VNOM · Viper Energy
22 filings
VNOM SEC Filings
Viper Energy - 22 total filings
VNOM filed 1 annual reports (10-K), 4 quarterly reports (10-Q) and 17 current reports (8-K) between 2025 and 2026.
- 8-K/A · Aug 25, 2025
- 8-K · Nov 3, 2025
- 10-Q · Nov 5, 2025
- 8-K · Dec 12, 2025
- 8-K · Dec 30, 2025
- 8-K · Feb 19, 2026
- 8-K · Feb 23, 2026
- 10-K · Feb 25, 2026
- 8-K · Mar 3, 2026
- 8-K · Mar 4, 2026
- 8-K · May 4, 2026
- 10-Q · May 6, 2026
- 8-K · May 19, 2026
- 8-K · Jun 15, 2026
- 8-K · Jul 2, 2026
- 8-K · Aug 3, 2026
- 10-Q · Aug 5, 2026
- 8-K · Sep 8, 2026
- 8-K · Sep 16, 2026
- 8-K · Nov 2, 2026
- 10-Q · Nov 4, 2026
- 8-K · Nov 10, 2026
Viper Energy 8-K Report, Unregistered Securities Sale (Nov 10, 2026)
Viper Energy, Inc. (VNOM) announced the adoption of a Distribution Reinvestment Plan (DRIP) for its subsidiary, VNOM Holding Company LLC (the "Operating Company"), effective November 5, 2026. This plan allows holders of Operating Company Units ("OpCo Units") to reinvest their cash distributions into newly issued OpCo Units. Crucially, for every OpCo Unit issued under the DRIP, Viper Energy will simultaneously issue an equal number of its Class B common stock or enhance existing stock options. This mechanism could lead to an increase in both the outstanding OpCo Units and Viper Energy's Class B common stock.
Viper Energy Quarterly Report for Q3 Ended Sep 30, 2026
Viper Energy, Inc. (VNOM) reported a strong third quarter of 2026, demonstrating robust operational performance and strategic growth. The company significantly increased its royalty income compared to the prior year, driven by a substantial rise in production volumes, largely due to strategic acquisitions like the Sitio, Riverbend, and McElroy Ranch transactions, as well as ongoing development activity. Net income attributable to Viper Energy, Inc. was $140 million for the three months ended September 30, 2026, a significant improvement from a net loss in the same period last year, showcasing effective cost management and favorable commodity prices. The company continues to actively manage its portfolio, evidenced by the divestiture of non-Permian assets in early 2026 and ongoing acquisitions. Management has also demonstrated a commitment to returning capital to shareholders through dividends and share repurchases. The increased availability under its Revolving Credit Facility and a solid cash flow position provide ample liquidity for ongoing operations and potential future growth initiatives, including the pending Buckhorn acquisition.
Viper Energy 8-K Report, Financial Results (Nov 2, 2026)
Viper Energy, Inc., a subsidiary of Diamondback Energy, Inc., reported third quarter 2026 results for the period ended September 30, 2026. Net income was $300 million, a 45% net income margin, and Adjusted EBITDA was $596 million, a 90% margin. Cash flow from operating activities was $447 million and Free Cash Flow was $520 million, a 79% margin. Average daily production was 69,076 bo/d (141,152 boe/d), and total operating income was $661 million. Total debt and net debt were each $2.4 billion at September 30, 2026. The company declared a base dividend of $0.50 per Class A share, payable November 19, 2026, and repurchased approximately 2.1 million Class A shares for approximately $90 million during the quarter. The company also announced two acquisitions. The McElroy Ranch Acquisition, completed in September 2026 for an aggregate purchase price of approximately $529 million including $49 million of deferred consideration, added approximately 7,359 net royalty acres in Upton and Crane Counties. The Pending Buckhorn Acquisition, agreed on September 14, 2026, is expected to close in the fourth quarter of 2026 for $280 million in cash and approximately 1.8 million Class A shares. It adds 1,552 net royalty acres, mostly in the Midland Basin, and is expected to lift pro forma net debt to approximately $2.4 billion at year-end 2026, or about 1.0x pro forma leverage based on last twelve months Adjusted EBITDA. Viper raised its full year 2026 production guidance to 67.25 to 67.75 Mbo/d (137.0 to 138.0 Mboe/d) and initiated fourth quarter 2026 guidance of 70.00 to 71.00 Mbo/d (141.50 to 143.50 Mboe/d), both including the Pending Buckhorn Acquisition. Guidance also covers unit costs, including depreciation, depletion and amortization of $14.75 to $17.25 per boe, and a cash tax rate of 27% to 30%. The company will hold a conference call on November 3, 2026.
