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FANG Insider Withholding 861 Shares for RSU Taxes; Ownership 67,034

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Matt Zmigrosky, Diamondback Energy (FANG) executive (EVP, Chief Legal and Admin Officer), reported a transaction on 09/10/2025 disposing of 861 shares of common stock at $136.29 per share. The Form 4 indicates the shares were withheld by the issuer to satisfy tax-withholding obligations related to the vesting and settlement of the first tranche of time-based restricted stock units granted on 09/10/2024. Following the withholding, the reporting person beneficially owns 67,034 shares, held directly. The number of shares withheld was determined using the issuer's closing price on 09/09/2025. The Form 4 is signed by the reporting person on 09/11/2025.

Positive

  • Transaction is a tax-withholding on vested RSUs rather than an open-market discretionary sale
  • Reporting person retains substantial direct ownership with 67,034 shares after withholding
  • Clear disclosure of grant date (09/10/2024) and methodology (closing price on 09/09/2025) for withholding

Negative

  • None.

Insights

TL;DR: Routine tax-withholding share disposition for RSU vesting; immaterial change to insider holdings.

The transaction code F and the filing note that 861 shares were withheld to satisfy tax obligations on vested time-based RSUs originally granted on 09/10/2024. At a price of $136.29 per share, this appears to be an administrative withholding rather than an open-market sale for liquidity. Post-transaction direct beneficial ownership remains 67,034 shares, indicating continuity of insider alignment with shareholders. This filing does not present new operational or financial information about Diamondback Energy.

TL;DR: Standard withholding to meet tax liabilities on vested equity; governance practices appear routine and documented.

The Form 4 discloses withholding of shares to satisfy tax withholding on the first tranche of time-based RSUs vested 09/10/2025. The disclosure specifies the withholding calculation used the closing price on 09/09/2025, which is a common and transparent practice. The reporting person signed the form on 09/11/2025, reflecting timely reporting. There is no indication of unexpected insider disposition or governance issues from this filing.

Insider Zmigrosky Matt
Role EVP, Chief Legal and Admin Off
Type Security Shares Price Value
Tax Withholding Common Stock 861 $136.29 $117K
Holdings After Transaction: Common Stock — 67,034 shares (Direct)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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*
Zmigrosky Matt
(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)
EVP, Chief Legal and Admin Off
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025
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 09/10/2025 F 861(1) D $136.29 67,034 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. 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 September 10, 2025 of the first tranche of the time-based restricted stock units granted to the reporting person on September 10, 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 September 9, 2025.
Remarks:
/s/ Matt Zmigrosky 09/11/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Diamondback Energy (FANG) insider Matt Zmigrosky report on 09/10/2025?

He reported the withholding of 861 shares of common stock at $136.29 per share to satisfy tax withholding on vested RSUs.

Why were the 861 shares disposed of according to the Form 4?

The issuer withheld the shares to satisfy the reporting person's tax withholding obligations related to the vesting and settlement of time-based RSUs.

How many shares does Matt Zmigrosky beneficially own after the transaction?

The Form 4 reports 67,034 shares beneficially owned following the withholding transaction.

When were the restricted stock units originally granted?

The first tranche of time-based RSUs was granted on 09/10/2024.

What price was used to determine the number of shares withheld?

The number of shares withheld was determined using the issuer's closing price on 09/09/2025.