01—Abstract
Summary
Summary of the 8-K filed December 30, 2025. Cited figures are marked; the original filing is the authoritative source.
On December 23, 2025, Viper Energy, Inc. completed an internal reorganization in which each outstanding limited liability company interest of its operating subsidiary, Viper Energy Partners LLC ("Old OpCo"), was converted into an equivalent interest in a newly formed subsidiary, VNOM Holding Company LLC ("New OpCo").
This Form 8-K updates investors on the Reorganization and the agreements entered into in connection with it. Under an Omnibus Transaction Agreement dated December 23, 2025, several Sitio Permian-related entities and other named entities (the "Merging Entities") merged with and into Old OpCo, and Old OpCo then merged with and into a wholly owned subsidiary of VNOM Sub, Inc., in connection with New OpCo's issuance of limited liability company interests to Old OpCo's members. New OpCo's Amended and Restated Limited Liability Company Agreement gives its members substantially the same rights and obligations they previously held under Old OpCo's agreement.
Members can require Viper to redeem Paired Units (one share of Class B common stock plus one New OpCo unit) for Class A common stock on a one-for-one basis, and Viper may instead elect to buy tendered units for cash based on the 20-day average of daily closing Class A prices, with any remainder settled in shares. The filing lists the Omnibus Transaction Agreement as Exhibit 2.1 and the New OpCo LLC Agreement as Exhibit 10.1. Certain schedules and exhibits were omitted under Item 601(a)(5) of Regulation S-K, and Viper has agreed to furnish them to the SEC on request.
02—Key points
Key Highlights
- On December 23, 2025, Viper completed an internal reorganization converting each interest in its operating subsidiary Viper Energy Partners LLC (Old OpCo) into an equivalent interest in VNOM Holding Company LLC (New OpCo).
- An Omnibus Transaction Agreement dated December 23, 2025 provides for several Merging Entities, including Sitio Permian, LP and other Sitio-related entities, to merge into Old OpCo, which then merges into a wholly owned subsidiary of VNOM Sub, Inc.
- New OpCo members keep substantially the same rights and obligations they held under Old OpCo's Fourth Amended and Restated LLC Agreement dated August 19, 2025.
- Members may require Viper to redeem Paired Units (one Class B share and one New OpCo unit) in exchange for Class A common stock on a one-for-one basis.
- Viper may elect, instead of a redemption, to purchase tendered units for cash equal to the number of units times the 20-day average of daily closing Class A prices, multiplied by the percentage settled in cash.
- Named members of New OpCo include affiliates of Diamondback Energy, Inc., Tumbleweed Royalty IV, LLC, NGU Management LLC and EnCap Energy Capital Fund X, L.P.
- Exhibits 2.1 and 10.1 are incorporated by reference, and certain schedules were omitted under Item 601(a)(5) of Regulation S-K.
03—Questions
Frequently Asked Questions
What was the purpose of the December 23, 2025 Reorganization?
The filing describes the Reorganization as an internal restructuring in which each outstanding limited liability company interest of Viper Energy Partners LLC (Old OpCo) was converted into an equivalent interest issued by a newly formed subsidiary, VNOM Holding Company LLC (New OpCo). The filing does not state a further business rationale.
How can New OpCo members exchange their units for Viper stock?
Members may require Viper to redeem all or part of their Class B common stock together with an equal number of New OpCo units (a Paired Unit) for Class A common stock, one share for each tendered unit. Viper may instead, subject to the redeeming member's written acceptance, buy the tendered units for cash, calculated from the 20-day average of daily closing Class A prices and the percentage settled in cash, with any remainder redeemed for Class A shares.
Did the members' rights change under the New OpCo LLC Agreement?
According to the filing, the New OpCo LLC Agreement provides members with substantially the same rights and obligations they previously held under the Fourth Amended and Restated Limited Liability Company Agreement of Old OpCo, dated August 19, 2025.
Which entities were involved in the Omnibus Transaction Agreement?
The agreement is among Viper Energy Partners LLC (Old OpCo), Sitio Permian, LP, Sitio Appalachia, LP, Sitio Nuevo, LP, Sitio Anadarko, LP, Moccasin Royalty LLC, Queen Snake Royalty LLC, King Snake Royalty LLC, 1979 Royalties GP, LLC, Mamba Royalty LP, 1979 Royalties, LP and VNOM Merger Sub LP (the Merging Entities), and, solely for Section 4, VNOM Holding Company LLC (New OpCo). Under the agreement, the Merging Entities merged into Old OpCo, which then merged into a wholly owned subsidiary of VNOM Sub, Inc.
04—Continue