Diamondback Energy Amends Stockholders Agreement; Two Directors Step Down

What Happened
Diamondback Energy, Inc. announced a First Amendment to its Stockholders Agreement with SGF FANG Holdings, LP dated September 29, 2026, adjusting how the Stephens group may designate board members based on ownership levels. In connection with a scheduled Board stepdown, directors Darin Holderness and Lance Robertson resigned on September 29, 2026 and September 30, 2026, respectively; the filing states these resignations were not due to any disagreement with the company.

Key Details

• Amendment date: September 29, 2026; filed as Exhibit 10.1 (certain information redacted).
• Board designation thresholds: Stephens Majority may designate two directors if Stephens Stockholders beneficially own at least 10% but less than 25% of Outstanding Shares; no director designation if ownership falls below 10%.
• Director resignations: Darin Holderness resigned on Sept. 29, 2026; Lance Robertson resigned on Sept. 30, 2026. Resignations are related to a Board stepdown and not due to disputes with the company.

Why It Matters
The amendment clarifies how a significant shareholder group’s board representation will change as its ownership level moves above or below specific thresholds, which directly affects governance and who helps set company oversight and strategy. For investors, this is a governance-level development to monitor—changes in shareholder ownership could lead to changes in board composition. The company did not report any operational disagreements or executive departures beyond these board resignations.