Viper Energy (VNOM) files 8-K/A adding Sitio interim and pro forma financials

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[8-K/A] Viper Energy, Inc. Amends Material Event Report

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[8-K/A] Viper Energy, Inc. Amends Material Event Report

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[8-K/A] Viper Energy, Inc. Amends Material Event Report

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Financial Analyst neutral

Corporate Governance Expert neutral

FAQ

Q: What exhibits were added in VNOM's 8-K/A?

Q: Do the pro forma combined financial statements represent actual combined results?

Q: Which periods do the attached Sitio financial statements cover?

Q: Who signed the amended 8-K for Viper Energy, Inc.?

What exhibits were added in VNOM's 8-K/A?

Do the pro forma combined financial statements represent actual combined results?

Which periods do the attached Sitio financial statements cover?

Who signed the amended 8-K for Viper Energy, Inc.?

What exhibits were added in VNOM's 8-K/A?

Do the pro forma combined financial statements represent actual combined results?

Which periods do the attached Sitio financial statements cover?

Who signed the amended 8-K for Viper Energy, Inc.?

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What exhibits were added in VNOM's 8-K/A?

Do the pro forma combined financial statements represent actual combined results?

Which periods do the attached Sitio financial statements cover?

Who signed the amended 8-K for Viper Energy, Inc.?

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Exhibit 99.1 from Former Viper's June 30, 2025 current report, Sitio's interim unaudited condensed consolidated financial statements, unaudited pro forma condensed combined financial statements, and a Cover Page Inline XBRL file.

No. The filing states the pro forma information does not purport to represent actual results if the companies had been combined and is not intended to project future results.

As of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024.

Matt Zmigrosky , Executive Vice President, General Counsel and Secretary, dated August 25, 2025.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

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.

Positive

Provides Sitio interim unaudited financial statements for June 30, 2025 and comparable periods, improving transparency
Includes unaudited pro forma condensed combined financial statements for June 30, 2025 and year ended December 31, 2024, enabling investors to see combined illustrations
Includes Inline XBRL cover page, supporting machine-readable disclosure

Negative

Pro forma statements are explicitly non-representative of actual combined historical results and are not predictive of future performance

TL;DR: The amendment supplies Sitio interim statements and pro forma combined financials, improving disclosure but explicitly warns pro forma limits.

The document augments the prior 8-K by providing interim unaudited financials for Sitio and unaudited pro forma condensed combined financial statements for specified periods, which enhances investor access to consolidated historical and illustrative combined results. The explicit disclaimer that pro forma information does not represent actual combined historical performance and is not predictive is important for setting user expectations and limits reliance on the pro forma metrics for forecasting. Presentation in Inline XBRL supports machine-readability and comparability.

TL;DR: Filing strengthens disclosure completeness around the business combination but includes the standard caution on pro forma limitations.

By amending the 8-K to attach the cited exhibits and financial statements, management addresses completeness of disclosure obligations related to the business combination. The signed amendment provides a clear record of who certified the filing. The pro forma caveat is standard and appropriately prevents overstatement of combined results; it does not indicate a revision to substantive metrics disclosed elsewhere.

08/25/2025 - 04:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2025

VIPER ENERGY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-42807	39-2596878
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

500 West Texas Ave., Suite 100 Midland, TX		79701
(Address of principal executive offices)		(Zip code)

(432) 221-7400

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.000001 Par Value

VNOM

The Nasdaq Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On August 19, 2025, Viper Energy, Inc. (f/k/a New Cobra Pubco, Inc.), a Delaware corporation (“New Viper”) filed a Current Report on Form 8-K (the “Form 8-K”) in connection with the completion of its previously announced transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, by and among VNOM Sub, Inc. (f/k/a Viper Energy, Inc.), a Delaware corporation (“Former Viper”), Viper Energy Partners LLC, a Delaware limited liability company, Sitio Royalties Corp., a Delaware corporation (“Sitio”), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership, New Viper, Cobra Merger Sub, Inc., a Delaware corporation, and Scorpion Merger Sub, Inc., a Delaware corporation.

This Current Report on Form 8-K/A is being filed to amend the Form 8-K to provide the financial statements and pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form 8-K. The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Former Viper and Sitio would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the business combination transaction. Except as described above, all other information in the Form 8-K filed on August 19, 2025 remains unchanged.

Item 9.01

Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

•

Audited consolidated financial statements of Sitio, as of December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2024 are incorporated by reference to Exhibit 99.1 of Former Viper’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on June 30, 2025; and

•

Unaudited condensed consolidated financial statements of Sitio, as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, and the related notes to the condensed and consolidated financial statements, attached as Exhibit 99.1 hereto.

(b) Pro Forma Financial Information

The following unaudited pro forma condensed combined financial information giving effect to the business combination transaction, attached as Exhibit 99.2 hereto, are incorporated herein by reference:

•

Unaudited condensed combined pro forma balance sheet as of June 30, 2025;

•

Unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025; and

•

Notes to the unaudited pro forma condensed combined financial statements.

(d) Exhibits.


Exhibit Number		Description of Exhibit

99.1		Interim unaudited condensed consolidated financial statements of Sitio as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024.

99.2		Unaudited pro forma condensed combined financial statements (a) as of June 30, 2025 and for the six months ended June 30, 2025 and (b) for the year ended December 31, 2024.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source:

Exhibit 99.1 from Former Viper's June 30, 2025 current report, Sitio's interim unaudited condensed consolidated financial statements, unaudited pro forma condensed combined financial statements, and a Cover Page Inline XBRL file.

No. The filing states the pro forma information does not purport to represent actual results if the companies had been combined and is not intended to project future results.

As of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024.

Matt Zmigrosky, Executive Vice President, General Counsel and Secretary, dated August 25, 2025.

VIPER ENERGY, INC.

Date: August 25, 2025

/s/ Matt Zmigrosky

Matt Zmigrosky

Executive Vice President, General Counsel and Secretary