Form 8-K · Current report
Diamondback Energy 8-K, filed Sep 30, 2026
- Filed
- CIK
- 0001539838
- Accession no.
- 0001104659-26-112325
Summary
Diamondback Energy and SGF FANG Holdings, LP entered into a First Amendment to their September 2024 Stockholders Agreement, setting the Stephens Majority's right to designate two directors when the Stephens Stockholders own at least 10% but less than 25% of outstanding shares, and none below 10%. Directors Darin Holderness and Lance Robertson resigned from the board on September 29 and September 30, 2026, respectively, in connection with a Board Stepdown and not due to any disagreement with the company.
Key points
- The amendment entitles the Stephens Majority to designate two directors if the Stephens Stockholders collectively own at least 10% but less than 25% of Diamondback's outstanding shares, and no directors if they own less than 10%.
- Darin Holderness resigned from the board on September 29, 2026, and Lance Robertson on September 30, 2026, in connection with a Board Stepdown defined in the Stockholders Agreement.
- The company said the resignations were not due to any disagreement with Diamondback on its operations, policies or practices.
- The First Amendment to the Stockholders Agreement is filed as Exhibit 10.1, with certain information redacted under Item 601(a)(6) of Regulation S-K.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 9.01Financial Statements and Exhibits
From the filing
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…
An excerpt of the text as filed with the SEC, cut for length.
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