent, LLC"},{"label":"Consideration","value":"cash consideration of approximately $7.1 billion and approximately 117.3 million shares of Company Common Stock"},{"label":"Closing","value":"2024-09-10"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}