Diamondback's top holder sells $1.9 billion, yet keeps more board power

Diamondback is an oil producer drilling in the Midland Basin. It produced just over 1.0 million barrels of oil equivalent a day in the second quarter. [C33][C33] Form 10-Q, highlightsDrilled 97 gross horizontal wells in the Midland BasinDiamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C16][C16] Form 10-Q, highlightsOur average production was 1,017.7 MBOE/d, surpassing the 1.0 million BOE/d milestone.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm Oil prices helped. Diamondback got $96.82 a barrel for its oil in the quarter, and the WTI benchmark averaged $83.00 in the first half. [C48][C48] Form 10-Q, production and pricesAverage Prices: Oil ($ per Bbl) $ 96.82 $ 73.47 Natural gas ($ per Mcf) $ (2.15) $ 0.18Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C45][C45] Form 10-Q, results of operationsDuring the six months ended June 30, 2026 and 2025, WTI prices averaged $83.00 and $70.81 per Bbl, respectivelyDiamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm The company says the conflict in the Middle East turned the world oil market from surplus to shortage in 2026 and pushed prices up. That could reverse if the conflict ends. [C53][C53] Form 10-Q, commodity pricesas a result of the ongoing conflict in the Middle East, in 2026 the global crude oil market shifted from a supply-demand surplus to a deficit, materially reducing crude oil and refined products from the markets, and increasing benchmark crude oil prices.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm It raised its yearly production goal by 3% to about 1.0 million barrels of oil equivalent a day. [C50][C50] Form 10-Q, outlookWe have increased our annual production guidance by 3% to approximately 1,000 MBOE/d based on our assessment of current market fundamentals, including global oil supply constraints that began in the first quarter of 2026 and their continuing impact on crude oil inventory levels.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm Gas went the other way. Pipelines out of the region were full, so prices at the Waha hub turned negative at times. The company expects this to ease later in 2026. [C46][C46] Form 10-Q, results of operationsThe unfavorable differentials were primarily driven by regional natural gas takeaway constraints in the Permian Basin, which resulted in periods of negative pricing at Waha Hub. The Company expects the impact of these constraints to be reduced later in 2026Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm Gas sales were minus $276 million in the quarter. [C36][C36] Form 10-Q, statement of operationsOil sales $ 4,627 $ 2,852 $ 8,072 $ 5,891 Natural gas sales ( 276 ) 97 ( 255 ) 309Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

It earned $1.88 billion for shareholders in the quarter on $5.56 billion of revenue. That included a $134 million gain on retiring debt. [C18][C18] Form 10-Q, statement of operationsNet income (loss) attributable to Diamondback Energy, Inc. $ 1,882 $ 699 $ 1,907 $ 2,104Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C31][C31] Form 10-Q, statement of operationsTotal revenues 5,562 3,678 9,802 7,726Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C34][C34] Form 10-Q, statement of operationsGain (loss) on extinguishment of debt, net 134 55 133 55Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm The first quarter had a $1.4 billion write-down of oil and gas properties. [C35][C35] Form 10-Q, statement of operationsImpairment of oil and natural gas properties — — 1,400 —Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm In the first half it made $5.42 billion of operating cash and spent $1.93 billion on wells. It raised its 2026 budget to about $3.90 billion and pays a $1.10 dividend each quarter. [C19][C19] Form 10-Q, cash flowsNet cash provided by (used in) operating activities $ 5,417 $ 4,032Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C20][C20] Form 10-Q, cash flowsAdditions to oil and natural gas properties ( 1,929 ) ( 1,806 )Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C40][C40] Form 10-Q, capital budgetour board of directors approved increasing our 2026 capital budget guidance by 4% to approximately $3.90 billionDiamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C15][C15] Form 10-Q, highlightsPaid dividends to stockholders, including dividend equivalent rights, of $311 million, or $1.10 per share, during the second quarter of 2026Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C32][C32] Form 10-Q, subsequent eventsOn July 30, 2026, the board of directors of the Company declared a base cash dividend for the second quarter of 2026 of $ 1.10 per share of common stockDiamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm From the second quarter, the board dropped its promise to return at least 50% of free cash flow each quarter. In July it also doubled its buyback limit to $16.0 billion. [C51][C51] Form 10-Q, return of capitalBeginning in the second quarter of 2026, our board of directors approved the removal of our minimum 50% return of capital quarterly commitment to allow the Company more discretion in the allocation of Free Cash Flow.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C63][C63] Form 10-Q, stock repurchase programOn July 30, 2026, our board of directors approved an increase in stock repurchase authorization under the Company’s existing stock repurchase program from $8.0 billion to $16.0 billion, excluding excise tax.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm So buybacks are now up to the board, though the group can still make it buy up to 3.0 million shares a quarter. [C12][C12] Form 10-Q, related party transactionsOn November 28, 2025, the Company entered into a letter agreement with SGF, which provides SGF with the right, but not the obligation, to sell up to 3.0 million shares of the Company’s common stock to the Company per quarter through December 31, 2026 at the most recent Nasdaq closing price of such transaction.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