Viper Energy 8-K Report, Executive Changes (Sep 16, 2026)
Viper Energy, Inc. (VNOM) filed a Form 8-K on September 16, 2026 under Item 5.02 to report a board change. On September 15, 2026, the Board of Directors increased its size by one director, bringing the full Board to nine directors, and appointed John Grotzinger as a director. Dr. Grotzinger will serve until the 2027 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. He has not been appointed to any Board committee. The filing describes Dr. Grotzinger as a geology and planetary science expert with over 40 years of experience. He is a member of the National Academy of Sciences and the Harold Brown Professor of Geology at the California Institute of Technology, a role he has held since 2021. He previously served as Division Chair of Geological and Planetary Sciences at Caltech from 2014 to 2024 and as Chief Scientist of NASA's Mars Science Laboratory Curiosity rover mission from 2007 to 2014. He has also served on the Halliburton Labs advisory board since 2020 and on the Shell Science Advisory Board from 2014 to 2019. As a non-employee director, Dr. Grotzinger will be compensated under the company's non-employee director compensation program, as disclosed in the proxy statement filed April 8, 2026, and will receive a pro-rated annual restricted stock unit award for his partial year of service. The company has also entered into an indemnification agreement with him, in the same form used with the other directors. The filing states there are no arrangements under which he was selected as a director and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K.
Viper Energy 8-K Report, Unregistered Securities Sale (Sep 8, 2026)
Viper Energy, Inc. (VNOM) reported in a Form 8-K dated September 8, 2026 that it completed a previously disclosed acquisition of mineral and royalty interests from Diamondback Energy, Inc. and related subsidiaries (the "2026 Drop Down"). The purchase agreement was entered into on August 3, 2026, and the transaction closed on September 1, 2026. Viper Energy Partners LP, an indirect wholly owned subsidiary, acted as buyer. Under the 2026 Drop Down, the Company acquired the mineral and royalty interests in exchange for 3,815,459 units representing limited liability company membership interests in VNOM Holding Company LLC, a consolidated subsidiary, along with an equivalent number of shares of Class B common stock, par value $0.000001 per share. The Class B shares were issued in reliance on the Section 4(a)(2) private placement exemption under the Securities Act of 1933. For investors, the filing is primarily a disclosure of an unregistered equity issuance tied to an asset acquisition. It does not state the value of the acquired interests, the financial effects of the transaction, or any cash consideration.
Viper Energy Quarterly Report for Q2 Ended Jun 30, 2026
Viper Energy, Inc. reported second-quarter 2026 total operating income of $677 million, up from $297 million in the second quarter of 2025, and net income attributable to Viper Energy, Inc. of $142 million, or $0.73 per diluted share, versus $37 million, or $0.28 per share, a year earlier. Royalty income was $658 million, with oil income of $582 million. Production averaged 134,363 BOE/d in the quarter, and the company is raising its full-year 2026 production guidance to a range of approximately 132.5 MBOE/d to 135 MBOE/d. Average realized oil price was $98.28 per Bbl in the quarter versus $73.16 per Bbl in the first quarter of 2026. For the six months ended June 30, 2026, net cash provided by operating activities was $815 million. Balance sheet activity was significant in 2026. The company sold its non-Permian assets for net cash proceeds of approximately $610 million and used the proceeds to repay the $500 million Term Loan in full. Long-term debt, net, declined to $1.678 billion from $2.186 billion at year-end 2025. The Revolving Credit Facility was upsized to $2.00 billion and extended to June 2031, with $95 million outstanding and $1.91 billion available at June 30, 2026. Total liquidity was $1.99 billion. Subsequent to quarter end, the company closed the Riverbend Acquisition on July 1, 2026, for approximately $339 million in cash and 3,691,796 Class A shares, and agreed on August 3, 2026 to the Pending 2026 Drop Down, an exchange for 3,654,979 OpCo Units and Class B shares covering approximately 933 net royalty acres. Shareholder returns are changing. On July 30, 2026, the board approved a second-quarter 2026 dividend of $0.67 per Class A share, consisting of a $0.38 base and a $0.29 variable component, and raised the annual base dividend to $2.00 per share, payable in quarterly installments of $0.50 beginning with the third quarter of 2026. The company will no longer commit to returning at least 75% of cash available for distribution each quarter. As of June 30, 2026, approximately $1.01 billion remained under the repurchase program.
