Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Diamondback Energy, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
25278X109 (CUSIP Number) |
Hillary H. Holmes Gibson, Dunn & Crutcher LLP, 811 Main Street, Suite 3000 Houston, TX, 77002 (346) 718-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
SGF FANG Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,686,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 13: Based upon 286,525,614 shares of Company Common Stock outstanding as of October 31, 2025, as disclosed by the Company in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 5, 2025.
SCHEDULE 13D
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| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
Greth Lyndal | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,686,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 13: Based upon 286,525,614 shares of Company Common Stock outstanding as of October 31, 2025, as disclosed by the Company in its Form 10-Q filed with the SEC on November 5, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Diamondback Energy, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
500 WEST TEXAS AVE., SUITE 1200, MIDLAND,
TEXAS
, 79701. | |
Item 1 Comment:
This Amendment No. 3 amends and supplements the statement on Schedule 13D originally filed with the SEC on September 13, 2024, as amended on September 24, 2024 and August 15, 2025 (the "Schedule 13D"), by the Reporting Persons (as defined below) with respect to shares of Company Common Stock. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 13D. Unless amended or supplemented below, the information in the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated in full. This Schedule 13D is being filed by: SGF FANG Holdings, LP, a Delaware limited partnership ("SGF FANG"), and Mrs. Stephens Greth, a United States citizen (collectively, the "Reporting Persons"). | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following: On November 28, 2025, the Company and SGF FANG entered into a letter agreement (the "Repurchase Agreement"), which provides SGF FANG with the right, but not the obligation, to sell up to 3,000,000 shares of Company Common Stock 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, the Company agreed to repurchase 2,000,000 shares of Company Common Stock held by SGF FANG at the most recent NASDAQ closing price of $152.59 per share. The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in full. The information contained on the cover pages and Item 2 to this Schedule 13D is incorporated herein by reference. | |
| (b) | Item 5(b) is hereby amended and restated in full. The information contained on the cover pages and Item 2 to this Schedule 13D is incorporated herein by reference. | |
| (c) | Item 5(c) is hereby amended and supplemented to add the information set forth in Item 4 of this Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to add the information set forth in Item 4 of this Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended by adding the following: 99.1 Letter Agreement, dated November 28, 2025, by and between Diamondback Energy, Inc., a Delaware corporation, and SGF FANG Holdings, LP, a Delaware limited partnership. (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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