Diamondback holder sells 9,079,675 shares at $205.26

Large holder SGF FANG Holdings sold 9.1 million FANG shares and now holds 23.2% of Diamondback Energy, subject to a 30-day lock-up after the sale.

Rhea-AI Filing Summary

Diamondback Energy, Inc. (FANG) discloses that major stockholder SGF FANG Holdings sold 9,079,675 shares of Common Stock on September 16, 2026 at $205.26 per share. After this transaction, SGF FANG Holdings and Greth Lyndal report beneficial ownership of 64,957,047 shares, representing 23.2% of the Common Stock outstanding.

The ownership percentage is calculated based on 280,024,353 shares of Common Stock outstanding as of July 31, 2026, as disclosed by Diamondback Energy in a prior quarterly report. In connection with the September 16, 2026 sale, SGF FANG Holdings is subject to a lock-up period of 30 days from September 16, 2026, during which it may not sell additional shares without the mutual agreement of SGF FANG Holdings and Morgan Stanley & Co. LLC.

Filing Explained

This Amendment No. 7 clarifies that SGF FANG Holdings and Greth Lyndal report beneficial ownership of 64,957,047 shares with shared voting and shared dispositive power, representing 23.2% of Diamondback Energy’s common stock.

Key Figures

Shares sold: 9,079,675 shares Sale price: $205.26 per share Beneficial ownership: 64,957,047 shares +3 more

6 metrics

Shares sold 9,079,675 shares Common Stock sold by SGF FANG Holdings on September 16, 2026

Sale price $205.26 per share Price per share for the September 16, 2026 sale

Beneficial ownership 64,957,047 shares Shares beneficially owned by SGF FANG Holdings and Greth Lyndal after the reported sale

Ownership percentage 23.2% Portion of Diamondback Energy Common Stock beneficially owned by the reporting persons

Shares outstanding 280,024,353 shares Diamondback Energy Common Stock outstanding as of July 31, 2026, per Form 10‑Q

Lock-up period 30 days Duration from September 16, 2026 during which SGF FANG Holdings may not sell additional shares without mutual agreement

Key Terms

Schedule 13D, beneficially owned, shared voting power, shared dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 7 amends and supplements the statement on originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 64,957,047.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 64,957,047.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 64,957,047.00"

lock-up period financial

"subject to a lock-up period from September 16, 2026 through the date 30 days after"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

principal executive offices regulatory

"Address of Issuer's Principal Executive Offices"

FAQ

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

What did SGF FANG Holdings disclose in this Schedule 13D/A related to FANG?

SGF FANG Holdings disclosed that it sold 9,079,675 shares of Diamondback Energy, Inc. Common Stock on September 16, 2026 at $205.26 per share and that it remains a significant stockholder after the transaction.

How many FANG shares does SGF FANG Holdings now beneficially own?

After the reported sale, SGF FANG Holdings and Greth Lyndal report beneficial ownership of 64,957,047 shares of Diamondback Energy, Inc. Common Stock, with shared voting and shared dispositive power over all of these shares.

What percentage of Diamondback Energy (FANG) is owned by the reporting persons?

The reporting persons state that they beneficially own 23.2% of Diamondback Energy, Inc.’s Common Stock. This percentage is based on 280,024,353 shares outstanding as of July 31, 2026, as disclosed in the company’s Form 10‑Q filed on August 5, 2026.

What is the lock-up arrangement affecting SGF FANG Holdings’ FANG shares?

In connection with the September 16, 2026 sale, SGF FANG Holdings is subject to a lock-up period from September 16, 2026 until 30 days after that date, during which it may not sell Common Stock without the mutual agreement of SGF FANG Holdings and Morgan Stanley & Co. LLC.

Who are the reporting persons in this amended Schedule 13D for FANG?

The reporting persons are SGF FANG Holdings, a Delaware entity, and Greth Lyndal, a United States person. Each reports 0 shares with sole voting or dispositive power and 64,957,047 shares with shared voting and dispositive power.

What class of securities of Diamondback Energy (FANG) is covered by this filing?

The filing relates to Diamondback Energy, Inc.’s Common Stock, par value $0.01 per share. The amendment updates information on the reporting persons’ beneficial ownership and the September 16, 2026 share sale.

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

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Available on EDGAR 09/17/2026 - 05:16 PM Accepted by SEC EDGAR 09/17/2026 - 05:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Diamondback Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

25278X109

(CUSIP Number)

Hillary H. Holmes
Gibson, Dunn & Crutcher LLP, 811 Main Street, Suite 3000
Houston, TX, 77002
(346) 718-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 25278X109

1

Name of reporting person

SGF FANG Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 64,957,047.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 64,957,047.00

11

Aggregate amount beneficially owned by each reporting person

64,957,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: Based upon 280,024,353 shares of Company Common Stock outstanding as of July 31, 2026, as disclosed by the Company in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 5, 2026.

SCHEDULE 13D

CUSIP Number(s): 25278X109

1

Name of reporting person

Greth Lyndal

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 64,957,047.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 64,957,047.00

11

Aggregate amount beneficially owned by each reporting person

64,957,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13: Based upon 280,024,353 shares of Company Common Stock outstanding as of July 31, 2026, as disclosed by the Company in its Form 10-Q filed with the SEC on August 5, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Diamondback Energy, Inc.
(c)	Address of Issuer's Principal Executive Offices: 500 WEST TEXAS AVENUE, SUITE 100, MIDLAND, TEXAS , 79701.
Item 1 Comment: This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed with the SEC on September 13, 2024, as amended on September 24, 2024, August 15, 2025, December 2, 2025, February 5, 2026, March 16, 2026, and June 5, 2026 (the "Schedule 13D"), by the Reporting Persons with respect to shares of Company Common Stock. Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Schedule 13D. Unless amended or supplemented below, the information in the Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented to add the following: On September 16, 2026, SGF FANG sold an aggregate of 9,079,675 shares of Common Stock at a price of $205.26 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the "September 16, 2026 Sale"). In connection with the September 16, 2026 Sale, SGF FANG is subject to a lock-up period from September 16, 2026 through the date 30 days after September 16, 2026, during which SGF FANG may not sell any shares of Common Stock without the mutual agreement of SGF FANG and Morgan Stanley & Co. LLC.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in full. The information contained on the cover pages and Item 2 to this Schedule 13D is incorporated herein by reference.
(b)	Item 5(b) is hereby amended and restated in full. The information contained on the cover pages and Item 2 to this Schedule 13D is incorporated herein by reference.
(c)	Item 5(c) is hereby amended and supplemented to add the information set forth in Item 4 of this Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented to add the information set forth in Item 4 of this Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SGF FANG Holdings, LP

Signature:	/s/ Kevin T. Keen
Name/Title:	Kevin T. Keen/Attorney-in-fact
Date:	09/17/2026

Greth Lyndal

Signature:	/s/ Kevin T. Keen
Name/Title:	Kevin T. Keen/Attorney-in-fact
Date:	09/17/2026