Major Diamondback Energy (FANG) holder sells 12.65M shares in underwritten deal

Rhea-AI Filing Summary

SGF FANG Holdings, LP, a major stockholder of Diamondback Energy, Inc., sold 12,650,000 shares of Common Stock on March 12, 2026. The shares were sold in an underwritten public offering pursuant to the company’s Form S-3 registration statement, at an actual sale price of $170.18875 per share, with $170.1888 reported due to EDGAR rounding limits. After this transaction, SGF FANG Holdings, LP directly holds 84,036,722 shares, indicating it retains a substantial position in Diamondback Energy.

Positive

• None.

Negative

• Large shareholder reduces position via secondary sale: SGF FANG Holdings, LP sold 12,650,000 Diamondback Energy Common Stock shares in an underwritten public offering at about $170.19 per share, a sizable net sale by a ten percent owner.

Insights

Equity capital markets analyst

Large Diamondback shareholder executes sizeable secondary stock sale.

SGF FANG Holdings, LP, a ten percent owner of Diamondback Energy, Inc., sold 12,650,000 shares of Common Stock in an underwritten public offering at an actual price of $170.18875 per share. This is a block trade rather than routine small insider activity.

The sale was conducted under the company’s existing Form S-3 shelf registration. Because this is a secondary offering by an existing holder, cash proceeds go to the selling holder, not the company, so it does not strengthen Diamondback’s balance sheet.

Following the transaction, SGF FANG Holdings, LP still owns 84,036,722 shares, so it remains a significant shareholder. The filing does not reference a Rule 10b5-1 trading plan, suggesting this was a discretionary decision by the holder rather than a pre-set selling program.

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

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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 AVE., 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)
03/12/2026

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	03/12/2026		S(1)		12,650,000	D	$170.1888(2)	84,036,722(3)	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 AVE., 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. On March 12, 2026, SGF FANG Holdings, LP, a Delaware limited partnership, sold 12,650,000 shares of common stock of Diamondback Energy, Inc. (the "Company"), par value $0.01 per share (the "Common Stock"), in an underwritten public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-282225).

2. The actual sale price was $170.18875. The price reported in Table I, Column 4 has been rounded to $170.1888 because the EDGAR filing system does not accommodate a fifth decimal place.

3. Reduced by 5 shares to correct an administrative error in previous reporting of common stock held.

	/s/ Kevin T. Keen, Attorney in fact	03/16/2026
	** 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

What insider transaction did SGF FANG Holdings report for Diamondback Energy (FANG)?

SGF FANG Holdings, LP reported selling 12,650,000 shares of Diamondback Energy Common Stock on March 12, 2026. The shares were sold in an underwritten public offering pursuant to Diamondback’s existing Form S-3 shelf registration statement.

At what price were Diamondback Energy (FANG) shares sold in the reported insider transaction?

The shares were sold at an actual price of $170.18875 per share, with $170.1888 reported due to EDGAR rounding limits. This reflects a single large block trade executed through an underwritten public offering.

Who conducted the large share sale in Diamondback Energy (FANG)?

The seller was SGF FANG Holdings, LP, a Delaware limited partnership and ten percent owner of Diamondback Energy. It executed the transaction as an underwritten public offering of Common Stock using the company’s effective Form S-3 registration statement.

How many Diamondback Energy (FANG) shares does SGF FANG Holdings own after the sale?

After selling 12,650,000 shares, SGF FANG Holdings, LP directly holds 84,036,722 shares of Diamondback Energy Common Stock. This indicates it remains a major shareholder even after the reported block sale transaction.

Was the Diamondback Energy (FANG) insider sale an open-market transaction or an offering?

Although coded as an open-market sale in the Form 4 table, the footnotes clarify the 12,650,000 shares were sold in an underwritten public offering, conducted under Diamondback Energy’s Form S-3 shelf registration statement.

Does Diamondback Energy (FANG) receive proceeds from the SGF FANG Holdings share sale?

The transaction is a secondary offering by SGF FANG Holdings, LP, not a primary issuance by Diamondback Energy. As a result, sale proceeds go to the selling holder, while the company’s cash position is unchanged by this trade.