Debt on its books was $12.6 billion at June 30, down from $14.5 billion at the start of the year. It had $385 million of cash of its own and $3.0 billion of unused bank credit. About $1.5 billion of notes come due within a year. [C17][C17] Form 10-Q, debt tableTotal debt, net 12,614 14,489Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C37][C37] Form 10-Q, liquidityAt June 30, 2026, we had approximately $3.4 billion of liquidity consisting of $385 million in standalone cash and cash equivalents and $3.0 billion available under our credit facility. At June 30, 2026, we had approximately $1.5 billion of senior notes maturing in the next 12 months.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm About $1.7 billion of that debt belongs to Viper, a royalty company Diamondback controls. Viper's lenders cannot reach Diamondback's assets. [C55][C55] Form 10-Q, debt tableViper Revolving Credit Facility 95 105 Viper 4.900 % Senior Notes due 2030 500 500 Viper 5.700 % Senior Notes due 2035 1,100 1,100Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C54][C54] Form 10-Q, ViperViper’s assets cannot be used by the Company for general corporate purposes and the creditors of Viper’s liabilities do not have recourse to the Company’s assets.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm Its stated goal is to cut net debt to $10.0 billion. [C52][C52] Form 10-K, liquiditywe have a target of reducing our net debt (which we define as total debt, excluding debt issuance costs, discounts, premiums and unamortized basis adjustments, less cash and cash equivalents) to $10.0 billion.Diamondback Energy annual report on Form 10-K for 2025, filed February 25, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000010/fang-20251231.htm Using a simple version of EBITDA, operating income plus depreciation, profit was about $6.6 billion in the first half before the write-down. Its $12.6 billion of debt is about 1.0 times a year at that pace. [C38][C38] Form 10-Q, statement of operationsIncome (loss) from operations 2,512 1,139 2,628 2,812 Other income (expense): Interest expense, net ( 56 ) ( 56 ) ( 119 ) ( 96 )Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C39][C39] Form 10-Q, statement of operationsDepreciation, depletion, amortization and accretion 1,272 1,266 2,565 2,363Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C35][C35] Form 10-Q, statement of operationsImpairment of oil and natural gas properties — — 1,400 —Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C17][C17] Form 10-Q, debt tableTotal debt, net 12,614 14,489Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm First-half operating income before the write-down covered interest about 34 times. [C38][C38] Form 10-Q, statement of operationsIncome (loss) from operations 2,512 1,139 2,628 2,812 Other income (expense): Interest expense, net ( 56 ) ( 56 ) ( 119 ) ( 96 )Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C35][C35] Form 10-Q, statement of operationsImpairment of oil and natural gas properties — — 1,400 —Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm Each dollar off the oil price would cut quarterly oil sales by about $48 million at second-quarter volumes, before hedges and taxes. So a sharp drop would cut deep into the cash that could go to buybacks. [C47][C47] Form 10-Q, production and pricesOil (MBbls) 47,791 46,889Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

