10-K – 2026-02-25 – vnom-20251231.htm

Diamondback beneficially owns approximately 42.1% of the voting power of our capital stock, on a fully diluted basis. For so long as Diamondback continues to have voting power over a significant percentage of our capital stock, even at times when such amount is less than 50%, it will be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Although the holders of our Common Stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the General Corporation Law of the State of Delaware (the “DGCL”), including the election of our board of directors, pursuant to our certificate of incorporation, for so long as Diamondback and any of its subsidiaries collectively beneficially own at least 25% of our outstanding Common Stock (i) Diamondback has the right to designate up to three persons to serve as members of our board of directors, and (ii) our board of directors may not appoint any person other than a Diamondback seconded employee as an executive officer of our company unless such appointment is approved, in advance, by either (x) Diamondback (which approval may not be unreasonably withheld or conditioned), or (y) the affirmative vote of the holders of at least 80% of the voting power of our capital stock. Currently, there are two Diamondback designees to our board of directors—Travis Stice and Kaes Van’t Hof. Pursuant to the Services and Secondment Agreement, Diamondback continues to provide personnel and general and administrative services to us and OpCo, including the services of the executive officers and other employees. Accordingly, Diamondback will have significant influence with respect to our board of directors, management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as Diamondback continues to beneficially own a significant percentage of our capital stock, it will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Common Stock as part of a sale of our company and ultimately might affect the market price of our Common Stock.

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We do not have any employees, and we rely solely on the employees of Diamondback to manage our business. The management team of Diamondback, which includes the individuals who manage us, also perform similar services for Diamondback and certain of its affiliates, and thus are not solely focused on our business.

We do not have any employees and we rely solely on Diamondback to provide us with personnel and general and administrative services, including the services of the executive officers, senior management and other employees, under the terms and conditions of the Services and Secondment Agreement. Because Diamondback provides services to us that are similar to those it performs for itself and its affiliates, it may not have sufficient human, technical and other resources to provide those services at a level that it would be able to provide to us if it were solely focused on our business and operations. Diamondback may make internal decisions on how to allocate its available resources and expertise that may not always be in our best interest compared to Diamondback’s interests. There is no requirement that Diamondback favor us over itself or others in providing its services. If Diamondback does not devote sufficient attention to the management and operation of our business or otherwise breaches the provisions of the services and secondment agreement, our financial results may suffer and our ability to pay dividends to our stockholders may be reduced. Many key responsibilities within our business have been assigned to a small number of individuals. The loss of their services could adversely affect our business. In particular, the loss of the services of one or more members of the executive team could disrupt our business. Further, we do not maintain “key person” life insurance policies on any of our executive team or other key personnel. As a result, we are not insured against any losses resulting from the death of these key individuals.

The market price of our shares of Class A Common Stock could be adversely affected by sales of substantial amounts of our Class A Common Stock in the public or private markets.

We have provided registration rights to Diamondback and other parties collectively owning a substantial portion of our outstanding shares of Class A Common Stock on an as-converted basis. Pursuant to these registration rights, we have registered, under the Securities Act, all of the Class A Common Stock owned by Diamondback and those other parties for resale (including Class A Common Stock issuable in respect of the Class B Common Stock under the related exchange agreement or under the exchange provisions of the Operating Company’s limited liability company agreement). Sales by holders of a substantial number of our Class A Common Stock in the public markets, or the perception that such sales might occur, could have a material adverse effect on the price of our Class A Common Stock or could impair our ability to obtain capital through an offering of equity securities.

U.S. tax legislation may adversely affect our business, results of operations, financial condition and cash flow.

From time to time, legislation has been proposed that, if enacted into law, would make significant changes to U.S. federal income tax laws affecting the oil and natural gas industry, including (i) eliminating the immediate deduction for intangible drilling and development costs, (ii) the repeal of the percentage depletion allowance for oil and natural gas properties, and (iii) an extension of the amortization period for certain geological and geophysical expenditures. No accurate prediction can be made as to whether any such legislative changes will be proposed or enacted in the future or, if enacted, what the specific provisions or the effective date of any such legislation would be. These proposed changes in the U.S. tax law, if adopted, or other similar changes that would impose additional tax on our activities or reduce or eliminate deductions currently available with respect to natural gas and oil exploration, development or similar activities, could adversely affect our business, results of operations, financial condition and cash flow.

In 2022, the IRA enacted a 15% corporate alternative minimum tax (“CAMT”) on the “adjusted financial statement income” of certain large corporations (generally, corporations reporting more than $1 billion average adjusted pre-tax net income on their consolidated financial statements) for tax years beginning after December 31, 2022. If we are or become subject to CAMT including as a result of our affiliation with Diamondback, our cash tax obligations for U.S. federal income taxes could be significantly accelerated.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was signed into law. Among other provisions, the OBBB provides for immediate expensing of research or experimental expenses, bonus depreciation for qualified tangible property, deductible intangible drilling costs for purposes of the CAMT, and enhancements to limits on business interest expense deductions. The OBBB also imposes limits on deductibility of charitable contributions by corporations. To the extent the timing or amount of our tax deductions are affected by the applicable provisions of the OBBB, our cash tax obligations may be impacted.

The U.S. Treasury Department, the Internal Revenue Service and other standard-setting bodies are expected to issue additional guidance on how the CAMT and other provisions of the IRA and OBBB will be applied or otherwise administered,
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and such guidance may differ from our interpretations. We continue to evaluate the IRA and OBBB and their effect on our financial results and operating cash flow.

The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and stockholders.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware generally shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws or (iv) any other action asserting a claim against the Company governed by the internal affairs doctrine. This choice of forum provision does not waive our compliance with our obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or by the Securities Act.

This choice of forum provision may increase costs to bring a claim, discourage claims or limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with the Company or our directors, officers or employees, which may discourage such lawsuits against the Company and its directors, officers and employees, even though an action, if successful, might benefit our stockholders. Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could increase our costs of litigation and adversely affect our business and financial condition.

Our certificate of incorporation does not limit the ability of Diamondback and certain of its directors, principals, officers, employees and their respective affiliates to compete with us.

Our certificate of incorporation provides that none of Diamondback, any of its directors, principals, officers, employees or respective affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. In the ordinary course of their business activities, these persons may engage in activities where their interests conflict with our interests or those of our other stockholders.

These persons also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, these persons may have an interest in our pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to our common stockholders.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our certificate of incorporation and bylaws contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of Common Stock; prohibit stockholder action by written consent unless such action is consented to by the board of directors; provide for certain limitations on convening special stockholder meetings; provide (i) that the board of directors is expressly authorized to make, alter, or repeal our bylaws, and (ii) that our stockholders may only amend our bylaws with the approval of at least a majority of all of the outstanding shares of our capital stock entitled to vote; and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or could negatively affect the trading price of our Common Stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

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Our ability to pay base and variable dividends to the holders of our Class A Common Stock or make repurchases under our repurchase program may be limited by requirements under our certificate of incorporation, our holding company structure, applicable provisions of Delaware law and contractual restrictions.

Under our current dividend policy, we pay quarterly base plus variable cash dividends on our Class A Common Stock. The outstanding shares of Class B Common Stock are entitled to an aggregate quarterly preferred dividend of $20,000 in cash. Other than the insignificant preferred dividend requirement, we are not required to pay dividends to our stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of our board of directors, which may change our dividend policy at any time. Our ability to pay cash dividends to holders of our Class A Common Stock depends on a number of factors, including among other things, general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, capital requirements and other anticipated cash needs, contractual restrictions and obligations, legal, tax and regulatory restrictions and other factors.

Additionally, as a holding company, our ability to pay dividends or repurchase shares of our Common Stock or OpCo Units is subject to the ability of OpCo and any future subsidiaries to provide cash to us. Viper Energy, Inc. has no material assets other than its membership interest in OpCo, which along with OpCo’s subsidiaries, holds all of the mineral and royalty interests and other assets consolidated on our balance sheet.

Under the DGCL we may only pay dividends to our stockholders out of (i) our surplus, as defined and computed under the provisions of the DGCL, or (ii) our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If we do not have sufficient surplus or net profits, we will be prohibited by law from paying any such dividend. In addition, the terms of our revolving credit facility include, and any other debt instruments or financing arrangements may from time to time include covenants or other restrictions that could constrain our ability to pay dividends, make other distributions or repurchase shares of our Common Stock or OpCo Units. Our certificate of incorporation contains provisions authorizing us to issue series of preferred stock that may have designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to our Class A Common Stock.

For additional information regarding stockholders’ equity and our repurchase program, see Note 7— Stockholders’ Equity in Item 8. Financial Statements and Supplementary Data of this report.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management Strategy

Diamondback provides us with personnel and general and administrative services pursuant to the Services and Secondment Agreement, including the personnel and infrastructure that underlie our cybersecurity risk management program. In connection therewith, Diamondback has implemented and invested in, and will continue to implement and invest in, controls, procedures and protections (including internal and external personnel) that are designed to protect Diamondback’s systems, identify and remediate on a regular basis vulnerabilities in Diamondback’s systems and related infrastructure and monitor and mitigate the risk of data loss and other cybersecurity threats. Diamondback has also engaged third-party consultants to conduct penetration testing and risk assessments. Diamondback’s cybersecurity program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration.

Diamondback’s cybersecurity risk management program is integrated into its overall enterprise risk management program, which integrates our enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas that apply to us.

Diamondback’s cybersecurity risk management program, which it provides to us under the Services and Secondment Agreement, includes:

• risk assessments designed to help identify material cybersecurity risks to critical systems, information, products, services, and the broader enterprise IT and operational technology (“OT”) environments;
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• a security team principally responsible for managing (i) cybersecurity risk assessment processes, (ii) security controls, and (iii) its response to cybersecurity incidents;
• the use of external service providers, where appropriate, to assess, test, train or otherwise assist with aspects of its security controls;
• security tools deployed in the IT and OT environments for protection against and monitoring for suspicious activity;
• cybersecurity awareness training of its employees, including incident response personnel and senior management, including those who provide these services for us;
• cybersecurity tabletop exercises for members of its cybersecurity incident response team and legal department;
• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
• a third-party risk management process for service providers, which may include diligence, assessments and/or contractual requirements, depending on each service provider’s operational criticality and relative risk profile.

Cybersecurity Governance

Diamondback’s cybersecurity governance program is led by its Senior Vice President and Chief Information Officer , with support from the internal information technology department. Diamondback’s Senior Vice President and Chief Information Officer has over 20 years of technological leadership experience in the oil and gas industry, providing oversight of all information technology disciplines, including cybersecurity, networking, infrastructure, applications, and data management and protection. Diamondback’s Senior Vice President and Chief Information Officer and his team, which consists of individuals who hold designations as Certified Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA), and CompTIASecurity+, are responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. In addition, Diamondback’s cybersecurity incident response team is responsible for responding to cybersecurity incidents and is guided by its Computer Security Incident Response Plan. Progress and developments in Diamondback’s cybersecurity governance program are communicated to members of its and our executive team. Diamondback’s and our management takes steps to remain informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including third-party consultants engaged by Diamondback; alerts and reports produced by security tools deployed in the enterprise IT and OT environments; and through reporting by employees and service providers. While our board of directors is ultimately responsible for enterprise-wide risk oversight, the board’s committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the board’s audit committee is responsible, among other things, for risk management relating to legal and regulatory requirements, including cybersecurity, which plays an integral role in the risk management strategy and continues to be an area of increasing focus for our board, the audit committee and management.

The audit committee of the board of directors receives quarterly updates from Diamondback’s Senior Vice President and Chief Information Officer on the status of Diamondback’s cybersecurity governance program, including as related to new or developing initiatives and any significant security incidents that may occur, to the extent relevant to our program. Board members also receive presentations on cybersecurity topics from Diamondback’s Senior Vice President and Chief Information Officer as part of the board’s continuing education on topics that impact public companies. Diamondback’s cybersecurity governance program also includes processes to assess cybersecurity risks related to third-party service providers, suppliers and vendors.

Risks from identified cybersecurity threats have not materially affected, and are not currently anticipated to materially affect, our Company, including our business strategy, results of operations or financial condition. See, however, Item 1A. Risk Factors of this report for additional information regarding cybersecurity risks we face and their potentially material impact on our business strategy, results of operations and financial condition.

ITEM 3. LEGAL PROCEEDINGS

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. See Note 12— Commitments and Contingencie s in Item 8. Financial Statements and Supplementary Data of this report.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Listing and Holders of Record

Shares of our Class A Common Stock are listed on Nasdaq under the symbol “VNOM.” There were 63 holders of record of our Class A Common Stock on February 20, 2026. There is no trading market for our Class B Common Stock; however, shares of our Class B Common Stock or the TWR Class B Option (as defined in Note 4— Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report), together with an equal number of OpCo Units, are exchangeable for the same number of shares of our Class A Common Stock at the discretion of the holders under the terms and conditions of OpCo’s limited liability company agreement or the applicable exchange agreement with such holders. There were 31 holders of record of our Class B Common Stock on February 20, 2026.

Dividend Policy

Under our current dividend policy, we intend to pay a base dividend, as well as a variable dividend that takes into account capital returned to stockholders via our repurchase program. We currently intend to pay quarterly variable dividends of at least 75% of our available cash less the base dividend declared and the amount paid for repurchases of our Common Stock and OpCo Units as part of our repurchase program for the applicable quarter.

Our available cash and the available cash of the Operating Company for each quarter is determined by our board of directors following the end of such quarter. We expect that our available cash will generally equal the Adjusted EBITDA attributable to us for the applicable quarter, less cash needed for income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that our board of directors deems necessary or appropriate, lease bonus income (net of applicable taxes), and other insignificant expenses including dividend equivalent rights payments and preferred distributions.

The percentage of cash available for distribution by the Operating Company to us pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen our balance sheet while also expanding the return of capital program through our repurchase program.

We are also required to pay a quarterly preferred dividend in respect of our Class B Common Stock in the aggregate amount of $20,000 per quarter. Other than the preferred dividend requirement, we are not required to pay dividends to our stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of our board of directors.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

Our Class A Common Stock repurchase activity for the three months ended December 31, 2025, was as follows:

Period Total Number of Shares Purchased (1)
Average Price Paid Per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plan
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (1)(3)

(In millions, except per share amounts and shares in ones)
October 1, 2025 - October 31, 2025 861,825 $ 37.34  860,087 $ 302 
November 1, 2025 - November 30, 2025 466,757 $ 36.97  466,757 $ 284 
December 1, 2025 - December 31, 2025 75,905 $ 38.72  75,905 $ 241 
Total 1,404,487 $ 37.29  1,402,749

(1) Includes 1,738 shares of Class A Common Stock repurchased from employees in order to satisfy tax withholding requirements. Such shares are cancelled and retired immediately upon repurchase. On December 10, 2025 our board of directors approved expanding the repurchase program to include repurchases of OpCo Units and shares of Class B
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Common Stock. The OpCo Units and the Company’s Class B Common Stock are not registered securities pursuant to Section 12 of the Exchange Act and as such repurchases of such unregistered securities are excluded from the shares listed in the table above. During December 2025, the Company, in a privately negotiated transaction, repurchased 1,000,000 OpCo Units for an aggregate purchase price of approximately $41 million, or $40.65 per OpCo Unit, and cancellation of an equal number of shares of the Company’s Class B Common Stock. The approximately $241 million remaining under the repurchase program for future repurchases at December 31, 2025 in the table above gives effect to such repurchase of OpCo Units.
(2) The average price paid per share includes any commissions paid to repurchase stock.
(3) On July 26, 2022, our board of directors increased the authorization under our then-in-effect repurchase program from $250 million to $750 million and on February 18, 2026 further increased the authorization to $1.75 billion. This repurchase program has no expiration date and remains subject to market conditions, applicable legal requirements, contractual obligations and other factors and may be suspended, modified or extended, from time to time, or may be discontinued at any time, in each case, by our board of directors.

