FANG COO reports equity grants, tax withholding

Diamondback Energy's Exec.

Rhea-AI Filing Summary

Diamondback Energy's Exec. VP & COO Daniel N. Wesson reported equity compensation and related tax-withholding events. On March 1, 2026, he acquired a total of 38,705 shares of common stock through restricted and performance-based stock unit awards granted at $0.00 per share. On March 1, 2026 and March 8, 2026, the issuer withheld 15,533 shares at $174.08 per share to cover tax obligations tied to vesting. Following these transactions, he directly owns 103,289 shares of common stock.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Wesson Daniel N

Role Exec. VP & COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	520	$174.08	$91K
Grant/Award	Common Stock	10,150	$0.00	$0.00
Grant/Award	Common Stock	26,578	$0.00	$0.00
Grant/Award	Common Stock	1,977	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,459	$174.08	$1.82M
Exercise Price or Tax Liability	Common Stock	793	$174.08	$138K
Exercise Price or Tax Liability	Common Stock	1,034	$174.08	$180K
Exercise Price or Tax Liability	Common Stock	1,395	$174.08	$243K
Exercise Price or Tax Liability	Common Stock	1,332	$174.08	$232K

Holdings After Transaction: Common Stock — 103,289 shares (Direct)

Footnotes (9)

1. F1. 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. F2. 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.
3. F3. These securities reflect the vesting and settlement of the second tranche of the performance-based restricted stock units for the performance period from January 1, 2019 to December 31, 2021 that were granted under the issuer's equity incentive plan on March 1, 2019, as certified by the issuer's compensation committee, subject to continuous service requirements, vesting and settling in five substantially equal annual installments beginning on March 1, 2025. The number of shares were determined based on achieving 100% of target upon certification by the compensation committee of attainment of the applicable performance conditions on February 21, 2022.
4. F4. 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. F5. 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 performance-based restricted stock units granted to the reporting person on March 1, 2019. 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. F6. 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.
7. F7. 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.
8. F8. 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.
9. F9. 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, 2019. 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.

FAQ

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

What insider transactions did Diamondback Energy (FANG) COO report?

Diamondback Energy’s COO Daniel N. Wesson reported equity grants and tax-withholding dispositions. He received 38,705 shares through restricted and performance-based stock unit awards and had 15,533 shares withheld at $174.08 per share to satisfy tax obligations related to those vesting awards.

How many shares were granted to the FANG COO in this Form 4?

Wesson was granted 38,705 shares of common stock on March 1, 2026. These came from restricted stock units and performance-based restricted stock units awarded under Diamondback Energy’s equity incentive plan and are scheduled to vest over time according to the plan’s performance and service conditions.

Were the FANG COO’s share dispositions open-market sales?

No, the dispositions were tax-withholding events, not open-market sales. Diamondback Energy withheld 15,533 shares of common stock at $174.08 per share to cover tax liabilities triggered by vesting and settlement of performance-based and time-based restricted stock unit awards.

What equity awards to the FANG COO are tied to performance conditions?

Some awards are performance-based restricted stock units covering a period from January 1, 2023 to December 31, 2025. These vested after the compensation committee certified performance, with settlement on March 1, 2026, and are part of the 38,705 shares reported as acquired.

How many Diamondback Energy shares does the COO own after these transactions?

After the reported equity grants and tax-withholding share dispositions, Daniel N. Wesson directly owns 103,289 shares of Diamondback Energy common stock. This total reflects the net effect of all March 2026 acquisitions and issuers’ share withholdings disclosed in the Form 4.

How do the new restricted stock units for the FANG COO vest?

One block of restricted stock units granted under the equity incentive plan vests in three equal installments beginning on March 1, 2026. Other awards vest based on previously certified performance periods and ongoing service requirements defined by Diamondback Energy’s compensation committee.

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

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Accepted by SEC EDGAR 03/03/2026 - 05:51 PM Learn about SEC filing dates

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
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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^*

Wesson Daniel N

(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)
	Exec. VP & COO

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		10,150(1)	A	$0	90,267	D
Common Stock	03/01/2026		A		26,578(2)	A	$0	116,845	D
Common Stock	03/01/2026		A		1,977(3)	A	$0	118,822	D
Common Stock	03/01/2026		F		10,459(4)	D	$174.08	108,363	D
Common Stock	03/01/2026		F		793(5)	D	$174.08	107,570	D
Common Stock	03/01/2026		F		1,034(6)	D	$174.08	106,536	D
Common Stock	03/01/2026		F		1,395(7)	D	$174.08	105,141	D
Common Stock	03/01/2026		F		1,332(8)	D	$174.08	103,809	D
Common Stock	03/08/2026		F		520(9)	D	$174.08	103,289	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. 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.

3. These securities reflect the vesting and settlement of the second tranche of the performance-based restricted stock units for the performance period from January 1, 2019 to December 31, 2021 that were granted under the issuer's equity incentive plan on March 1, 2019, as certified by the issuer's compensation committee, subject to continuous service requirements, vesting and settling in five substantially equal annual installments beginning on March 1, 2025. The number of shares were determined based on achieving 100% of target upon certification by the compensation committee of attainment of the applicable performance conditions on February 21, 2022.

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 second tranche of the performance-based restricted stock units granted to the reporting person on March 1, 2019. 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 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.

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 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.

8. 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.

9. 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, 2019. 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 Daniel N. Wesson	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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