Diamondback Energy (NASDAQ: FANG) repurchases 2M shares from 10% holder

Rhea-AI Filing Summary

Diamondback Energy’s 10% owner SGF FANG Holdings, LP reported large share sales back to the company. Under a November 28, 2025 letter agreement, SGF FANG sold 1,000,000 shares of Diamondback common stock to the company on February 3, 2026 at the February 3 Nasdaq closing price of $162.88, and another 1,000,000 shares on February 4, 2026 at the February 4 Nasdaq closing price of $168.99.

After these transactions, SGF FANG beneficially owned 97,686,727 Diamondback shares. The filing notes that Mrs. Greth is the ultimate beneficial owner of the shares held of record by SGF FANG and indirectly controls its general partner, SGF Capital, LLC.

Insights

Equity ownership and capital markets analyst

Large 10% holder sells 2M shares back to Diamondback under a pre-agreed arrangement.

SGF FANG Holdings, LP, a 10% owner of Diamondback Energy, sold 1,000,000 shares on February 3, 2026 at $162.88 and 1,000,000 shares on February 4, 2026 at $168.99. Both trades were directly with the company under a November 28, 2025 letter agreement.

Because the counterparty is the issuer, these transactions function as share repurchases from a large holder rather than open‑market sales. SGF FANG’s beneficial holdings declined to 97,686,727 shares, while Mrs. Greth remains the ultimate beneficial owner, indirectly controlling SGF FANG’s general partner.

The filing does not state broader program details beyond this letter agreement. Future company filings may provide additional context on share count trends and any continuing arrangements with significant shareholders.

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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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^*

SGF FANG Holdings, LP

(Last) (First) (Middle)

C/O SGF CAPITAL LLC, KEVIN T. KEEN

8111 DOUGLAS AVENUE, SUITE 1200

(Street)

DALLAS TX 75225

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/03/2026		S(1)		1,000,000	D	$162.88	98,686,727	D
Common Stock	02/04/2026		S(1)		1,000,000	D	$168.99	97,686,727	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

1. Name and Address of Reporting Person^*

SGF FANG Holdings, LP

(Last) (First) (Middle)

C/O SGF CAPITAL LLC, KEVIN T. KEEN

8111 DOUGLAS AVENUE, SUITE 1200

(Street)

DALLAS TX 75225

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Greth Lyndal

(Last) (First) (Middle)

C/O SGF CAPITAL LLC, KEVIN T. KEEN

8111 DOUGLAS AVENUE, SUITE 1200

(Street)

DALLAS TX 75225

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to a letter agreement, dated November 28, 2025, by and between Diamondback Energy, Inc., a Delaware corporation (the "Company"), and SGF FANG Holdings, LP, a Delaware limited partnership ("SGF FANG"), SGF FANG sold 1,000,000 shares of common stock to the Company on February 3, 2026 at the February 3, 2026 closing price of the common stock on Nasdaq and an additional 1,000,000 shares of common stock to the Company on February 4, 2026 at the February 4, 2026 closing price of the common stock on Nasdaq. Mrs. Greth is the ultimate beneficial owner of the shares held of record by SGF FANG and indirectly controls SGF Capital, LLC, its general partner.

	/s/ Kevin T. Keen, Attorney in fact	02/05/2026
	** 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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FAQ

How many Diamondback Energy (FANG) shares did SGF FANG Holdings sell?

SGF FANG Holdings, LP sold a total of 2,000,000 Diamondback Energy common shares. It sold 1,000,000 shares on February 3, 2026 and another 1,000,000 shares on February 4, 2026, as disclosed in the Form 4 filing.

At what prices did SGF FANG Holdings sell its FANG shares to Diamondback Energy?

SGF FANG sold 1,000,000 Diamondback shares at $162.88 on February 3, 2026. It then sold another 1,000,000 shares at $168.99 on February 4, 2026, with both prices based on the respective Nasdaq closing prices.

Who bought the Diamondback Energy shares sold by SGF FANG Holdings?

Diamondback Energy, Inc. itself purchased the shares. Under a November 28, 2025 letter agreement, SGF FANG sold 1,000,000 shares to the company on February 3, 2026 and another 1,000,000 shares to the company on February 4, 2026.

How many Diamondback Energy shares does SGF FANG Holdings own after these transactions?

After the reported transactions, SGF FANG Holdings beneficially owned 97,686,727 shares of Diamondback Energy common stock. This figure reflects the reduction following the two 1,000,000‑share sales back to the company in early February 2026.

Who is the ultimate beneficial owner of SGF FANG Holdings’ Diamondback Energy shares?

The filing states that Mrs. Greth is the ultimate beneficial owner of the Diamondback Energy shares held of record by SGF FANG Holdings. She also indirectly controls SGF Capital, LLC, which serves as SGF FANG’s general partner.

What agreement governed SGF FANG Holdings’ sale of Diamondback Energy shares?

The sales were made under a letter agreement dated November 28, 2025 between Diamondback Energy, Inc. and SGF FANG Holdings, LP. This agreement provided for sales of 1,000,000 shares on February 3, 2026 and 1,000,000 shares on February 4, 2026 to the company.