Diamondback paid for its 2024 purchase of Endeavor with cash plus 117.27 million shares, 39.8% of its stock then. Most of those shares now sit with SGF FANG Holdings, the Stephens group's vehicle. [C57][C57] Form 10-K, Endeavor acquisitionThe cash consideration for the Endeavor Acquisition was funded through a combination of cash on hand, the net proceeds from the Company’s April 2024 Notes offering and borrowings under the Tranche A Loans.Diamondback Energy annual report on Form 10-K for 2025, filed February 25, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000010/fang-20251231.htm [C10][C10] Form 10-Q, related party transactionsthe Company issued 117.27 million shares, or 39.8 % of its then-outstanding common stock to the former owners of Endeavor (the “Endeavor equityholders”), the majority of which are currently held by SGF FANG Holdings, LP (“SGF”).Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm That deal let Endeavor's former owners name one to four directors, depending on their stake. Diamondback lists their power to sway the company as a risk. [C11][C11] Form 10-Q, related party transactionsthe Endeavor equityholders have the right to propose for nomination between one and four directors for election to the Company’s board of directors as long as certain established ownership thresholds are maintained.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C56][C56] Form 10-Q, risk factorsthe Endeavor equityholders’ ability to significantly influence our business and potential conflicts of interestDiamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm The group has been selling. In late 2025 Diamondback agreed to buy 2.0 million of its shares at $152.59. [C41][C41] Form 10-K, related party transactionsthe Company agreed to repurchase 2.0 million shares of its common stock held by SGF at $ 152.59 per share.Diamondback Energy annual report on Form 10-K for 2025, filed February 25, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000010/fang-20251231.htm It also gave the group the right to sell it up to 3.0 million shares a quarter through 2026. In the first half Diamondback bought 3.0 million shares from the group for about $509 million, none of them in the second quarter. [C12][C12] Form 10-Q, related party transactionsOn November 28, 2025, the Company entered into a letter agreement with SGF, which provides SGF with the right, but not the obligation, to sell up to 3.0 million shares of the Company’s common stock to the Company per quarter through December 31, 2026 at the most recent Nasdaq closing price of such transaction.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C13][C13] Form 10-Q, related party transactionsThe Company did no t repurchase any shares from SGF during the three months ended June 30, 2026. During the six months ended June 30, 2026, the Company repurchased 3.0 million shares from SGF for approximately $ 509 million, excluding excise taxes.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C14][C14] Form 10-Q, stockholders' equityDuring the three months ended June 30, 2026, the Company repurchased approximately $ 141 million of common stock, excluding excise tax. During the six months ended June 30, 2026, the Company repurchased approximately $ 689 million, which included approximately $ 509 million for the repurchases from SGFDiamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

