UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On 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, 2024 (as amended, supplemented or joined from time to time, the “Stockholders Agreement”).
The Amendment provides, among other things, that the Stephens Majority (as defined in the Stockholders Agreement) is entitled to designate (x) two directors to the board of directors of the Company (the “Board”) if the Stephens Stockholders (as defined in the Stockholders Agreement), in the aggregate, beneficially own at least 10% but less than 25% of the Outstanding Shares (as defined in the Stockholders Agreement), and (y) no directors to the Board if the Stephens Stockholders beneficially own less than 10% of the Outstanding Shares.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1* | First Amendment to Stockholders Agreement, dated as of September 29, 2026, by and between Diamondback Energy, Inc. and SGF FANG Holdings, LP. | |
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document. |
* Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIAMONDBACK ENERGY, INC. | |||
| Date: | September 30, 2026 | ||
| By: | /s/ Teresa L. Dick | ||
| Name: | Teresa L. Dick | ||
| Title: | Executive Vice President of Accounting and Assistant Secretary | ||
Exhibit 10.1
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
This First Amendment to the Stockholders Agreement dated as of September 29, 2026 (this “Amendment”), is entered into by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and SGF FANG Holdings, LP (“SGF FANG Holdings”). Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Stockholders Agreement (as defined below).
RECITALS
WHEREAS, the Company and the Initial Stephens Stockholders entered into that certain Stockholders Agreement, dated as of September 10, 2024 (the “Stockholders Agreement”);
WHEREAS, SGF FANG Holdings became a Stephens Stockholder pursuant to a joinder agreement entered into in accordance with the Stockholders Agreement (the “Joinder”) and, as of the date hereof, holds a majority of the Voting Securities held by all Stephens Stockholders and therefore constitutes the Stephens Majority;
WHEREAS, Section 7.3 of the Stockholders Agreement provides that the Stockholders Agreement may be amended by a written instrument executed by the Company and the Stephens Majority; and
WHEREAS, the Company and the Stephens Majority desire to amend the Stockholders Agreement as set forth herein to, among other things, modify the number of individuals that the Stephens Majority is entitled to designate to the Board at specified Beneficial Ownership thresholds.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:
1. Amendment to Section 2.1(b). Section 2.1(b) is hereby deleted in its entirety and replaced with the following:
“(b) Notwithstanding the foregoing provisions of Section 2.1(a), the 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. Any step-down reductions in the number of individuals that the Stephens Majority is entitled to designate to serve as Directors pursuant to the immediately preceding sentence is referred to in any such case hereinafter as the “Board Stepdown.”
2. Amendment to Section 7.2. Section 7.2 is hereby amended by deleting the notice information set forth therein and replacing such notice information with the following:
“if to the Company:
Diamondback Energy, Inc.
500 West Texas Ave., Suite 100
Midland, TX 79701
Attention: Kaes Van’t Hof, Chief Executive Officer
Email: [***]
with a copy (not constituting notice) to:
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Zachary S. Podolsky; Ryan J. Lynch
Email: Zachary.Podolsky@lw.com; Ryan.Lynch@lw.com
if to the Stephens Stockholders:
SGF FANG Holdings, LP
8111 Douglas Ave., Suite 1200
Dallas, TX 75225
Attention: Kevin T. Keen
Email: [***]
with a copy (not constituting notice) to:
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, TX 77002
Attention: Hillary Holmes
Email: hholmes@gibsondunn.com”
3. Effectiveness of this Amendment. Pursuant to Section 7.3 and Section 7.15 of the Stockholders Agreement, this Amendment will become effective and binding upon the Company and the Stephens Stockholders as of the date hereof.
4. Effect of the Amendment. Except as expressly amended hereby, the Stockholders Agreement is hereby ratified and confirmed in all respects.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of Laws thereof.
6. Entire Agreement. This Amendment, together with the Stockholders Agreement and the Joinder, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof other than those expressly set forth herein or therein.
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7. Severability. If any provision of this Amendment, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Amendment shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.
8. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
| COMPANY: | ||
| DIAMONDBACK ENERGY, INC. | ||
| By: | /s/ Kaes Van’t Hof | |
| Name: Kaes Van’t Hof | ||
| Title: Chief Executive Officer | ||
| STEPHENS MAJORITY: | ||
| SGF FANG HOLDINGS, LP | ||
| By: SGF Capital LLC, its general partner | ||
| By: | /s/ Kevin T. Keen | |
| Name: Kevin T. Keen | ||
| Title: COO & General Counsel | ||
[Signature Page to First Amendment to Stockholders Agreement]