10-K – 2026-02-25 – vnom-20251231.htm

The Company expects that its available cash will generally equal the Adjusted EBITDA attributable to the Company 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 the Company’s board of directors deems necessary or appropriate; lease bonus income (net of applicable taxes); dividend equivalent rights payments; preferred distributions and an adjustment for changes in ownership interests that occurred subsequent to the quarter, if any.

The percentage of cash available for distribution by the Operating Company pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through the Company’s repurchase program. The Company is not required to pay dividends to the holders of its Class A Common Stock on a quarterly or other basis.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

The Company is also required to pay a quarterly preferred dividend in respect of its Class B Common Stock in the aggregate amount of $ 20,000 per quarter, which is consistent with the Partnership’s pre-Conversion preferred distribution requirement. Other than the preferred dividend requirement, the Company is not required to pay dividends to the holders of its Common Stock on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of the Company’s board of directors.

The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2025, 2024 and 2023 (in millions except per share amounts):

Distributions
Period Amount per OpCo Unit Operating Company Distributions to Non-Controlling Interests
Amount per Class A Common Share Class A Common Stockholders (1)(2)
Declaration Date Class A Common Stockholder Record Date Payment Date
2025
Q4 2024 $ 0.69   $ 68   $ 0.65   $ 85   January 30, 2025 March 6, 2025 March 13, 2025
Q1 2025 $ 0.70   $ 117   $ 0.57   $ 75   May 1, 2025 May 15, 2025 May 22, 2025
Q2 2025 $ 0.59   $ 98   $ 0.53   $ 68   July 31, 2025 August 14, 2025 August 21, 2025
Q3 2025 $ 0.66   $ 134   $ 0.58   $ 99   October 30, 2025 November 13, 2025 November 20, 2025
2024
Q4 2023 $ 0.69   $ 63   $ 0.56   $ 48   February 15, 2024 March 5, 2024 March 12, 2024
Q1 2024 $ 0.70   $ 60   $ 0.59   $ 54   April 25, 2024 May 15, 2024 May 22, 2024
Q2 2024 $ 0.76   $ 65   $ 0.64   $ 59   August 1, 2024 August 15, 2024 August 22, 2024
Q3 2024 $ 0.73   $ 69   $ 0.61   $ 63   October 31, 2024 November 14, 2024 November 21, 2024
2023
Q4 2022 $ 0.54   $ 49   $ 0.49   $ 36   February 15, 2023 March 3, 2023 March 10, 2023
Q1 2023 $ 0.42   $ 38   $ 0.33   $ 24   April 26, 2023 May 11, 2023 May 18, 2023
Q2 2023 $ 0.44   $ 40   $ 0.36   $ 25   July 25, 2023 August 10, 2023 August 17, 2023
Q3 2023 $ 0.70   $ 64   $ 0.57   $ 49   November 2, 2023 November 16, 2023 November 24, 2023

(1) Dividends paid in the first quarter of 2024 include amounts paid to Diamondback for the 7,946,507 shares of Class A Common Stock then beneficially owned by Diamondback and distributions equivalent rights payments. As of March 31, 2024, Diamondback did not beneficially own any shares of Class A Common Stock.
(2) For distributions paid in 2023, includes amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback.

Cash dividends will be made to the holders of record of the Company’s Class A Common Stock on the applicable record date, generally within 60 days after the end of each quarter.

Changes in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying consolidated financial statements represents the ownership interests of Diamondback, Sitio OpCo’s former equity holders, TWR IV and the Morita Ranches Equity Recipients in the net assets of the Operating Company. The non-controlling interests’ relative ownership in the Operating Company can change due to the purchase or sale of the Company’s Common Stock, the Company’s public offerings of shares of Class A Common Stock for which proceeds are contributed to the Operating Company in exchange for OpCo Units, issuance of shares of Class A Common Stock or issuance of shares of Class B Common Stock and OpCo Units for acquisitions, share-based compensation, repurchases of shares of Common Stock or OpCo Units and dividend equivalent rights paid on the Company’s Class A Common Stock. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

The following table summarizes the changes in stockholders’ equity due to changes in ownership interest during the period:

Year Ended December 31,
2025 2024 2023
(In millions)
Net income (loss) attributable to the Company $ ( 68 ) $ 359   $ 200  
Change in ownership of consolidated subsidiaries 448   59   ( 102 )
Change from net income (loss) attributable to the Company’s stockholders and transfers with non-controlling interest $ 380   $ 418   $ 98  

8.     EARNINGS PER COMMON SHARE

The net income (loss) per common share on the consolidated statements of operations is based on the net income (loss) attributable to the Company’s Class A Common Stock for the years ended December 31, 2025, 2024 and 2023.