Stock Performance Graph

The following performance graph and related information should not be deemed “soliciting material” or to be “filed” with the SEC, nor should such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference into such a filing. The performance graph and information are included for historical comparative purposes only and should not be considered indicative of future stock performance.

The performance graph includes a comparison of our cumulative total stockholder return over a five-year period with the cumulative total returns of the Standard & Poor’s 500 Stock Index, or the S&P 500, and the SPDR S&P Oil & Gas Exploration and Production ETF, or XOP. The graph assumes an investment of $100 on December 31, 2020, and that all dividends were reinvested.

As of December 31,
Calculated Values 2020 2021 2022 2023 2024 2025
Viper Energy, Inc. $100.00 $194.07 $314.02 $328.99 $544.01 $454.07
S&P 500 $100.00 $128.68 $105.36 $133.03 $166.28 $195.98
XOP $100.00 $166.76 $242.36 $250.96 $248.37 $243.04

ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto presented in Item 8. Financial Statements and Supplementary Data of this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors discussed further in Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking Statements of this report.

Overview

We are a publicly traded Delaware corporation focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. We operate in one reportable segment.

The following discussion includes a comparison of our results of operations, including changes in our operating income, and liquidity and capital resources for fiscal year 2025 and fiscal year 2024. A discussion of changes in our results of operations from fiscal year 2024 compared to fiscal year 2023 has been omitted from this report, but may be found in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10- K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, and is incorporated by reference in this report from such prior Annual Report on Form 10-K.

Recent Developments

2026 Activity

Increase in Repurchase Program Authorization

On February 18, 2026, our board of directors approved an increase in authorization under our existing repurchase program from $750 million to $1.75 billion, excluding excise tax. As of February 20, 2026, approximately $1.2 billion remains available for future repurchases under our repurchase program, excluding excise tax.

Cash Dividends

On February 18, 2026, our board of directors approved (i) an increase to our annual base dividend to $1.52 per share of Class A Common Stock beginning with the dividend payable for the fourth quarter of 2025, and (ii) a combined quarterly base and variable cash dividend of $0.52 per share of Class A Common Stock and $0.65 per OpCo Unit payable on March 12, 2026.

Divestiture of Non-Permian Assets

On February 9, 2026, we completed the Non-Permian Divestiture for net cash proceeds of approximately $617 million, subject to customary post-closing adjustments. The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used to repay the Term Loan (as defined below) and to reduce borrowings outstanding on the 2025 Revolving Credit Facility (as defined below).

2025 Activity

Acquisitions Update

Sitio Acquisition

On August 19, 2025, we completed the Sitio Acquisition in an all-equity transaction valued at approximately $4.0 billion, including customary transaction costs and post-closing adjustments and the partial retirement of Sitio’s net debt of approximately $1.2 billion. The mineral and royalty interests acquired in the Sitio Acquisition represent approximately 25,300 net royalty acres in the Permian Basin and approximately 9,000 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins, for total acreage of approximately 34,300 net royalty acres.

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2025 Drop Down

On May 1, 2025, we completed the 2025 Drop Down for consideration consisting of (i) $873 million in cash including customary post-closing adjustments, and (ii) the issuance of 69,626,640 OpCo Units and an equivalent number of shares of our Class B Common Stock (collectively, the “Drop Down Equity Issuance”). The mineral and royalty interests acquired in the 2025 Drop Down represent approximately 24,446 net royalty acres in the Permian Basin, 69% of which are operated by Diamondback.

Other Acquisitions

During the year ended December 31, 2025 , we acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 515 net royalty acres in the Permian Basin for an aggregate net purchase price of approximately $140 million, including customary closing adjustments. Additionally, during the year ended December 31, 2025, we acquired from Morita Ranches Minerals, LLC , mineral and royalty interests representing 1,691 net royalty acres in the Permian Basin for consideration consisting of $208 million in cash and 2,400,297 OpCo Units together with an equal number of shares of our Class B Common Stock, including customary transaction costs and post-closing adjustments.

At December 31, 2025, our footprint of mineral and royalty interests totaled approximately 96,003 net royalty acres, approximately 35% of which are operated by Diamondback.

See Note 4— Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report for further information.

Debt Transactions

N otes Offering and Retirement of Notes

On July 23, 2025, the Operating Company issued the Guaranteed Senior Notes for an aggregate principal amount of $1.6 billion. Using approximately $824 million of the net proceeds from the issuance of the Guaranteed Senior Notes, we redeemed all of our 7.375% Senior Notes maturing on November 1, 2031 (the “2031 Notes”) and on November 1, 2025 we redeemed our 5.375% Senior Notes due 2027 (the “2027 Notes”), including accrued and unpaid interest through the date of redemption and any redemption premiums. We used the remaining net proceeds to partially retire Sitio’s net debt of approximately $1.2 billion including any fees, costs and expenses related to the redemption or repayment of such debt, and for general corporate purposes.

Additionally, in the second quarter of 2025, prior to redemption, we opportunistically repurchased principal amounts of $50 million of the 2027 Notes in open market transactions for total cash consideration of $50 million, at an average of 99.7% of par value.

On December 23, 2025, Old OpCo converted its legal form (the “OpCo Conversion”), in accordance with the applicable laws of the State of Delaware, to a Delaware limited partnership named Viper Energy Partners LP (“Viper LP”), which is now the issuer with respect to the Guaranteed Senior Notes.

Term Loan

On July 23, 2025, Former Viper, as guarantor, the Operating Company, as borrower, and Goldman Sachs Bank USA, as administrative agent, entered into a $500 million term loan credit agreement (the “Term Loan”), which was fully drawn to partially fund the retirement of Sitio’s net debt. Following the closing of the Sitio Acquisition, New Viper became an additional guarantor of the borrower’s obligations under the Term Loan. Following the OpCo Conversion, Viper LP became the borrower under the Term Loan.

2025 Revolving Credit Facility

On June 12, 2025, Former Viper, as guarantor, entered into a credit agreement with the Operating Company, as borrower, and Wells Fargo, as the administrative agent providing for a senior unsecured revolving credit facility with a commitment amount of $1.5 billion (the “2025 Revolving Credit Facility”). The 2025 Revolving Credit Facility was previously guaranteed by certain subsidiaries of the Operating Company, and upon completion of the Sitio Acquisition, those subsidiary guarantees were released and New Viper and Former Viper became co-guarantors. The 2025 Revolving Credit Facility replaced
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the borrower’s previous revolving credit facility, and will mature on June 12, 2030, unless extended in accordance with its terms. Following the OpCo Conversion, Viper LP became the borrower under the 2025 Revolving Credit Facility.

See Note 6— Debt in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our debt.

2025 Equity Offering

On February 3, 2025, we completed an underwritten public offering of 28,336,000 shares of our Class A Common Stock, which included 3,696,000 shares issued pursuant to an option to purchase additional shares of Class A Common Stock granted to the underwriters, at a price to the public of $44.50 per share, for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). We used the net proceeds from the 2025 Equity Offering to fund (i) a portion of the cash consideration for the 2025 Drop Down, (ii) the cash consideration for various individually insignificant acquisitions, and (iii) for general corporate purposes.

Commodity Prices and Certain Other Market Considerations

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Regional and worldwide economic activity, changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, tariffs or other trade barriers and any resulting trade tensions, regional conflicts and political instability, extreme weather conditions and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. OPEC+ continues to meet regularly to evaluate the state of global oil supply, demand and inventory levels and can heavily influence volatility in oil prices. During 2025, 2024 and 2023, WTI prices averaged $64.73, $75.76 and $77.60 per Bbl, respectively, and Henry Hub prices averaged $3.62, $2.41 and $2.66 per MMBtu, respectively. For additional information around risks related to commodity prices, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk —Commodity Price Risk.

Based on 2025 commodity prices, industry conditions and the results of the quarterly ceiling tests, we were required to record aggregate non-cash impairments of $768 million on our proved oil and natural gas interests during the year ended December 31, 2025. If commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves and cash flows may be adversely impacted. Our business may also be adversely impacted by any pipeline capacity and storage constraints.

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Production and Operational Update

As of December 31, 2025, there were 98 gross rigs operating on our mineral and royalty acreage, eight of which are operated by Diamondback. During 2025, we completed the Sitio Acquisition and the 2025 Drop Down, which reinforced the durability of our growth outlook and leveraged our leading position in the minerals and royalty sector to advance our differentiated acquisition strategy. Currently, we estimate full year production levels in 2026 to range between approximately 120 MBOE/d to 132 MBOE/d.

The following table summarizes our gross well information excluding the recently divested non-Permian assets as of December 31, 2025, unless otherwise specified:

Diamondback Operated Third-Party Operated Total
Horizontal wells turned to production (fourth quarter 2025) (1) :

Gross wells 107 632 739
Net 100% royalty interest wells 5.3 7.7 13.0
Average percent net royalty interest 5.0  % 1.2  % 1.8  %

Horizontal wells turned to production (year ended December 31, 2025) (2) :

Gross wells 415 1,670 2,085
Net 100% royalty interest wells 20.7 21.3 42.0
Average percent net royalty interest 5.0  % 1.3  % 2.0  %

Horizontal producing well count:
Gross wells 4,092 19,942 24,034
Net 100% royalty interest wells 258.3 311.1 569.4
Average percent net royalty interest 6.3  % 1.6  % 2.4  %

Horizontal active development well count (3) :

Gross wells 263 1,125 1,388
Net 100% royalty interest wells 20.9 17.3 38.2
Average percent net royalty interest 7.9  % 1.5  % 2.8  %

Line of sight wells (4) :

Gross wells 304 1,066 1,370
Net 100% royalty interest wells 16.9 15.1 32.0
Average percent net royalty interest 5.6  % 1.4  % 2.3  %

(1) Average lateral length of 11,283 feet.
(2) Average lateral length of 11,618 feet.
(3) The total 1,388 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months.
(4) The total 1,370 line-of-sight wells are those that are not currently in the process of active development, but for which we have reason to believe will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third-party operators or Diamondback’s current expected completion schedule. Existing permits or active development of our net royalty acreage does not ensure that those wells will be turned to production given the volatility in oil prices.

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Results of Operations

The following table summarizes our income and expenses for the periods indicated:

Year Ended December 31,
2025 2024
(In millions)
Operating income:
Oil income $ 1,131  $ 750 
Natural gas income 56  15 
Natural gas liquids income 159  89 
Royalty income 1,346  854 
Lease bonus income 24  6 
Lease bonus income—related party 24  — 
Other operating income 1  1 
Total operating income 1,395  861 
Costs and expenses:
Production and ad valorem taxes 94  61 

Depletion 607  214 
Impairment 768  — 
General and administrative expenses 18  8 
General and administrative expenses—related party 17  11 

Other operating expenses 31  — 
Total costs and expenses 1,535  294 
Income (loss) from operations (140) 567 
Other income (expense):
Interest expense, net (96) (74)

Gain (loss) on derivative instruments, net 44  11 

Gain (loss) on early extinguishment of debt (32) — 
Other income (expense), net (1) — 
Total other income (expense), net (85) (63)
Income (loss) before income taxes (225) 504 
Provision for (benefit from) income taxes (19) (100)
Net income (loss) (206) 604 
Net income (loss) attributable to non-controlling interest (138) 245 
Net income (loss) attributable to Viper Energy, Inc. $ (68) $ 359 

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The following table summarizes our production data, average sales prices and average costs for the periods indicated:

Year Ended December 31,
2025 2024
Production data:
Oil (MBbls) 17,875  9,939 
Natural gas (MMcf) 51,676  24,606 
Natural gas liquids (MBbls) 8,233  4,181 
Combined volumes (MBOE) (1)
34,721  18,221 

Average daily oil volumes (BO/d) 48,973  27,156 
Average daily combined volumes (BOE/d) 95,126  49,784 

Average sales prices:
Oil ($/Bbl) $ 63.27  $ 75.48 
Natural gas ($/Mcf) $ 1.08  $ 0.60 
Natural gas liquids ($/Bbl) $ 19.31  $ 21.17 
Combined ($/BOE) (2)
$ 38.77  $ 46.85 

Oil, hedged ($/Bbl) (3)
$ 62.38  $ 74.57 
Natural gas, hedged ($/Mcf) (3)
$ 1.92  $ 0.85 
Natural gas liquids ($/Bbl) (3)
$ 19.31  $ 21.17 
Combined price, hedged ($/BOE) (3)
$ 39.54  $ 46.68 

Average costs ($/BOE):
Production and ad valorem taxes $ 2.71  $ 3.34 

General and administrative - cash component 0.81  0.86 
Total operating expense - cash $ 3.52  $ 4.20 

General and administrative - non-cash stock compensation expense $ 0.20  $ 0.16 
Interest expense, net $ 2.76  $ 4.05 
Depletion $ 17.48  $ 11.77 

(1) Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2) Realized price net of all deducts for gathering, transportation and processing.
(3) Hedged prices reflect the impact of cash settlements of our matured commodity derivative transactions on our average sales prices.

Significant changes in our revenues and expenses for 2025 compared to the same period in 2024 are discussed below.

Royalty Income. Our royalty income is a function of oil, natural gas and natural gas liquids production volumes sold and average prices received for those volumes.

Royalty income increased $492 million in 2025 compared to the same period in 2024. This net increase consisted of an additional $701 million in royalty income from the 91% growth in production, partially offset by a net decrease of $209 million due primarily to lower average prices received for our oil and natural gas liquids production during 2025 compared to the same period in 2024.

Of the 91% growth in production, approximately 46% is attributable to the 2025 Drop Down and 32% is attributable to the Sitio Acquisition. The remainder of the growth is primarily from new wells added between periods and other individually insignificant acquisitions. See Note 4— Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report for further discussion of our acquisitions.
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Production and Ad Valorem Taxes. The following table presents production and ad valorem taxes for the periods indicated:

Year Ended December 31,
2025 2024
Amount
(In millions) Per BOE Percentage of Royalty Income Amount
(In millions) Per BOE Percentage of Royalty Income
Production taxes $ 69  $ 1.99  5.1  % $ 43  $ 2.33  5.0  %
Ad valorem taxes 25  0.72  1.9  18  1.01  2.1 
Total production and ad valorem taxes $ 94  $ 2.71  7.0  % $ 61  $ 3.34  7.1  %

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Production taxes and ad valorem taxes as a percentage of royalty income in 2025 were relatively consistent with the same period in 2024.