On September 16 SGF sold 9,079,675 shares at $205.26 through Morgan Stanley, about $1.9 billion. It agreed not to sell more for 30 days without the bank's consent. [C4][C4] Schedule 13D/A, Item 4On 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 amendedSGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C9][C9] Form 144Morgan Stanley & Co. LLC 1585 Broadway New YorkForm 144 for SGF FANG Holdings, filed September 16, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126036761/xsl144X01/primary_doc.xml [C5][C5] Schedule 13D/A, Item 4SGF 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.SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml Its sale notice valued the shares at $1,920,623,653, so the block went at a small discount. [C44][C44] Form 1449079675 1920623653 280024353 09/16/2026 NASDAQForm 144 for SGF FANG Holdings, filed September 16, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126036761/xsl144X01/primary_doc.xml That left it with 64,957,047 shares, 23.2% of the 280,024,353 outstanding at the end of July. Before the sale it held about 74.0 million, about 26.4%. [C6][C6] Schedule 13D/A, cover page, rows 11 and 13Aggregate 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 %SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C7][C7] Schedule 13D/A, note to row 13Based upon 280,024,353 shares of Company Common Stock outstanding as of July 31, 2026SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C8][C8] Form 4, Table ICommon Stock 09/16/2026 S (1) 9,079,675 D $ 205.26 64,957,047 DForm 4 for SGF FANG Holdings, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037010/xslF345X06/form4.xml On September 29 the two sides changed their agreement. The group now names two directors while it owns 10% to 25%, and none below 10%. Under the 2024 terms it would have dropped to one director below 20%. [C1][C1] Form 8-K, Item 1.01On September 29, 2026, Diamondback Energy, Inc. (the “Company”) and SGF FANG Holdings, LP entered into the First Amendment (the “Amendment”) to the Stockholders Agreement, dated as of September 10, 2024Diamondback Energy Form 8-K on the amended stockholders agreement and two director resignations, filed September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_8k.htm [C2][C2] Amendment, Section 1the number of individuals that the Stephens Majority is entitled to designate to serve as Directors pursuant to Section 2.1 shall be permanently reduced to: (i) two (2) Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 10% of the Outstanding Shares but less than 25% of the Outstanding Shares; and (ii) no Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own less than 10% of the Outstanding Shares.First Amendment to the Stockholders Agreement, Exhibit 10.1 to Form 8-K, September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_ex10-1.htm [C62][C62] Stockholders agreement, Section 2.1(b)(i) two (2) Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 20% of the Outstanding Shares but less than 25% of the Outstanding Shares; (ii) one (1) Director if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 10% of the Outstanding Shares but less than 20% of the Outstanding SharesStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm Directors Darin Holderness and Lance Robertson resigned and cited no disagreement. [C3][C3] Form 8-K, Item 5.02In connection with a Board Stepdown (as defined in the Stockholders Agreement), and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, Darin Holderness and Lance Robertson resigned from the Board on September 29, 2026 and September 30, 2026, respectively.Diamondback Energy Form 8-K on the amended stockholders agreement and two director resignations, filed September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_8k.htm

Here is what each side gives and gets. The group sold shares it already owned, so Diamondback got no money from the sale. [C4][C4] Schedule 13D/A, Item 4On 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 amendedSGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml Options and awards do not dilute much: diluted and basic shares were the same, about 281.2 million, in the quarter. Viper's lenders can reach only Viper's assets, not Diamondback's. [C58][C58] Form 10-Q, earnings per shareBasic weighted average common shares outstanding 281,202 292,135 281,993 290,880 Effect of dilutive securities: Weighted-average potential common shares issuable — — — — Diluted weighted average common shares outstanding 281,202 292,135 281,993 290,880Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C54][C54] Form 10-Q, ViperViper’s assets cannot be used by the Company for general corporate purposes and the creditors of Viper’s liabilities do not have recourse to the Company’s assets.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm Until its stake falls below 10%, the group also keeps a veto over a board larger than 13 and over charter or bylaw changes that hurt it more than other holders. [C59][C59] Stockholders agreement, Section 4.6Until the Standstill Removal Date, the Company shall not, without the Stephens Majority’s prior written consent, (a) amend its amended and restated certificate of incorporation or amended and amended and restated bylawsStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C60][C60] Stockholders agreement, Section 4.6(b) increase the Total Number of Directors to exceed thirteen (13) DirectorsStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C61][C61] Stockholders agreement, definitions“ Standstill Removal Date ” means the date on which the Stephens Stockholders cease to Beneficially Own at least 10% of the Outstanding Shares in the aggregate.Stockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm Its promise not to buy more shares lasts only while it owns at least 20%. So does its duty to vote for directors the same way other holders do. [C64][C64] Stockholders agreement, Section 4.5(a)This Section 4.5(a) shall apply during any time when the Stephens Stockholders Beneficially Own at least 20% of the Outstanding Shares in the aggregate.Stockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C68][C68] Stockholders agreement, Section 3.1Until the date on which the Stephens Stockholders cease to Beneficially Own more than 20% of the Outstanding Shares in the aggregate, at any annual or special meeting of stockholders of the CompanyStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C69][C69] Stockholders agreement, Section 3.1in the same proportion as voted by the other holders of Voting SecuritiesStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm Most of the agreement ends once it owns less than 10%. Its rights to have its shares registered for sale can last longer than that. [C66][C66] Stockholders agreement, Section 7.1Unless otherwise specified herein, this Agreement shall automatically terminate on the Standstill Removal DateStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C70][C70] Stockholders agreement, Section 5.7This Article V shall terminate automatically and be of no further force and effect upon the date when there shall no longer be any Registrable Securities outstanding that are held by the Holders.Stockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm The drop from four seats to two came from the 2024 deal, once the stake fell below 25%. The amendment then gave the group something: two seats down to 10% instead of one below 20%. [C62][C62] Stockholders agreement, Section 2.1(b)(i) two (2) Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 20% of the Outstanding Shares but less than 25% of the Outstanding Shares; (ii) one (1) Director if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 10% of the Outstanding Shares but less than 20% of the Outstanding SharesStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C2][C2] Amendment, Section 1the number of individuals that the Stephens Majority is entitled to designate to serve as Directors pursuant to Section 2.1 shall be permanently reduced to: (i) two (2) Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 10% of the Outstanding Shares but less than 25% of the Outstanding Shares; and (ii) no Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own less than 10% of the Outstanding Shares.First Amendment to the Stockholders Agreement, Exhibit 10.1 to Form 8-K, September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_ex10-1.htm No filing says what Diamondback got for that. And a 23.2% holder that keeps selling still hangs over the stock. [C65][C65] Amendment, recitalsother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedFirst Amendment to the Stockholders Agreement, Exhibit 10.1 to Form 8-K, September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_ex10-1.htm [C6][C6] Schedule 13D/A, cover page, rows 11 and 13Aggregate 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 %SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml And the group's right to sell it up to 3.0 million shares a quarter means company cash can be used to absorb that selling. At the September 30 close, one quarter's 3.0 million shares would cost about $551 million. [C12][C12] Form 10-Q, related party transactionsOn November 28, 2025, the Company entered into a letter agreement with SGF, which provides SGF with the right, but not the obligation, to sell up to 3.0 million shares of the Company’s common stock to the Company per quarter through December 31, 2026 at the most recent Nasdaq closing price of such transaction.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C24][C24] IEX closing pricesFANG closed at $183.815 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/