Basic and diluted earnings per common share are calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of Class A Common Stock and participating securities. Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average shares of Class A Common Stock outstanding during the period. Diluted net income (loss) per common share gives effect, when applicable, to unvested restricted stock units and performance restricted stock units granted under the LTIP.

A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:

Year Ended December 31,
2025 2024 2023
(In millions, except per share amounts, shares in thousands)
Net income (loss) attributable to the period $ ( 68 ) $ 359   $ 200  
Less: net income (loss) allocated to participating securities (1)
1   —   —  
Net income (loss) attributable to common stockholders $ ( 69 ) $ 359   $ 200  
Weighted average common shares outstanding:
Basic weighted average common shares outstanding 142,530   93,932   74,176  
Effect of dilutive securities:
Potential common shares issuable (2)
—   —   —  
Diluted weighted average common shares outstanding 142,530   93,932   74,176  
Net income (loss) per common share, basic $ ( 0.48 ) $ 3.82   $ 2.69  
Net income (loss) per common share, diluted $ ( 0.48 ) $ 3.82   $ 2.69  

(1) Unvested restricted stock units and performance restricted stock units that contain non-forfeitable dividend equivalent rights are considered participating securities and are therefore included in the earnings per share calculation pursuant to the two-class method.
(2) For the year ended December 31, 2025, 110,342 potential common shares were excluded from the computation of diluted earnings per common share because their inclusion would have been anti-dilutive as a result of recording a net loss attributable to the common shareholders for the period. For the years ended December 31, 2024 and 2023 no significant potential common shares were excluded from the computation of diluted earnings per common share.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

9.     INCOME TAXES

The Company’s total income tax benefit for the year ended December 31, 2025, differed from amounts computed by applying the United States federal statutory tax rate to pre-tax loss for the period primarily due to net loss attributable to the non-controlling interest. For the year ended December 31, 2024, the Company’s total income tax benefit differed from amounts computed by applying the United States federal statutory tax rate to pre-tax income for the period primarily due to the release of the remaining valuation allowance during the fourth quarter and net income attributable to non-controlling interests. For the year ended December 31, 2023, total income tax expense differed from amounts computed by applying the United States federal statutory rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and the impact of reductions to the valuation allowance.

The components of the provision for income taxes for the years ended December 31, 2025, 2024 and 2023 are as follows:

Year Ended December 31,
2025 2024 2023
(In millions)
Current income tax provision (benefit):
Federal $ 60   $ 47   $ 50  
State 4   2   3  
Total current income tax provision (benefit) 64   49   53  
Deferred income tax provision (benefit):
Federal ( 78 ) ( 148 ) ( 7 )
State ( 5 ) ( 1 ) —  
Total deferred income tax provision (benefit) ( 83 ) ( 149 ) ( 7 )
Total provision (benefit) from income taxes $ ( 19 ) $ ( 100 ) $ 46  

A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:

Year Ended December 31,
2025 2024 2023
Amount
(In millions) Percentage of Income (Loss) Before Income Taxes
Amount
(In millions) Percentage of Income (Loss) Before Income Taxes
Amount
(In millions) Percentage of Income (Loss) Before Income Taxes

Income tax expense (benefit) at the federal statutory rate (21%) $ ( 47 ) 21   % $ 106   21   % $ 115   21   %

State income tax, net of federal income tax effect (1)
( 1 ) —   % 2   —   % 2   —   %

Changes in valuation allowances —   —   % ( 156 ) ( 31 ) % ( 8 ) ( 1 ) %

Nontaxable or nondeductible items:

Impact of nontaxable noncontrolling interest 29   ( 13 ) % ( 52 ) ( 10 ) % ( 63 ) ( 12 ) %
Provision for (benefit from) income taxes $ ( 19 ) 8   % $ ( 100 ) ( 20 ) % $ 46   8   %

(1) State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

The components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows:

Year Ended December 31,
2025 2024
(In millions)
Deferred tax assets:
Net operating loss and capital loss carryforwards $ 5   $ —  
Investment in the Operating Company 28   185  

Total deferred tax assets 33   185  
Valuation allowance —   —  
Net deferred tax assets 33   185  

Net deferred tax assets (liabilities) $ 33   $ 185  

At December 31, 2025, the Company had net deferred tax assets of approximately $ 33 million, including $ 5 million in federal capital loss carryforwards expiring in 2027 and immaterial state operating loss carryforwards. Deferred taxes are provided on the difference between the Company’s basis for financial accounting purposes and basis for federal income tax purposes in its investment in the Operating Company.