Depletion. The increase in depletion expense of $393 million in 2025 compared to the same period in 2024 consisted primarily of (i) $198 million due to an increase in the depletion rate to $17.48 per BOE in 2025, resulting primarily from the addition of leasehold costs and reserves from acquisitions completed in 2025, compared to $11.77 per BOE for the same period in 2024, and (ii) $195 million from growth in production volumes.

Impairment. In 2025, we recorded non-cash ceiling test impairment charges of $768 million due to the carrying value of our proved reserves exceeding their estimated future net cash flows utilizing the SEC’s methodology and pricing at December 31, 2025. The excess value resulted primarily from recording properties acquired in the 2025 Drop Down at Diamondback’s historical carrying value, which exceeded the value calculated in the third and fourth quarter 2025 ceiling tests, due primarily to declining SEC Prices. No impairment expense was recorded in 2024.

Impairment charges affect our results of operations but do not reduce our cash flow. In addition to commodity prices, our production rates, levels of proved reserves, transfers of unevaluated properties, income tax rate assumptions and other factors will determine our actual ceiling test calculation and impairment analysis in future periods. Given the overall decline in SEC Prices from the first quarter of 2025 through the first two months of 2026, we believe an additional material non-cash impairment of our assets is reasonably likely to occur in the first quarter of 2026; however, based on the number of factors that may impact our future estimate of proved reserves, we are currently unable to determine an estimate of the amount or range of amounts of any potential impairment charge in the first quarter of 2026.

General and Administrative Expenses. The following table shows a breakout of our general and administrative expenses for the periods presented:

Year Ended December 31,
2025 2024
(In millions, except per BOE amounts in ones)
General and administrative expenses $ 18  $ 8 
General and administrative expenses—related party 17  11 
General and administrative expenses $ 35  $ 19 

General and administrative expenses (per BOE) $ 1.01  $ 1.02 

Interest Expense, Net. The increase in net interest expense of $22 million in 2025 compared to the same period in 2024 consisted primarily of (i) $40 million in additional expense on our Guaranteed Senior Notes, which were issued July 23, 2025, (ii) $11 million in additional interest expense incurred on the Term Loan, and (iii) other individually insignificant changes. These increases in net interest expense were partially offset by (i) interest cost savings of approximately $16 million due to the early termination of the Notes, (ii) $8 million in additional interest income, and (iii) a decrease of approximately $5
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million in interest expense on our current and previous revolving credit facility due to lower average borrowings outstanding in 2025.

Derivative Instruments. The following table shows the net gain (loss) on derivative instruments and the net cash receipts (payments) on derivatives for the periods presented:

Year Ended December 31,
2025 2024
(In millions)
Gain (loss) on derivative instruments, net
$ 44  $ 11 
Net cash receipts (payments) on derivatives
$ 30  $ (3)

The $33 million increase in the gain on derivative instruments, net in 2025 compared to the same period in 2024 consists primarily of (i) an $11 million net gain on our natural gas contracts, which consists of a $30 million net increase in cash receipts on our settled natural gas basis swaps, partially offset by a $19 million decrease in the value of our open natural gas contracts primarily due to changes in the differential between prices for Waha Hub and Henry Hub, (ii) a $13 million decrease in the estimated fair value of our 2026 WTI Contingent Liability based on fluctuations in the final WTI 2025 Average price (each as defined in Note 4— Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report), and (iii) other individually insignificant changes. See Note 10— Derivatives in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our open contracts at December 31, 2025.

Gain (Loss) on Early Extinguishment of Debt. The $32 million loss on early extinguishment of debt in 2025 is due to the retirement of the 2031 Notes. See Note 6— Debt in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our debt at December 31, 2025.

Provision for (Benefit from) Income Taxes. The $81 million decrease in income tax benefit in 2025 compared to the same period in 2024 primarily resulted from recognizing a pre-tax loss attributable to Viper in 2025 compared to pre-tax income attributable to Viper in 2024, driven by the $768 million non-cash ceiling test impairments recorded in 2025. Additionally, the income tax benefit recognized in 2024 reflects the full release of a valuation allowance of $156 million during the fourth quarter of 2024. See Note 9— Income Taxes in Item 8. Financial Statements and Supplementary Data of this report for further discussion of income tax expense.

Net Income (Loss) Attributable to Non-Controlling Interest. The change to $138 million in net loss attributable to non-controlling interest in 2025 from $245 million in net income attributable to non-controlling interest in 2024 is primarily due to the non-cash ceiling test impairments recorded in 2025 and changes in the non-controlling interest in the Operating Company resulting from (i) the Drop Down Equity Issuance, (ii) the issuance of OpCo Units to fund the Sitio Acquisition, and (iii) the issuance of OpCo Units to Tumbleweed Royalty IV, LLC in the fourth quarter of 2024, which were partially offset by a dilution of the non-controlling interest following the 2024 Equity Offering (as defined and discussed in Note 7— Stockholders’ Equity in Item 8. Financial Statements and Supplementary Data of this report) and the 2025 Equity Offering.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

As we pursue our business and financial strategy, we regularly consider which capital resources, including cash flow and equity and debt financings, are available to meet our future financial obligations and liquidity requirements. Our future ability to grow proved reserves will be highly dependent on the capital resources available to us. Our primary sources of liquidity have been cash flow from operations, equity and debt offerings, borrowings under our revolving credit facility, term loan agreement and proceeds from sales of non-core assets. Our primary uses of cash have been dividends to our stockholders, Operating Company distributions to the holders of OpCo Units, repayments of debt, capital expenditures for the acquisition of our mineral and royalty interests in oil and natural gas properties, including the recently completed Sitio Acquisition, the 2025 Drop Down, and various individually insignificant acquisitions and repurchases of our Common Stock and OpCo Units. At December 31, 2025, we had approximately $1.4 billion of liquidity consisting of $13 million in cash and cash equivalents and $1.4 billion in available borrowings under the 2025 Revolving Credit Facility. See further discussion of changes in our sources of cash in “— Capital Resources ” below.

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Our working capital requirements are supported by our cash and cash equivalents and the 2025 Revolving Credit Facility. We may draw on the 2025 Revolving Credit Facility to meet short-term cash requirements, or issue debt or equity securities as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including dividends, debt service obligations, repayment of debt maturities, any repurchases of our Common Stock, OpCo Units or Guaranteed Senior Notes and any amounts that may ultimately be paid in connection with contingencies.

In order to mitigate volatility in oil and natural gas prices, we have entered into commodity derivative contracts as discussed further in Item 7A. Quantitative and Qualitative Disclosures About Market Risk —Commodity Price Risk of this report.

Continued prolonged volatility in the capital, financial and/or credit markets due to changing or adverse macroeconomic conditions, including tariffs, higher interest rates, global supply chain disruptions, actions taken by OPEC members and other exporting nations and geopolitical global conflicts may limit our access to, or increase our cost of, capital or make capital unavailable on terms acceptable to us or at all. Although we expect that our sources of funding will be adequate to fund our short-term and long-term liquidity requirements, we cannot assure you that the needed capital will be available on acceptable terms or at all.

Cash Flows

The following table presents our cash flows for the period indicated:

Year Ended December 31,
2025 2024
(In millions)
Net cash provided by (used in) operating activities $ 1,053  $ 620 
Net cash provided by (used in) investing activities (2,424) (608)
Net cash provided by (used in) financing activities 1,357  (11)
Net increase (decrease) in cash and cash equivalents $ (14) $ 1 

Operating Activities

Our operating cash flow is sensitive to many variables, the most significant of which are the volatility of prices for oil and natural gas and the volumes of oil and natural gas sold by our operators. The increase in net cash provided by operating activities in 2025, compared to the same period in 2024 was primarily driven by an increase in royalty and lease bonus income and receiving cash payments on our derivatives in 2025 compared to making cash payments to counterparties in 2024. These increases in cash flow were partially offset by an increase in certain cash costs for production and ad valorem taxes, general and administrative expenses, other operating expenses which include severance costs related to the Sitio Acquisition and other changes in our working capital accounts including the timing of when accounts receivable are collected and accounts payable are remitted. See “— Results of Operations ” above for further discussion of significant changes in our income and expenses.

Investing Activities

Net cash used in investing activities during the year ended December 31, 2025, was primarily related to acquisitions of oil and natural gas interests, including the approximately $1.2 billion repayment made for Sitio’s outstanding debt as part of the consideration for the Sitio Acquisition, the 2025 Drop Down, and acquisitions of oil and natural gas interests from other third parties. See Note 4— Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report for additional information on these acquisitions.

Net cash used in investing activities during the year ended December 31, 2024, primarily related to acquisitions of oil and natural gas interests from third parties, which includes $654 million in cash paid for the Tumbleweed Acquisitions (as defined and discussed in Note 4— Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report), partially offset by proceeds of $88 million primarily from the divestiture of non-Permian oil and natural gas interests.

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Financing Activities

Net cash provided by financing activities during the year ended December 31, 2025, was primarily attributable to (i) net proceeds from the issuance of the Guaranteed Senior Notes of $1.6 billion, (ii) proceeds of $1.2 billion from the 2025 Equity Offering, and (iii) net proceeds from the Term Loan of $500 million. These cash inflows were partially offset by (i) $745 million of dividends paid to holders of our OpCo Units and our Class A Common Stock, (ii) $430 million paid for the retirement of the outstanding principal on our 2027 Notes, (iii) $427 million paid for the retirement of the outstanding principal and the redemption premium on our 2031 Notes, (iv) $194 million of securities repurchases under the Company’s repurchase program, and (v) repayments net of borrowings of $156 million on the 2025 Revolving Credit Facility.

Net cash used in financing activities during the year ended December 31, 2024, was primarily attributable to $481 million of dividends paid to stockholders and the Operating Company’s unitholders, which was largely offset by proceeds of $476 million from the 2024 Equity Offering (as defined and discussed in Note 7— Stockholders’ Equity in Item 8. Financial Statements and Supplementary Data of this report).

Capital Resources

The 2025 Revolving Credit Facility and Other Debt Instruments

At December 31, 2025, our credit facility, which matures on June 12, 2030, had a commitment amount of $1.5 billion, with $105 million in outstanding borrowings and $1.4 billion of availability. In the first quarter of 2026, we fully repaid the $105 million of outstanding borrowings under our credit facility.

Additionally, at December 31, 2025, we had $500 million in outstanding borrowings under the Term Loan, which we subsequently repaid in full with proceeds from the Non-Permian Divestiture in February 2026.

See Note 6— Debt in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our outstanding debt at December 31, 2025.

Debt Ratings

We receive debt ratings from the major ratings agencies in the U.S., which impact the interest rates we receive on our variable rate debt and interest rate swaps. In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels, cost structure, planned asset sales and production growth opportunities. In May 2025, Fitch Investor Services upgraded our credit rating to investment grade, the second such investment grade credit rating for us. This upgrade granted us access to a broader investor base, lower interest rates and reduced collateral requirements; therefore, enhancing our liquidity. Currently, our credit ratings from the three main credit rating agencies are as follows:

• Standard and Poor’s Global Ratings Services (BBB-);
• Fitch Investor Services (BBB-); and
• Moody’s Investor Services (Ba1).

Any rating downgrades may result in additional letters of credit or cash collateral being posted under certain contractual arrangements.

Capital Requirements

Guaranteed Senior Notes

At December 31, 2025, we had total principal payments due on our outstanding Guaranteed Senior Notes of $500 million in 2030 and $1.1 billion in 2035. Additionally, we have a remaining aggregate interest expense obligation of $750 million on the Guaranteed Senior Notes with $87 million due in 2026, an aggregate of $174 million due for years 2027 to 2028, an aggregate of $174 million due for years 2029 to 2030, and $315 million due thereafter. The Guaranteed Senior Notes are not subject to any mandatory redemption or sinking fund requirements. See Note 6— Debt in Item 8. Financial Statements and Supplementary Data of this report for further information on the Notes.

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Repurchases of Securities

On December 10, 2025, our board of directors expanded our repurchase program to include repurchases of our Class B Common Stock and OpCo Units in addition to our previously authorized Class A Common Stock. On February 18, 2026, our board of directors also approved an increase in our repurchase program authorization from $750 million to $1.75 billion, excluding the 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA. Since the inception of our repurchase program through February 20, 2026, we have repurchased an aggregate of 18,878,469 shares of our Common Stock and OpCo Units for a total cost of $525 million, excluding any applicable excise tax, leaving approximately $1.2 billion for future repurchases under the repurchase program . See Note 7— Stockholders’ Equity in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the repurchase program.

Cash Dividends and Return of Capital Update

We paid a total of $745 million and $481 million in dividends, on our Class A Common Stock, OpCo Units and participating securities under the LTIP during 2025 and 2024, respectively.

Because of our high operating and free cash flow margin, strong balance sheet, and the Non-Permian Divestiture closure, we returned 90% of cash available for distribution to stockholders with respect to the fourth quarter of 2025. As a result, in addition to repurchases under our repurchase program, we will pay a cash dividend for the fourth quarter of 2025 of $0.52 per share of Class A Common Stock and $0.65 per OpCo Unit, in each case payable on March 12, 2026, to eligible holders of record at the close of business on March 5, 2026. The dividend to stockholders consists of a base quarterly dividend of $0.38 per share of Class A Common Stock and a variable quarterly dividend of $0.14 per share of Class A Common Stock.

We moved closer to our net debt target of $1.5 billion following the closure of the Non-Permian Divestiture on February 9, 2026, and are positioned to increase our return of capital upwards of 100% of future cash available for distribution to stockholders, while also delivering sustainable per-share growth.

See Note 7— Stockholders’ Equity in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the repurchase program and dividends. We expect to continue paying quarterly cash dividends in respect of our common shares. Future base and variable dividends are not required and are at the discretion of the board of directors, who may change the dividend policies at any time.

Supplemental Guarantor Disclosure

On July 9, 2025, New Viper, Former Viper and the Operating Company filed a registration statement on Form S-3 with the SEC registering debt securities of the Operating Company. On July 23, 2025, the Operating Company issued the Guaranteed Senior Notes for an aggregate principal amount of $1.6 billion, which are fully and unconditionally guaranteed by each of Former Viper and New Viper. Following the OpCo Conversion, Viper LP became the issuer of the Guaranteed Senior Notes.

The Guaranteed Senior Notes and the guarantees are the issuer’s and each guarantor’s respective senior unsecured obligations and rank equally in right of payment with all of the issuer’s and each guarantor’s respective existing and future senior indebtedness, including all of the issuer’s and each guarantor’s obligations under the 2025 Revolving Credit Facility and the New Loan, and senior in right of payment to any of the issuer’s and each guarantor’s future indebtedness that is expressly subordinated in right of payment to the Guaranteed Senior Notes and the guarantees, respectively.

