Diamondback CEO granted stock; shares withheld for tax

Diamondback Energy, Inc. reported that Chief Executive Officer Matthew Kaes Van't Hof received equity awards and related tax withholdings involving the company’s common stock.

Rhea-AI Filing Summary

Diamondback Energy, Inc. reported that Chief Executive Officer Matthew Kaes Van't Hof received equity awards and related tax withholdings involving the company’s common stock. On March 1, 2026, he acquired 24,501, 36,436 and 2,636 shares through grants and vesting of restricted and performance-based stock units under the equity incentive plan.

The filing also shows several "F" code transactions where the issuer withheld shares, at a price of $174.08 per share, to cover tax obligations tied to these vesting events. After these grant and withholding transactions, Van't Hof directly owned 158,614 shares of Diamondback Energy common stock.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Van't Hof Matthew Kaes

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	24,501	$0.00	$0.00
Grant/Award	Common Stock	36,436	$0.00	$0.00
Grant/Award	Common Stock	2,636	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	14,338	$174.08	$2.50M
Exercise Price or Tax Liability	Common Stock	1,038	$174.08	$181K
Exercise Price or Tax Liability	Common Stock	1,182	$174.08	$206K
Exercise Price or Tax Liability	Common Stock	1,446	$174.08	$252K
Exercise Price or Tax Liability	Common Stock	1,302	$174.08	$227K
Exercise Price or Tax Liability	Common Stock	3,214	$174.08	$559K
Exercise Price or Tax Liability	Common Stock	692	$174.08	$120K

Holdings After Transaction: Common Stock — 158,614 shares (Direct)

Footnotes (10)

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, 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 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 second tranche of the time-based restricted stock units granted to the reporting person on May 21, 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.
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 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.
10. F10. 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 did Diamondback Energy (FANG) CEO report in this Form 4?

The Form 4 shows the CEO received stock through vested restricted and performance-based units and had shares withheld to cover taxes. These transactions reflect equity compensation mechanics, not open-market buying or selling of Diamondback Energy common stock.

How many Diamondback Energy shares did the CEO acquire in the latest filing?

The CEO acquired shares through three equity awards: 24,501, 36,436 and 2,636 shares of common stock. These came from restricted and performance-based stock units vesting under Diamondback Energy’s equity incentive plans on March 1, 2026.

Why were some Diamondback Energy (FANG) shares disposed of at $174.08?

Several transactions coded "F" show shares disposed at $174.08 per share to satisfy tax withholding obligations. The company withheld these shares instead of delivering all vested shares in cash-neutral tax-settlement steps tied to the CEO’s equity awards.

What are the performance-based restricted stock units mentioned for Diamondback Energy?

The performance-based restricted stock units cover performance periods such as January 1, 2023 to December 31, 2025. Vesting and settlement occurred after the compensation committee certified that the applicable performance conditions under Diamondback Energy’s equity incentive plan had been achieved.

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

After all reported grant, vesting, and tax-withholding transactions on March 1, 2026, the CEO directly owned 158,614 shares of Diamondback Energy common stock. This total reflects equity awards net of shares withheld for related tax obligations.

Do these Form 4 transactions show open-market trading by Diamondback Energy’s CEO?

No. The filing describes equity grants, vesting of restricted and performance-based stock units, and issuer share withholding for taxes. These are compensation and tax-settlement events, not discretionary open-market purchases or sales by the CEO of Diamondback Energy.

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
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^*

Van't Hof Matthew Kaes

(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)

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

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		24,501(1)	A	$0	142,754	D
Common Stock	03/01/2026		A		36,436(2)	A	$0	179,190	D
Common Stock	03/01/2026		A		2,636(3)	A	$0	181,826	D
Common Stock	03/01/2026		F		14,338(4)	D	$174.08	167,488	D
Common Stock	03/01/2026		F		1,038(5)	D	$174.08	166,450	D
Common Stock	03/01/2026		F		1,182(6)	D	$174.08	165,268	D
Common Stock	03/01/2026		F		1,446(7)	D	$174.08	163,822	D
Common Stock	03/01/2026		F		1,302(8)	D	$174.08	162,520	D
Common Stock	03/01/2026		F		3,214(9)	D	$174.08	159,306	D
Common Stock	03/01/2026		F		692(10)	D	$174.08	158,614	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, 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 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 second tranche of the time-based restricted stock units granted to the reporting person on May 21, 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.

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 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.

10. 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 Matthew Kaes Van't Hof	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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