Viper Energy 8-K Report, Financial Results (Aug 3, 2026)
Viper Energy, Inc., a subsidiary of Diamondback Energy, Inc., reported second quarter 2026 results on August 3, 2026, with total operating income of $677 million, consolidated net income of $331 million, and net income attributable to Viper of $142 million, or $0.73 per Class A common share. Average daily production was 134,363 boe/d (65,077 bo/d) in the quarter. Cash available for distribution to Class A stockholders was $262 million, or $1.37 per share. The company declared a base dividend of $0.38 and a variable dividend of $0.29 per Class A share, both payable August 20, 2026. Total return of capital was $197 million, or 75% of cash available for distribution. Consolidated net debt was $1.6 billion as of June 30, 2026, with a cash balance of $77 million. The most significant change is a strategic shift in capital return policy. Effective Q3 2026, the Board approved a 32% increase in the base dividend to $2.00 per Class A share annually, which the company says would be fully protected down to approximately $30 per barrel WTI and would represent about 50% of cash available for distribution at $70 per barrel WTI. Viper is also removing its quarterly commitment to return at least 75% of cash available for distribution, which the company says will provide flexibility for share repurchases, debt reduction, and M&A. On the operating side, Viper initiated Q3 2026 production guidance of 67,500 to 68,500 bo/d and raised full-year 2026 guidance to 66,000 to 67,250 bo/d. The Riverbend Acquisition closed July 1, 2026, and on August 3, 2026, a subsidiary agreed to acquire about 933 net royalty acres from Diamondback in exchange for approximately 3.7 million OpCo Units, with closing expected in late Q3 2026.
Viper Energy 8-K Report, Corporate Update (Jul 2, 2026)
Viper Energy, Inc. filed this Current Report on Form 8-K on July 2, 2026, under Item 8.01 (Other Events). The company states that on that date it filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-289863). The 8-K was filed solely to file the opinion of Latham & Watkins LLP on the legality of the securities issued and sold under that prospectus supplement, attached as Exhibit 5.1. The filing itself contains no financial results, financial statements, deal terms, offering size, or pricing information. Its substance is procedural: it makes the legal opinion publicly available in connection with the shelf offering. The consent of Latham & Watkins LLP is incorporated within Exhibit 5.1 as Exhibit 23.1, and the filing includes Inline XBRL cover page tagging as Exhibit 104. The report was signed by Teresa L. Dick, Chief Financial Officer, Executive Vice President and Assistant Secretary. For investors, the practical takeaway is that Viper has an active shelf registration and has filed a prospectus supplement that the legal opinion supports. The specific securities offered, their amounts, and their terms would be found in the prospectus supplement and related filings rather than in this 8-K.