The Guaranteed Senior Notes and the guarantees are effectively subordinated to any of the issuer’s and each guarantor’s existing and future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness, and are structurally subordinated to all of the existing and future indebtedness and other liabilities (including trade payables) of each of the issuer’s and each guarantor’s respective subsidiaries that is not an obligor on the Guaranteed Senior Notes.

In the event of bankruptcy, liquidation, reorganization or other winding up of the issuer or a guarantor or upon a default in payment with respect to, or the acceleration of, any senior secured indebtedness of the issuer or a guarantor, the assets of the issuer or such guarantor that secure such senior secured indebtedness will be available to pay obligations on the Guaranteed Senior Notes and the guarantees only after all obligations under such senior secured indebtedness have been repaid in full from such assets. There may not be sufficient assets remaining to pay amounts due on any or all of the Guaranteed Senior Notes then outstanding and the guarantees.

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The obligations of the guarantors under the guarantees are limited in a manner designed to prevent the guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law, although no assurance can be given that a court would give the holder the benefit of such provision. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including contingent liabilities) of such guarantor, and, depending on the amount of such indebtedness, the guarantor’s liability on such guarantee could be reduced to zero.

In accordance with Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional,” except that such guarantee will be released or terminated in certain circumstances set forth in the indentures governing the Guaranteed Senior Notes, and, subject to certain exceptions, the alternative disclosures specified in Rule 13-01 are provided, which include narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the issuer have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the issuer because the assets, liabilities and results of operations of the issuer are not materially different than the corresponding amounts in our consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.

Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated by our management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the consolidated financial statements are prepared. These estimates and assumptions affect the amounts we report for assets and liabilities and our disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Accounting estimates are considered to be critical if (i) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and (ii) the impact of the estimates and assumptions on financial condition or operating performance is material. We evaluate these estimates on an ongoing basis, using historical experience, consultation with experts and other methods we consider reasonable in the particular circumstances. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

We consider the following to be our most critical accounting estimates and have reviewed these critical accounting estimates with the Audit Committee of our Board of Directors.

Royalty Income and Revenue Recognition

We record revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales from third-party operators other than Diamondback may not be received for 30 to 90 days after the date production is delivered. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded based upon our royalty interest. Where available, historical actual data is used to calculate volume estimates for wells operated by third parties. If historical actual data is not available for these wells, engineering estimates are used to calculate expected volumes. As such, estimated volumes utilized in period end royalty income accruals are subject to revision as additional actual data becomes available and such revisions may have a material impact on our results of operations and our royalty income receivables. Pricing estimates are based upon actual prices realized in an area by adjusting the market price for the average basis differential from market on a basin-by-basin basis. We record the differences between our estimates and the actual amounts received for royalties from third parties in the month that payment is received from the operator. We have existing internal controls for our royalty income estimation process and related accruals, but actual third-party royalty income in future periods could differ materially from estimated amounts. At December 31, 2025, our accrual for third-party royalty income was approximately $95 million. Actual revenues received during 2025 for prior years’ production from third parties were not materially different than the amount accrued at December 31, 2024.

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Oil and Natural Gas Accounting and Reserves

We account for oil and natural gas producing activities using the full cost method of accounting, which is dependent on the estimation of proved reserves to determine the rate at which we record depletion on our oil and natural gas properties and whether the value of our evaluated oil and natural gas properties is permanently impaired based on the quarterly full cost ceiling impairment test. Further, we utilize estimated proved reserves to assign fair value to acquired mineral and royalty interests. As such, we consider the estimation of proved reserves to be a critical accounting estimate.

Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by our internal reservoir engineers and audited by Ryder Scott, independent petroleum engineers, as of December 31, 2025, 2024 and 2023. The process of estimating oil and natural gas reserves is complex, requiring significant decisions in the evaluation of available geological, geophysical, engineering and economic data. Significant inputs included in the calculation of future net cash flows include anticipated production of proved reserves and other relevant data. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time to time, and reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various properties increase the likelihood of significant changes in these estimates. If such changes are material, they could significantly affect future depletion of capitalized costs and result in impairment of assets that may be material. Aggregate non-cash ceiling test impairments of $768 million were recorded on our proved oil and natural gas properties during the year ended December 31, 2025. No impairments were recorded on our proved oil and natural gas properties during the years ended December 31, 2024 and 2023. Based on SEC Prices for oil and natural gas throughout 2025 and into 2026, we believe an additional impairment is reasonably likely to occur in the first quarter of 2026. Any future impairment could be material to our consolidated financial statements.

Additionally, costs associated with unevaluated properties are excluded from the full cost pool until we have made a determination as to the existence of proved reserves. We assess all items classified as unevaluated property (on an individual basis or as a group if properties are individually insignificant) at least annually for possible impairment. This assessment is subjective and includes consideration of the following factors, among others: (i) monitoring information available from third-party operators of our acreage for future drilling plans, (ii) the success of operators drilling on our acreage, (iii) the assignment of proved reserves, and (iv) current market prices for mineral acreage within our primary basins. At December 31, 2025, our unevaluated properties totaled $4.9 billion. We did not record any impairment on our unevaluated properties during the year ended December 31, 2025, but any such future impairment could be material to our consolidated financial statements.

Acquisitions of Mineral and Royalty Interests

Acquisitions of mineral and royalty interests from third parties are accounted for as asset acquisitions, whereby the purchase price and associated transaction costs are typically capitalized and allocated to the acquired mineral and royalty interests. The allocation is determined based on whether the interests acquired relate to proved or unproved oil and natural gas properties, utilizing the estimated fair value of proved reserves as of the date of acquisition. The valuation of proved reserves for acquisitions from unrelated parties is based on a projection of future cash flows using objective future pricing assumptions and a discount rate consistent with our estimated cost of capital at the time of the acquisition.

Income Taxes

The amount of income taxes we record requires interpretations of complex rules and regulations of federal and state tax jurisdictions. We use the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized after considering all positive and negative evidence available concerning the realizability of our deferred tax assets. Positive evidence may include forecasts of future taxable income, assessment of future business assumptions and any applicable tax planning strategies available to us. Negative evidence may include losses in recent years, if any, or the projection of losses in future periods. Estimating future taxable income requires numerous judgments and
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assumptions, including projections of future operating conditions which may be impacted by volatile future prices for our oil, natural gas and natural gas liquids, the expected timing and quantity of future production volumes, and the impact of our commodity derivative instruments on our income. These assumptions are discussed further in the critical accounting estimates titled “— Royalty Income and Revenue Recognition” and “— Oil and Natural Gas Accounting and Reserves.” Due to the impact these various assumptions and estimates can have on our estimates of taxable income, an estimate of the sensitivity to changes is not practicable.

In 2025, management’s assessment of all available evidence, both positive and negative, supporting realizability of our deferred tax assets as required by applicable accounting standards, supported the conclusion that our deferred tax assets are more likely than not to be realized. A variety of positive evidence was assessed. In recent years, we have sustained cumulative pre-tax income due in part to higher commodity prices resulting from strong and stable market conditions, and the locations in which we operate have experienced a sustained and increasing pattern of development by a wide variety of operators, consistent with a presumption of more readily predictable development patterns for our properties. The significant acquisitions completed by us, including the Sitio Acquisition and the 2025 Drop Down, provide additional production capacity to generate future taxable income for utilization of our deferred tax assets. In addition, the recently closed Non-Permian Divestiture provides positive evidence supporting realizability of our capital loss carryforward against the estimated capital gain to be recognized in 2026. Based on these factors, we determined that no valuation allowance on our deferred tax assets is required as of December 31, 2025. As of December 31, 2025, we had net deferred tax assets of $33 million.

The accruals for deferred tax assets and liabilities are often based on assumptions that are subject to a significant amount of judgment by management. These assumptions and judgments are reviewed and adjusted as facts and circumstances change. Material changes to our income tax accruals may occur in the future based on the progress of ongoing audits, changes in legislation or resolution of pending matters.

Recent Accounting Pronouncements

See Note 2— Summary of Significant Accounting Policies in Item 8. Financial Statements and Supplementary Data of this report for discussion of recent accounting pronouncements and a full listing of our significant accounting policies.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses.

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to the oil and natural gas production of our operators. Realized prices are driven primarily by the prevailing worldwide price for crude oil and prices for natural gas in the United States. Both crude oil and natural gas realized prices are also impacted by the quality of the product, supply and demand balances in local physical markets and the availability of transportation to demand centers. Pricing for oil and natural gas production has been historically volatile and unpredictable and the prices that our operators receive for production depend on many factors outside of our or their control, as discussed in Item 1A. Risk Factors of this report. We cannot predict events that may lead to future price volatility and the near term energy outlook remains subject to heightened levels of uncertainty.

We historically have used fixed price swap contracts, fixed price basis swap contracts, deferred premium put contracts and costless collars with corresponding put and call options to reduce price volatility associated with certain of our royalty income as discussed in Note 10— Derivatives in Item 8. Financial Statements and Supplementary Data of this report.

At December 31, 2025, we had a net asset derivative position related to our commodity price derivative contracts of $21 million. Utilizing actual derivative contractual volumes under our contracts as of December 31, 2025, a 10% increase in forward curves associated with the underlying commodity would have increased the net asset position by $5 million to approximately $26 million, and a 10% decrease in forward curves associated with the underlying commodity would have
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increased the net asset position by $2 million to approximately $23 million. However, any cash derivative gain or loss may be substantially offset by a decrease or increase, respectively, in the actual sales value of prod uction covered by the derivative instrument.

Credit Risk

We are subject to risk resulting from the concentration of royalty income in producing oil and natural gas properties and receivables with a limited number of several significant operators who sell our production to numerous purchasers. For the years ended December 31, 2025 and 2024, two operators each accounted for more than 10% of our income, respectively. For the year ended December 31, 2023, one operator accounted for more than 10% of our income. See Note 2— Summary of Significant Accounting Policies in Item 8. Financial Statements and Supplementary Data of this report for further details. Each of our operators sell to multiple purchasers. We do not require collateral and the failure or inability of our significant purchasers to meet their obligations to us due to their liquidity issues, bankruptcy, insolvency or liquidation may adversely affect our financial results. Volatility in the commodity pricing environment and macroeconomic conditions may enhance the credit risk from our operators and purchasers.

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates on our indebtedness under the 2025 Revolving Credit Facility and the Term Loan.

The terms of the 2025 Revolving Credit Facility provide for interest on borrowings at a floating rate equal to term SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case, plus the applicable margin. The applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate loans and from 1.125% to 2.000% per annum in the case of term SOFR loans, in each case, based on the pricing level. Further, the commitment fee ranges from 0.125% to 0.325% per annum on the average daily unused portion of the commitment, based on the pricing level. The pricing level depends on the rating of our long-term senior unsecured debt by certain rating agencies. As of December 31, 2025, we had $105 million in outstanding borrowings under the 2025 Revolving Credit Facility with a weighted average interest rate of 6.02% during the year ended December 31, 2025.

Borrowings under the Term Loan bear interest at a per annum rate elected by us that is equal to SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% and 1-month term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin. The applicable margin ranges from 0.250% to 1.125% per annum in the case of the alternate base rate loans and from 1.250% to 2.125% per annum in the case of term SOFR loans, in each case based on the pricing level. The pricing level depends on the rating of the Company’s long-term senior unsecured debt by certain ratings agencies. In addition, the fee on undrawn commitments is equal to 0.20% per annum on the aggregate principal amount of such commitments. As of December 31, 2025, we had $500 million in outstanding borrowings under the Term Loan with a weighted average interest rate on borrowings of 5.72% for the year ended December 31, 2025.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a) Documents included in this report:
1. Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
45

Consolidated Statements of Operations
48

Consolidated Balance Sheets
49

Consolidated Statements of Cash Flows
50

Consolidated Statement of Stockholders’ Equity
51

Notes to Consolidated Financial Statements
53

1. Organization and Basis of Presentation
53

2. Summary of Significant Accounting Policies
55

3. Revenue from Contracts with Customers
60

4. Acquisitions and Divestitures
61

5. Oil and Natural Gas Interests
65

6. Debt
66

7. Stockholders’ Equity
68

8. Earnings Per Common Share
71

9. Income Taxes
72

10. Derivatives
74

11. Fair Value Measurements
75

12. Commitments and Contingencies
77

13. Subsequent Events
77

14. Segment Information
78

15. Supplemental Information on Oil and Natural Gas Operations (Unaudited)
78

2. Financial Statement Schedules
Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s consolidated financial statements and related notes.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Viper Energy, Inc.

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Viper Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2026 expressed an unqualified opinion.

Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimation of proved reserves as it relates to the calculation and recognition of depletion and impairment expense and the valuation of acquired reserves in connection with the mineral and royalty interests acquired in the Sitio Acquisition

As described further in Note 2 to the consolidated financial statements, the Company accounts for its oil and natural gas properties using the full cost method of accounting, which requires management to make estimates of proved reserve volumes and future revenues to calculate depletion and impairment expense. Additionally, as described further in Note 4 to the consolidated financial statements, the Company acquired significant mineral and royalty interests through the Sitio Acquisition which requires management to make estimates of reserve volumes and future revenues to value the properties. To estimate the volume of proved reserves and future revenues, management makes significant estimates and assumptions, including forecasting the timing and volumetric amounts of production and corresponding decline rate of producing properties associated with the operator’s development plan. In addition, the estimation of reserves is impacted by management’s judgments and estimates regarding the financial performance of wells to determine if wells are expected, with reasonable certainty, to be economical under the appropriate pricing assumptions. For acquired reserves, management utilizes an estimated fair value pricing model in determining the corresponding value of reserves. We identified the estimation of reserves attributable to oil and natural gas interests, including acquired reserves in the Sitio Acquisition, due to its impact on depletion and impairment expense and acquisition accounting, as a critical audit matter.

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The principal considerations for our determination that the estimation of proved reserves is a critical audit matter are that changes in certain inputs and assumptions, which include a high degree of subjectivity, necessary to estimate the volume and future revenues of the Company’s proved reserves, could have a significant impact on the measurement of depletion and impairment expense and the fair value of acquired proved oil and natural gas interests. In turn, auditing those inputs and assumptions required subjective and complex auditor judgment.

Our audit procedures related to the estimation of reserves included the following, among others.

• We tested the design and operating effectiveness of key controls relating to management’s estimation of proved reserves for the purpose of calculating depletion and impairment expense and management’s estimation of the fair value of the acquired oil and natural gas interests in the Sitio Acquisition.

• We evaluated the level of knowledge, skill, and ability of the Company’s reservoir engineering specialists and independent petroleum engineering specialists, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate the Company’s reserve volumes, and read the year-end reserve report audited by the independent petroleum engineering specialists.