In connection with the closing of the Sitio Acquisition, the Company acquired prepaid income tax balances of approximately $ 14 million and deferred tax assets of $ 5 million related to loss carryforwards. The Company also recognized a deferred tax liability of approximately $ 122 million. The Company’s federal loss carryforwards acquired from Sitio are subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which subjects tax attributes to limitation upon an “ownership change” (as defined in the Code). In general, an ownership change occurs if there is a cumulative increase in the ownership of a corporation’s stock totaling more than 50 percentage points by one or more “5% shareholders” (as defined in the Code) at any time during a rolling three-year look back period. Based on Sitio’s fair market value, the Company has determined that the applicable annual limitation exceeds the loss carryforwards acquired from Sitio. As such, the Company believes that the application of Section 382 of the Code will not have an adverse effect on future usage of its federal tax attributes.

During the fourth quarter of 2024, the Company released its remaining valuation allowance of $ 156 million as a result of management’s assessment of the realizability of future taxable income, which primarily contributed to the discrete income tax benefit of $ 149 million for the year ended December 31, 2024. During the year ended December 31, 2023, the Company recognized a discrete income tax benefit of $ 7 million related to a partial release of its beginning-of-the-year valuation allowance, based on a change in judgment about the realizability of its deferred tax assets in future years.

In March 2024, as part of the Diamondback Offering, the Company recognized a $ 28 million increase in its deferred tax asset and an $ 11 million increase in its valuation allowance through additional paid-in capital.

At December 31, 2025, the Company did not have any significant uncertain tax positions requiring recognition in the financial statements. The Company’s 2022 through 2025 tax years remain open to examination by tax authorities.

On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was enacted. The OBBB included multiple provisions applicable to U.S. income taxes for businesses, including immediate expensing of research or experimental expenses, bonus depreciation for qualified tangible property, deductible intangible drilling costs for purposes of the corporate “book” minimum tax and enhancements to limits on business interest expense deductions. The Company accounted for the OBBB in the period of enactment and concluded there was not a material impact to the Company’s current or deferred income tax balances.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

10.     DERIVATIVES

Commodity Contracts

The Company historically has used fixed price swap contracts, fixed price basis swap contracts, deferred premium puts and costless collars with corresponding put and call options to reduce price volatility associated with certain of its royalty income. At December 31, 2025, the Company has puts, costless collars and fixed price basis swap contracts outstanding.

The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with put contracts for oil based on WTI Cushing and fixed price basis swaps for oil based on the spread between the WTI Cushing crude oil price and the Argus WTI Midland crude oil price. The Company’s fixed price basis swaps for natural gas are for the spread between the Waha Hub natural gas price and the Henry Hub natural gas price. The weighted average differential represents the amount of reduction to the WTI Cushing oil price and the Waha Hub natural gas price for the notional volumes covered by the basis swap contracts. Under the Company’s costless collar contracts, each collar has an established floor price and ceiling price. When the settlement price is below the floor price, the counterparty is required to make a payment to the Company, and when the settlement price is above the ceiling price, the Company is required to make a payment to the counterparty. When the settlement price is between the floor and the ceiling, there is no payment required.

By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company has entered into commodity derivative instruments only with counterparties that are also lenders under the 2025 Revolving Credit Facility and our counterparties have been deemed an acceptable credit risk. As such, collateral is not required from either the counterparties or the Company on its outstanding commodity derivative contracts. Market risks involved in the Company’s use of derivative instruments relate to its potential inability to realize the benefits of any increases in commodity prices above the prices established by its derivative contracts.

As of December 31, 2025, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.

Swaps Collars Puts
Settlement Month Settlement Year Type of Contract Bbls/MMBtu Per Day Index Weighted Average Differential Weighted Average Floor Price Weighted Average Ceiling Price Strike Price Deferred Premium
OIL
Jan. - Mar. 2026 Puts 40,000 WTI Cushing $ — $ — $ — $ 51.75 $( 1.56 )
Apr. - Jun. 2026 Puts 20,000 WTI Cushing $ — $ — $ — $ 48.13 $( 1.35 )
NATURAL GAS
Jan. - Dec. 2026 Basis Swaps 80,000 Waha Hub $( 1.61 ) $ — $ — $ — $ —
Jan. - Dec. 2027 Basis Swaps 40,000 Waha Hub $( 1.40 ) $ — $ — $ — $ —
Jan. - Dec. 2026 Costless Collar 60,000 Henry Hub $ — $ 2.75 $ 6.64 $ — $ —

Treasury Locks

During the third quarter of 2025, the Company entered into certain treasury lock contracts to reduce the forecasted interest rate risk associated with the issuance of the Guaranteed Senior Notes. The treasury locks were terminated and settled upon issuance of the Guaranteed Senior Notes with a gain of $ 3 million recognized under the caption “Gain (loss) on derivative instruments, net” on the consolidated statements of operations for the year ended December 31, 2025.

Contingent Liability

The change in fair value of the 2026 WTI Contingent Liability is recognized in “Gain (loss) on derivative instruments, net” on the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

Balance Sheet Offsetting of Derivative Assets and Liabilities

The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. See Note 11— Fair Value Measurements for further details.

