01—Abstract
Summary
Summary of the 8-K filed September 30, 2026. Cited figures are marked; the original filing is the authoritative source.
Diamondback Energy, Inc. (FANG) has filed a Form 8-K detailing a material amendment to its Stockholders Agreement with SGF FANG Holdings, LP.
The primary impact of this amendment, effective September 29, 2026, concerns the board representation rights of the Stephens Majority. Specifically, the Stephens Majority will now be entitled to designate two directors to FANG's Board if the Stephens Stockholders collectively hold between 10%a and 25% of the outstanding shares. This representation will be reduced to zero directors if their beneficial ownership falls below 10%.
In conjunction with this amendment and a "Board Stepdown," two directors, Darin Holderness and Lance Robertson, have resigned from the Board on September 29 and September 30, 2026, respectively. These departures are noted as unrelated to any disagreements with the Company's operations or policies. Investors should monitor the Stephens Stockholders' ownership levels as they will directly influence board composition moving forward.
02—Key points
Key Highlights
- Amendment to Stockholders Agreement with SGF FANG Holdings, LP entered on September 29, 2026.
- Board representation rights of the Stephens Majority are revised based on ownership thresholds.
- Stephens Majority can designate two directors if Stephens Stockholders own 10%-25% of outstanding shares.
- Board representation is eliminated if Stephens Stockholders own less than 10% of outstanding shares.
- Darin Holderness resigned from the Board on September 29, 2026, due to a "Board Stepdown."
- Lance Robertson resigned from the Board on September 30, 2026, due to a "Board Stepdown."
- Director resignations are confirmed as unrelated to company operations or policies.
03—Questions
Frequently Asked Questions
What is the main change introduced by the First Amendment to the Stockholders Agreement?
The primary change is the modification of the Stephens Majority's right to designate directors to Diamondback Energy's Board of Directors. Their representation now depends on their aggregate beneficial ownership of the Company's outstanding shares, with specific thresholds triggering the right to appoint two directors or no directors.
Who are Darin Holderness and Lance Robertson, and why did they resign?
Darin Holderness and Lance Robertson were directors on Diamondback Energy's Board. They resigned as part of a "Board Stepdown" process, as defined within the Stockholders Agreement. Their resignations were not due to any disagreements with the Company's operations, policies, or practices.
What is the significance of the Stephens Stockholders' ownership percentage?
The Stephens Stockholders' aggregate beneficial ownership percentage is crucial because it directly determines the number of directors the Stephens Majority is entitled to designate to Diamondback Energy's Board. If ownership is between 10% and 25%, they can designate two directors; if it's below 10%, they can designate none.
Does this filing indicate any change in Diamondback Energy's overall business strategy or financial performance?
This particular 8-K filing focuses on changes to the Stockholders Agreement and board composition. It does not directly disclose information about the Company's financial performance or strategic business operations. Investors seeking that information would need to consult other filings, such as quarterly or annual reports.
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