Viper Energy 8-K Report, Material Agreement (Jun 15, 2026)
Viper Energy, Inc. (filing under this name; parent guarantor) and VNOM Sub, Inc. entered into a First Amendment to the credit agreement on June 12, 2026, with Viper Energy Partners LP as borrower, the lenders and guarantors named therein, and Wells Fargo Bank, National Association, as administrative agent. The filing states that the Amendment extended the maturity date from June 12, 2030 to June 12, 2031, increased total commitments from $1.5 billion to $2.0 billion, amended certain other provisions, and decreased the interest rate applicable to loans and certain fees payable under the Credit Agreement. The filing is brief and relies on the full text of the Amendment, filed as Exhibit 10.1, for complete terms. Item 2.03 incorporates the Item 1.01 disclosure by reference, so the amendment is reported as a direct financial obligation. The filing also notes that many lenders and/or their affiliates have performed, and may in the future perform, investment banking, financial advisory, lending, commercial banking, or other services for the company, for which they have received or may receive customary compensation. Schedules to Exhibit 10.1 were omitted under Item 601(a)(5) of Regulation S-K, and the company agreed to furnish them to the SEC upon request. The report is signed by Teresa L. Dick, Chief Financial Officer, Executive Vice President and Assistant Secretary, and is dated June 15, 2026.
Viper Energy 8-K Report, Bylaw Amendment (May 19, 2026)
Viper Energy, Inc. filed a Second Amended and Restated Certificate of Incorporation on May 19, 2026. The filing states that stockholders approved it at the Company's 2026 Annual Meeting of Stockholders, held the same day at the Petroleum Club of Midland in Midland, Texas. The principal governance change lets stockholders holding at least 20% of the voting power, determined on a net long basis, continuously for at least one year, call special meetings of stockholders. The filing describes the other changes as immaterial. At the meeting, stockholders re-elected eight directors (Laurie H. Argo, Spencer D. Armour III, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van't Hof and Steven E. West) to serve until the 2027 Annual Meeting. Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 276,982,537 votes for and 42,274,219 against. They also ratified Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026, with 333,814,077 votes for and 367,121 against. The filing lists the amended certificate of incorporation as Exhibit 3.1 and the Inline XBRL cover page as Exhibit 104. Its vote tallies are the only financial-related details it reports.
Viper Energy Quarterly Report for Q1 Ended Mar 31, 2026
Viper Energy, Inc. reported first-quarter 2026 total operating income of $511 million, up from $245 million in the first quarter of 2025, with royalty income of $496 million and net income of $215 million (net income attributable to Viper Energy, Inc. of $97 million, or $0.53 diluted EPS). Production averaged 130,711 BOE/d, with oil income of $428 million. The company's first-quarter 2026 results reflect the full-quarter contribution of the Sitio Acquisition and 2025 Drop Down, as the filing attributes most of the 128% production growth year over year to those transactions. During the quarter, Viper divested its non-Permian assets for net cash proceeds of approximately $610 million, which were used to repay the $500 million Term Loan in full and fully repay $90 million of Revolving Credit Facility borrowings. Total debt fell to $1.60 billion at March 31, 2026, from $2.19 billion at December 31, 2025, and liquidity stood at $1.51 billion. The company also completed a secondary offering in March 2026 in which it received no proceeds, increased its repurchase authorization to $1.75 billion, and repurchased $96 million of securities during the quarter. Subsequent to quarter end, Viper agreed on May 1, 2026 to acquire Riverbend Oil & Gas IX for approximately $337 million in cash and 3,689,865 Class A shares, expected to close in the third quarter of 2026. Management estimates full-year 2026 production, excluding this acquisition, at approximately 126 to 130 MBOE/d, and a $0.68 per share first-quarter dividend was declared, payable May 21, 2026.
Viper Energy 8-K Report, Financial Results (May 4, 2026)
Viper Energy, Inc. (Nasdaq: VNOM), a subsidiary of Diamondback Energy, Inc., reported first quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Q1 2026 average production was 65,000 bo/d (130,711 boe/d), with consolidated net income of $215 million and net income attributable to Viper of $97 million, or $0.53 per Class A common share. Consolidated adjusted net income was $221 million, or $1.22 per Class A common share, and cash available for distribution to Class A shares was $204 million, or $1.05 per share. The company declared a base dividend of $0.38 and a variable dividend of $0.30 per Class A share, a total of $0.68, and returned $183 million, or 90% of cash available for distribution, to Class A stockholders in the quarter. Balance sheet deleveraging was a major theme. The February 9, 2026 closing of the Non-Permian Divestiture generated net proceeds of approximately $610 million, used to repay $500 million of term loan borrowings and $90 million of revolver borrowings. As of March 31, 2026, net debt was $1.59 billion, a decrease of $600 million from December 31, 2025, and the company had $28 million in cash. The filing also announces the Riverbend Acquisition, a definitive agreement signed May 1, 2026 to acquire Riverbend Oil & Gas IX, L.L.C. for $337 million in cash plus approximately 3.7 million Class A shares, expected to close in early Q3 2026. The company expects pro forma net debt of about $1.8 billion and pro forma leverage of about 1.1x at $55 per barrel WTI. Full-year 2026 production guidance of 64,500 to 66,500 bo/d excludes the pending acquisition, which is expected to add about 1,000 bo/d at the midpoint.