Gains and Losses on Derivative Instruments

The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:

Year Ended December 31,
2025 2024 2023
(In millions)
Gain (loss) on derivative instruments, net:
Commodity contracts $ 31   $ 15   $ ( 26 )
2026 WTI Contingent Liability 10   ( 4 ) —  
Treasury locks 3   —   —  
Total $ 44   $ 11   $ ( 26 )

Net cash receipts (payments) on derivatives:
Commodity contracts $ 27   $ ( 3 ) $ ( 13 )

Treasury locks 3   —   —  
Total $ 30   $ ( 3 ) $ ( 13 )

11.     FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis on the Company’s consolidated balance sheets, including the Company’s commodity derivative instruments and the 2026 WTI Contingent Liability.

The fair values of the Company’s commodity derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third-party, the contracted notional volumes and time to maturity. The net amounts are classified as current or noncurrent based on their anticipated settlement dates. The fair value of the 2026 WTI Contingent Liability was estimated using observable market data and a Monte Carlo pricing model, which are considered Level 2 inputs in the fair value hierarchy.

The following tables provide (i) the consolidated balance sheet classification where the Company’s commodity derivative instrument assets and liabilities and 2026 WTI Contingent Liability are recorded, ( ii) fair value measurement information, (iii) the gross amounts of recognized assets and liabilities, (iv) the amounts offset under master netting arrangements with counterparties, and (v) the resulting net amounts presented in the Company’s consolidated balance sheets as of December 31, 2025, and December 31, 2024:

As of December 31, 2025
Balance Sheet Classification Level 1 Level 2 Level 3 Total Gross Fair Value Gross Amounts Offset in Balance Sheet Net Fair Value Presented in Balance Sheet
(In millions)
Assets:
Prepaid expenses and other current assets $ —   $ 37   $ —   $ 37   $ ( 9 ) $ 28  

Liabilities:
Other current liabilities $ —   $ 9   $ —   $ 9   $ ( 9 ) $ —  
Accrued liabilities (2026 WTI Contingent Liability)
$ —   $ 20   $ —   $ 20   $ —   $ 20  
Other long-term liabilities $ —   $ 7   $ —   $ 7   $ —   $ 7  

As of December 31, 2024
Balance Sheet Classification Level 1 Level 2 Level 3 Total Gross Fair Value Gross Amounts Offset in Balance Sheet Net Fair Value Presented in Balance Sheet
(In millions)
Assets:
Prepaid expenses and other current assets $ —   $ 24   $ —   $ 24   $ ( 6 ) $ 18  

Liabilities:
Other current liabilities $ —   $ 8   $ —   $ 8   $ ( 6 ) $ 2  

Accrued liabilities (2026 WTI Contingent Liability)
$ —   $ 30   $ —   $ 30   $ —   $ 30  

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

Assets and Liabilities Not Recorded at Fair Value

The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:

December 31, 2025 December 31, 2024
Carrying Value Fair Value Carrying Value Fair Value
(In millions)
Debt
$ 2,186   $ 2,233   $ 1,083   $ 1,105  

The fair values of our current or previous revolving credit facility, as applicable, and the Term Loan approximate their carrying values based on borrowing rates available to the Company for bank loans with similar terms and maturities and are classified as Level 2 in the fair value hierarchy. The fair values of the Notes and Guaranteed Senior Notes were determined using the quoted market price at each period end, a Level 1 classification in the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include mineral and royalty interests acquired in asset acquisitions and subsequent write-downs of the Company’s proved oil and natural gas interests to fair value when they are impaired or held for sale.

See Note 2— Summary of Significant Accounting Policies and Note 5— Oil and Natural Gas Interests for further discussion of non-recurring fair value adjustments.

Fair Value of Financial Assets

The Company has other financial instruments consisting of cash and cash equivalents, royalty income receivable, income tax receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities and income taxes payable. The carrying value of these instruments approximate their fair value because of the short-term nature of the instruments.

12.     COMMITMENTS AND CONTINGENCIES

The Company is a party to various routine legal proceedings, disputes and claims from time to time arising in the ordinary course of its business. While the ultimate outcome of any pending proceedings, disputes or claims and any resulting impact on the Company, cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records reserves for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.

13.     SUBSEQUENT EVENTS

Cash Dividend

On February 18, 2026, our board of directors approved an increase to the Company’s annual base dividend to $ 1.52 per share of Class A Common Stock beginning with the dividend payable for the fourth quarter of 2025. Our board of directors further approved 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 holders of record at the close of business on March 5, 2026. The dividend on Class A Common Stock consists of a base quarterly dividend of $ 0.38 per share and a variable quarterly dividend of $ 0.14 per share.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

Increase in Repurchase Program Authorization

On February 18, 2026, our board of directors approved an increase in authorization under the Company’s 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.

