SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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) |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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CUSIP No. | 25278X109 |
1 |
Name of reporting person
Greth Lyndal | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
TEXAS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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 |
SCHEDULE 13D
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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)
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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
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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 |
SCHEDULE 13D
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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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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CUSIP No. | 25278X109 |
1 |
Name of reporting person
Endeavor Manager, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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
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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 |
SCHEDULE 13D
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CUSIP No. | 25278X109 |
1 |
Name of reporting person
Stephens Family Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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
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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 |
SCHEDULE 13D
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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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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CUSIP No. | 25278X109 |
1 |
Name of reporting person
SFT Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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 |
SCHEDULE 13D
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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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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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.
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