Update Regarding Litigation Related to the Merger
As previously disclosed, on December 20, 2020, QEP Resources, Inc., a Delaware corporation (the QEP or the
Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with Diamondback Energy, Inc. (Diamondback) and Bohemia Merger Sub, Inc., a wholly owned
subsidiary of Diamondback (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the Merger) with the Company surviving as a wholly owned subsidiary of
Diamondback.
As of March 3, 2021, nine individual lawsuits Wang v. QEP Resources, Inc. et al, No. 1:21-cv-00651-NRB (S.D.N.Y., Filed January 25, 2021) (the Wang Complaint);
Andescavage v. QEP Resources, Inc. et al, No. 1:21-cv-00096-CFC (D. Del., Filed January 27, 2021) (the
Andescavage Complaint); Seale v. QEP Resources, Inc. et al, No. 1:21-cv-0303-NRN (D. Colo.,
Filed January 29, 2021) (the Seale Complaint; Hutchinson v. QEP Resources Inc. et al, No.
1:21-cv-01020-VEC (S.D.N.Y., Filed February 4, 2021) (the Hutchinson
Complaint); Andersen v. QEP Resources, Inc. et al, No. 1:21-cv -01010-NRB (S.D.N.Y., Filed February 4, 2021) (the
Andersen Complaint); Lozano v. QEP Resources, Inc. et al, No. 1:21-cv-00651-NRB (S.D.N.Y., Filed
February 5, 2021) (the Lozano Complaint); Holten v. QEP Resources, Inc. et al, No.
1:21-cv-00651-NRB (S.D.N.Y., Filed February 5, 2021) (the Holten Complaint;
Tarver v. QEP Resources, Inc. et al, No. 1:21-cv-01231-NRB (S.D.N.Y., Filed February 11, 2021) (the
Tarver Complaint); Rodriguez v. QEP Resources, Inc. et al, No. 1:21-cv-00450-SKC (D. Colo.,
Filed February 16, 2021) (the Rodriguez Complaint and, together with the Wang Complaint, the Adescavage Complaint, the Seale Complaint, the Hutchinson Complaint, the Andersen Complaint, the Lozano
Complaint, the Holten Complaint, the Tarver Complaint and the Rodriguez Complaint, the Complaints) have been filed by purported QEP stockholders in United States District Courts in
connection with the Merger. The Complaints allege, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated
thereunder, by causing a materially incomplete and misleading (i) proxy statement (the Proxy Statement) to be filed by QEP with the U.S. Securities and Exchange Commission (the SEC) on
February 10, 2021 and (ii) Form S-4 Registration Statement (the Registration Statement) to be filed by Diamondback with the SEC on February 3, 2021. Each
Complaint seeks various forms of relief, including injunctive relief and an award of attorneys fees and expenses.
Supplemental Proxy
Statement Disclosure
The Company is electing to make the supplemental disclosures to the Proxy Statement set forth below in
response to the Complaints and solely for the purpose of mooting the allegations contained therein. The Company denies the allegations set forth in each Complaint, and denies any violation of law. The Company believes that the Proxy Statement
disclosed all material information required to be disclosed therein, and denies that the supplemental disclosures are material or are otherwise required to be disclosed. The Company is disclosing this information solely to eliminate the burden and
expense of further litigation.
SUPPLEMENT TO PROXY STATEMENT
This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Page references
in the below disclosures are to the pages in the Proxy Statement as filed with the Securities and Exchange Commission (the SEC), and defined terms used but not defined herein have the meanings set forth in the Proxy
Statement. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company makes the following amended and supplemental disclosures: