Diamondback amends Stephens stockholders pact; Holderness and Robertson leave board

Diamondback Energy trimmed the board rights tied to its Stephens-related stockholder group. In a Wednesday Form 8-K, the company said that on Sept. 29, 2026 it and SGF FANG Holdings, LP entered a First Amendment to their Sept. 10, 2024 Stockholders Agreement.

The amendment provides that the Stephens Majority may designate two directors if Stephens Stockholders beneficially own at least 10% but less than 25% of Outstanding Shares, and may designate no directors if beneficial ownership falls below 10%. A copy of the amendment is filed as Exhibit 10.1, with some information redacted under Item 601(a)(6) of Regulation S-K.

In connection with a Board Stepdown under the Stockholders Agreement — and not because of any disagreement with Diamondback on operations, policies, or practices — Darin Holderness resigned from the board on Sept. 29, 2026, and Lance Robertson resigned on Sept. 30, 2026.

Shares of FANG were about $183.81 in Wednesday’s session, down roughly 1.0% on the day and up about 20.7% year to date.

By the numbers

• Amendment date: Sept. 29, 2026 (to Sept. 10, 2024 Stockholders Agreement)
• Stephens designation: 2 seats at ≥10% and <25% ownership; 0 seats below 10%
• Holderness resignation: Sept. 29, 2026
• Robertson resignation: Sept. 30, 2026
• Stated reason frame: Board Stepdown; not disagreement on ops/policies/practices

Sources

1. Diamondback Energy, Inc. Form 8-K (Items 1.01 and 5.02), accepted Sept. 30, 2026 4:05:28 p.m. ET, accession 0001104659-26-112325

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