• Identified inputs and assumptions that were significant to the period end determination of proved reserve volumes and tested management’s process of determining the significant inputs and assumptions, as follows:

◦ Compared the pricing used in the reserve report to relevant pricing benchmarks and realized prices related to revenue transactions recorded in the current year;

◦ Vouched, on a sample basis, the net revenue interests used in the reserve report to underlying land and division order records;

◦ Assessed forecasted production estimates by (i) comparing prior year forecasted production amounts to current year actual results and (ii) comparing forecasted production amounts in the current year reserve report to the actual historical production amounts in the current year, in total and for a sample of individual wells;

◦ We obtained the Company's assessment of operators’ development plans for proved undeveloped properties reflected in the reserve report and evaluated it against the Company’s historical conversion rates to evaluate the likelihood of development related to the proved undeveloped properties; and

◦ Applied analytical procedures on inputs to the reserve report by comparing to historical actual results and to the prior year reserve report.

• Identified inputs and assumptions that were significant to the estimated fair value of the acquired oil and natural gas interests in the Sitio Acquisition and tested management’s process of determining the significant inputs and assumptions, as follows:

◦ Evaluated the appropriateness of fair value pricing, including pricing differentials, used in the fair value reserve report by comparing the pricing forecast to observable pricing information as of the acquisition closing date and pricing differentials to actual historical realized pricing of the acquired properties;

◦ Evaluated the level of knowledge, skill and ability of the specialist utilized by the Company to assist in the preparation of the estimates of fair value of oil and natural gas properties acquired;

◦ Utilized a valuation specialist to evaluate the reasonableness of the Company’s valuation methodology of the Sitio Acquisition, including testing key inputs and assumptions by understanding and assessing the process used to develop the estimate or through development of an independent expectation;

◦ Evaluated the appropriateness of the discount rate used in the fair value reserve report of proved reserves by comparing to the Company’s actual weighted average cost of capital;

◦ Compared, on a sample basis, the net revenue interest used in the fair value reserve report to the historical reserve report;

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◦ Assessed forecasted production estimates in the fair value reserve report for reasonableness by comparing forecasted production amounts to the actual historical production amounts and to the forecasted production in the year-end reserve report for a sample of individual wells;

◦ Applied analytical procedures on the fair value reserve report’s forecasted production by comparing to the prior year reserve report’s forecasted production and to the year-end reserve report’s forecasted production of the acquired proved properties; and

◦ Compared the unproved acreage value allocated to other recent acquisitions in the same or similar locations.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2013.

Oklahoma City, Oklahoma
February 25, 2026
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Viper Energy, Inc.
Consolidated Statements of Operations

Year Ended December 31,
2025 2024 2023
(In millions, except per share amounts, shares in thousands)
Operating income:
Oil income $ 1,131   $ 750   $ 619  
Natural gas income 56   15   31  
Natural gas liquids income 159   89   67  
Royalty income 1,346   854   717  
Lease bonus income 24   6   2  
Lease bonus income—related party 24   —   108  
Other operating income 1   1   1  
Total operating income 1,395   861   828  
Costs and expenses:
Production and ad valorem taxes 94   61   50  

Depletion 607   214   146  
Impairment 768   —   —  
General and administrative expenses 18   8   7  
General and administrative expenses—related party 17   11   4  

Other operating expenses 31   —   1  
Total costs and expenses 1,535   294   208  
Income (loss) from operations ( 140 ) 567   620  
Other income (expense):
Interest expense, net ( 96 ) ( 74 ) ( 47 )

Gain (loss) on derivative instruments, net 44   11   ( 26 )

Gain (loss) on early extinguishment of debt ( 32 ) —   —  
Other income (expense), net ( 1 ) —   —  
Total other income (expense), net ( 85 ) ( 63 ) ( 73 )
Income (loss) before income taxes ( 225 ) 504   547  
Provision for (benefit from) income taxes ( 19 ) ( 100 ) 46  
Net income (loss) ( 206 ) 604   501  
Net income (loss) attributable to non-controlling interest ( 138 ) 245   301  
Net income (loss) attributable to Viper Energy, Inc. $ ( 68 ) $ 359   $ 200  

Net income (loss) attributable to common shares:
Basic $ ( 0.48 ) $ 3.82   $ 2.69  
Diluted $ ( 0.48 ) $ 3.82   $ 2.69  
Weighted average number of common shares outstanding:

Basic 142,530 93,932 74,176
Diluted 142,530 93,932 74,176

See accompanying notes to consolidated financial statements.
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Viper Energy, Inc.
Consolidated Balance Sheets

December 31,
2025 2024
(In millions, except par values and share data)
Assets
Current assets:
Cash and cash equivalents $ 13   $ 27  

Royalty income receivable (net of allowance for credit losses) 262   149  
Royalty income receivable—related party 88   31  

Prepaid expenses and other current assets 50   31  
Total current assets 413   238  
Property:
Oil and natural gas properties:
Proved properties 9,746   3,533  
Unproved properties
4,910   2,180  
Other property, equipment and land 8   6  
Accumulated depletion and impairment ( 2,455 ) ( 1,081 )
Property, net 12,209   4,638  

Deferred income taxes (net of allowances) 33   185  

Other assets 16   8  
Total assets $ 12,671   $ 5,069  
Liabilities and Stockholders’ Equity
Current liabilities:

Accrued liabilities $ 107   $ 43  

Other current liabilities
4   6  
Total current liabilities 111   49  
Long-term debt, net 2,186   1,083  

Other long-term liabilities 11   30  
Total liabilities 2,308   1,162  
Commitments and contingencies (Note 12)

Stockholders’ equity:
Class A Common Stock, $ 0.000001 par value: 1,000,000,000 shares authorized; 170,942,687 and 102,977,142 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively
—   —  
Class B Common Stock, $ 0.000001 par value: 1,000,000,000 shares authorized; 187,023,698 and 85,431,453 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively
—   —  
Additional paid-in capital 4,726   1,569  
Retained earnings (accumulated deficit) ( 278 ) 118  
Total Viper Energy, Inc. stockholders’ equity 4,448   1,687  
Non-controlling interest 5,915   2,220  
Total equity 10,363   3,907  
Total liabilities and stockholders’ equity $ 12,671   $ 5,069  

See accompanying notes to consolidated financial statements.
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Viper Energy, Inc.
Consolidated Statements of Cash Flows

Year Ended December 31,
2025 2024 2023
(In millions)
Cash flows from operating activities:
Net income (loss) $ ( 206 ) $ 604   $ 501  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for (benefit from) deferred income taxes ( 83 ) ( 149 ) ( 7 )
Depletion 607   214   146  
Impairment 768   —   —  
(Gain) loss on derivative instruments, net ( 44 ) ( 11 ) 26  
Net cash receipts (payments) on derivatives 30   ( 3 ) ( 13 )
(Gain) loss on extinguishment of debt 32   —   —  

Other 13   6   3  
Changes in operating assets and liabilities:

Royalty income receivable ( 25 ) ( 13 ) ( 27 )
Royalty income receivable—related party ( 34 ) ( 28 ) 3  
Accounts payable and accrued liabilities ( 19 ) 7   6  
Accounts payable—related party ( 2 ) 1   1  

Other 16   ( 8 ) ( 1 )
Net cash provided by (used in) operating activities 1,053   620   638  
Cash flows from investing activities:

Acquisitions of oil and natural gas interests ( 1,549 ) ( 696 ) ( 830 )
Acquisitions of oil and natural gas interests—related party ( 875 ) —   ( 75 )

Proceeds from sale of oil and natural gas interests —   88   ( 3 )

Net cash provided by (used in) investing activities ( 2,424 ) ( 608 ) ( 908 )
Cash flows from financing activities:

Proceeds from debt 3,250   842   973  
Repayments of debt
( 2,163 ) ( 844 ) ( 462 )

Net proceeds from public offering 1,232   476   —  

Proceeds from public offering to Diamondback —   —   200  

Repurchases of shares of Class A Common Stock as part of the repurchase program ( 153 ) —   ( 95 )
Repurchases of OpCo Units as part of the repurchase program
( 41 ) —   —  
Dividends to stockholders ( 328 ) ( 219 ) ( 129 )
Dividends to Diamondback ( 361 ) ( 255 ) ( 196 )
Dividends to other non-controlling interest ( 56 ) ( 7 ) —  
Other ( 23 ) ( 4 ) ( 13 )
Net cash provided by (used in) financing activities 1,357   ( 11 ) 278  
Net increase (decrease) in cash and cash equivalents ( 14 ) 1   8  
Cash and cash equivalents at beginning of period 27   26   18  
Cash and cash equivalents at end of period
$ 13   $ 27   $ 26  

Supplemental disclosure of cash flow information:
Interest paid $ ( 70 ) $ ( 74 ) $ ( 40 )
Cash paid for income taxes, net of refunds:
Federal
$ ( 47 ) $ ( 53 ) $ ( 50 )
State
$ ( 2 ) $ ( 3 ) $ ( 1 )
Supplemental disclosure of non—cash transactions:
Class A Common Stock issued for acquisition $ ( 1,435 ) $ —   $ ( 255 )
OpCo Units issued for acquisitions $ ( 1,445 ) $ ( 468 ) $ —  
OpCo Units issued to related party $ ( 3,599 ) $ —   $ —  

See accompanying notes to consolidated financial statements.
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Viper Energy, Inc.
Consolidated Statements of Stockholders’ Equity

General Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Non-Controlling Interest
Limited Partners
Partner Common Stock (1)

Common Units
Amount Class B
Units Amount Amount Class A
Shares Class B
Shares
Total

Balance at December 31, 2022 73,230   $ 689   90,710   $ 1   $ 1   —   —   $ —   $ —   $ 1,631   $ 2,322  
Conversion of Viper Energy Partners LP Partnership Units to Viper Energy Inc. Shares of Common Stock
( 78,126 ) ( 937 ) ( 90,710 ) ( 1 ) —  78,126   90,710   938   —  —  —  
Liquidation of General Partner —  —  —  —  ( 1 ) —  —  ( 1 ) —  —  ( 2 )
Common shares/units issued for acquisition —  —  —  —  —  9,018   —  255   —  —  255  
Common shares/units issued to related party 7,215   200   —  —  —  —  —  —  —  —  200  
Equity-based compensation —  1   —  —  —  —  —  —  —  —  1  
Vesting of restricted stock shares/units 73   —  —  —  —  —  —  —  —  —  — 

Dividends/distributions to shareholders —  ( 84 ) —  —  —  —  —  —  ( 45 ) —  ( 129 )
Dividends/distributions to Diamondback —  ( 1 ) —  —  —  —  —  —  ( 4 ) ( 191 ) ( 196 )

Change in ownership of consolidated subsidiaries, net —  31   —  —  —  —  —  ( 133 ) —  102   —  
Repurchases as part of share/unit buyback ( 2,392 ) ( 67 ) —  —  —  ( 1,000 ) —  ( 28 ) —  —  ( 95 )
Net income (loss) —  168   —  —  —  —  —  —  32   301   501  
Balance at December 31, 2023 —   $ —   —   $ —   $ —   86,144   90,710   $ 1,031   $ ( 17 ) $ 1,843   $ 2,857  

(1) The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero at December 31, 2023.

3

See accompanying notes to consolidated financial statements.
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Viper Energy, Inc.
Consolidated Statements of Stockholders’ Equity - (Continued)

Common Stock (1)

Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Non-Controlling Interest
Class A
Shares Class B
Shares
Total
(In millions, shares in thousands)

Balance at December 31, 2023 86,144   90,710   $ 1,031   $ ( 17 ) $ 1,843   $ 2,857  

Common shares issued for acquisition 5,279   ( 5,279 ) —  —  —  — 
OpCo Units issued for acquisition —  —  —  —  468   468  
Common shares issued to related party 11,500   —  476   —  —  476  
Equity-based compensation —  —  3   —  —  3  
Issuance of shares upon vesting of equity awards 54   —  —  —  —  — 

Dividends to stockholders —  —  —  ( 219 ) —  ( 219 )
Dividends to Diamondback —  —  —  ( 5 ) ( 250 ) ( 255 )
Dividends to other non-controlling interest —  —  —  —  ( 7 ) ( 7 )
Change in ownership of consolidated subsidiaries, net —  —  59   —  ( 79 ) ( 20 )

Net income (loss) —  —  —  359   245   604  
Balance at December 31, 2024 102,977   85,431   1,569   118   2,220   3,907  

Common shares issued for acquisitions
38,536   38,020   1,435   —  —  1,435  
Common shares issued to related party —  69,627   —  —  —  — 
OpCo Units issued for acquisition —  —  —  —  1,445   1,445  

OpCo Units issued to related party —  —  —  —  3,599   3,599  
Net proceeds from the issuance of Common Stock 28,336   —  1,232   —  —  1,232  
Repurchases of shares of Class A Common Stock under repurchase program
( 4,016 ) —  ( 153 ) —  —  ( 153 )
Repurchases of OpCo Units and cancellation of Class B Common Stock under repurchase program
—  ( 1,000 ) —  —  ( 41 ) ( 41 )
Conversion of Class B Common Stock to Class A Common Stock 5,054   ( 5,054 ) 188   —  ( 188 ) —  
Dividends to stockholders —  —  —  ( 327 ) —  ( 327 )
Dividends to Diamondback —  —  —  —  ( 361 ) ( 361 )
Dividends to other non-controlling interest —  —  —  —  ( 56 ) ( 56 )
Dividend equivalent rights payments
—  —  —  ( 1 ) —  ( 1 )
Equity-based compensation —  —  7   —  —  7  
Issuance of shares upon vesting of equity awards 56   —  —  —  —  — 

Change in ownership of consolidated subsidiaries, net —  —  448   —  ( 565 ) ( 117 )
Net income (loss) —  —  —  ( 68 ) ( 138 ) ( 206 )
Balance at December 31, 2025 170,943   187,024   $ 4,726   $ ( 278 ) $ 5,915   $ 10,363  

(1) The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero during the periods presented.

See accompanying notes to consolidated financial statements.
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Viper Energy, Inc.
Notes to Consolidated Financial Statements

1.     ORGANIZATION AND BASIS OF PRESENTATION

Organization

Viper Energy, Inc. is a publicly traded Delaware corporation. Viper (as defined below) and its consolidated subsidiaries are focused on owning and acquiring mineral interests and royalty interests in oil and natural gas properties primarily in the Permian Basin.

On August 19, 2025, upon completion of the Sitio Acquisition (as defined and discussed in Note 4— Acquisitions and Divestitures ), VNOM Sub, Inc. (formerly known as Viper Energy Inc., “Former Viper”) became a wholly owned subsidiary of Viper Energy, Inc. (formerly known as New Cobra Pubco, Inc., “New Viper”), as a result of a merger contemplated by the documents governing the Sitio Acquisition (such merger, the “Viper PubCo Merger”).

