01—Abstract
Summary
Summary of the 8-K filed March 3, 2026. Cited figures are marked; the original filing is the authoritative source.
Viper Energy, Inc. (NASDAQ: VNOM) filed this Form 8-K on March 2, 2026 for three purposes.
Under Item 7.01, it announced the launch of an underwritten public offering of 17,391,304 shares of its Class A common stock by Diamondback Energy, Inc. and certain affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P. (the Selling Stockholders). Viper will not receive any proceeds from the secondary sale.
The Selling Stockholders granted underwriters a 30-day option to buy up to an additional 2,608,696 shares. Separately, Viper agreed to buy 1,000,000 units in its operating company, VNOM Holding Company LLC, from affiliates of Oaktree at a price equal to the price per share received by Selling Stockholders in the offering. That purchase is conditioned on the offering closing, but the offering is not conditioned on it.
J.P. Morgan and Goldman Sachs & Co. LLC are joint book-running managers. Under Item 8.01, the filing updates the pro forma picture for the year ended December 31, 2025.
It recaps the August 19, 2025 consummation of the Sitio Acquisition, an all-equity transaction valued at approximately $4.0 billiona including the partial retirement of Sitio's net debt of approximately $1.2 billion. It also recaps the May 1, 2025 Endeavor Drop-Down, which included $1.0 billion in cash. The filing states that New Viper owned approximately 85,700 net royalty acres in the Permian Basin on a pro forma basis at closing, and that the Sitio Acquisition added about 34,300 net royalty acres across the Permian and other basins.
Exhibit 99.2 presents the unaudited pro forma condensed combined statement of operations for 2025. It shows pro forma total operating income of $1,926 millionb and a pro forma net loss attributable to Viper Energy, Inc. of $(42) million, or $(0.25) per basic and diluted share, on 169,375 thousand weighted average shares.
Historical 2025 net loss attributable to Viper was $(68) million, or $(0.48) per share. The statement is illustrative only and is not a projection of future results.
02—Key points
Key Highlights
- Secondary offering: 17,391,304 Class A common shares are being sold by Diamondback Energy, Inc. and certain affiliates of EnCap and Oaktree. Viper receives no proceeds from these sales.
- Underwriter over-allotment option: the Selling Stockholders granted a 30-day option for up to 2,608,696 additional shares.
- Concurrent OpCo Unit Purchase: Viper agreed to buy 1,000,000 VNOM Holding Company LLC units from Oaktree affiliates at the per-share offering price. This purchase is conditioned on the offering closing.
- Sitio Acquisition: closed August 19, 2025 as an all-equity transaction valued at approximately $4.0 billion, including the partial retirement of approximately $1.2 billion of Sitio net debt.
- Pro forma acreage: New Viper owned approximately 85,700 net royalty acres in the Permian Basin on a pro forma basis at the Sitio closing, about 43% of which were operated by Diamondback.
- Pro forma 2025 results: total operating income of $1,926 million and a net loss attributable to Viper of $(42) million, or $(0.25) per share, versus a historical net loss of $(68) million, or $(0.48) per share.
- Endeavor Drop-Down: completed May 1, 2025 for $1.0 billion in cash plus 69,626,640 Viper OpCo Units and an equal number of Class B shares. Accounted for as a transaction between entities under common control.
03—Questions
Frequently Asked Questions
Will Viper Energy receive any proceeds from the secondary offering?
No. The filing states that Viper will not receive any proceeds from the sale of shares by the Selling Stockholders. Viper's only related cash outflow is the concurrent purchase of 1,000,000 OpCo units from Oaktree affiliates, priced at the per-share offering price.
How many shares are included in the offering, and is there an option for more?
The offering covers 17,391,304 shares of Class A common stock. The Selling Stockholders granted underwriters a 30-day option to purchase up to an additional 2,608,696 shares solely to cover over-allotments.
Are the offering and the concurrent OpCo unit purchase dependent on each other?
Not entirely. The filing states the secondary offering is not conditioned on the concurrent OpCo Unit Purchase, but the Concurrent OpCo Unit Purchase is conditioned on the completion of the secondary offering.
What was the financial effect of the Sitio Acquisition and Endeavor Drop-Down on 2025 results?
The filing presents an unaudited pro forma 2025 statement that assumes both transactions occurred on January 1, 2025. It shows a pro forma net loss attributable to Viper Energy, Inc. of $(42) million, or $(0.25) per share, compared with a historical net loss of $(68) million, or $(0.48) per share. The filing notes this statement is for illustrative purposes only and should not be used to project future performance.
What is the scale of Viper's royalty position after the Sitio Acquisition?
On a pro forma basis at the Sitio closing, New Viper owned approximately 85,700 net royalty acres in the Permian Basin, approximately 43% of which were operated by Diamondback Energy. The filing also states an average 1.8% net royalty interest in approximately 33,300 gross producing horizontal wells (about 608 net wells), with estimated Q4 2025 average production of 64 to 68 MBO/d (122 to 130 MBOE/d).
04—Continue