Welcome to our dedicated page for Viper Energy SEC filings (Ticker: VNOM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Diamondback and its subsidiaries report substantial ownership and related agreements following Viper Energy's Sitio acquisition. Diamondback, Diamondback E&P and Endeavor together hold equity interests comprised of Class B common stock and corresponding OpCo units that are exchangeable one-for-one for Class A common stock. As of August 19, 2025, Diamondback beneficially owned 155,058,093 shares (47.8% of Class A outstanding), Diamondback E&P owned 8,066,528 shares (4.5%) and Endeavor owned 69,626,640 shares (29.1%), based on 169,518,801 Class A shares outstanding. The positions arose in connection with an all-equity Sitio acquisition effected under a merger agreement. Related agreements assigned to the issuer include a Services and Secondment Agreement, Exchange Agreement, Registration Rights Agreement and OpCo LLCA, and a Parent Support Agreement imposes a 90-day transfer restriction following the merger.
Viper Energy, Inc. (VNOM) filing incorporates multiple prior reports and audited financial statements by reference and discloses significant transaction and corporate-document exhibits. The company references acquisitions completed in 2024 � Tumbleweed-Q Royalty Partners, MC Tumbleweed Royalty, LLC (acquired September 3, 2024) and TWR IV (acquired October 1, 2024) � and relies on Grant Thornton LLP audit reports for those entities. The registration statement lists material agreements including purchase and sale, equity purchase and merger agreements dated September 11, 2024, January 30, 2025 and June 2, 2025, and a Parent Support Agreement dated June 2, 2025. The filing also provides extensive ownership tables showing post-offering Class A and Class B balances and percentage stakes (examples include 155,058,093 Class A representing 47.8% in one line and 17,718,574 representing 9.5% in another). A series of registration rights, exchange agreements and consents from Wachtell, Lipton, Rosen & Katz, Grant Thornton LLP, KPMG LLP and Ryder Scott are included as exhibits.
The document contains corporate governance provisions and customary disclaimers about beneficial ownership and fiduciary duties, and enumerates exhibits, auditor consents and underwriting and transfer instruments to effect the offering and related corporate reorganizations.
Viper Energy, Inc. filed an amendment to its Form 8-K describing supplemental exhibits and financial information related to the business combination with Sitio. The amendment attaches Former Viper's Exhibit 99.1 from the June 30, 2025 current report, Sitio's interim unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, and unaudited pro forma condensed combined financial statements as of June 30, 2025 and for the six months ended June 30, 2025 and for the year ended December 31, 2024, plus an Inline XBRL cover page file. The filing states the pro forma information does not represent actual historical combined results nor does it project future results. The amendment is dated August 25, 2025 and is signed by Matt Zmigrosky, Executive Vice President, General Counsel and Secretary.
Albert Barkmann, Executive Vice President and Chief Engineer of VNOM Sub, Inc. (ticker: VNOM), reported a sale of 1,000 shares of Class A common stock on 08/19/2025 that resulted in zero shares beneficially owned following the transaction. The Form 4 includes an explanation referencing the Agreement and Plan of Merger dated June 2, 2025 (the Sitio Merger Agreement), which states that at the effective time of the Viper Pubco Merger each issued and outstanding share of Viper Class A common stock will be cancelled and converted into one share of New Viper's Class A common stock.
Diamondback Energy, Inc. filed a Form 4 reporting changes in beneficial ownership related to VNOM Sub, Inc. (ticker: VNOM). The filing shows transactions dated 08/19/2025 that dispose of shares of Class B Common Stock and corresponding Operating Company Units. Specific reported amounts include 77,364,925 units/shares in one entry and separate disposals of 69,626,640 and 8,066,528 units/shares in other entries. Footnotes state that 69,626,640 shares/units are held by Endeavor Energy Resources, L.P., a wholly owned subsidiary of the reporting person, and 8,066,528 shares/units are held by Diamondback E&P LLC, another wholly owned subsidiary. The form is signed by Teresa L. Dick as Executive Vice President and Chief Accounting Officer.
Insider sale and related stock conversion: The Form 4 shows that Spencer D. Armour III, a director of VNOM Sub, Inc. (ticker VNOM), had a transaction on 08/19/2025 disposing of 46,715 shares of Class A common stock, leaving 0 shares beneficially owned after the reported transaction. The filing notes 4,173 restricted stock units were part of the reported securities; those RSUs were granted on May 20, 2025 and vest on the earlier of their one-year anniversary or the 2026 annual meeting. The form also explains that under the June 2, 2025 merger agreement, each Viper Class A share will be cancelled and converted into one share of New Viper's Class A common stock at the effective time of the Viper Pubco Merger.
William Wesley Perry, a director of VNOM Sub, Inc. (VNOM), reported a disposition of 78,743 shares of Class A common stock on 08/19/2025, leaving him with 0 shares beneficially owned following the transaction. The filing notes the reporting person holds 4,173 restricted stock units granted May 20, 2025 that vest on the earlier of the one-year anniversary of grant or the 2026 annual meeting.
The form explains that under the Sitio Merger Agreement dated June 2, 2025, Viper’s Class A shares will be cancelled and converted into New Viper’s Class A common stock at the effective time of the Viper Pubco Merger, which may affect how outstanding shares convert upon closing.
Austen Gilfillian, President of VNOM Sub, Inc. (VNOM), reported a disposition of 45,213 shares of Class A common stock on 08/19/2025, leaving 0 shares beneficially owned following the transaction. The filing discloses 29,383 restricted stock units (RSUs) representing contingent rights to receive Class A shares, with scheduled vesting of 4,415 on 10/01/2025, 12,130 on 03/01/2026, 2,560 on 10/01/2026 and 10,278 on 03/01/2027. The form references the Sitio Merger Agreement dated 06/02/2025, which provides that at the effective time of the described Viper Pubco Merger each outstanding Viper Class A share will be cancelled and converted into one share of New Viper Class A common stock.
Travis D. Stice, a director of VNOM Sub, Inc. (VNOM), reported the disposition of 106,169 shares of the issuer's Class A common stock on 08/19/2025. The Form 4 shows 106,169 shares were disposed and that, following the reported transaction, Mr. Stice had 0 shares directly beneficially owned while an indirect interest remains through Stice Investments, Ltd. which is managed by Stice Management, LLC, whose membership interests are 100% held by Mr. Stice and his spouse. The filing also references the Sitio Merger Agreement dated June 2, 2025, under which Viper's Class A shares will be cancelled and converted into New Viper Class A common stock at the effective time of the Viper Pubco Merger. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Stice on 08/19/2025.
Insider Form 4 filing for VNOM shows director Frank C. Hu, through attorney-in-fact, reported a disposition of 16,498 shares of Viper Energy, Inc. Class A common stock on 08/19/2025, leaving him with 0 Class A shares reported after the transaction. The filing explains that 4,173 of the reported securities are restricted stock units granted May 20, 2025, that will vest on the earlier of the one-year anniversary of grant or the 2026 annual meeting. The filing also cites the June 2, 2025 merger agreement that will cancel and convert existing Viper Class A shares into New Viper Class A shares at closing.
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