Upon completion of the Viper PubCo Merger, each share of Former Viper’s Class A common stock, par value $ 0.000001 per share, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger (other than certain excluded shares) was canceled and automatically converted into one share of New Viper Class A common stock, par value $ 0.000001 per share (“New Viper Class A Common Stock”), and each share of Former Viper’s Class B common stock, par value $ 0.000001 per share, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger was automatically canceled and converted into one share of New Viper’s Class B common stock, par value $ 0.000001 per share (“New Viper Class B Common Stock”).

On December 23, 2025, the Company completed an internal reorganization (the “Reorganization”), pursuant to which, among other things, each outstanding OpCo Unit of Viper Energy Partners LLC, a Delaware limited liability company and Viper’s operating subsidiary (“Old OpCo”), was converted into an equivalent OpCo Unit issued by a newly-formed subsidiary of Viper, VNOM Holding Company LLC (“New OpCo”).

As of December 31, 2025, Viper, through its subsidiaries, owned approximately 46.5 % of the outstanding OpCo Units and was the managing member of New OpCo.

Prior to March 8, 2024, the Company was a “controlled company” under the rules of the Nasdaq Stock Market LLC (the “Nasdaq Rules”). On March 8, 2024, the Company’s parent, Diamondback (as defined below), completed an underwritten pu blic offering in which it sold 13,225,000 shares of the Company’s Class A Common Stock (the “Diamondback Offering”). Following the Diamondback Offering, Diamondback’s beneficial ownership was reduced to less than 50 % of the Company’s total Common Stock outstanding. As such, the Company ceased to be a “controlled company” under the Nasdaq Rules. Prior to the Diamondback Offering, the Company’s board of directors had a majority of independent directors and a standing audit committee comprised of all independent directors, but had elected to take advantage of certain exemptions from corporate governance requirements applicable to controlled companies under the Nasdaq Rules and, until March 8, 2024, did not have a compensation committee or a committee of independent directors that selects director nominees.

Effective as of March 8, 2024, the Company’s board of directors formed (i) the compensation committee for purposes of making certain executive and other compensation decisions, and (ii) the nominating and corporate governance committee for purposes of making certain nominating and corporate governance decisions, with each such committee’s rights and obligations being subject to the terms and conditions of (x) the Company’s certificate of incorporation, (y) such committee’s charter as adopted by the board, and (z) the services and secondment agreement, dated as of November 2, 2023, pursuant to which Diamondback provides personnel and general and administrative services to the Company, including the services of the executive officers and other employees (the “Services and Secondment Agreement”).

Subsequent transactions completed in 2025 have resulted in Diamondback temporarily owning more than or less than 50 % of the Company’s Common Stock causing changes in the Company’s status as a “controlled company” under the applicable Nasdaq Rules. While the controlled company exemptions were at times again available to the Company, the Company’s board of directors did not avail itself of these exemptions. As of December 31, 2025, Diamondback beneficially owned approximately 42.1 % of the outstanding voting power of the Company’s Common Stock, on a fully diluted basis after giving effect to the outstanding TWR Class B Option (as defined and discussed in Note 4— Acquisitions and Divestitures ).

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Conversion into Corporation

Effective November 13, 2023, (the “Effective Time”), Viper Energy Partners LP converted from a publicly traded Delaware limited partnership to a Delaware corporation pursuant to a plan of conversion and changed its name from Viper Energy Partners LP to Viper Energy, Inc. Additionally, the certificate of incorporation and the bylaws of Viper Energy, Inc. became effective on the same date. This report includes the results for the Partnership prior to the Conversion and the Company following the Conversion. There are no tax impacts resulting from the Conversion as the Partnership was treated as a corporation for tax purposes.

At the Effective Time, (i) each common unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class A Common Stock, (ii) each Class B unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class B Common Stock, and (iii) the general partner interest issued and outstanding immediately prior to the Effective Time ( 100 % owned by the General Partner) was cancelled.

At the Effective Time, the Company’s certificate of incorporation and bylaws generally provided its stockholders with substantially the same or greater rights and substantially the same or lesser obligations, as those that limited partners had in the Partnership Agreement. Previously, limited partners were not generally entitled to vote with respect to governance of the Partnership, except for those few matters set forth in the Partnership Agreement. Following the Conversion, except as otherwise expressly provided in the Company’s certificate of incorporation, the holders of Common Stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the General Corporation Law of the State of Delaware, including the election of the board of directors of the Company.

Diamondback continues to provide personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to the Services and Secondment Agreement. In addition, for so long as Diamondback and any of its subsidiaries collectively beneficially own at least 25 % of the outstanding Common Stock of the Company, (i) Diamondback will have the right to designate up to three persons to serve as directors of the Company, and (ii) the board of directors of the Company may not appoint any person other than a Diamondback seconded employee as an executive officer of the Company unless such appointment is approved, in advance, by either (x) Diamondback (which approval may not be unreasonably withheld or conditioned), or (y) the affirmative vote of the holders of at least 80 % of the voting power of the capital stock of the Company. Currently, there are two Diamondback designees to the board of directors of the Company—Travis Stice and Kaes Van’t Hof.

References in the accompanying consolidated financial statements and related notes thereto to “Viper” refer to (A) New Viper following the Viper PubCo Merger, (B) Former Viper prior to the Viper PubCo Merger, but after the Conversion, and (C) Viper Energy Partners LP prior to the Conversion. References to the “Company,” “our company,” “we,” “our,” “us” or like terms refer collectively to Viper and its consolidated subsidiaries. References to “shares” or per share amounts prior to the Conversion refer to common units and Class B units or per unit amounts of Viper Energy Partners LP. References to shares or per share amounts following the Conversion refer to (A) Class A common stock, par value $ 0.000001 per share and Class B common stock, par value $ 0.000001 per share of New Viper following the Viper PubCo Merger and (B) Class A common stock, par value $ 0.000001 per share and Class B common stock, par value $ 0.000001 per share of Former Viper prior to the Viper PubCo Merger.

References to the “Operating Company” or “OpCo” refer to (A) New OpCo following the Reorganization and (B) Old OpCo prior to the Reorganization. References to “OpCo Units” are to the units representing limited liability company interests in the Operating Company.

References to “Diamondback” refer collectively to Diamondback Energy, Inc. and its subsidiaries other than the Company. References to the “General Partner” refer to Viper Energy Partners GP LLC, our general partner prior to the Conversion. All references to dividends prior to the Conversion refer to distributions.

Basis of Presentation

The accompanying consolidated financial statements and related notes thereto were prepared in conformity with GAAP. All material intercompany balances and transactions are eliminated in consolidation. The Company reports its operations in one reportable segment.

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Reclassifications

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Certain amounts included in or affecting the Company’s consolidated financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the consolidated financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results could differ from those estimates.

Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, geopolitical global conflicts, higher interest rates, effects of tariffs, actions taken by OPEC and its non-OPEC allies, known collectively as OPEC+, global supply chain disruptions, measures to combat persistent inflation and instability in the financial sector have contributed to recent economic and pricing volatility. The financial results of companies in the oil and natural gas industry have been and may continue to be impacted materially as a result of these events and changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.

The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in each particular circumstance. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include estimates of proved oil and natural gas reserves, including those acquired by the Company, and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas interests, estimates of third-party operated royalty income related to expected sales volumes and prices, the recoverability of costs of unevaluated properties and estimates of income taxes, including deferred tax valuation allowances. Other areas requiring estimation include commodity derivatives and various fair values of non-oil and gas assets and liabilities.

Revenue from Contracts with Customers

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

The Company earns lease bonus income by leasing its mineral interests to exploration, development and production companies. The Company recognizes lease bonus income when a lease agreement has been executed and payment is determined to be collectible.

Royalty Income from Oil, Natural Gas and Natural Gas Liquids Sales

The Company’s oil, natural gas and natural gas liquids sales contracts are generally structured whereby the operator of the properties in which the Company owns a royalty interest sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Company collects its percentage royalty based on the revenue generated. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.

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Transaction Price Allocated to Remaining Performance Obligations

The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.

Contract Balances

Under the Company’s royalty income contracts, it generally has the right to receive its interest in the gross proceeds collected by the operator from third-party purchasers of the Company’s production once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities under Accounting Standards Codification 606.

Prior-Period Performance Obligations

The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered. As a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s royalty interest. The Company records the differences between its estimates and the actual amounts received for royalties in the month that payment is received from the operator. Any identified differences between its revenue estimates and actual revenue received historically have not been significant. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.

Oil and Natural Gas Properties

The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs from third parties are capitalized and amortized on a composite unit of production method based on proved oil, natural gas and natural gas liquids reserves. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas and natural gas liquids. Acquisitions of mineral and royalty interests from related parties are typically recorded at the parent’s historical carrying value and related transaction costs are expensed as incurred in accordance with guidance in ASC 805 for transactions between entities under common control. At December 31, 2025, and 2024, the Company’s oil and natural gas properties consisted primarily of mineral interests in oil and natural gas properties.

Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $ 17.48 , $ 11.77 and $ 10.20 for the years ended December 31, 2025, 2024 and 2023, respectively. Depletion for oil and natural gas properties was $ 607 million, $ 214 million and $ 146 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas interests net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10 % per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions, (ii) the cost of properties not being amortized, if any, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. See Note 5— Oil and Natural Gas Interests for additional discussion of the Company’s oil and natural gas properties.

Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property at least annually for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent of the operator to drill; remaining lease term with the current operator; geological and geophysical evaluations; drilling results and activity; the
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assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.

Royalty Income Receivable

Royalty income receivables consist of receivables for sales of oil, natural gas and natural gas liquids made by the Company’s third-party operators and Diamondback to third-party purchasers. The operators remit payment for production directly to the Company. Most payments for production are received within three months after the production date. Payments on new wells added organically or through acquisition may be further delayed due to title opinion work, which is required to be completed by the operator before payments are released.

Royalty income receivables are stated at amounts due from purchasers, net of an allowance for expected losses as estimated by the Company when collection is deemed doubtful. Royalty income receivables outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance utilizing the loss-rate method, which considers a number of factors, including the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off specific royalty income receivables when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses. At December 31, 2025 and 2024, the Company’s allowance for expected losses was immaterial.

Concentrations

The Company is subject to risk resulting from the concentration of its royalty income in producing oil and natural gas properties and receivables with several significant operators. For the year ended December 31, 2025, two operators each accounted for more than 10% of royalty income: Diamondback ( 55 %) and ExxonMobil Corporation ( 14 %). For the year ended December 31, 2024, two operators each accounted for more than 10% of royalty income: Diamondback ( 54 %) and Pioneer Natural Resources ( 11 %). For the year ended December 31, 2023, one operator accounted for more than 10% of royalty income: Diamondback ( 61 %). Each of the Company’s operators sell to multiple purchasers. The Company does not require collateral and does not believe the loss of any single purchaser would materially impact the Company’s operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.

Related Party Transactions

Royalty Income Receivable

As of December 31, 2025 and 2024, Diamondback, either directly or through its consolidated subsidiaries, owed the Company $ 88 million and $ 31 million, respectively, for royalty income received from third parties for the Company’s production, which had not yet been remitted to the Company.

Lease Bonus Income

During the year ended December 31, 2025, Diamondback and its subsidiaries paid the Operating Company $ 24 million of lease bonus income for 18 new leases covering 2,356 acres in Dawson, Glasscock, Howard, Martin, Midland and Reagan Counties, Texas. Lease bonus income from Diamondback for the year ended December 31, 2024 was immaterial. During the year ended December 31, 2023, Diamondback and its subsidiaries paid the Operating Company $ 108 million of lease bonus income, which included (i) one new lease of $ 96 million covering certain acreage in our Spanish Trail prospect in Midland County, Texas, from a lease agreement with a subsidiary of Diamondback on terms substantially identical to the Operating Company’s other lease arrangements with Diamondback and was considered and approved by the conflicts committee of the board of directors, (ii) nine other new leases covering 703 acres in Martin, Midland, Pecos, and Wheeler Counties, Texas, and (iii) two lease extensions covering 25 acres in Martin County, Texas.

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Other Related Party Transactions

See Note 4— Acquisitions and Divestitures for significant related party acquisitions of oil and natural gas interests.

See Note 7— Stockholders’ Equity for further details regarding equity transactions with related parties.

All other related party transactions with Diamondback or its affiliates have been stated on the face of the consolidated financial statements or were insignificant for the years ended December 31, 2025, 2024 and 2023, respectively.

Derivative Instruments

The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”

Income Taxes

The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the years ended December 31, 2025, 2024 and 2023, there were no interest or penalties associated with uncertain tax positions recognized in the Company’s consolidated financial statements. See Note 9— Income Taxes for further details.

Non-Controlling Interest

Non-controlling interest in the accompanying consolidated financial statements represents the ownership interests of Diamondback, former equity holders of Sitio Royalties Operating Partnership, LP (“Sitio OpCo”), Tumbleweed Royalty IV, LLC (“TWR IV”) and the Morita Ranches Equity Recipients ( as defined and discussed in Note 4— Acquisitions and Divestitures ) in the net assets of the Operating Company. When the non-controlling interests’ relative ownership in the Operating Company changes, adjustments to non-controlling interest and stockholders’ equity, tax effected, will occur. Because these changes in the Company’s ownership interest in the Operating Company did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, “Consolidation.” This guidance requires that any differences between the carrying value of the Company’s basis in the Operating Company and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 7— Stockholders’ Equity for further discussion of changes in ownership interest.

Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The- Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.

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Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following as of the dates indicated:

December 31,
2025 2024
(In millions)
Derivative instruments
$ 28   $ 18  
Prepaid expenses
13   11  
Other
9   2  
Total prepaid expenses and other current assets
$ 50   $ 31  

See “— Derivative Instruments ” above for the Company’s accounting policy for derivative instruments.

Accrued Liabilities

The Company’s accrued liabilities are financial instruments for which the carrying value approximates fair value.

Accrued liabilities consist of the following as of the dates indicated:

December 31,
2025 2024
(In millions)
Interest payable $ 39   $ 10  
Ad valorem taxes payable 34   20  

Acquisition adjustment accrual 4   9  
2026 WTI Contingent Liability 20   —  
Other 10   4  
Total accrued liabilities $ 107   $ 43  

Debt Issuance Costs

Other assets include capitalized costs related to our current credit facility, the previous credit facility and the Term Loan (as defined and discussed in Note 6— Debt ) of $ 21 million and $ 18 million, and accumulated amortization of those costs over the term of the respective credit facilities of $ 13 million and $ 11 million as of December 31, 2025 and 2024, respectively.

Long-term debt includes capitalized costs related to t he Guaranteed Senior Notes. The costs associated with the Guaranteed Senior Notes are netted against the Guaranteed Senior Notes’ balances and amortized over the term of the Guaranteed Senior Notes using the effective interest method. See Note 6— Debt for further details.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The Company adopted the amendments in 2025 and applied the guidance on a retrospective basis. Adoption of the update resulted in additional disclosures in Note 9— Income Taxe s but did not impact the Company’s financial position, results of operations or liquidity.

