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Diamondback Energy (FANG) EVP logs RSU grants and tax-share withholdings

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

Rhea-AI Filing Summary

Diamondback Energy EVP Matt Zmigrosky reported equity compensation activity involving common stock. He acquired 7,583 restricted stock units that vest in three equal installments beginning on March 1, 2026, and 21,434 shares delivered upon settlement of previously granted performance-based restricted stock units for the 2023–2025 performance period.

The company withheld 8,450, 739, 970 and 995 shares at a price of $174.08 per share to cover tax withholding obligations tied to multiple restricted stock unit vestings settling on March 1, 2026. After these grants and tax-related share withholdings, Zmigrosky directly owned 81,392 shares of Diamondback Energy common stock. The Form 4 also corrects prior filings that had slightly overstated his beneficial ownership.

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Insider Zmigrosky Matt
Role EVP, Chief Legal and Admin Off
Type Security Shares Price Value
Grant/Award Common Stock 7,583 $0.00 --
Grant/Award Common Stock 21,434 $0.00 --
Tax Withholding Common Stock 8,450 $174.08 $1.47M
Tax Withholding Common Stock 739 $174.08 $129K
Tax Withholding Common Stock 970 $174.08 $169K
Tax Withholding Common Stock 995 $174.08 $173K
Holdings After Transaction: Common Stock — 71,112 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, 2025. 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.
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)
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 7,583(1) A $0 71,112(2) D
Common Stock 03/01/2026 A 21,434(3) A $0 92,546 D
Common Stock 03/01/2026 F 8,450(4) D $174.08 84,096 D
Common Stock 03/01/2026 F 739(5) D $174.08 83,357 D
Common Stock 03/01/2026 F 970(6) D $174.08 82,387 D
Common Stock 03/01/2026 F 995(7) D $174.08 81,392 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, 2025.
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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Diamondback Energy EVP Matt Zmigrosky report on this Form 4 for FANG?

Matt Zmigrosky reported equity compensation activity in Diamondback Energy common stock. The filing shows new restricted stock unit awards, settlement of performance-based restricted stock units, and related tax withholding share dispositions, all occurring on March 1, 2026, under the company’s equity incentive plan.

How many Diamondback Energy (FANG) shares did Matt Zmigrosky acquire in this Form 4?

He acquired 7,583 time-based restricted stock units and 21,434 shares from settling performance-based restricted stock units. The time-based units vest in three equal installments beginning March 1, 2026, while the performance-based units relate to the January 1, 2023 to December 31, 2025 performance period.

Were Matt Zmigrosky’s Diamondback Energy Form 4 transactions open-market sales?

No, the dispositions were coded “F,” indicating tax-withholding transactions. Diamondback Energy withheld 8,450, 739, 970 and 995 shares of common stock to satisfy tax obligations arising from restricted stock unit vesting, using a $174.08 per-share value, rather than open-market share sales.

What stock price did Diamondback Energy use for Matt Zmigrosky’s tax withholding shares?

The company used a share value of $174.08 for tax-withholding dispositions. Shares were withheld to cover taxes on performance-based restricted stock units and multiple time-based restricted stock unit tranches vesting and settling on March 1, 2026, consistent with the equity incentive plan’s mechanics.

How many Diamondback Energy (FANG) shares does Matt Zmigrosky own after these transactions?

Following the reported grants, settlements and tax-withholding share dispositions, Matt Zmigrosky directly owned 81,392 shares of Diamondback Energy common stock. This updated ownership figure also reflects a minor correction to previously overstated holdings disclosed in earlier Forms 4 filed by the reporting person.

Did this Diamondback Energy Form 4 correct Matt Zmigrosky’s prior reported ownership?

Yes, the filing states his previous Forms 4 overstated his beneficial ownership by a de minimis amount. The number of shares reported as beneficially owned following the March 1, 2026 transactions has been updated to provide an accurate post-transaction ownership balance.

What are the key vesting terms for Matt Zmigrosky’s new restricted stock units at Diamondback Energy?

The new 7,583 restricted stock units each represent one share of Diamondback common stock. They were granted under the company’s equity incentive plan and will vest in three equal installments, with the first installment scheduled to vest on March 1, 2026.