Diamondback Energy, Inc. - Jan 29, 2025 Form 4 Insider Report for Verde Clean Fuels, Inc. (VGAS)

Role: Director, 10%+ Owner
Signature: DIAMONDBACK ENERGY, INC., Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary
Stock symbol: VGAS
Transactions as of: Jan 29, 2025
Transactions value $: $50,000,000
Form type: 4
Date filed: 1/31/2025, 07:03 PM
Previous filing: Feb 28, 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VGAS	Class A Common Stock	Purchase	$50M	+12.5M	+625%	$4.00	14.5M	Jan 29, 2025	See Footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Verde Clean Resources, Inc. (the "Issuer") purchased in a private transaction (the "PIPE Investment") pursuant to a Class A Common Stock Purchase Agreement by and between the Issuer and Cottonmouth Ventures LLC ("Cottonmouth"), a subsidiary of Diamondback Energy, Inc. ("Diamondback"). The closing of the PIPE Investment was subject to certain customary conditions to closing, including the mailing of an information statement to the Issuer's stockholders. The closing conditions were satisfied, and the PIPE Investment closed on January 29, 2025.
F2	This Form 4 is being filed by Diamondback, Diamondback E&P LLC ("Diamondback E&P"), and Cottonmouth (collectively, the "Reporting Persons"). Cottonmouth is wholly owned by Diamondback E&P and Diamondback E&P is wholly owned by Diamondback. Diamondback E&P, as the sole owner of Cottonmouth, and Diamondback, as the sole owner of Diamondback E&P, may be deemed to have voting and investment control over the shares held by Cottonmouth. This statement relates to shares of Class A Common Stock of Verde Clean Fuels, Inc. held by Cottonmouth.
F3	The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. For purposes of this filing, each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

Johnny Dossey, an employee of the Reporting Persons, is a director of Verde Clean Fuels, Inc. (the "Issuer"). By virtue of his representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization of the Issuer.