In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) – Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.” The ASU addresses (i) the application of derivative accounting to
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contracts that include features based on the operations or activities of one of the parties to the contract and (ii) diversity in practice related to accounting for share-based noncash consideration from a customer. The Company elected to early-adopt this amendment in 2025 and applied the guidance on a prospective basis. Adoption of the update did not impact the Company’s historical financial position, results of operations or liquidity; however, the guidance may affect whether certain new arrangements qualify for derivative accounting.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses,” which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

The Company considers the applicability and impact of all ASUs. ASUs not discussed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.

3.     REVENUE FROM CONTRACTS WITH CUSTOMERS

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained from third-party purchasers by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

For the years ended December 31, 2025, 2024 and 2023, any revenues recognized in the current reporting period for performance obligations satisfied in prior reporting periods were not material.

The following tables disaggregate the Company’s revenue from oil, natural gas and natural gas liquids by revenue generated from production on properties operated by Diamondback and revenue generated from production on properties operated by third parties:

Year Ended December 31, 2025
Revenue Generated from Diamondback Operated Properties Revenue Generated from Third-Party Operated Properties Total
(In millions)
Oil income $ 612   $ 519   $ 1,131  
Natural gas income 31   25   56  
Natural gas liquids income 98   61   159  
Total royalty income $ 741   $ 605   $ 1,346  

Year Ended December 31, 2024
Revenue Generated from Diamondback Operated Properties Revenue Generated from Third-Party Operated Properties Total
(In millions)
Oil income $ 398   $ 352   $ 750  
Natural gas income 10   5   15  
Natural gas liquids income 51   38   89  
Total royalty income $ 459   $ 395   $ 854  

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Year Ended December 31, 2023
Revenue Generated from Diamondback Operated Properties Revenue Generated from Third-Party Operated Properties Total
(In millions)
Oil income $ 377   $ 242   $ 619  
Natural gas income 16   15   31  
Natural gas liquids income 42   25   67  
Total royalty income $ 435   $ 282   $ 717  

4.     ACQUISITIONS AND DIVESTITURES

2025 Activity

Sitio Acquisition

On August 19, 2025, the Company completed a series of transactions in which New Viper acquired Sitio Royalties Corp. (“Sitio”), Sitio OpCo and their respective subsidiaries, pursuant to the Agreement and Plan of Merger, dated June 2, 2025, by and among Former Viper, the Operating Company, Sitio, Sitio OpCo, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (the “Sitio Acquisition”). The Sitio Acquisition was an all-equity transaction valued at approximately $ 4.0 billion, including customary transaction costs and post-closing adjustments and the partial retirement of Sitio’s net debt of approximately $ 1.2 billion. The Company funded the retirement of Sitio’s net debt through a combination of cash on hand, proceeds from the issuance of the Guaranteed Senior Notes and borrowings under the Term Loan ( as defined and discussed in Note 6— Debt ).

Equity consideration for the Sitio Acquisition consisted of the right for Sitio and Sitio OpCo’s former equity holders to receive (i) 0.4855 shares of New Viper Class A Common Stock, for each share of Sitio Class A common stock, par value $ 0.0001 per share, and (ii) 0.4855 OpCo Units, along with a corresponding amount of New Viper Class B Common Stock, for each unit representing limited partnership interests of Sitio OpCo, subject to certain exclusions. The OpCo Units and New Viper Class B Common Stock issued in the Sitio Acquisition are exchangeable from time to time for shares of New Viper Class A Common Stock (that is, one OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). Each share of Class C common stock, par value $ 0.0001 per share, of Sitio was automatically canceled in the transaction for no consideration and ceased to exist upon closing of the Sitio Acquisition. The shares of common stock of Former Viper and Sitio were delisted from the Nasdaq and their respective reporting obligations under the Exchange Act were terminated. As part of the Sitio Acquisition, New Viper issued 38,536,236 shares of Class A Common Stock, 35,619,951 shares of Class B Common Stock and 35,619,951 OpCo Units. In addition, at the closing of the Sitio Acquisition, the Company entered into a registration rights agreement with certain of Sitio OpCo’s former equity holders, pursuant to which such equity holders received certain demand registration rights with respect to the shares of the Company’s Class A Common Stock that may be acquired by them in exchange for OpCo Units and shares of the Company’s Class B Common Stock.

The mineral and royalty interests acquired in the Sitio Acquisition represent approximately 25,300 net royalty acres in the Permian Basin and approximately 9,000 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins, for total acreage of approximately 34,300 net royalty acres. See Note 13— Subsequent Events for discussion of divestiture of the non-Permian acreage in 2026.

The Sitio Acquisition was accounted for as an asset acquisition in accordance with ASC 805.

2025 Drop Down

On May 1, 2025, the Company acquired all of the issued and outstanding equity interests in 1979 Royalties, LP and 1979 Royalties GP, LLC from Endeavor Energy Resources, LP (“Endeavor”), each a seller party and a subsidiary of Diamondback, pursuant to a definitive equity purchase agreement for consideration consisting of (i) $ 873 million in cash including customary post-closing adjustments, and (ii) the issuance of 69,626,640 OpCo Units and an equivalent number of shares of the Company’s Class B Common Stock (the “2025 Drop Down”). The OpCo Units and the Class B Common Stock issued in the 2025 Drop Down, as well as the OpCo Units and Class B Common Stock otherwise beneficially owned by
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Diamondback, are exchangeable from time to time for shares of the Company’s Class A Common Stock (that is, one OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). The shares of Class A Common Stock that may be issued to Diamondback and/or its subsidiaries upon exchange of their OpCo Units and shares of Class B Common Stock, including those OpCo Units and shares of Class B Common Stock issued at the closing of the 2025 Drop Down, are subject to the Company’s existing registration rights agreement with Diamondback, dated as of November 13, 2023, previously filed by the Company with the SEC.

The mineral and royalty interests acquired in the 2025 Drop Down represent approximately 24,446 net royalty acres in the Permian Basin, 69 % of which are operated by Diamondback, and have an average net royalty interest of approximately 2.2 % and then-current oil production of approximately 17,097 BO/d (the “Endeavor Mineral and Royalty Interests”). The Endeavor Mineral and Royalty Interests include interests in horizontal wells comprised of 5,574 gross proved developed production wells (of which approximately 32 % are operated by Diamondback), 116 gross completed wells and 394 gross drilled but uncompleted wells, all of which are principally concentrated in the Midland Basin, with the balance located primarily in the Delaware and Williston Basins.

The 2025 Drop Down was approved by (i) the Company’s audit committee comprised of all independent directors and the full board of directors, in each case on January 30, 2025, and (ii) the majority of the Company’s stockholders, other than Diamondback and its subsidiaries, at the special meeting of the Company’s stockholders held on May 1, 2025, as required under the Nasdaq Rules.

The Company funded the cash consideration for the 2025 Drop Down with a portion of the proceeds from the 2025 Equity Offering ( as defined and discussed in Note 7— Stockholders’ Equity ) and borrowings under our previous revolving credit facility. The 2025 Drop Down was accounted for as a transaction between entities under common control, with the Endeavor Mineral and Royalty Interests recorded at Endeavor’s historical carrying value in the Company’s consolidated balance sheet.

Morita Ranches Acquisition

On February 14, 2025, the Company completed an acquisition of certain mineral and royalty interests located in Howard County, Texas from Morita Ranches Minerals, LLC (“Morita Ranches”) (the “Morita Ranches Acquisition”) pursuant to a definitive purchase and sale agreement for consideration consisting of approximately (i) $ 208 million in cash, and (ii) 2,400,297 OpCo Units together with an equal number of shares of the Company’s Class B Common Stock issued to certain affiliate designees of Morita Ranches (the “Morita Ranches Equity Recipients”), including customary transaction costs and post-closing adjustments. At the closing of the Morita Ranches Acquisition, the Morita Ranches Equity Recipients (i) became parties to the Third Amended and Restated Limited Liability Agreement of the Operating Company, dated as of October 1, 2024, as amended, and (ii) entered into an Exchange Agreement with the Company and the Operating Company to provide for the right to exchange the OpCo Units and shares of the Company’s Class B Common Stock acquired by the Morita Ranches Equity Recipients at the closing of the Morita Ranches Acquisition for an equal number of shares of the Company’s Class A Common Stock. In addition, at the closing of the Morita Ranches Acquisition, the Company entered into a registration rights agreement pursuant to which the Morita Ranches Equity Recipients received certain demand and piggyback registration rights with respect to the shares of the Company’s Class A Common Stock that may be acquired by them in exchange for OpCo Units and shares of the Company’s Class B Common Stock.

The mineral and royalty interests included in the Morita Ranches Acquisition represent approximately 1,691 net royalty acres in the Permian Basin, 75 % of which are operated by Diamondback, and have an average net royalty interest of approximately 10.9 %. The Company funded the cash consideration for the Morita Ranches Acquisition with proceeds from the 2025 Equity Offering. The Morita Ranches Acquisition was accounted for as an asset acquisition in accordance with ASC 805.

Other Acquisitions

During the year ended December 31, 2025, the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 515 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $ 140 million, including customary closing adjustments. In the second half of 2025, the Company acquired, in individually insignificant transactions from Diamondback E&P LLC, mineral and royalty interests representing 80 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $ 2 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under our revolving credit facility.

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2024 Activity

Acquisitions

Tumbleweed Acquisitions

In September and October of 2024, the Company completed a series of related acquisitions including the TWR Acquisition, the Q Acquisition and the M Acquisition (collectively the “Tumbleweed Acquisitions”), each as defined and discussed below.

TWR Acquisition

On October 1, 2024, the Company acquired all of the issued and outstanding equity interests in TWR IV, LLC and TWR IV SellCo, LLC from TWR IV and TWR IV SellCo Parent, LLC (the “TWR Acquisition”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $ 464 million in cash, including transaction costs and certain customary post-closing adjustments, (ii) 10,093,670 OpCo Units to TWR IV, (iii) an option granted to TWR IV to acquire up to 10,093,670 shares of the Company’s Class B Common Stock (the “TWR Class B Option”), and (iv) contingent cash consideration of $ 16 million paid in January 2026 (the “TWR Contingent Liability”) based on the average price of WTI sweet crude oil prompt month futures contracts for the calendar year 2025 (the “WTI 2025 Average”), which was between $ 60.00 and $ 65.00 . Additionally, at the closing of the TWR Acquisition, the Company assumed a royalty income receivable of approximately $ 24 million.

TWR IV can exchange some or all of its OpCo Units for an equal number of shares of the Company’s Class A Common Stock and any OpCo Units so exchanged will reduce the number of shares of Class B Common Stock subject to the TWR Class B Option. In addition, at the closing of the TWR Acquisition, the Company entered into a registration rights agreement with TWR IV, pursuant to which TWR IV received certain demand and piggyback registration rights with respect to the shares of the Company’s Class A Common Stock that may be acquired by TWR IV in exchange for OpCo Units. The mineral and royalty interests acquired in the TWR Acquisition represent approximately 3,067 net royalty acres located primarily in the Permian Basin. The Company funded the cash consideration for the TWR Acquisition through a combination of cash on hand, borrowings under our previous revolving credit facility and proceeds from the 2024 Equity Offering (as defined and discussed in Note 7— Stockholders’ Equity ).

Q Acquisition

On September 3, 2024, the Company acquired all of the issued and outstanding equity interests in Tumbleweed-Q Royalties, LLC (the “Q Acquisition”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $ 114 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of $ 2 million paid in January 2026 (the “Q Contingent Liability”) based on the WTI 2025 Average, which was between $ 60.00 and $ 65.00 . The mineral and royalty interests acquired in the Q Acquisition represent approximately 406 net royalty acres located primarily in the Permian Basin. The cash consideration for the Q Acquisition was funded through a combination of cash on hand and borrowings under our previous revolving credit facility.

M Acquisition

On September 3, 2024, the Company acquired all of the issued and outstanding equity interests in MC TWR Royalties, LP and MC TWR Intermediate, LLC (the “M Acquisition”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $ 76 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of $ 2 million paid in January 2026 (the “M Contingent Liability”) based on the WTI 2025 Average, which was between $ 60.00 and $ 65.00 . The mineral and royalty interests acquired in the M Acquisition represent approximately 267 net royalty acres located primarily in the Permian Basin. The cash consideration for the M Acquisition was funded through a combination of cash on hand and borrowings under our previous revolving credit facility.

The Q Contingent Liability, the M Contingent Liability and the TWR Contingent Liability are collectively referred to as the “2026 WTI Contingent Liability.”

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Other Acquisitions

In addition to the acquisitions discussed above, during the year ended December 31, 2024, the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 261 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $ 54 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under our previous revolving credit facility.

Divestiture

In the second quarter of 2024, the Company divested all of its non-Permian assets for a purchase price of approximately $ 87 million, including transaction costs and customary post-closing adjustments. The divested properties consisted of approximately 2,713 net royalty acres with current production of approximately 450 BO/d. The Company recorded the proceeds as a reduction of its full cost pool with no gain or loss recognized on the sale.

2023 Activity

Acquisitions

GRP Acquisition

On November 1, 2023, the Company acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP, affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”), pursuant to a definitive purchase and sale agreement for 9,018,760 common units and $ 747 million in cash, including transaction costs and certain customary post-closing adjustments (the “GRP Acquisition”). The mineral and royalty interests acquired in the GRP Acquisition represent approximately 4,600 net royalty acres in the Permian Basin, and approximately 2,700 additional net royalty acres in other major basins. The cash consideration for the GRP Acquisition was funded through a combination of cash on hand and held in escrow, borrowings under our previous revolving credit facility, proceeds from the 2031 Notes (as defined and discussed in Note 6— Debt ) and proceeds from the $ 200 million common unit issuance to Diamondback discussed further in Note 7— Stockholders’ Equity .

2023 Drop Down

On March 8, 2023, the Company acquired certain mineral and royalty interests from subsidiaries of Diamondback for approximately $ 75 million in cash, including customary closing adjustments for net title benefits (the “2023 Drop Down”). The mineral and royalty interests acquired in the 2023 Drop Down represented approximately 660 net royalty acres in Ward County, Texas in the Southern Delaware Basin, 100 % of which were operated by Diamondback, and had an average net royalty interest of approximately 7.2 % and then-current production of approximately 300 BO/d. The Company funded the 2023 Drop Down through a combination of cash on hand and borrowings under our previous revolving credit facility. The 2023 Drop Down was accounted for as a transaction between entities under common control with the acquired properties recorded at Diamondback’s historical carrying value in the Company’s consolidated balance sheet. The historical carrying value of the properties approximated the 2023 Drop Down purchase price.

Other Acquisitions

Additionally during the year ended December 31, 2023, the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 286 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $ 70 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under our previous revolving credit facility.

