Dick Teresa L. 4

What Happened
Teresa L. Dick, CAO, Executive Vice President and Assistant Secretary of Diamondback Energy (FANG), received 23,682 restricted stock units (RSUs) on March 1, 2026 (two awards: 5,250 and 18,432 RSUs). To satisfy tax-withholding obligations tied to vesting/settlement, 10,424 shares were withheld (reported as disposals) at an indicated price of $174.08 per share, representing a cash value of $1,814,610. These were awards/settlements of performance- and time-based RSUs rather than open-market sales.

Key Details

• Transaction date: March 1, 2026 (report filed March 3, 2026).
• Awards received (code A): 5,250 RSUs and 18,432 RSUs (total 23,682 RSUs) at $0.00 (award grant/settlement).
• Shares withheld (code F, reported as disposals to cover tax liabilities): 8,153; 679; 820; 772 — total 10,424 shares withheld. Values reported: $1,419,274; $118,200; $142,746; $134,390 (total $1,814,610) based on $174.08 per share.
• Footnotes: performance-based RSUs (Jan 1, 2023–Dec 31, 2025) vested after committee certification and settled March 1, 2026; multiple time-based RSU tranches vested/settled March 1, 2026. Withheld-share amounts were determined using the closing price on Feb 27, 2026.
• Ownership update: the filer corrected a prior de minimis overstatement of her beneficial ownership (footnote indicates the filing updates the reported share total).
• These transactions represent award settlement and tax withholding (not an open-market sale); no late-filing indication is shown.

Context
Restricted stock unit settlements and issuer share-withholding for taxes are routine forms of executive compensation administration. Performance RSUs here vested following certification of results for the 2023–2025 performance period; shares were withheld in a cashless manner to satisfy taxes. For retail investors, these transactions mainly reflect compensation mechanics rather than a deliberate buy/sell signal by the insider.