Thompson Jere W III 4
4 · Diamondback Energy, Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Diamondback (FANG) CFO Jere Thompson Receives RSU Awards; Shares Withheld
What Happened
Jere W. Thompson III, Diamondback Energy’s Chief Financial Officer and Executive Vice President, had restricted stock units (RSUs) settle on March 1, 2026. Two awards/settlements totaling 13,782 RSUs were recorded (6,066 and 7,716 shares). To satisfy tax withholding obligations, the company withheld 5,089 shares (reported as disposals) at $174.08 per share, totaling approximately $885,893. The withheld shares were not open-market sales by the insider but were retained by the company to cover taxes.
Key Details
- Transaction date: March 1, 2026 (Form filed March 3, 2026; timely for a Mar 1 transaction).
- Awards recorded: 6,066 shares (A) and 7,716 shares (A).
- Shares withheld for tax obligations (code F): 3,060; 518; 715; and 796 shares — total 5,089 shares — at $174.08 each, totaling about $885,893.
- Net shares delivered to Thompson (13,782 awarded − 5,089 withheld) = 8,693 shares (implied).
- Notable footnotes:
- F3: 7,716 (and/or portion) were performance-based RSUs for the 2023–2025 performance period that vested after certification and settled March 1, 2026.
- F1, F5–F7: Other awards are time-based RSU tranches (vesting schedule described in footnotes).
- F4–F7: Withholdings were used to satisfy tax withholding and were calculated using closing prices on specified Feb 27 dates.
- F2: The reporting person corrected a prior de minimis overstatement of shares beneficially owned; the filing updates beneficial ownership accordingly. The filing does not state a new total beneficial ownership in the summary table provided here.
Context
- These entries are awards/settlements of RSUs (code A) and company withholding for taxes (code F). Withholding of shares to satisfy taxes is a routine administrative transaction (not an open-market sale) and is common when RSUs vest.
- Performance-based RSUs settled after the issuer’s compensation committee certified achievement of goals for the 2023–2025 performance period; time-based tranches also vested/settled per the plan.
- For retail investors, award/vesting activity can indicate executive compensation realization but should not be interpreted alone as a buy/sell signal.
Insider Transaction Report
Form 4
Thompson Jere W III
CFO, Executive VP
Transactions
- Award
Common Stock
[F1][F2]2026-03-01+6,066→ 18,848 total - Award
Common Stock
[F3]2026-03-01+7,716→ 26,564 total - Tax Payment
Common Stock
[F4]2026-03-01$174.08/sh−3,060$532,685→ 23,504 total - Tax Payment
Common Stock
[F5]2026-03-01$174.08/sh−518$90,173→ 22,986 total - Tax Payment
Common Stock
[F6]2026-03-01$174.08/sh−715$124,467→ 22,271 total - Tax Payment
Common Stock
[F7]2026-03-01$174.08/sh−796$138,568→ 21,475 total
Footnotes (7)
- [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.
- [F2]The Reporting Person's previous Forms 4 incorrectly overstated the number of shares owned by a de minimis amount. The number of shares beneficially owned by the Reporting Person following the transactions reported herein has been updated accordingly.
- [F3]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.
- [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 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.
- [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 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.
- [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 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 Jere W. Thompson III|2026-03-03