Divestiture of Non-Permian Assets

On February 9, 2026, the Company divested all of its non-Permian assets, including those acquired from Sitio, to an affiliate of GRP Energy Capital LLC and Warwick Capital Partners LLP 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 divestiture were used to (i) repay the Company’s $ 500 million Term Loan in full, (ii) fully repay $ 90  million of then-outstanding borrowings under the 2025 Revolving Credit Facility, and (iii) for general corporate purposes.

14.     SEGMENT INFORMATION

As of December 31, 2025, the Company is managed on a consolidated basis as a single operating and reportable segment which is focused on owning and acquiring mineral and royalty interests primarily in the Permian Basin in West Texas. The Company’s operating segment primarily derives its revenue from customers through the receipt of royalty income on the sale of oil and natural gas products as well as other immaterial service contracts. See Note 3— Revenue from Contracts with Customers for further discussion of the Company’s sources of revenue.

The Company’s Chief Operating Decision Maker (“CODM”) is a senior executive committee that is comprised of the Company’s Chief Executive Officer and President. The CODM uses the Company’s consolidated financial results to assess performance, allocate resources and make key operating decisions, obtaining the board’s approval as required. The measures of segment profit or loss and total assets utilized by the CODM are net income and total assets, as reported on the consolidated statements of operations and the consolidated balance sheets, respectively. The significant expense categories, their amounts and other segment items that are regularly provided to the CODM are those that are reported in the Company’s consolidated statements of operations as well as interest income and interest expense in Note 6— Debt .

The CODM uses consolidated net income as a measure of profitability to evaluate segment performance and to make capital allocation decisions such as reinvestment in the business or return of capital through the payment of base and variable dividends or repurchases under the share repurchase program.

15.     SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)

The Company’s oil and natural gas reserves are attributable solely to properties within the United States.

Capitalized Oil and Natural Gas Costs

Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:

December 31,
2025 2024
(In millions)
Oil and natural gas interests:
Proved $ 9,746   $ 3,533  
Unproved 4,910   2,180  
Total oil and natural gas interests 14,656   5,713  
Accumulated depletion ( 1,567 ) ( 961 )
Accumulated impairment ( 888 ) ( 120 )
Net oil and natural gas interests capitalized $ 12,201   $ 4,632  

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

Costs Incurred in Oil and Natural Gas Activities

Costs incurred in oil and natural gas property acquisition activities are as follows:

Year Ended December 31,
2025 2024 2023
(In millions)
Acquisition costs:
Proved properties $ 4,976   $ 341   $ 403  
Unproved properties 3,968   830   758  
Total $ 8,944   $ 1,171   $ 1,161  

Results of Operations from Oil and Natural Gas Producing Activities

Substantially all of the Company’s producing activities are from oil and natural gas activities and are included in the “— Consolidated Statements of Operations .”

Oil and Natural Gas Reserves

Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by the Company’s internal reservoir engineers and audited by Ryder Scott, independent petroleum engineers, as of December 31, 2025, 2024 and 2023. The reserve estimates represent the Company’s net revenue interest in the Company’s properties. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon SEC Prices for the periods ended December 31, 2025, 2024 and 2023, respectively. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. All of the Company’s proved reserves included in the reserve reports are located in the continental United States. Although the estimates are believed to be reasonable, actual future production, cash flows, taxes and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. 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. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

The following table presents changes in estimated proved reserves, which were prepared in accordance with the rules and regulations of the SEC:

Oil
(MBbls) Natural Gas
(MMcf) Natural Gas Liquids
(MBbls) Total (MBOE) (1)

Proved Developed and Undeveloped Reserves:
As of December 31, 2022 79,004   209,964   34,902   148,900  
Purchase of reserves in place 10,469   27,011   4,006   18,977  
Extensions and discoveries 13,636   34,632   6,150   25,558  
Revisions of previous estimates ( 5,178 ) 11,101   3,466   138  

Production ( 8,028 ) ( 19,130 ) ( 3,108 ) ( 14,324 )
As of December 31, 2023 89,903   263,578   45,416   179,249  
Purchase of reserves in place 7,891   20,310   3,665   14,941  
Extensions and discoveries 13,099   33,498   6,254   24,936  
Revisions of previous estimates ( 6,472 ) 4,449   2,837   ( 2,894 )
Divestitures ( 919 ) ( 4,605 ) ( 451 ) ( 2,138 )
Production ( 9,939 ) ( 24,606 ) ( 4,181 ) ( 18,221 )
As of December 31, 2024 93,563   292,624   53,540   195,873  
Purchase of reserves in place 90,168   336,127   55,102   201,291  
Extensions and discoveries 31,305   90,973   15,702   62,170  
Revisions of previous estimates ( 3,951 ) ( 31,751 ) ( 9,328 ) ( 18,570 )
Divestitures ( 4 ) ( 12 ) ( 2 ) ( 8 )
Production ( 17,875 ) ( 51,676 ) ( 8,233 ) ( 34,721 )
As of December 31, 2025 193,206   636,285   106,781   406,035  

