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Viper Energy 8-K Report, Material Agreement (Mar 4, 2026)

Reports
Material Agreements·Regulation FD·Other Events+1
Filing Date
Filed March 4, 2026
Period End
March 2, 2026
Security
VNOM
In the record · 2025–202610-K110-Q48-K16

VNOM filed 1 annual reports (10-K), 4 quarterly reports (10-Q) and 16 current reports (8-K) between 2025 and 2026.

  1. Material agreement8-K · Dec ’25Dec ’25
  2. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed March 4, 2026. Cited figures are marked; the original filing is the authoritative source.

Viper Energy, Inc. (NASDAQ: VNOM) disclosed in this Form 8-K, dated March 4, 2026, that a secondary public offering of its Class A common stock by selling stockholders Diamondback Energy, Inc., certain EnCap Investments affiliates and Oaktree Capital Management affiliates closed that day.

The underwriting agreement, dated March 2, 2026, covers 17,391,304 shares at a public offering price of $45.90a per share, with an option for the underwriters to buy up to an additional 2,608,696 shares. Viper did not receive any proceeds from the offering. The press release states gross proceeds to the Selling Stockholders of approximately $798 million.

Viper and the Selling Stockholders agreed to a 30-day lock-up on further sales or registration of shares, subject to certain exceptions. Concurrently, Viper's operating company, VNOM Holding Company LLC ("OpCo"), repurchased 1,000,000 OpCo units from Oaktree affiliates at a price equal to the Secondary Offering price, and a corresponding number of Class B common shares held by Oaktree were cancelled. The repurchase was made under Viper's $1.75 billionb repurchase program, which the Board expanded to cover OpCo units and Class B shares.

Since December 31, 2025, Viper has also repurchased 417,516 Class A shares for a total cost of $15.6 millionc, leaving approximately $1.23 billion available under the authorization, excluding excise tax. For investors, the key points are that the offering was executed by existing holders rather than new capital raised by Viper, and that the company used its own buyback authority to repurchase OpCo units and Class B shares from Oaktree. The filing also includes a Latham & Watkins legal opinion incorporated into the Shelf Registration Statement (File No. 333-289863).

02—Key points

Key Highlights

  1. Secondary offering of 17,391,304 Class A common shares priced at $45.90 per share, closed March 4, 2026; underwriters hold an option for up to 2,608,696 additional shares.
  2. Viper received no proceeds from the offering; gross proceeds to Selling Stockholders were approximately $798 million per the press release.
  3. Selling Stockholders include Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P., Tumbleweed Royalty IV, LLC, and Opps IX Source Holdings affiliates of Oaktree.
  4. OpCo repurchased 1,000,000 OpCo units from Oaktree at the offering price, with a matching number of Class B common shares cancelled.
  5. Viper repurchased 417,516 Class A shares since December 31, 2025 for $15.6 million; approximately $1.23 billion remains under the $1.75 billion authorization.
  6. Selling Stockholders and Viper agreed to a 30-day lock-up on sales and new registration statements, subject to exceptions and underwriter consent.
  7. Offering was made under an effective automatic shelf registration statement on Form S-3 filed August 26, 2025.

03—Questions

Frequently Asked Questions

  1. Did Viper Energy receive any cash from the secondary offering?

    No. The filing states that Viper did not receive any proceeds from the sale of shares in the Secondary Offering; the proceeds went to the Selling Stockholders.

  2. Who sold shares in the offering?

    The Selling Stockholders were Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P., Tumbleweed Royalty IV, LLC, and Opps IX Source Holdings PT, L.P. and Opps IX Source Holdings II PT, L.P. (Oaktree affiliates).

  3. What did Viper do in connection with the offering?

    OpCo, a consolidated subsidiary, bought 1,000,000 OpCo units from Oaktree affiliates at a price equal to the offering price received by the Selling Stockholders. Corresponding Class B common shares were cancelled. The repurchase was funded under Viper's existing $1.75 billion repurchase program, which was expanded to cover OpCo units and Class B shares.

  4. How much capacity remains under Viper's repurchase authorization?

    As of the filing, approximately $1.23 billion remained available under the $1.75 billion share repurchase authorization, excluding excise tax, after Viper repurchased 417,516 Class A shares since December 31, 2025 for $15.6 million and the OpCo unit repurchase.

  5. Are there restrictions on future share sales by Viper or the Selling Stockholders?

    Yes. Viper and the Selling Stockholders agreed, subject to certain exceptions, not to sell, pledge or otherwise dispose of Class A shares or related securities, and Viper agreed not to file a related registration statement, for 30 days from the underwriting agreement date without the consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC.

04—Continue

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