Zmigrosky Matt 4
4 · Diamondback Energy, Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Diamondback (FANG) EVP Matt Zmigrosky Receives RSU Awards; Shares Withheld
What Happened
- Matt Zmigrosky, EVP, Chief Legal & Administrative Officer of Diamondback Energy (FANG), was granted 29,017 restricted stock units (RSUs) on March 1, 2026 (7,583 + 21,434; acquisition code A, $0.00 per share).
- Simultaneously, the company withheld 11,154 shares to satisfy tax withholding obligations (disposition code F) at a withholding valuation of $174.08 per share, totaling approximately $1,941,689 (8,450 shares = $1,470,976; 739 = $128,645; 970 = $168,858; 995 = $173,210).
- These transactions reflect RSU vesting/settlement and routine tax-withholding—not open-market selling or purchases.
Key Details
- Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (timely filing).
- Awards: 7,583 RSUs and 21,434 RSUs granted (code A) at $0.00 per share.
- Withheld shares: 11,154 shares withheld to cover taxes (code F) at $174.08 per share; total withholding value ≈ $1,941,689.
- Footnotes of note:
- F1: These are RSUs that convert to one share each and vest in three equal installments beginning March 1, 2026.
- F3: Performance-based RSUs covering 1/1/2023–12/31/2025 vested and settled March 1, 2026 after committee certification.
- F4–F7: Company withheld shares to satisfy tax withholding for the various vested awards (withholding price based on closing prices noted in the filing).
- F2: Reporting person adjusted previously overstated share ownership by a de minimis amount; the filing updates beneficial ownership accordingly.
- Shares owned after the transactions: not specified in the provided filing excerpts (the filing notes an updated beneficial ownership per F2).
Context
- These transactions are standard RSU vesting and company share-withholding to satisfy tax obligations (disposition code F). That is effectively a cashless settlement/withholding and does not indicate an open-market sale or a new purchase signal.
- Performance-based RSUs vested following certification of performance for the 2023–2025 period; time-based tranches also settled or began vesting on March 1, 2026 per footnotes.
Insider Transaction Report
Form 4
Zmigrosky Matt
EVP, Chief Legal and Admin Off
Transactions
- Award
Common Stock
[F1][F2]2026-03-01+7,583→ 71,112 total - Award
Common Stock
[F3]2026-03-01+21,434→ 92,546 total - Tax Payment
Common Stock
[F4]2026-03-01$174.08/sh−8,450$1,470,976→ 84,096 total - Tax Payment
Common Stock
[F5]2026-03-01$174.08/sh−739$128,645→ 83,357 total - Tax Payment
Common Stock
[F6]2026-03-01$174.08/sh−970$168,858→ 82,387 total - Tax Payment
Common Stock
[F7]2026-03-01$174.08/sh−995$173,210→ 81,392 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|2026-03-03