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5.     OIL AND NATURAL GAS INTERESTS

Oil and natural gas interests include the following for the periods presented:

December 31,
2025 2024
(In millions)
Oil and natural gas interests:
Proved properties $ 9,746   $ 3,533  
Unproved properties 4,910   2,180  
Gross oil and natural gas interests 14,656   5,713  
Accumulated depletion ( 1,567 ) ( 961 )
Accumulated impairment ( 888 ) ( 120 )
Oil and natural gas interests, net 12,201   4,632  
Other property, equipment and land 8   6  
Property, net of accumulated depletion and impairment $ 12,209   $ 4,638  

Balance of costs not subject to depletion:
Incurred in 2025 $ 3,614  
Incurred in 2024 562  
Incurred in 2023 553  
Prior 181  
Total not subject to depletion $ 4,910  

As of December 31, 2025, and 2024, the Company had mineral and royalty interests representing approximately 96,003 and 35,671 net royalty acres, respectively.

Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved reserves can be made. The inclusion of the Company’s unevaluated costs into the amortization base is expected to be completed within nine to 12 years. All costs incurred not subject to depletion are classified as acquisition costs.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. As a result of its ceiling test, the Company recorded aggregate non-cash ceiling test impairments for the year ended December 31, 2025 of $ 768 million. No impairment expense was recorded on the Company’s oil and natural gas interests for the years ended December 31, 2024 and 2023, based on the results of the respective quarterly ceiling tests. In addition to commodity prices, the Company’s production rates, levels of proved reserves, transfers of unevaluated properties, income tax rate assumptions and other factors will determine its actual ceiling test limitations and impairment analysis in future periods. If future SEC Prices decline as compared to the com modity prices used in prior quarters, the Company could have further write-downs in subsequent quarters, which may be material.

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6.     DEBT

Long-term debt consisted of the following as of the dates indicated:

December 31,
2025 2024
(In millions)
5.375 % Senior Notes due 2027
$ —   $ 430  
4.900 % Senior Notes due 2030
500   —  
7.375 % Senior Notes due 2031
—   400  
5.700 % Senior Notes due 2035
1,100   —  
Term Loan 500   —  
Revolving credit facility 105   261  
Unamortized debt issuance costs ( 15 ) ( 6 )
Unamortized discount costs ( 4 ) ( 2 )
Total long-term debt $ 2,186   $ 1,083  

2025 Revolving Credit Facility

On June 12, 2025, Former Viper, as guarantor, entered into a credit agreement with the Operating Company, as borrower, and Wells Fargo, as the administrative agent (the “2025 Revolving Credit Facility”), which among other things, provides the borrower with a senior unsecured revolving credit facility with a commitment of $ 1.5 billion, a swingline commitment of up to $ 50 million and a letter of credit commitment of $ 5 million. The 2025 Revolving Credit Facility has a maturity date of June 12, 2030, with the ability to request three extensions of the maturity date by one year . The 2025 Revolving Credit Facility was previously guaranteed by certain subsidiaries of the borrower, and upon completion of the Sitio Acquisition, those subsidiary guarantees were released and New Viper and Former Viper became co-guarantors. The 2025 Revolving Credit Facility replaced the borrower’s previous revolving credit facility, dated July 20, 2018, among the Company, the borrower and Wells Fargo as amended, restated, amended and restated, supplemented or otherwise modified prior to June 12, 2025. As of December 31, 2025, there was $ 105 million in outstanding borrowings and $ 1.4 billion available for future borrowings under the 2025 Revolving Credit Facility . For the years ended December 31, 2025, 2024 and 2023, the weighted average interest rates on borrowings under the borrower’s respective revolving credit facilities were 6.02 % , 7.34 %, and 7.41 % , respectively.

Borrowings under the 2025 Revolving Credit Facility bear interest at a per annum rate elected by the borrower that is equal to term SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50 % and 1-month term SOFR plus 1.0 %, subject to a 1.0 % floor), in each case plus the applicable margin. The applicable margin ranges from 0.125 % to 1.000 % per annum in the case of the alternate base rate loans and from 1.125 % to 2.000 % per annum in the case of term SOFR loans, in each case based on the pricing level. Further, the commitment fee ranges from 0.125 % to 0.325 % per annum on the average daily unused portion of the commitment, again based on the pricing level. The pricing level depends on the rating of the Company’s long-term senior unsecured debt by certain ratings agencies.

The 2025 Revolving Credit Facility contains a financial covenant that requires the Company to maintain a Total Net Debt to Capitalization Ratio (as defined in the 2025 Revolving Credit Facility) of no more than 65 %. As of December 31, 2025, the borrower was in compliance with all financial maintenance covenants under the 2025 Revolving Credit Facility.

On December 23, 2025, Old OpCo converted its legal form (the “OpCo Conversion”), in accordance with the applicable laws of the State of Delaware, to a Delaware limited partnership named Viper Energy Partners LP (“Viper LP”), which thereupon became the borrower with respect to the 2025 Revolving Credit Facility.

Term Loan

On July 23, 2025, in connection with the Sitio Acquisition, Former Viper, as guarantor, entered into a term loan credit agreement with the Operating Company, as borrower, and Goldman Sachs Bank USA, as administrative agent, (the “Term Loan”).
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The Term Loan provided the Company with the ability to borrow up to $ 500 million on a senior unsecured basis to fund a portion of the retirement of Sitio’s net debt, in connection with the Sitio Acquisition. On August 19, 2025, the date of closing of the Sitio Acquisition, the Term Loan was fully drawn in a single borrowing. Any then-outstanding amounts will mature and be payable in full on the second anniversary of the initial funding date. In connection with the closing of the Sitio Acquisition, New Viper became a co-guarantor of the Term Loan. During the year ended December 31, 2025, the weighted average interest rate on borrowings under the Term Loan was 5.72 %.

Borrowings under the Term Loan bear interest at a per annum rate elected by the borrower that is equal to SOFR or an alternate base rate (which is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50 % and 1-month term SOFR plus 1.0 %, subject to a 1.0 % floor), in each case plus the applicable margin. The applicable margin ranges from 0.250 % to 1.125 % per annum in the case of the alternate base rate loans and from 1.250 % to 2.125 % per annum in the case of term SOFR loans, in each case based on the pricing level. The pricing level depends on the rating of the Company’s long-term senior unsecured debt by certain ratings agencies. In addition, the fee on undrawn commitments is equal to 0.20 % per annum on the aggregate principal amount of such commitments.

Following the OpCo Conversion, Viper LP became the borrower under the Term Loan.

Guaranteed Senior Notes Offering

On July 23, 2025, the Operating Company, as issuer, and Former Viper, as guarantor, issued $ 1.6 billion in aggregate principal amount of the Guaranteed Senior Notes consisting of (i) $ 500 million aggregate principal amount of 4.900 % Senior Notes due August 1, 2030, (the “2030 Notes”), and (ii) $ 1.1 billion aggregate principal amount of 5.700 % Senior Notes due August 1, 2035, (the “2035 Notes”). The Company received net proceeds of approximately $ 1.58 billion, after underwriters’ discounts and transaction costs. Interest on the Guaranteed Senior Notes is payable semi-annually in February and August of each year, beginning on February 1, 2026. Concurrently, the Company used approximately $ 824 million of the proceeds to redeem approximately $ 780 million in aggregate principal amounts of the Company’s outstanding Notes, including accrued interest due and applicable redemption premiums. Following the closing of the Sitio Acquisition, the Company used the remaining proceeds from the issuance of the Guaranteed Senior Notes to (i) retire Sitio’s 7.875 % senior notes due 2028, (ii) partially repay borrowings under Sitio’s revolving credit facility, (iii) pay fees, costs and expenses related to the redemption or repayment of such debt, and (iv) for general corporate purposes.

The Guaranteed Senior Notes (i) are senior unsecured obligations and are fully and unconditionally guaranteed by Former Viper, and, following the closing of the Sitio Acquisition, also by New Viper, (ii) are senior in right of payment to any of the Company’s future subordinated indebtedness, and (iii) rank equal in right of payment with all of the Company’s existing and future senior indebtedness. The Guaranteed Senior Notes have been registered under the Securities Act.

Following the OpCo Conversion, Viper LP became the issuer with respect to the Guaranteed Senior Notes.

Retirement of Notes

During the second quarter of 2025, the Company opportunistically repurchased principal amounts of $ 50 million of its 5.375 % Senior Notes due 2027 (the “2027 Notes”) in open market transactions for total cash consideration of $ 50 million, at an average of 99.7 % of par value, resulting in an immaterial gain on extinguishment of debt for the year ended December 31, 2025.

On July 23, 2025, using proceeds from the issuance of the Guaranteed Senior Notes, the Company (i) redeemed all of its outstanding 7.375 % Senior Notes maturing on November 1, 2031 (the “2031 Notes”), which were issued in October 2023 to partially fund the cash portion of the GRP Acquisition, for total cash consideration of approximately $ 434 million including the applicable redemption premium of 106.767 % of par and accrued and unpaid interest up to, but not including, the redemption date, and (ii) deposited approximately $ 390  million to redeem all of its outstanding 2027 Notes on November 1, 2025, for total cash consideration, including payment of interest due to, but not including, the redemption date at a redemption price equal to 100 % of the principal amount of the 2027 Notes. The redemption of the 2031 Notes resulted in a loss on extinguishment of debt of $ 32 million.

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Notes to Consolidated Financial Statements - (Continued)

Interest Expense

The following amounts have been incurred and charged to interest expense for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
2025 2024 2023
(In millions)
Interest expense $ 103   $ 74   $ 48  
Other fees and expenses 3   2   1  
Less: interest income 10   2   2  

Interest expense, net $ 96   $ 74   $ 47  

7.     STOCKHOLDERS’ EQUITY

At December 31, 2025, the Company had a total of 170,942,687 shares of Class A Common Stock issued and outstanding and 187,023,698 shares of Class B Common Stock issued and outstanding. Additionally, at December 31, 2025, TWR IV held the TWR Class B Option to acquire up to 10,093,670 shares of the Company’s Class B Common Stock.

In connection with the Reorganization, Viper in its position as managing member of New OpCo, along with affiliates of Diamondback, TWR IV and the Morita Ranches Equity Recipients adopted the Amended and Restated Limited Liability Company Agreement of New OpCo (the “New OpCo LLC Agreement”). The New OpCo LLC Agreement provides that members of New OpCo may require the Company to redeem all or a portion of the shares of the Company’s Class B Common Stock held by such member, together with an equal number of OpCo Units ( one share of Class B Common Stock together with one OpCo Unit) in exchange for (i) an equivalent number of shares of the Company’s Class A Common Stock, or (ii) cash consideration subject to the terms and conditions included in the New OpCo LLC Agreement.

The following table presents the beneficial ownership of Common Stock and OpCo Units as of December 31, 2025:

As of December 31, 2025
Shares of Common Stock Beneficially Owned
Percentage Ownership (1)
OpCo Units Beneficially Owned
Percentage Ownership

Public equity holders of Class A Common Stock
170,942,687   46.5   % —   —   %
Viper and subsidiaries
—   —   % 170,942,687   46.5   %
Diamondback and subsidiaries
155,058,093   42.1   % 155,058,093   42.1   %
Sitio OpCo former equity holders
29,565,308   8.0   % 29,565,308   8.0   %
TWR IV (1)
10,093,670   2.7   % 10,093,670   2.7   %
Morita Ranches Equity Recipients
2,400,297   0.7   % 2,400,297   0.7   %
Total Ownership (1)
368,060,055   100.0   % 368,060,055   100.0   %

(1) On a fully diluted basis, assuming TWR IV exercises the TWR Class B Option.

2025 Equity Offering

On February 3, 2025, the Company completed an underwritten public offering of 28,336,000 shares of Class A Common Stock, which included 3,696,000 shares issued pursuant to an option to purchase additional shares of Class A Common Stock granted to the underwriters, at a price to the public of $ 44.50 per share for total net proceeds of approximately $ 1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). The Company used the net proceeds from the 2025 Equity Offering to fund (i) the cash consideration for the Morita Ranches Acquisition, (ii) a portion of the cash consideration for the 2025 Drop Down , and (iii) for general corporate purposes.

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2024 Equity Offering

On September 13, 2024, the Company completed an underwritten public offering of 11,500,000 shares of Class A Common Stock, which included 1,500,000 shares issued pursuant to an option to purchase additional shares of Class A Common Stock granted to the under writers, at a price to the public of $ 42.50 per share fo r total net proceeds of approximately $ 476 million , after the underwriters’ discount and transaction costs (the “2024 Equity Offering”). The net proceeds were used to fund a portion of the cash consideration for the TWR Acquisition.

2023 Viper Issuance of Common Units to Diamondback

In October 2023, the Company issued 7,215,007 of its common units to Diamondback at a price of $ 27.72 per unit for total net proceeds of approximately $ 200  million. The net proceeds were used to fund a portion of the cash consideration for the GRP Acquisition. During 2024, Diamondback sold all of its shares of the Company’s Class A Common Stock in the Diamondback Offering discussed in Note 1— Organization and Basis of Presentation .

Repurchase Program

Previously, the Company’s board of directors authorized a $ 750 million repurchase program, with respect to the repurchase of the Company’s Class A Common Stock, excluding excise tax, over an indefinite period of time. On December 10, 2025, the Company’s board of directors expanded the repurc hase program to also include repurchases of the Company’s Class B Common Stock and OpCo Units. The Company has purchased and intends to continue to purchase shares of Common Stock and OpCo Units un der the repurchase program opportunistically with funds from cash on hand, free cash flow from operatio ns and potential l iquidity events such as the sale of assets. This repurchase program may be suspended, modified or extended, from time to time, or may be discontinued at any time, in each case, by the Company’s board of directors .

During the year ended December 31, 2025, repurchases under the repurchase program totaled $ 194 million, which includes approximately $ 41 million for the repurchase of 1,000,000 OpCo Units from an affiliate of Kimmeridge Energy Management Company, LLC (“Kimmeridge”) in a privately negotiated transaction on December 10, 2025. Concurrently, a corresponding number of shares of the Company’s Class B Common Stock owned by Kimmeridge were cancelled. During the year ended December 31, 2024, there were no repurchases under the repurchase program. Repurchases of $ 95 million for the year ended December 31, 2023, include approximately $ 29 million for the repurchase of 1,000,000 shares of Class A Common Stock from GRP in a privately negotiated transaction in the fourth quarter of 2023. As of December 31, 2025, $ 241 million remains available under the repurchase program, excluding excise tax.

Cash Dividends

The board of directors of the Company has established a dividend policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to holders of the OpCo Units. Viper in turn distributes all or a portion of the available cash it receives from the Operating Company to holders of its Class A Common Stock through base and variable dividends that take into account capital returned to stockholders via its repurchase program. The Company’s available cash and the available cash of the Operating Company for each quarter is determined by the board of directors following the end of such quarter. The Company’s dividend policy currently requires the Company to pay quarterly variable dividends of at least 75 % of its available cash less the base dividend declared and the amount paid for repurchases of the Company’s Common Stock and OpCo Units as part of its repurchase program for the applicable quarter. Additionally, the Company’s board of directors may approve certain one-time discretionary adjustments to the calculation of cash available for distribution.