FANGDiamondback Energy
Deals with insiders in the proxy filed 2026-04-09
Deals between FANG and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-10.
SGF Letter Agreement“We entered into a letter agreement with SGF, dated November 28, 2025, which provides SGF with the right, but not the obligation, to sell up to 3,000,000 shares of Diamondback common stock to Diamondback per calendar quarter through December 31, 2026 at the most recent Nasdaq closing price prior to any such transaction, subject to certain terms and conditions set forth in the letter agreement. Pursuant to the letter agreement, on November 28, 2025, Diamondback repurchased 2,000,000 shares of its common stock held by SGF at the most recent Nasdaq closing price of $152.59 per share. Repurchases under the letter agreement are pursuant to Diamondback’s existing share repurchase program, and have been approved by the audit committee of Diamondback’s Board of Directors. As of March 30, 2026, we have repurchased a total of 5,000,000 shares from SGF for a total cost of $814 million. The letter agreement does not affect SGF’s ability to dispose of its Diamondback shares through other means, including registered offerings and open market sales, to the extent permitted under its stockholder agreement with Diamondback.”
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No longer reported 2 paragraphs of the proxy filed 2025-04-10 with nothing like them this year
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“a transaction involving compensation of an executive officer or involving an employment agreement, severance arrangement, change in control provision or agreement or special supplemental benefit of an executive officer;”
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Certain Other Transactions“Wolfrock Energy LLC, an entity controlled by Charles A. Meloy, one of our current directors and director nominees at the Annual Meeting, received approximately $72.1 million in cash and 1,195,017 shares of our common stock as the merger consideration at closing of the Endeavor Merger on September 10, 2024. Further, Mr. Meloy’s son owns Oak Prairie Oil & Gas LLC through a trust, of which Mr. Meloy and his spouse are the trustees. Mr. Meloy serves as a director of Oak Prairie Oil & Gas LLC and his son serves as an executive officer of that entity. Oak Prairie Oil & Gas LLC received payments of $1.7 million from Endeavor and/or its subsidiaries and $17,175 from Diamondback during the year ended December 31, 2024, in each case for revenue associated with working interests held in oil and gas properties operated by either Endeavor or Diamondback. At closing of the Endeavor Merger, Endeavor and its subsidiaries became indirect wholly owned subsidiaries of Diamondback.”
Read it in last year's proxy ↗
The whole section
9 paragraphs quoted as filed
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“— REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS Our board of directors has adopted a written policy regarding related party transactions. Under the policy, the audit committee reviews and approves all relationships and transactions in which we and our directors, director nominees and executive officers and their immediate family members, as well as holders of more than 5% of any class of our voting securities and their immediate family members, have a direct or indirect material interest. The policy provides that, the following do not create a material direct or indirect interest on behalf of the related party and are therefore not related party transactions:”
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RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“a transaction involving compensation of directors; a transaction involving compensation of an executive officer or involving an employment agreement, severance arrangement, change in control provision or agreement or special supplemental benefit of an executive officer; a transaction with a related party involving less than $120,000; a transaction in which the interest of the related party arises solely from the ownership of a class of our equity securities and all holders of that class receive the same benefit on a pro rata basis; a transaction involving indemnification payments and payments under directors and officers indemnification insurance policies made pursuant to our certificate of incorporation or bylaws or pursuant to any policy, agreement or instrument of the Company or to which the Company is bound; and a transaction in which the interest of the related party arises solely from indebtedness of a 5% stockholder or an “immediate family member” of a 5% stockholder.”
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RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“The policy supplements the conflict of interest provisions in our Code of Business Conduct and Ethics.”
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Stephens Stockholders Agreement“As discussed elsewhere in this proxy statement, at closing of the Endeavor Merger on September 10, 2024, we entered into the Stephens Stockholders Agreement with the former holders of all the issued and outstanding equity interests in Endeavor Energy Resources, L.P. who received shares of our common stock as consideration for the Endeavor Merger (the “Stephens Stockholders”). The Stephens Stockholders Agreement provides the Stephens Stockholders (through approval of holders of a majority of the total number of shares of common stock held by the Stephens Stockholders) with the right to propose for nomination four directors for election to our board of directors if the Stephens Stockholders beneficially own at least 25% of the outstanding shares of our common stock, two directors if they beneficially own at least 20% but less than 25% of the outstanding shares of our common stock, and one director if they beneficially own at least 10% but less than 20% of the outstanding shares of our common stock, in each case subject to certain qualification requirements for such directors. The Stephens Stockholders are subject to certain transfer, standstill and voting restrictions under the Stephens Stockholders Agreement, and we are restricted from taking certain limited actions without the consent of the holders of a majority of the shares of our common stock held by the Stephens Stockholders.”
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Stephens Stockholders Agreement“Under the Stephens Stockholders Agreement, the Stephens Stockholders also have certain registration rights. In particular, the Stephens Stockholders are entitled to make up to three registration demands for an underwritten shelf take-down to sell all or a portion of their registrable securities in any calendar year for so long as they beneficially own registrable securities having a value, in the aggregate, of more than $2,000,000,000 and the gross proceeds from such registration are reasonably expected to be more than $500 million. In addition, the Stephens Stockholders have “piggy-back” registration rights to include their registrable securities in other registration statements filed and other underwritten offerings conducted by us.”
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Stephens Stockholders Agreement“To satisfy certain of our registration obligations under the Stephens Stockholders Agreement, on September 19, 2024, we filed our registration statement on Form S-3ASR with the SEC, registering under the Securities Act the resale, from time to time, of the registerable securities received by the Stephens Stockholders as merger consideration in the Endeavor Merger, which registration statement became automatically effective upon filing.”
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Stephens Stockholders Agreement“Pursuant to the terms of the Stephens Stockholders Agreement, we will generally pay all expenses relating to the registration, offering and listing of these shares, except that any Stephens Stockholders acting as selling stockholders under the registration statement will pay any underwriting fees, discounts and commissions, placement fees of underwriters, broker commissions, transfer taxes and certain attorney’s fees. We have also agreed to indemnify the Stephens Stockholders against certain liabilities, including liabilities under the Securities Act, based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement or prospectus filed by us.”
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Stephens Stockholders Agreement“The foregoing description of the Stephens Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Stephens Stockholders Agreement, a copy of which is attached as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 10, 2024.”
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SGF Letter Agreement“We entered into a letter agreement with SGF, dated November 28, 2025, which provides SGF with the right, but not the obligation, to sell up to 3,000,000 shares of Diamondback common stock to Diamondback per calendar quarter through December 31, 2026 at the most recent Nasdaq closing price prior to any such transaction, subject to certain terms and conditions set forth in the letter agreement. Pursuant to the letter agreement, on November 28, 2025, Diamondback repurchased 2,000,000 shares of its common stock held by SGF at the most recent Nasdaq closing price of $152.59 per share. Repurchases under the letter agreement are pursuant to Diamondback’s existing share repurchase program, and have been approved by the audit committee of Diamondback’s Board of Directors. As of March 30, 2026, we have repurchased a total of 5,000,000 shares from SGF for a total cost of $814 million. The letter agreement does not affect SGF’s ability to dispose of its Diamondback shares through other means, including registered offerings and open market sales, to the extent permitted under its stockholder agreement with Diamondback.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