Viper Energy 8-K Report, Material Agreement (Mar 4, 2026)
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 $45.90 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 billion 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 million, 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).
Viper Energy 8-K Report, Regulation FD Disclosure (Mar 3, 2026)
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 billion 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 million 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.
Viper Energy Annual Report, Year Ended Dec 31, 2025
Viper Energy, Inc. (Nasdaq: VNOM) reported a 2025 net loss attributable to Viper Energy, Inc. of $68 million, compared with net income of $359 million in 2024, driven primarily by a $768 million non-cash ceiling test impairment. Total operating income rose to $1,395 million from $861 million, with royalty income of $1,346 million versus $854 million, reflecting production growth of 91% (average 95,126 BOE/d in 2025 versus 49,784 BOE/d in 2024). Depletion increased to $607 million, and the company's proved reserves totaled 406,035 MBOE at year-end 2025, approximately 48% oil. The growth was largely acquisition-driven, including the all-equity Sitio Acquisition valued at approximately $4.0 billion and the 2025 Drop Down from Diamondback subsidiaries. The company's balance sheet expanded significantly, with total assets of $12.67 billion and total long-term debt of $2.19 billion at December 31, 2025, versus $1.08 billion a year earlier. Cash from operations was $1,053 million in 2025. Subsequent to year-end, Viper completed the Non-Permian Divestiture on February 9, 2026 for net cash proceeds of approximately $617 million, which was used to repay the $500 million Term Loan in full. Management stated that an additional material non-cash impairment is reasonably likely in the first quarter of 2026, though the amount could not be estimated. Shareholder returns remained a central focus. The board raised the repurchase authorization from $750 million to $1.75 billion on February 18, 2026, with approximately $1.2 billion available, and approved a $0.52 per Class A share dividend for the fourth quarter of 2025 (base $0.38 plus variable $0.14), with an annual base dividend increased to $1.52 per share. Management said it returned 90% of cash available for distribution for the fourth quarter of 2025 and expects to increase returns to upwards of 100% of future cash available for distribution.
Viper Energy 8-K Report, Financial Results (Feb 23, 2026)
Viper Energy, Inc., a subsidiary of Diamondback Energy, Inc., reported fourth quarter and full year 2025 results in a press release furnished under Item 2.02 of this Form 8-K. For Q4 2025, average production was 66,413 bo/d (134,000 boe/d), and the company posted a consolidated net loss of $246 million, driven primarily by a non-cash impairment of $408 million tied to properties acquired from Diamondback in the 2025 Drop Down. Consolidated adjusted net income was $121 million, or $0.72 per Class A share, and cash available for distribution to Class A shares was $145 million, or $0.85 per share. The Board declared a Q4 2025 base dividend of $0.38 and a variable dividend of $0.14 per Class A share, payable March 12, 2026, and Q4 return of capital equaled 90% of cash available for distribution. The filing also announces a 15% increase in the annual base dividend to $1.52 per share, which the company says represents approximately 50% of cash available for distribution at $50 WTI, and a $1.0 billion increase in the share repurchase authorization, leaving approximately $1.2 billion remaining. On February 9, 2026, Viper closed the divestiture of its non-Permian assets for net proceeds of approximately $617 million (subject to customary post-closing adjustments), which were used to fully repay the $500 million term loan and the revolver balance. As of December 31, 2025, total debt excluding issuance costs was $2.2 billion against $13 million of cash, and the company guided full-year 2026 production to 61,000 to 67,000 bo/d (120,000 to 132,000 boe/d). For full year 2025, Viper reported a consolidated net loss of $206 million, a net loss attributable to Viper of $68 million, and consolidated adjusted EBITDA of $1.3 billion. Proved reserves at year-end 2025 were 406,035 Mboe, up 107% year over year, with a PV-10 of approximately $7.4 billion. Management described the company as entering 2026 with a balance sheet near its long-term net debt target of $1.5 billion.