The market took the sale hard. Diamondback fell from $211.53 to $194.50 on September 16, about 8.0%. [C22][C22] IEX closing pricesFANG closed at $211.53 on September 15, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C23][C23] IEX closing pricesFANG closed at $194.50 on September 16, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ XOP, a fund of oil and gas producers, fell about 3.9% that day, and EOG Resources about 5.8%. [C25][C25] IEX closing pricesXOP closed at $199.52 on September 15, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C26][C26] IEX closing pricesXOP closed at $191.78 on September 16, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C28][C28] IEX closing pricesEOG closed at $153.745 on September 15, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C29][C29] IEX closing pricesEOG closed at $144.89 on September 16, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ By September 30 Diamondback was at $183.82, down about 13% from September 15. XOP and EOG were each down about 10%, so the later slide hit the whole sector, but the sale-day gap stayed. [C22][C22] IEX closing pricesFANG closed at $211.53 on September 15, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C24][C24] IEX closing pricesFANG closed at $183.815 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C25][C25] IEX closing pricesXOP closed at $199.52 on September 15, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C27][C27] IEX closing pricesXOP closed at $179.27 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C28][C28] IEX closing pricesEOG closed at $153.745 on September 15, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C30][C30] IEX closing pricesEOG closed at $137.805 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ Executive chairman Travis Stice sold 75,000 shares at about $204.31 days before the block. He kept 49,727 shares held directly. [C43][C43] Form 10-K, signaturesTravis D. Stice Executive Chairman of the Board and DirectorDiamondback Energy annual report on Form 10-K for 2025, filed February 25, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000010/fang-20251231.htm [C21][C21] Form 4, Table ICommon Stock 09/11/2026 S 75,000 D $ 204.3103 (1) 49,727 DForm 4 for Travis D. Stice, Diamondback director, filed September 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000160/xslF345X06/wk-form4_1789416421.xml

