Wesson Daniel N 4
4 · Diamondback Energy, Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Diamondback (FANG) Exec VP Daniel N. Wesson Receives Awards
What Happened
- Daniel N. Wesson, Executive Vice President & COO of Diamondback Energy (FANG), had restricted stock units (RSUs) vest and settle on March 1, 2026. A total of 38,705 shares were issued/settled (grants of 10,150; 26,578; and 1,977 shares).
- To satisfy tax withholding obligations, the company withheld/disposed 15,533 of those shares in several batches (10,459; 793; 1,034; 1,395; 1,332 on March 1 and 520 on March 8) at a withholding rate/price of $174.08 per share, totaling about $2,703,986. Net shares retained by Wesson after withholding were approximately 23,172.
Key Details
- Transaction dates and prices:
- Vest/settlement (awards/acquisitions): March 1, 2026 — 38,705 RSUs acquired (no purchase price).
- Share withholding to satisfy taxes (dispositions): mostly March 1, 2026 (and one on March 8, 2026) at $174.08/share; total withheld shares = 15,533; total value ≈ $2,703,986.
- Shares owned after transaction: not specified in the filing.
- Notable footnotes:
- These were restricted stock units — a mix of time‑based and performance‑based RSUs (grants from March 1, 2019; March 1, 2023; and later time‑based grants) that vested/settled as certified by the company’s compensation committee.
- The company satisfied tax withholding by withholding shares; the number withheld was calculated using the closing price on Feb 27, 2026.
- Filing timeliness: filing date provided was March 3, 2026 (covering March 1 vesting). The filing itself does not indicate a late/untimely status.
Context
- These transactions are vesting/settlement events and tax-withholding dispositions (Form 4 code A for award/grant and F for payment of tax liability). This is not an open‑market purchase or voluntary sale by the insider — it reflects compensation being paid in stock and standard payroll tax withholding (a form of cashless settlement).
- Performance-based RSUs were certified by the compensation committee (per footnotes) before settlement; such awards reflect prior performance criteria and service, not a contemporaneous buy/sell signal by the insider.
Insider Transaction Report
Form 4
Wesson Daniel N
Exec. VP & COO
Transactions
- Award
Common Stock
[F1]2026-03-01+10,150→ 90,267 total - Award
Common Stock
[F2]2026-03-01+26,578→ 116,845 total - Award
Common Stock
[F3]2026-03-01+1,977→ 118,822 total - Tax Payment
Common Stock
[F4]2026-03-01$174.08/sh−10,459$1,820,703→ 108,363 total - Tax Payment
Common Stock
[F5]2026-03-01$174.08/sh−793$138,045→ 107,570 total - Tax Payment
Common Stock
[F6]2026-03-01$174.08/sh−1,034$179,999→ 106,536 total - Tax Payment
Common Stock
[F7]2026-03-01$174.08/sh−1,395$242,842→ 105,141 total - Tax Payment
Common Stock
[F8]2026-03-01$174.08/sh−1,332$231,875→ 103,809 total - Tax Payment
Common Stock
[F9]2026-03-08$174.08/sh−520$90,522→ 103,289 total
Footnotes (9)
- [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]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.
- [F3]These securities reflect the vesting and settlement of the second tranche of the performance-based restricted stock units for the performance period from January 1, 2019 to December 31, 2021 that were granted under the issuer's equity incentive plan on March 1, 2019, as certified by the issuer's compensation committee, subject to continuous service requirements, vesting and settling in five substantially equal annual installments beginning on March 1, 2025. The number of shares were determined based on achieving 100% of target upon certification by the compensation committee of attainment of the applicable performance conditions on February 21, 2022.
- [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, 2026.
- [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 second tranche of the performance-based restricted stock units granted to the reporting person on March 1, 2019. 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 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.
- [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 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.
- [F8]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.
- [F9]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, 2019. 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 Daniel N. Wesson|2026-03-03