Viper Energy 8-K Report, Executive Changes (Feb 19, 2026)
Viper Energy, Inc. (VNOM) filed this Current Report on Form 8-K dated February 19, 2026, to disclose a leadership change within its legal function. Under Item 5.02, the filing states that effective February 18, 2026, Will Krueger, previously Vice President – Legal, was promoted to Vice President, General Counsel and Secretary of Viper. Mr. Krueger remains an employee of Diamondback E&P LLC, a wholly owned subsidiary of Viper's parent, Diamondback Energy, Inc. His services to Viper continue under the Services and Secondment Agreement dated as of November 2, 2023, under which Diamondback and Diamondback E&P LLC provide personnel and general and administrative services to Viper, including its executive officers. He will report to Matt Zmigrosky, Diamondback's Executive Vice President, Chief Legal and Administrative Officer and Secretary, who is stepping down as Viper's Executive Vice President, General Counsel and Secretary to facilitate the promotion. The filing contains no financial results, operating data, or guidance. Its significance for investors is limited to governance and management continuity, since Viper's executive services are provided through the parent's shared-services arrangement.
Viper Energy 8-K Report, Material Agreement (Dec 30, 2025)
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.
Viper Energy 8-K Report, Corporate Update (Dec 12, 2025)
Viper Energy Partners LLC ("OpCo"), a consolidated subsidiary of Viper Energy, Inc. ("Viper"), entered into a unit purchase and sale agreement dated December 11, 2025 with an affiliate of Kimmeridge Energy Management Company, LLC ("Kimmeridge"). Under the agreement, OpCo is repurchasing 1,000,000 OpCo units from Kimmeridge for an aggregate price of $40,650,000, or $40.65 per unit, which the filing states is equivalent to the last Nasdaq closing price of Viper's Class A Common Stock before the repurchase. A corresponding number of Class B Common Stock shares held by Kimmeridge will be cancelled. The repurchase is being made under Viper's existing $750 million repurchase program, which the Board expanded to also cover OpCo units and Class B Common Stock. The Viper audit committee approved the transaction. The filing also states that since September 30, 2025, Viper has repurchased 1,402,749 Class A shares for a total cost of $52.3 million, leaving approximately $240.9 million available under the $750 million share repurchase authorization, excluding excise tax. For investors, the filing is a disclosure of a capital return action: a related-party style buyback of a large holder's position at a price tied to the market, combined with ongoing open-market share repurchases. The filing does not state the business or financial impact beyond these figures.
Viper Energy Quarterly Report for Q3 Ended Sep 30, 2025
Viper Energy, Inc. reported a third-quarter 2025 net loss attributable to Viper Energy, Inc. of $77 million, compared with net income of $49 million in the third quarter of 2024, driven by a $360 million non-cash ceiling test impairment. Total operating income rose to $418 million from $211 million, and royalty income rose to $393 million from $209 million. For the nine months ended September 30, 2025, net income attributable to Viper was $35 million, versus $149 million a year earlier, with royalty income of $924 million compared with $629 million. The quarter was shaped by the August 19, 2025 all-equity Sitio Acquisition, valued at approximately $4.0 billion, which added about 34,300 net royalty acres. Production rose sharply: the filing states a 39% increase in production versus the second quarter, with about 58% of that growth attributed to Sitio. Viper ended the quarter with 95,846 net royalty acres, and the 2025 Drop Down and Morita Ranches Acquisition also contributed to growth. Diamondback owned approximately 43.0% of the voting power of the Company's Common Stock at September 30, 2025. Balance sheet leverage increased. Total debt, net was $2,621 million, and the company issued $1.6 billion of Guaranteed Senior Notes and a $500 million Term Loan. Liquidity was approximately $1.4 billion, including $53 million of cash and $1.3 billion of available borrowings under the 2025 Revolving Credit Facility. The company declared a third-quarter 2025 dividend of $0.58 per Class A share, and it agreed on October 30, 2025 to sell non-Permian assets for approximately $670 million, with closing expected in the first quarter of 2026. The filing also states that an additional material impairment in the fourth quarter of 2025 is reasonably likely.