Proved Developed Reserves:
December 31, 2023 69,043   221,462   37,417   143,371  
December 31, 2024 76,020   253,271   45,633   163,865  
December 31, 2025 147,036   512,302   84,282   316,702  

Proved Undeveloped Reserves:
December 31, 2023 20,860   42,116   7,999   35,878  
December 31, 2024 17,543   39,353   7,907   32,009  
December 31, 2025 46,170   123,983   22,499   89,333  

(1) Includes total proved reserves of 219,259 MBOE, 94,019 MBOE, 91,417 MBOE and 81,895 MBOE as of December 31, 2025, 2024, 2023 and 2022, respectively, attributable to a non-controlling interest in the Operating Company.

Revisions represent changes in previous reserves estimates, either upward or downward, resulting from new information normally obtained from development drilling and production history or resulting from a change in economic factors, such as commodity prices, operating costs or development costs.

During the year ended December 31, 2025, the Company’s total extensions and discoveries of 62,170 MBOE resulted primarily from the drilling of 1,497 new wells and from 1,071 new proved undeveloped locations added. The Company’s total downward revisions of previous estimated quantities of 18,570 MBOE were primarily attributable to negative revisions of (i) 11,481 MBOE associated with lower commodity prices, (ii) 4,722 MBOE due to PUD downgrades, and (iii) 2,367 MBOE primarily attributable to performance revisions. Total purchases of reserves in place of 201,291 MBOE resulted primarily from the Sitio Acquisition, the 2025 Drop Down, the Morita Ranches Acquisition and other acquisitions of certain mineral and royalty interests.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

During the year ended December 31, 2024, the Company’s total extensions and discoveries of 24,936 MBOE resulted primarily from the drilling of 1,170 new wells and from 447 new proved undeveloped locations added. The Company’s total downward revisions of previous estimated quantities of 2,894 MBOE were primarily attributable to negative revisions of (i) 6,539 MBOE associated with lower commodity prices, and (ii) 2,936 MBOE due primarily to PUD downgrades partially offset by positive revisions of 6,580 MBOE primarily attributable to performance revisions. Total purchases of reserves in place of 14,941 MBOE resulted primarily from the Tumbleweed Acquisitions and other acquisitions of certain mineral and royalty interests. Divestitures of 2,138 MBOE related primarily to non-core mineral and royalty interests.

During the year ended December 31, 2023, the Company’s total extensions and discoveries of 25,558 MBOE resulted primarily from the drilling of 904 new wells and from 179 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 138 MBOE consist of positive revisions of 5,688 MBOE primarily attributable to performance revisions which were largely offset by PUD downgrades of 5,548 MBOE. Total purchases of reserves in place of 18,977 MBOE resulted primarily from the GRP Acquisition and other acquisitions of certain mineral and royalty interests.

Proved Undeveloped Reserves

As of December 31, 2025, the Company’s PUD reserves totaled 46,170 MBbls of oil, 123,983 MMcf of natural gas and 22,499 MBbls of natural gas liquids, for a total of 89,333 MBOE. PUDs will be converted from undeveloped to developed as the applicable wells begin production. The Company’s PUD reserves were from 1,653 horizontal wells, 61 % of which are operated by Diamondback. Of the horizontal locations, 424 are Wolfcamp A wells, 415 are Wolfcamp B wells, 298 are Middle Spraberry/Jo Mill wells, 257 are Lower Spraberry wells, 82 are Bone Spring wells, 61 are Wolfcamp D wells, 47 are Dean wells, 46 are Barnett wells, 12 are Wolfcamp XY wells, eight are Wolfcamp C wells and three are Upper Spraberry wells.

The following table includes the changes in PUD reserves for 2025:

MBOE
Beginning proved undeveloped reserves at December 31, 2024
32,009  
Undeveloped reserves transferred to developed ( 11,848 )
Revisions ( 5,643 )
Purchases 28,395  

Extensions and discoveries 46,420  
Ending proved undeveloped reserves at December 31, 2025
89,333  

The increase in PUD reserves was primarily attributable to positive additions of 46,420 MBOE, primarily from 1,071 new horizontal well locations attributable to extensions resulting from strategic drilling of wells to delineate the Company’s acreage position and acquisitions of 28,395 MBOE. These increases in PUD reserves were partially offset by the conversion of 11,848 MBOE of PUD reserves into proved developed reserves and downward revisions of 5,643 MBOE primarily attributable to PUD downgrades of 4,421 MBOE.

All of the Company’s PUD drilling locations are scheduled to be drilled within five years from the date they were initially recorded. As of December 31, 2025, none of the Company’s total proved reserves were classified as proved developed non-producing.

