01—Abstract
Summary
Summary of the 8-K filed December 1, 2025. Cited figures are marked; the original filing is the authoritative source.
Diamondback Energy, Inc. (FANG) has announced a significant update regarding its share repurchase program through a letter agreement with SGF FANG Holdings, LP.
The agreement grants SGF the option to sell up to 3 million shares of Diamondback common stock back to the company each quarter through the end of 2026, at the prevailing NASDAQ closing price. This flexibility allows Diamondback to manage its outstanding share count strategically while SGF maintains other disposal options. In conjunction with this agreement, Diamondback has already repurchased 2 million shares from SGF on November 28, 2025, at $152.59a per share.
This action is part of Diamondback's broader share repurchase authorization, which currently has approximately $2.7 billionb remaining out of an $8 billion total. Investors should note that these repurchases are subject to specific terms and have received board approval, indicating a continued commitment to returning capital to shareholders.
02—Key points
Key Highlights
- Diamondback Energy entered a letter agreement with SGF FANG Holdings, LP, granting SGF the right to sell up to 3 million shares per quarter through December 31, 2026.
- The repurchase price for shares sold under the agreement will be the most recent NASDAQ closing price prior to the transaction.
- Diamondback repurchased 2 million shares from SGF on November 28, 2025, at $152.59 per share.
- These repurchases are part of Diamondback's existing share repurchase program and have been approved by the audit committee.
- As of the filing date, Diamondback has repurchased 2,886,280 shares since September 30, 2025, for $432 million.
- Approximately $2.7 billion remains available under the company's $8 billion share repurchase authorization.
- The agreement does not restrict SGF's ability to sell shares through other channels like registered offerings or open market sales.
03—Questions
Frequently Asked Questions
What is the main purpose of the letter agreement with SGF FANG Holdings, LP?
The letter agreement allows Diamondback Energy to potentially repurchase additional shares from SGF, providing the company with a mechanism to manage its outstanding share count and return capital to shareholders. It also gives SGF the flexibility to sell shares back to Diamondback under specific conditions.
How does the share repurchase price work under this new agreement?
The repurchase price for shares sold by SGF to Diamondback under this agreement will be based on the most recent NASDAQ closing price of Diamondback's common stock immediately prior to any such transaction.
What is the total amount Diamondback has repurchased recently, and how much capacity is left in the repurchase program?
Since September 30, 2025, Diamondback has repurchased 2,886,280 shares for a total cost of $432 million. Following the recent repurchase of 2 million shares from SGF, approximately $2.7 billion remains available under the company's previously authorized $8 billion share repurchase program.
Does this agreement prevent SGF from selling their shares in the open market?
No, the letter agreement specifically states that it does not affect SGF's ability to dispose of its Diamondback shares through other means, such as registered offerings or open market sales, provided these actions are permitted under their existing stockholder agreement with Diamondback.
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