Form 4: Diamondback Energy EVP Reports Equity Award Vesting
Insider Transaction Report
Diamondback Energy's EVP, Chief Legal and Admin Officer, Matt Zmigrosky, reported the vesting of restricted stock units and performance-based restricted stock units, alongside shares withheld for tax obligations.
Summary
- Matt Zmigrosky, EVP, Chief Legal and Admin Officer of Diamondback Energy, Inc. (FANG), reported multiple equity transactions on March 1, 2026.
- Acquired 7,583 restricted stock units (RSUs) which will vest in three equal installments beginning March 1, 2026.
- Acquired 21,434 performance-based restricted stock units (PSUs) that vested as of December 31, 2025, following the certification of performance conditions for the January 1, 2023 to December 31, 2025 performance period.
- Disposed of a total of 11,154 shares of common stock at a price of $174.08 per share to satisfy tax withholding obligations related to the vesting of various equity awards.
- The disposed shares include 8,450 for PSUs, 739 for 2024 time-based RSUs, 970 for 2025 time-based RSUs, and 995 for 2026 time-based RSUs.
- Following these transactions, Zmigrosky beneficially owns 81,392 shares of Diamondback Energy common stock.
- An adjustment was made to the previously reported beneficial ownership, noting an overstatement in prior Forms 4 by a de minimis amount.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive filing, primarily due to the successful vesting of performance-based awards, indicating achieved company performance targets. The transactions are routine for executive compensation.
Positives
- Vesting of 21,434 performance-based restricted stock units indicates the achievement of performance conditions for the period ending December 31, 2025.
- Grant of 7,583 new restricted stock units aligns executive interests with long-term shareholder value.
Future Outlook
The newly granted restricted stock units will vest in three equal installments beginning on March 1, 2026, indicating future equity compensation for the reporting person.
Industry Context
StockSavvy.ai notes that routine equity award vesting and associated tax withholdings are common practices in executive compensation across the energy sector, aligning management incentives with long-term company performance. This filing reflects standard compensation mechanisms for a senior executive at an oil and gas exploration and production company.
Stakeholder Impact
- Shareholders: The vesting of equity awards represents a standard component of executive compensation, aligning executive interests with shareholder value, though it also involves a minor dilutive effect from new share issuance.
- Reporting Person (Matt Zmigrosky): Receives vested shares, increasing personal stake in the company, net of tax withholdings.
Next Steps
- The newly granted restricted stock units will vest in three equal installments beginning on March 1, 2026.
Key Dates
| Date | Description |
|---|---|
| 01/01/2023 | Start of performance period for performance-based restricted stock units. |
| 03/01/2023 | Grant date for performance-based restricted stock units. |
| 03/01/2024 | Grant date for time-based restricted stock units (third tranche vested March 1, 2026). |
| 03/01/2025 | Grant date for time-based restricted stock units (second tranche vested March 1, 2026). |
| 12/31/2025 | End of performance period for performance-based restricted stock units; PSUs vested. |
| 02/27/2025 | Closing price used for tax withholding calculation for performance-based restricted stock units. |
| 02/27/2026 | Closing price used for tax withholding calculation for time-based restricted stock units. |
| 03/01/2026 | Transaction date for all reported acquisitions and dispositions; Vesting and settlement date for various equity awards; Grant date for new restricted stock units. |
| 03/03/2026 | Filing date of the Form 4. |
Keywords
Diamondback Energy, FANG, Form 4, Insider Transaction, Restricted Stock Units, Performance-Based Restricted Stock Units, Equity Compensation, Executive Compensation, Stock Vesting, Tax Withholding
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