Viper Energy 8-K Report, Financial Results (Nov 3, 2025)
Viper Energy, Inc., a subsidiary of Diamondback Energy, Inc., reported financial and operating results for the third quarter ended September 30, 2025, and announced a definitive agreement to sell its non-Permian assets for $670 million to an affiliate of GRP Energy Capital and Warwick Capital Partners. The divestiture is expected to close in Q1 2026 with an effective date of September 1, 2025, and the filing projects FY 2026 average daily production from those assets of approximately 4,500 to 5,000 bo/d (9,000 to 10,000 boe/d). For Q3 2025, Viper reported average production of 56,087 bo/d (108,859 boe/d), a consolidated net loss of $197 million (including non-controlling interest), and a net loss attributable to Viper of $77 million, or $0.52 per Class A share. Consolidated adjusted net income was $156 million, or $1.04 per Class A share, and pro forma cash available for distribution was $165 million, or $0.97 per Class A share. The net loss was primarily driven by a $360 million non-cash impairment tied to properties acquired from Diamondback in the May 1, 2025 drop down. The company closed its Sitio Royalties acquisition on August 19, 2025, in an all-equity transaction valued at approximately $4.0 billion. Viper declared a Q3 2025 base dividend of $0.33 and a variable dividend of $0.25 per Class A share, both payable November 20, 2025. Total return of capital for the quarter was $140 million, or $0.83 per share, representing 85% of pro forma cash available for distribution. Net debt was $2.2 billion at September 30, 2025, and the company initiated Q4 2025 production guidance of 65,000 to 67,000 bo/d. Management also said that, after the divestiture closes and net debt approaches its $1.5 billion target, it expects to return nearly 100% of cash available for distribution.
Viper Energy 8-K/A Report, Exhibit Filing (Aug 25, 2025)
This Form 8-K/A, amending Viper Energy, Inc.'s Form 8-K filed August 19, 2025, provides the financial statements and pro forma information for the completed acquisition of Sitio Royalties Corp. The transaction was an all-equity combination in which Sitio stockholders received 0.4855 shares of New Viper Class A Common Stock per Sitio Class A share, and Sitio stockholders are stated to own approximately 20% of the outstanding New Viper common stock, with Viper stockholders owning approximately 80%. The Sitio debt, which totaled $1.1 billion as of June 30, 2025, was retired at closing. The filing describes the acquired mineral and royalty interests as approximately 34,300 net royalty acres, bringing the pro forma company to approximately 85,700 net royalty acres in the Permian Basin, about 43% of which are operated by Diamondback Energy, with estimated Q4 2025 average production of 64 to 68 MBO/d (122 to 130 MBOE/d). To fund the repayment of Sitio's debt and redeem or satisfy certain Viper notes, Viper OpCo issued $1.6 billion of senior notes in July 2025 ($500 million of 4.900% notes due 2030 and $1.1 billion of 5.700% notes due 2035) and arranged a $500 million two-year delayed draw term loan. The pro forma balance sheet as of June 30, 2025 shows total assets of $14,291 million and long-term debt, net, of $2,406 million. Total preliminary merger consideration is stated as $3,933 million, including $2,762 million for the fair value of New Viper common stock issued. The transaction is accounted for as an asset acquisition, and the filing notes that the purchase price allocation is preliminary and may differ significantly from the pro forma amounts. Sitio's standalone unaudited results for the six months ended June 30, 2025 show total revenues of $309.2 million, income from operations of $94.5 million, and net income of $40.8 million. The filing also flags that the company is still evaluating the effects of the One Big Beautiful Bill Act, enacted July 4, 2025, and cannot yet estimate its full financial impact, which could be material.