FANG CFO reports stock grants and tax withholding

Diamondback Energy CFO and Executive VP Jere W. Thompson III reported equity award activity in the company’s common stock.

Rhea-AI Filing Summary

Diamondback Energy CFO and Executive VP Jere W. Thompson III reported equity award activity in the company’s common stock. He acquired 6,066 time-based restricted stock units and performance-based restricted stock units representing 7,716 shares granted under the equity incentive plan, with vesting beginning on March 1, 2026.

To cover tax withholding obligations upon vesting and settlement of prior awards, the issuer withheld a total of 3,060, 518, 715 and 796 shares at a price of $174.08 per share. Following these transactions and a de minimis correction to prior reports, Thompson directly holds 21,475 shares of common stock.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Thompson Jere W III

Role CFO, Executive VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,066	$0.00	$0.00
Grant/Award	Common Stock	7,716	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,060	$174.08	$533K
Exercise Price or Tax Liability	Common Stock	518	$174.08	$90K
Exercise Price or Tax Liability	Common Stock	715	$174.08	$124K
Exercise Price or Tax Liability	Common Stock	796	$174.08	$139K

Holdings After Transaction: Common Stock — 21,475 shares (Direct)

Footnotes (7)

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. 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. F3. 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. 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, 2025.
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 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. 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 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. 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 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.

FAQ

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

What insider transactions did Diamondback Energy (FANG) report for its CFO?

Diamondback Energy’s CFO Jere W. Thompson III reported grants of 6,066 time-based restricted stock units and performance-based units representing 7,716 shares, plus issuer share withholding for taxes. These transactions reflect equity compensation and related tax settlements, not open-market buying or selling activity.

Were the Diamondback Energy (FANG) CFO’s Form 4 transactions open-market buys or sells?

No open-market trades were reported. The Form 4 shows equity award grants and share dispositions coded “F” for tax-withholding, where the issuer withheld shares at $174.08 per share to satisfy tax obligations tied to vesting restricted and performance-based stock unit awards.

How many Diamondback Energy (FANG) shares does the CFO own after these transactions?

After the reported grants and tax-withholding share dispositions, CFO Jere W. Thompson III directly holds 21,475 shares of Diamondback Energy common stock. The filing also notes a de minimis correction to previously overstated beneficial ownership reported on earlier Forms 4.

What are the vesting terms of the new restricted stock units granted to the FANG CFO?

The new time-based restricted stock units granted to the CFO will vest in three equal installments beginning on March 1, 2026. These awards were issued under Diamondback Energy’s equity incentive plan and each unit represents a contingent right to receive one share of common stock.

What performance-based awards are referenced in Diamondback Energy (FANG) CFO’s Form 4?

The Form 4 references performance-based restricted stock units covering January 1, 2023 to December 31, 2025, granted on March 1, 2023. These units vested as of December 31, 2025 after compensation committee certification and are settling on March 1, 2026, with shares withheld for taxes.

Why did Diamondback Energy (FANG) withhold shares from the CFO’s awards?

Diamondback Energy withheld shares that would otherwise be issued to the CFO to satisfy the issuer’s tax withholding obligations related to vesting and settlement of performance-based and time-based restricted stock units. Withholding was calculated using the closing stock price on specified February dates.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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
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^*

Thompson Jere W III

(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)
	CFO, Executive VP

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		6,066(1)	A	$0	18,848(2)	D
Common Stock	03/01/2026		A		7,716(3)	A	$0	26,564	D
Common Stock	03/01/2026		F		3,060(4)	D	$174.08	23,504	D
Common Stock	03/01/2026		F		518(5)	D	$174.08	22,986	D
Common Stock	03/01/2026		F		715(6)	D	$174.08	22,271	D
Common Stock	03/01/2026		F		796(7)	D	$174.08	21,475	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, as attorney-in-fact for Jere W. Thompson III	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.