Amendments to Bylaws Form 8 K

On September 18, 2024, the Board of Directors (the "Board") of Diamondback Energy, Inc. (the "Company") approved and adopted, effective as of that date, certain amendments to the Company's Fourth Amended and Restated Bylaws (the "Fourth A&R Bylaws"), which are reflected in the Company's Fifth Amended and Restated Bylaws (the "Fifth A&R Bylaws"). The Fifth A&R Bylaws, among other things, (i) add provisions clarifying that stockholder requests for a special meeting are deemed to be revoked if the then-unrevoked stockholder requests represent ownership of the Company's securities below the Requisite Percent (as such term is defined therein) or if certain representations of the requesting stockholders become inaccurate, as well as certain notice requirements associated therewith, (ii) add a requirement that the form of notice by a stockholder or stockholders requesting a special meeting must include an acknowledgement of the deemed revocations described in the foregoing clause (i), (iii) add (a) stockholder requests received by the Company within 30 days following the date of the Company's most recent annual meeting of stockholders and (b) requests that fail to comply with procedural requirements as improper or overlapping business for which the Chairman of the Board or Board may refuse to call a special meeting, (iv) add a provision allowing the Secretary of the Company to refuse to accept and to consider ineffective stockholder requests for a special meeting for improper or overlapping business, (v) add additional means by which a proper notice of an adjourned meeting may be given, (vi) amend provisions of the Fourth A&R Bylaws to comport with the current General Corporation Law of the State of Delaware by (a) removing the requirement for stockholders lists to be made available at a meeting of stockholders and (b) clarifying that attachments included in a notice to stockholders are considered part of such notice, (vii) expand certain representations, warranties and indemnification required of nominating stockholders utilizing the proxy access provision and (viii) contain certain other revisions made for the purposes of clarity and consistency.

The descriptions of the amendments set forth in the Fifth A&R Bylaws are qualified in their entirety by reference to the full text of the Fifth A&R Bylaws, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.