Diamondback holder sells 12,650,000 shares

Diamondback Energy, Inc. reported that major shareholder SGF FANG Holdings entered an underwriting agreement to sell 12,650,000 shares of common stock at $170.18875 per share.

Rhea-AI Filing Summary

Diamondback Energy, Inc. reported that major shareholder SGF FANG Holdings entered an underwriting agreement to sell 12,650,000 shares of common stock at $170.18875 per share. The secondary offering to underwriters closed on March 12, 2026 and was made under the company’s existing shelf registration.

After correcting a small prior administrative overstatement, the reporting persons disclose beneficial ownership of 84,036,722 shares, representing 29.9% of the common stock based on 281,303,905 shares outstanding as of March 6, 2026. SGF FANG also agreed to a 60‑day lock-up on additional sales, subject to customary exceptions.

Insights

Equity capital markets analyst

Large shareholder executes secondary sale but retains a sizable 29.9% stake.

The filing describes a secondary offering in which SGF FANG Holdings, a major Diamondback Energy shareholder, sold 12,650,000 shares at $170.18875 per share via underwriters. This transaction shifts shares into the broader market without raising new capital for the company.

Post-transaction, the reporting persons still beneficially own 84,036,722 shares, or 29.9% of the common stock, based on 281,303,905 shares outstanding as of March 6, 2026. That remaining stake indicates continued concentrated ownership, even after monetizing a meaningful block.

The 60-day lock-up agreement, starting March 10, 2026, limits further sales by SGF FANG for a defined period, which can help stabilize expectations around additional near-term selling activity. Future filings may update any changes in this large holder’s position beyond the lock-up window.

FAQ

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

What transaction does Diamondback Energy (FANG) report in this Schedule 13D/A amendment?

The amendment reports that SGF FANG Holdings, a major shareholder of Diamondback Energy, sold 12,650,000 common shares. The sale occurred through an underwriting agreement with several banks at a set per-share price and closed on March 12, 2026.

How many Diamondback Energy shares did SGF FANG sell and at what price?

SGF FANG sold 12,650,000 shares of Diamondback Energy common stock at $170.18875 per share. The shares were purchased by underwriters under a negotiated underwriting agreement and offered pursuant to the company’s effective shelf registration and related prospectus supplement.

What is SGF FANG’s remaining ownership stake in Diamondback Energy (FANG)?

After the reported transaction and a small share-count correction, the reporting persons beneficially own 84,036,722 shares, representing 29.9% of Diamondback’s common stock. This percentage is based on 281,303,905 shares outstanding as of March 6, 2026, as disclosed in a prospectus supplement.

Did Diamondback Energy receive proceeds from the 12,650,000-share offering?

The shares in this transaction were sold by SGF FANG Holdings as a selling stockholder to underwriters. The description characterizes the deal as a secondary offering by this shareholder rather than a new share issuance, indicating proceeds relate to the selling holder’s shares.

What lock-up restrictions apply to SGF FANG after this Diamondback Energy share sale?

SGF FANG agreed to a lock-up through 60 days after March 10, 2026. During this period, and subject to customary exceptions, it will not offer, sell, pledge, or enter into hedging or similar transactions involving Diamondback common stock without the underwriters’ prior written consent.

Why did Diamondback Energy’s large holder correct its previously reported share count?

The amendment explains that the number of shares previously reported as beneficially owned was overstated by five shares due to an administrative error. This filing updates and corrects that figure while also reflecting the large secondary offering transaction described in Item 4.

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

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Accepted by SEC EDGAR 03/16/2026 - 04:39 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. 5)

Diamondback Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

(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)

03/12/2026

(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 No.

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 84,036,722.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 84,036,722.00

11

Aggregate amount beneficially owned by each reporting person

84,036,722.00

12

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

13

Percent of class represented by amount in Row (11)

29.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: Based upon 281,303,905 shares of Company Common Stock outstanding as of March 6, 2026, as disclosed by the Company in its prospectus supplement filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(7) on March 12, 2026.

SCHEDULE 13D

CUSIP No.

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 84,036,722.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 84,036,722.00

11

Aggregate amount beneficially owned by each reporting person

84,036,722.00

12

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

13

Percent of class represented by amount in Row (11)

29.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13: Based upon 281,303,905 shares of Company Common Stock outstanding as of March 6, 2026, as disclosed by the Company in its prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on March 12, 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 AVE., SUITE 1200, MIDLAND, TEXAS , 79701.
Item 1 Comment: This Amendment No. 5 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, and February 5, 2026 (the "Schedule 13D"), by the Reporting Persons with respect to shares of Company Common Stock. In addition to reporting the transaction described in Item 4, this Amendment No. 5 corrects the number of shares reported as beneficially owned by the Reporting Persons, which was previously overstated by five shares as a result of an administrative error. Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 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 March 10, 2026, SGF FANG, as a selling stockholder, and the Company entered into an underwriting agreement (the "Underwriting Agreement") with Evercore Group L.L.C., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC (collectively, the "Underwriters"), providing for the offer and sale of 12,650,000 shares of Common Stock by SGF FANG (the "Offering") and the purchase of the shares of Common Stock by the Underwriters at a price per share of $170.18875. The Offering closed on March 12, 2026. The Offering was made pursuant to the Company's registration statement on Form S-3 (File No. 333-282225), as supplemented by a prospectus supplement dated March 10, 2026. Pursuant to the Underwriting Agreement, SGF FANG has entered into a lock-up letter (the "Lock-Up Agreement") with the Underwriters pursuant to which it has agreed with the Underwriters, subject to customary exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for any Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, during the period from March 10, 2026 continuing through the date 60 days after March 10, 2026, except with the prior written consent of the Underwriters. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Form of Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
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.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented to add the following: 99.1 Underwriting Agreement, dated March 10, 2026, by and between Diamondback Energy, Inc., SGF FANG Holdings, LP, Evercore Group L.L.C., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on March 12, 2026). 99.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on March 12, 2026).

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:	03/16/2026

Greth Lyndal

Signature:	/s/ Kevin T. Keen
Name/Title:	Kevin T. Keen/Attorney-in-fact
Date:	03/16/2026