At $183.82 all 280,024,353 shares are worth about $51.5 billion. In the first half the business made about $3.49 billion of cash after well spending. The $1.10 quarterly dividend yields about 2.4% a year. [C24][C24] IEX closing pricesFANG closed at $183.815 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C7][C7] Schedule 13D/A, note to row 13Based upon 280,024,353 shares of Company Common Stock outstanding as of July 31, 2026SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C19][C19] Form 10-Q, cash flowsNet cash provided by (used in) operating activities $ 5,417 $ 4,032Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C20][C20] Form 10-Q, cash flowsAdditions to oil and natural gas properties ( 1,929 ) ( 1,806 )Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C15][C15] Form 10-Q, highlightsPaid dividends to stockholders, including dividend equivalent rights, of $311 million, or $1.10 per share, during the second quarter of 2026Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm The group's remaining stake is worth about $11.9 billion, more than 6 times what it just sold. That is why the October date matters. [C6][C6] Schedule 13D/A, cover page, rows 11 and 13Aggregate 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 %SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C24][C24] IEX closing pricesFANG closed at $183.815 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C4][C4] Schedule 13D/A, Item 4On 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 amendedSGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C5][C5] Schedule 13D/A, Item 4SGF 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.SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml

The best case for the stock is that the selling is orderly. A big block went at $205.26, and the board change was agreed, not fought. [C4][C4] Schedule 13D/A, Item 4On 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 amendedSGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C3][C3] Form 8-K, Item 5.02In connection with a Board Stepdown (as defined in the Stockholders Agreement), and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, Darin Holderness and Lance Robertson resigned from the Board on September 29, 2026 and September 30, 2026, respectively.Diamondback Energy Form 8-K on the amended stockholders agreement and two director resignations, filed September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_8k.htm Diamondback still produces over a million barrels of oil equivalent a day, is cutting debt with low leverage, and pays its dividend. [C16][C16] Form 10-Q, highlightsOur average production was 1,017.7 MBOE/d, surpassing the 1.0 million BOE/d milestone.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C17][C17] Form 10-Q, debt tableTotal debt, net 12,614 14,489Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C15][C15] Form 10-Q, highlightsPaid dividends to stockholders, including dividend equivalent rights, of $311 million, or $1.10 per share, during the second quarter of 2026Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

The case against is the seller. It still owns almost a quarter of the company and has shown it will sell below recent prices. The lock-up is short. [C6][C6] Schedule 13D/A, cover page, rows 11 and 13Aggregate 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 %SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C4][C4] Schedule 13D/A, Item 4On 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 amendedSGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C5][C5] Schedule 13D/A, Item 4SGF 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.SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml Diamondback also let it keep board power it would have lost, with nothing disclosed in return. [C62][C62] Stockholders agreement, Section 2.1(b)(i) two (2) Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 20% of the Outstanding Shares but less than 25% of the Outstanding Shares; (ii) one (1) Director if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 10% of the Outstanding Shares but less than 20% of the Outstanding SharesStockholders Agreement with the Stephens group, Exhibit 10.1 to Diamondback Form 8-K, September 10, 2024Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036124040726/ef20035628_ex10-1.htm [C2][C2] Amendment, Section 1the number of individuals that the Stephens Majority is entitled to designate to serve as Directors pursuant to Section 2.1 shall be permanently reduced to: (i) two (2) Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own at least 10% of the Outstanding Shares but less than 25% of the Outstanding Shares; and (ii) no Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own less than 10% of the Outstanding Shares.First Amendment to the Stockholders Agreement, Exhibit 10.1 to Form 8-K, September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_ex10-1.htm [C65][C65] Amendment, recitalsother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedFirst Amendment to the Stockholders Agreement, Exhibit 10.1 to Form 8-K, September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_ex10-1.htm Diamondback may spend cash buying the group's shares instead of other holders'. Gas sales turned negative, and the stock trades about 10% below the group's sale price. [C12][C12] Form 10-Q, related party transactionsOn November 28, 2025, the Company entered into a letter agreement with SGF, which provides SGF with the right, but not the obligation, to sell up to 3.0 million shares of the Company’s common stock to the Company per quarter through December 31, 2026 at the most recent Nasdaq closing price of such transaction.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C36][C36] Form 10-Q, statement of operationsOil sales $ 4,627 $ 2,852 $ 8,072 $ 5,891 Natural gas sales ( 276 ) 97 ( 255 ) 309Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C24][C24] IEX closing pricesFANG closed at $183.815 on September 30, 2026 (IEX)IEX closing prices for FANG, XOP and EOG, September 15 to September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C4][C4] Schedule 13D/A, Item 4On 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 amendedSGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml We think Diamondback bought no shares from the group in the third quarter. The group's sale notice listed no sales in the three months before September 16, and its lock-up ran past the end of the quarter. We would be wrong if the next quarterly report shows a purchase from the group. [C67][C67] Form 144, sales in the past three months144: Securities Sold During The Past 3 Months Nothing to ReportForm 144 for SGF FANG Holdings, filed September 16, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126036761/xsl144X01/primary_doc.xml [C5][C5] Schedule 13D/A, Item 4SGF 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.SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml

