|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Diamondback Energy, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
25278X109 (CUSIP Number) |
Hillary H. Holmes Gibson, Dunn & Crutcher LLP, 811 Main Street, Suite 3000 Houston, TX, 77002 (346) 718-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
SGF FANG Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
101,686,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 1: On August 13, 2025, in connection with the Reorganization (as defined and described in Item 2(a) hereto), SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. Lyndal Stephens Greth ("Mrs. Stephens Greth") remains the ultimate beneficial owner of the shares.
Note to Row 13: Based upon 289,486,120 shares of Company Common Stock outstanding as of August 1, 2025, as disclosed by the Company in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
Greth Lyndal | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
101,686,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 8, 10, and 11: Following the Reorganization, these figures consist of 101,686,727 shares of Company Common Stock held directly by SGF FANG Holdings, LP, which is ultimately controlled by Mrs. Stephens Greth. Mrs. Stephens Greth is the ultimate beneficial owner of the shares of Company Common Stock.
Note to Row 13: Based upon 289,486,120 shares of Company Common Stock outstanding as of August 1, 2025, as disclosed by the Company in its Form 10-Q filed with the SEC on August 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
Autry Stephens Management Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: On August 13, 2025, in connection with the Reorganization, SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. Mrs. Stephens Greth remains the ultimate beneficial owner of the shares. The Autry Stephens Management Trust no longer beneficially owns any shares of Company Common Stock following the Reorganization. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
ACS Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: On August 13, 2025, in connection with the Reorganization, SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. Mrs. Stephens Greth remains the ultimate beneficial owner of the shares. ACS Capital Management, LLC no longer beneficially owns any shares of Company Common Stock following the Reorganization. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
ACS Capital Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 1: On August 13, 2025, in connection with the Reorganization, SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. Mrs. Stephens Greth remains the ultimate beneficial owner of the shares. ACS Capital Holdings, LP no longer beneficially owns any shares of Company Common Stock following the Reorganization. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
Endeavor Manager, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: On August 13, 2025, in connection with the Reorganization, SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. Mrs. Stephens Greth remains the ultimate beneficial owner of the shares. Endeavor Manager, LLC no longer beneficially owns any shares of Company Common Stock following the Reorganization. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
Stephens Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: The Stephens Family Trust is not the record holder or the ultimate beneficial owner of any shares of Company Common Stock. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
Stephens Family Trust #2 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: The Stephens Family Trust #2 is not the record holder or the ultimate beneficial owner of any shares of Company Common Stock. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
SFT Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: SFT Management, LLC is not the record holder or the ultimate beneficial owner of any shares of Company Common Stock. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
SFT 1 Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: SFT 1 Holdings, LLC is not the record holder or the ultimate beneficial owner of any shares of Company Common Stock. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| CUSIP No. | 25278X109 |
| 1 |
Name of reporting person
SFT 2 Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 1: SFT 2 Holdings, LLC is not the record holder or the ultimate beneficial owner of any shares of Company Common Stock. Accordingly, it has exited the Section 13(d) reporting scheme and will no longer be a Reporting Person on this Schedule 13D going forward.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Diamondback Energy, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
500 WEST TEXAS AVE., SUITE 1200, MIDLAND,
TEXAS
, 79701. | |
Item 1 Comment:
This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the SEC on September 13, 2024, as amended on September 24, 2024 (the "Schedule 13D"), by the Reporting Persons (as defined below) with respect to shares of Company Common Stock. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule 13D. Unless amended or supplemented below, the information in the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated in full.
This Schedule 13D is being filed by: SGF FANG Holdings, LP, a Delaware limited partnership; Mrs. Stephens Greth, a United States citizen; the Autry Stephens Management Trust, a Texas trust; ACS Capital Management, LLC, a Delaware limited liability company; ACS Capital Holdings, LP, a Texas limited partnership; Endeavor Manager, LLC, a Texas limited liability company; the Stephens Family Trust, a Delaware trust; the Stephens Family Trust #2, a Delaware trust; SFT Management, LLC, a Delaware limited liability company; SFT 1 Holdings, LLC, a Delaware limited liability company; and SFT 2 Holdings, LLC, a Delaware limited liability company (collectively, the "Reporting Persons").
On August 13, 2025, in connection with an internal reorganization among entities controlled by Mrs. Stephens Greth that streamlined Mrs. Stephens Greth's share ownership structure (the "Reorganization"), SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. The Reorganization solely changes the form of ownership of the ultimate beneficial owner, and Mrs. Stephens Greth remains the ultimate beneficial owner of the shares.