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows is based on SEC Prices. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future due to development and production of the reserves not occurring in the periods assumed, as well as actual prices realized and actual costs incurred varying significantly from those used in the estimates of proved reserves.

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Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)

The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2025, 2024 and 2023:

December 31,
2025 2024 2023
(In millions)
Future cash inflows $ 15,377   $ 8,323   $ 8,494  
Future production taxes ( 1,080 ) ( 578 ) ( 594 )
Future income tax expense ( 1,389 ) ( 749 ) ( 935 )
Future net cash flows 12,908   6,996   6,965  
10% discount to reflect timing of cash flows ( 6,261 ) ( 3,676 ) ( 3,778 )
Standardized measure of discounted future net cash flows (1)
$ 6,647   $ 3,320   $ 3,187  

(1) Includes a 54 %, 48 % and 51 % non-controlling interest in the Operating Company at December 31, 2025, 2024 and 2023, respectively.

The following table presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:

December 31,
2025 2024 2023

Oil (per Bbl) $ 64.80   $ 75.61   $ 77.93  
Natural gas (per Mcf) $ 1.31   $ 0.49   $ 1.54  
Natural gas liquids (per Bbl) $ 18.95   $ 20.62   $ 23.79  

Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:

Year Ended December 31,
2025 2024 2023
(In millions)
Standardized measure of discounted future net cash flows at the beginning of the period $ 3,320   $ 3,187   $ 3,454  
Purchase of minerals in place 3,738   355   474  
Divestiture of reserves —   ( 51 ) —  
Sales of oil and natural gas, net of production costs ( 1,252 ) ( 793 ) ( 667 )
Extensions and discoveries 1,401   640   627  
Net changes in prices and production costs ( 279 ) ( 438 ) ( 1,405 )
Revisions of previous quantity estimates ( 374 ) ( 85 ) 3  
Net changes in income taxes ( 370 ) 70   212  
Accretion of discount 368   374   428  
Net changes in timing of production and other 95   61   61  
Standardized measure of discounted future net cash flows at the end of the period $ 6,647   $ 3,320   $ 3,187  

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we have established disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As of December 31, 2025, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting. We are in the process of integrating the entities acquired in the Sitio Acquisition. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, there have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in the 2013 Internal Control-Integrated Framework, management did not identify any material weaknesses in the Company’s internal control over financial reporting and determined that the Company maintained effective internal control over financial reporting as of December 31, 2025. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Sitio Acquisition on August 19, 2025. The total assets of Sitio represent approximately 32% of our consolidated total assets as of December 31, 2025, and the operating income of Sitio represent 12% of our total operating income for the year ended December 31, 2025.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Grant Thornton LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report, has issued their report on the effectiveness of the Company’s internal control over financial reporting at December 31, 2025. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting at December 31, 2025, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Viper Energy, Inc.

Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Viper Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) 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”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 25, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of the entities acquired in the Sitio Acquisition, whose financial statements reflect total assets and operating income constituting 32 and 12 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025. As indicated in Management’s Report, the entities acquired in the Sitio Acquisition were acquired during 2025. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of the entities acquired in the Sitio Acquisition.

Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 25, 2026

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ITEM 9B. OTHER INFORMATION

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during our fiscal year ended December 31, 2025.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information as to Item 10 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2025.

We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller and persons performing similar functions. Any amendments to or waivers from the code of business conduct and ethics will be disclosed on our website. We have also made the Code of Business Conduct and Ethics available on our website under the “Investors—Corporate Governance” section at https://www.viperenergy.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics by posting such information on our website at the address specified above.

ITEM 11. EXECUTIVE COMPENSATION

Information as to Item 11 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2025.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information as to Item 12 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information as to Item 13 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2025.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information as to Item 14 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2025.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this Form 10-K
1 and 2. Financial Statements and Financial Statement Schedules

The financial statements filed as part of this Annual Report on Form 10-K are listed in the accompanying index to financial statements and schedules under Part II, Item 8. Financial Statements and Supplementary Data.

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.

3. Exhibits

Exhibit Number Description
2.1#
Equity Purchase Agreement, dated as of January 30, 2025, by and among Endeavor Energy Resources, LP, as seller, 1979 Royalties LP and 1979 Royalties GP, LLC, as companies, Viper Energy Partners LLC, as buyer, and Viper Energy, Inc., as parent (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-36505) filed on January 30, 2025).

2.2#
Agreement and Plan of Merger, dated as of June 2, 2025, by and among Former Viper, Viper Energy Partners LLC, Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on June 4, 2025).

