Diamondback Energy directors Holderness, Robertson resign

The Stephens Majority may designate two directors when the Stephens Stockholders beneficially own at least 10% but less than 25% of Outstanding Shares.

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Form Type

8-K

Rhea-AI Filing Summary

Diamondback Energy, Inc. amended its Stockholders Agreement with SGF FANG Holdings, LP on September 29, 2026. The Stephens Majority is entitled to designate two directors if the Stephens Stockholders beneficially own at least 10% but less than 25% of Outstanding Shares; if they own less than 10%, the Stephens Majority is entitled to designate no directors.

Directors Darin Holderness and Lance Robertson resigned from the Board on September 29, 2026 and September 30, 2026, respectively, in connection with a Board Stepdown. The company stated the resignations were not due to any disagreement with it on matters relating to its operations, policies or practices.

Insights

Analyzing...

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Director designations: 2 directors Lower ownership threshold: 10% Upper ownership threshold: 25% +1 more

4 metrics

Director designations 2 directors If the Stephens Stockholders beneficially own at least 10% but less than 25% of Outstanding Shares

Lower ownership threshold 10% The Stephens Stockholders must beneficially own at least this amount for the two-director designation right

Upper ownership threshold 25% The two-director designation right applies when ownership is less than this amount

Director designations below threshold 0 directors If the Stephens Stockholders beneficially own less than 10% of Outstanding Shares

Key Terms

Stephens Majority, Outstanding Shares, Board Stepdown

3 terms

Stephens Majority technical

"the Stephens Majority is entitled to designate"

Outstanding Shares technical

"beneficially own at least 10% but less than 25% of the Outstanding Shares"

Outstanding shares are the total number of a company's stock units that are owned by all external investors and insiders, excluding any shares the company holds itself. They matter to investors because they determine each shareholder’s slice of ownership, how company value is divided per share (affecting price and earnings-per-share calculations), and the weight of voting power—like how slicing a pizza into more or fewer pieces changes the size of each person’s share.

Board Stepdown technical

"in connection with a Board Stepdown"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board designation rights did Diamondback Energy (FANG) amend?

The Stephens Majority is entitled to designate two directors if the Stephens Stockholders beneficially own at least 10% but less than 25% of Outstanding Shares. If they own less than 10%, the Stephens Majority is entitled to designate no directors.

Why did Darin Holderness and Lance Robertson leave FANG's board?

Darin Holderness and Lance Robertson resigned in connection with a Board Stepdown, effective September 29, 2026 and September 30, 2026, respectively. The company stated the resignations were not due to disagreement with it on matters relating to its operations, policies or practices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 04:05 PM Accepted by SEC EDGAR 09/30/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 29, 2026

DIAMONDBACK ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

001-35700

45-4502447

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

500 West Texas Ave.

Suite 100

Midland, TX

79701

(Address of principal
executive offices)

(Zip Code)

(432) 221-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

FANG

The Nasdaq Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2026, Diamondback Energy, Inc. (the “Company”) and SGF FANG Holdings, LP entered into the First Amendment (the “Amendment”) to the Stockholders Agreement, dated as of September 10, 2024 (as amended, supplemented or joined from time to time, the “Stockholders Agreement”).

The Amendment provides, among other things, that the Stephens Majority (as defined in the Stockholders Agreement) is entitled to designate (x) two directors to the board of directors of the Company (the “Board”) if the Stephens Stockholders (as defined in the Stockholders Agreement), in the aggregate, beneficially own at least 10% but less than 25% of the Outstanding Shares (as defined in the Stockholders Agreement), and (y) no directors to the Board if the Stephens Stockholders beneficially own less than 10% of the Outstanding Shares.

A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with a Board Stepdown (as defined in the Stockholders Agreement), and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, Darin Holderness and Lance Robertson resigned from the Board on September 29, 2026 and September 30, 2026, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1*		First Amendment to Stockholders Agreement, dated as of September 29, 2026, by and between Diamondback Energy, Inc. and SGF FANG Holdings, LP.
104		Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.

* Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DIAMONDBACK ENERGY, INC.

Date:	September 30, 2026

		By:	/s/ Teresa L. Dick
		Name:	Teresa L. Dick
		Title:	Executive Vice President of Accounting and Assistant Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 20.8 KB