STOCK TITAN

Diamondback Energy (FANG) CAO reports RSU grants and tax-withheld shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Diamondback Energy executive Teresa L. Dick, CAO and Executive Vice President, reported equity award activity in company common stock. She acquired 5,250 time-based restricted stock units that vest in three equal installments beginning on March 1, 2026, and 18,432 performance-based restricted stock units tied to the 2023–2025 performance period that vested after the compensation committee certified results. The company also carried out several tax-withholding dispositions of shares at $174.08 per share in connection with these and prior time-based awards vesting on March 1, 2026. After these transactions and a small historical correction, she directly holds 118,255 shares of common stock.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting and tax withholding with net share increase.

Teresa L. Dick received equity compensation in the form of 5,250 time-based RSUs and 18,432 performance-based RSUs settled in common stock. These awards stem from the company’s equity incentive plan and reflect both ongoing service and achievement of performance goals over the 2023–2025 period.

Several code F transactions show the issuer withholding shares at a price of $174.08 per share to cover tax obligations upon vesting of performance-based and time-based RSUs. Such tax-withholding dispositions are non-open-market and do not represent discretionary selling. Following these activities and a de minimis correction of prior ownership figures, Dick’s direct holdings stand at 118,255 common shares.

Overall, these entries indicate standard executive equity compensation and settlement mechanics rather than a directional trading signal. Future company filings for periods after March 1, 2026 may provide additional detail on subsequent equity awards or vesting cycles.

Insider Dick Teresa L.
Role CAO, Exec. VP, Assist. Sec.
Type Security Shares Price Value
Grant/Award Common Stock 5,250 $0.00 --
Grant/Award Common Stock 18,432 $0.00 --
Tax Withholding Common Stock 8,153 $174.08 $1.42M
Tax Withholding Common Stock 679 $174.08 $118K
Tax Withholding Common Stock 820 $174.08 $143K
Tax Withholding Common Stock 772 $174.08 $134K
Holdings After Transaction: Common Stock — 110,247 shares (Direct)
Footnotes (1)
  1. These securities are restricted stock units, each representing a contingent right to receive one share of common stock, par value $0.01 per share, of the issuer. These restricted stock units were granted under the issuer's equity incentive plan and will vest in three equal installments beginning on March 1, 2026. The Reporting Person's previous Forms 4 incorrectly overstated the number of shares owned by a de minimis amount. The number of shares beneficially owned by the Reporting Person following the transactions reported herein has been updated accordingly. These securities are performance-based restricted stock units for the performance period from January 1, 2023 to December 31, 2025 that were granted under the issuer's equity incentive plan on March 1, 2023. All of these performance-based restricted stock units vested as of December 31, 2025 following the certification by the issuer's compensation committee of the applicable performance conditions for such performance-based restricted stock unit awards settling on March 1, 2026. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on March 1, 2023 and vested as of December 31, 2025 following the certification by the issuer's compensation committee of the applicable performance conditions for such performance-based restricted stock unit awards settling on March 1, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the third tranche of the time-based restricted stock units granted to the reporting person on March 1, 2024. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the second tranche of the time-based restricted stock units granted to the reporting person on March 1, 2025. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the first tranche of the time-based restricted stock units granted to the reporting person on March 1, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dick Teresa L.

(Last) (First) (Middle)
500 WEST TEXAS AVENUE
SUITE 100

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Diamondback Energy, Inc. [ FANG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO, Exec. VP, Assist. Sec.
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2026 A 5,250(1) A $0 110,247(2) D
Common Stock 03/01/2026 A 18,432(3) A $0 128,679 D
Common Stock 03/01/2026 F 8,153(4) D $174.08 120,526 D
Common Stock 03/01/2026 F 679(5) D $174.08 119,847 D
Common Stock 03/01/2026 F 820(6) D $174.08 119,027 D
Common Stock 03/01/2026 F 772(7) D $174.08 118,255 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities are restricted stock units, each representing a contingent right to receive one share of common stock, par value $0.01 per share, of the issuer. These restricted stock units were granted under the issuer's equity incentive plan and will vest in three equal installments beginning on March 1, 2026.
2. The Reporting Person's previous Forms 4 incorrectly overstated the number of shares owned by a de minimis amount. The number of shares beneficially owned by the Reporting Person following the transactions reported herein has been updated accordingly.
3. These securities are performance-based restricted stock units for the performance period from January 1, 2023 to December 31, 2025 that were granted under the issuer's equity incentive plan on March 1, 2023. All of these performance-based restricted stock units vested as of December 31, 2025 following the certification by the issuer's compensation committee of the applicable performance conditions for such performance-based restricted stock unit awards settling on March 1, 2026.
4. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on March 1, 2023 and vested as of December 31, 2025 following the certification by the issuer's compensation committee of the applicable performance conditions for such performance-based restricted stock unit awards settling on March 1, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
5. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the third tranche of the time-based restricted stock units granted to the reporting person on March 1, 2024. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
6. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the second tranche of the time-based restricted stock units granted to the reporting person on March 1, 2025. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
7. The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the first tranche of the time-based restricted stock units granted to the reporting person on March 1, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
Remarks:
/s/ Matt Zmigrosky, as attorney-in-fact for Teresa L. Dick 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Teresa L. Dick report at Diamondback Energy (FANG)?

Teresa L. Dick reported equity award activity, acquiring 5,250 time-based RSUs and 18,432 performance-based RSUs in Diamondback Energy common stock. The filing also shows several share dispositions used to satisfy tax withholding tied to these vesting awards, rather than open-market stock sales.

Were the Diamondback Energy (FANG) insider transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved grants and vesting of restricted stock units and share dispositions coded “F” to satisfy tax withholding. The issuer withheld shares at a closing price of $174.08 per share to cover these obligations.

How many Diamondback Energy (FANG) shares does Teresa L. Dick now directly own?

After the reported transactions, Teresa L. Dick directly owns 118,255 shares of Diamondback Energy common stock. This balance reflects new restricted stock unit grants, vesting of performance-based awards, tax-withholding share dispositions, and a small correction to previously overstated ownership figures on earlier Forms 4.

What restricted stock units were granted to the Diamondback Energy (FANG) executive?

She received 5,250 time-based restricted stock units, vesting in three equal installments starting March 1, 2026, plus 18,432 performance-based restricted stock units for the January 1, 2023 to December 31, 2025 period. All performance-based units vested after the compensation committee certified required performance conditions.

Why did Diamondback Energy (FANG) withhold shares from Teresa L. Dick’s awards?

Diamondback Energy withheld common shares that otherwise would have been issued to Teresa L. Dick to satisfy tax withholding obligations. These code F transactions related to vesting and settlement of performance-based and time-based RSUs, with the number of withheld shares based on the February 27, 2026 closing price.

Did the Diamondback Energy (FANG) filing correct any prior insider ownership figures?

Yes. The filing notes that previous Forms 4 slightly overstated the number of shares beneficially owned by Teresa L. Dick by a de minimis amount. The updated post-transaction ownership of 118,255 shares reflects this correction along with the current period’s equity award activity.