Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
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”).…
Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
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 5.02Item 5.02 - Departure/Election of Directors
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.