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Diamondback Energy, Inc.·4

Mar 3, 5:51 PM ET

Thompson Jere W III 4

Research Summary

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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.