Whether SGF will sell more after the lock-up, how much, and whether in the market or to Diamondback. Its filings say nothing about plans. [C5][C5] Schedule 13D/A, Item 4SGF 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.SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml [C12][C12] Form 10-Q, related party transactionsOn November 28, 2025, the Company entered into a letter agreement with SGF, which provides SGF with the right, but not the obligation, to sell up to 3.0 million shares of the Company’s common stock to the Company per quarter through December 31, 2026 at the most recent Nasdaq closing price of such transaction.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

Whether the board will fill or cut the two empty seats, and how its committees will be restaffed. The filing reports only the resignations. [C3][C3] Form 8-K, Item 5.02In connection with a Board Stepdown (as defined in the Stockholders Agreement), and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, Darin Holderness and Lance Robertson resigned from the Board on September 29, 2026 and September 30, 2026, respectively.Diamondback Energy Form 8-K on the amended stockholders agreement and two director resignations, filed September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_8k.htm

What Diamondback received for letting the group keep two seats down to 10%. The amendment cites only good and valuable consideration. [C65][C65] Amendment, recitalsother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedFirst Amendment to the Stockholders Agreement, Exhibit 10.1 to Form 8-K, September 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000110465926112325/tm2626600d1_ex10-1.htm

Whether Diamondback bought shares from the group in the third quarter, and how it will split cash between buybacks, debt and the group's shares. It has a $16.0 billion buyback limit and no longer promises a minimum payout. [C63][C63] Form 10-Q, stock repurchase programOn July 30, 2026, our board of directors approved an increase in stock repurchase authorization under the Company’s existing stock repurchase program from $8.0 billion to $16.0 billion, excluding excise tax.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C51][C51] Form 10-Q, return of capitalBeginning in the second quarter of 2026, our board of directors approved the removal of our minimum 50% return of capital quarterly commitment to allow the Company more discretion in the allocation of Free Cash Flow.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm

Whether other Stephens holders own shares beyond SGF's 23.2%. SGF's filing reports only its own holding. [C6][C6] Schedule 13D/A, cover page, rows 11 and 13Aggregate 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 %SGF FANG Holdings Schedule 13D Amendment No. 7 on Diamondback Energy, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000114036126037012/xslSCHEDULE_13D_X02/primary_doc.xml

Whether Stice's sale was made under a pre-set trading plan. His filing does not say. [C21][C21] Form 4, Table ICommon Stock 09/11/2026 S 75,000 D $ 204.3103 (1) 49,727 DForm 4 for Travis D. Stice, Diamondback director, filed September 14, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000160/xslF345X06/wk-form4_1789416421.xml

How far free cash flow and buybacks would fall if oil prices drop sharply. The filings give volumes and prices but no cash-flow scenario, and the board no longer promises a minimum payout. [C47][C47] Form 10-Q, production and pricesOil (MBbls) 47,791 46,889Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm [C51][C51] Form 10-Q, return of capitalBeginning in the second quarter of 2026, our board of directors approved the removal of our minimum 50% return of capital quarterly commitment to allow the Company more discretion in the allocation of Free Cash Flow.Diamondback Energy quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1539838/000153983826000142/fang-20260630.htm