The Autry Stephens Management Trust, ACS Capital Management, LLC, ACS Capital Holdings, LP and Endeavor Manager, LLC no longer beneficially own any shares of Company Common Stock following the Reorganization. Accordingly, they have exited the Section 13(d) reporting scheme and will no longer be Reporting Persons on this Schedule 13D going forward.
The Stephens Family Trust, the Stephens Family Trust #2, SFT 1 Holdings, LLC, SFT 2 Holdings, LLC and SFT Management, LLC are not the record holders or the ultimate beneficial owners of any shares of Company Common Stock. Accordingly, they have exited the Section 13(d) reporting scheme and will no longer be Reporting Persons on this Schedule 13D going forward. | |
| (b) | Item 2(b) is hereby amended and restated in full.
The principal business address of each of the Reporting Persons is 8111 Douglas Avenue, Suite 1200, Dallas, Texas 75225. | |
| (c) | Item 2(c) is hereby amended and restated in full.
Mrs. Stephens Greth is the ultimate beneficial owner of the shares of Company Common Stock held of record by SGF FANG Holdings, LP and indirectly controls SGF Capital, LLC, its general partner. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to delete the third paragraph in full and replace it with the following:
The Endeavor Stockholders have nominated four directors to the Company's board of directors, in accordance with their rights under the Stockholders Agreement.
Item 4 is hereby further amended and supplemented to add the following:
On August 13, 2025, in connection with the Reorganization, SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. Mrs. Stephens Greth remains the ultimate beneficial owner of the shares of Company Common Stock, and the Reorganization results in no change in her beneficial ownership. Rather, it is a change in the form of beneficial ownership. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (e) | Item 2(a) is incorporated by reference herein. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to add the following:
On August 13, 2025, as part of the Reorganization, SGF FANG Holdings, LP became the record holder of 101,686,727 shares of Company Common Stock. The Reorganization involved transfers of shares of Company Common Stock between entities under the common control of Mrs. Stephens Greth. Mrs. Stephens Greth remains the ultimate beneficial owner of the shares. See Rule 16a-13. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended by adding the following:
99.1 Joint Filing Agreement (filed herewith).
99.2 Power of Attorney (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has
reason to believe that such information is inaccurate.
|
Dated: August 15, 2025
|
|
|
|
|
|
|
|
|
SGF FANG HOLDINGS, LP
LYNDAL STEPHENS GRETH
|
|
|
|
|
|
|
|
|
/s/ Kevin T. Keen
|
|
|
Name:
|
Kevin T. Keen
|
|
|
Title:
|
Authorized Signatory
|
Exhibit 99.2
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Kevin T. Keen the lawful attorney-in-fact and agent with full power and authority to execute and file
on the undersigned’s behalf, any and all instruments including Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the “Filings”), and any amendments, supplements or successor forms thereto pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the undersigned’s reporting obligations with respect to securities of Diamondback Energy, Inc., a Delaware
corporation, pursuant to Section 13(d) of the Exchange Act and Section 16(b) of the Exchange Act.
The authority of such attorney-in-fact shall continue until the undersigned is no longer required to file any of the Filings, unless earlier revoked in writing. The undersigned
hereby ratifies, confirms and approves in all respects all Filings (including amendments thereto) and actions taken by the attorney-in-fact relating to such Filings.
The undersigned acknowledges that the attorney-in-fact is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
IN WITNESS WHEREOF, the undersigned, in her individual capacity and in her capacity as an authorized signatory of each of the entities listed below, has executed and delivered
this Power of Attorney on her own behalf and on behalf of each such entity, with such single execution constituting the valid and binding act of the undersigned individually and of each entity, as of the date indicated.
|
Dated: August 14, 2025
|
|
|
|
|
|
|
|
|
STEPHENS FAMILY TRUST
|
|
|
|
SFT 1 HOLDINGS, LLC
SFT 2 HOLDINGS, LLC
SGF FANG HOLDINGS, LP
SGF CAPITAL, LLC
LYNDAL STEPHENS GRETH
AUTRY STEPHENS MANAGEMENT TRUST
STEPHENS FAMILY TRUST #2
ACS CAPITAL MANAGEMENT, LLC
ACS CAPITAL HOLDINGS, LP
ENDEAVOR MANAGER, LLC
SFT MANAGEMENT, LLC
|
|
|
|
|
/s/ Lyndal Stephens Greth
|
|
|
Name:
|
Lyndal Stephens Greth
|