Diamondback Energy, Inc.·4

Mar 3, 5:51 PM ET

Van't Hof Matthew Kaes 4

4 · Diamondback Energy, Inc. · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Diamondback (FANG) CEO Matthew Van't Hof Receives RSU/PSU Awards

What Happened

  • Matthew Van't Hof, CEO of Diamondback Energy (FANG), had restricted stock units and performance-based restricted stock units vest/settle on March 1, 2026. He was issued three award lots totaling 63,573 shares (grants recorded at $0.00 per share). To satisfy tax-withholding obligations, the company withheld 23,212 shares and disposed of those shares at $174.08 each, generating roughly $4,040,745 to cover taxes.
  • Transaction codes: A = award/grant (acquisition of 63,573 shares); F = shares withheld/removed to pay taxes (23,212 shares disposed).

Key Details

  • Transaction date: March 1, 2026. Form 4 filed March 3, 2026 (timely).
  • Awards received: 24,501; 36,436; and 2,636 shares (total 63,573) recorded as acquisitions at $0.00.
  • Shares withheld (disposed) for tax: 14,338; 3,214; 1,446; 1,302; 1,182; 1,038; and 692 — total 23,212 shares at $174.08 each = ~$4,040,745.
  • Net new shares added to Van't Hof’s holdings (after withholding): ~40,361 shares.
  • Footnotes: awards include time‑based RSUs and performance‑based RSUs (performance periods certified by the compensation committee). Multiple footnotes explain these awards originate from grants dated March 1 in various years (2019, 2023, 2024, 2025, 2026) and that withheld share counts were based on the closing share price on Feb 27, 2026.
  • Filing timeliness: no late filing flag; appears routine.

Context

  • These transactions reflect vesting/settlement of RSUs and PSUs, not an open‑market sale or purchase. The F code here denotes tax‑withholding (company withheld shares that would otherwise be issued to satisfy tax obligations) — a common administrative step when equity awards vest.
  • Performance awards were certified as earned (some are multi‑year tranches); withholding reduces the net shares delivered to the insider and does not necessarily indicate buying or selling sentiment.

Insider Transaction Report

Form 4
Period: 2026-03-01
Van't Hof Matthew Kaes
DirectorChief Executive Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-01+24,501142,754 total
  • Award

    Common Stock

    [F2]
    2026-03-01+36,436179,190 total
  • Award

    Common Stock

    [F3]
    2026-03-01+2,636181,826 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-01$174.08/sh14,338$2,495,959167,488 total
  • Tax Payment

    Common Stock

    [F5]
    2026-03-01$174.08/sh1,038$180,695166,450 total
  • Tax Payment

    Common Stock

    [F6]
    2026-03-01$174.08/sh1,182$205,763165,268 total
  • Tax Payment

    Common Stock

    [F7]
    2026-03-01$174.08/sh1,446$251,720163,822 total
  • Tax Payment

    Common Stock

    [F8]
    2026-03-01$174.08/sh1,302$226,652162,520 total
  • Tax Payment

    Common Stock

    [F9]
    2026-03-01$174.08/sh3,214$559,493159,306 total
  • Tax Payment

    Common Stock

    [F10]
    2026-03-01$174.08/sh692$120,463158,614 total
Footnotes (10)
  • [F1]These securities are restricted stock units, each representing a contingent right to receive one share of common stock, par value $0.01 per share, of the issuer. These restricted stock units were granted under the issuer's equity incentive plan and will vest in three equal installments beginning on March 1, 2026.
  • [F10]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the second tranche of the time-based restricted stock units granted to the reporting person on March 1, 2019. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
  • [F2]These securities are performance-based restricted stock units for the performance period from January 1, 2023 to December 31, 2025 that were granted under the issuer's equity incentive plan on March 1, 2023. All of these performance-based restricted stock units vested as of December 31, 2025 following the certification by the issuer's compensation committee of the applicable performance conditions for such performance-based restricted stock unit awards settling on March 1, 2026.
  • [F3]These securities reflect the vesting and settlement of the second tranche of the performance-based restricted stock units for the performance period from January 1, 2019 to December 31, 2021 that were granted under the issuer's equity incentive plan on March 1, 2019, as certified by the issuer's compensation committee, subject to continuous service requirements, vesting and settling in five substantially equal annual installments beginning on March 1, 2025. The number of shares were determined based on achieving 100% of target upon certification by the compensation committee of attainment of the applicable performance conditions on February 21, 2022.
  • [F4]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement of the performance-based restricted stock units granted on March 1, 2023 and vested as of December 31, 2025 following the certification by the issuer's compensation committee of the applicable performance conditions for such performance-based restricted stock unit awards settling on March 1, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2025.
  • [F5]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the second tranche of the performance-based restricted stock units granted to the reporting person on March 1, 2019. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
  • [F6]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the third tranche of the time-based restricted stock units granted to the reporting person on March 1, 2024. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
  • [F7]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the second tranche of the time-based restricted stock units granted to the reporting person on March 1, 2025. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
  • [F8]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the second tranche of the time-based restricted stock units granted to the reporting person on May 21, 2025. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
  • [F9]The issuer withheld shares of common stock that would have otherwise been issuable to the reporting person to satisfy the issuer's tax withholding obligations in connection with the vesting and settlement on March 1, 2026 of the first tranche of the time-based restricted stock units granted to the reporting person on March 1, 2026. The number of shares of common stock withheld was determined based on the closing price per share of the issuer's common stock on February 27, 2026.
Signature
/s/ Matt Zmigrosky, as attorney-in-fact for Matthew Kaes Van't Hof|2026-03-03

Documents

1 file
  • 4
    wk-form4_1772578304.xmlPrimary

    FORM 4