2.3 Omnibus Transaction Agreement, dated as of December 23, 2025, by and among Viper Energy Partners LLC, Sitio Permian, LP, Sitio Appalachia, LP, Sitio Nuevo, LP, Sitio Anadarko, LP, Moccasin Royalty LLC, Queen Snake Royalty LLC, King Snake Royalty LLC, 1979 Royalties GP, LLC, Mamba Royalty LP, 1979 Royalties, LP, VNOM Merger Sub LP and, with respect to Section 4 only, VNOM Holding Company LLC (incorporated by reference to Exhibit 2.1 of New Viper’s Current Report on Form 8-K (File No. 001-42807) filed on December 30, 2025).

3.1 Amended and Restated Certificate of Incorporation of New Viper (incorporated by reference to Exhibit 3.1 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807), filed on August 19, 2025).

3.2 Certificate of Amendment to the Certificate of Incorporation of New Viper (incorporated by reference to Exhibit 3.2 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807), filed on August 19, 2025).

3.3 Second Amended and Restated Bylaws of New Viper (incorporated by reference to Exhibit 3.3 of New Viper’s Current Report on Form 10-Q (File No. 001-36505), filed on November 5, 2025).

4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.9 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807), filed on August 19, 2025).

4.2 Second Amended and Restated Registration Rights Agreement, dated as of November 10, 2023, effective as of November 13, 2023, by and between Viper Energy Partners LP and Diamondback Energy, Inc. (incorporated by reference to Exhibit 10.3 of Former Viper’s Current Report on form 8-K (File No. 001-36505) filed on November 13, 2023).

4.3 Amended and Restated Registration Rights Agreement, dated as of January 30, 2025, by and among Former Viper, Tumbleweed Royalty IV, LLC and the other holders party thereto (incorporated by reference to Exhibit 4.4 of Former Viper’s Registration Statement on Form S-3 (File No. 333-286315) filed on April 1, 2025).

4.4 Registration Rights Agreement, dated as of February 14, 2025, by and among Former Viper and certain affiliates of Morita Ranches Minerals, LLC (incorporated by reference to Exhibit 4.4 of Former Viper’s Annual Report on form 10-K (File No. 001-36505) filed on February 26, 2025).

4.5 Registration Rights Agreement, dated August 19, 2025, between New Viper and certain holders of Sitio Opco Units (incorporated by reference to Exhibit 4.1 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807), filed on August 19, 2025).

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Exhibit Number Description
4.6 Exchange Agreement, dated as of February 14, 2025, by and among Former Viper, Viper Energy Partners LLC and certain affiliates of Morita Ranches Minerals, LLC (incorporated by reference to Exhibit 4.5 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 26, 2025).

4.7 Class B Common Stock Option Agreement, dated as of October 1, 2024, by and between Former Viper, Viper Energy Partners LLC and Tumbleweed Royalty IV, LLC (incorporated by reference to Exhibit 4.1 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on October 2, 2024).

4.8 Second Amended and Restated Exchange Agreement, dated October 1, 2024, by and among Former Viper, Viper Energy Partners LLC, Diamondback E&P LLC, Diamondback Energy, Inc. and Tumbleweed Royalty IV, LLC (incorporated by reference to Exhibit 4.2 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on October 2, 2024).

4.9 Indenture, dated as of July 23, 2025, between Viper Energy Partners LLC and Computershare Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on July 23, 2025).

4.10 First Supplemental Indenture, dated as of July 23, 2025, by and among Viper Energy Partners LLC, Former Viper and Computershare Trust Company, National Association, as Trustee (including the form of the Notes) (incorporated by reference to Exhibit 4.2 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on July 23, 2025).

4.11 Second Supplemental Indenture, dated as of August 19, 2025, by and among Viper Energy Partners LLC, New Viper and Computershare Trust Company, National Association (incorporated by reference to Exhibit 4.8 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807), filed on August 19, 2025).

10.1 Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC, dated as of December 23, 2025, (incorporated by reference to Exhibit 10.1 of New Viper’s Current Report on Form 8-K (File No. 001-42807), filed on December 30, 2025).

10.2+
Services and Secondment Agreement, dated as of November 2, 2023, by and among Diamondback E&P LLC, Viper Energy Partners LP, Viper Energy Partners GP LLC and Viper Energy Partners LLC (incorporated by reference to Exhibit 10.1 of Former Viper’s Current Report on Form 8-K, (File No. 001-36505) filed on November 2, 2023).

10.3+
Viper Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on November 13, 2023).

10.4+
First Amendment to Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 22, 2024).

10.5+
Viper Energy, Inc. 2024 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Appendix A of Former Viper’s Schedule DEF 14A (File No. 001-36505) filed on April 25, 2024).

10.6+
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807) filed on August 19, 2025).

10.7+
Form of Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.3 of New Viper’s Current Report on Form 8-K12B (File No. 001-42807) filed on August 19, 2025).

10.8 Amended and Restated Tax Sharing Agreement, dated as of November 10, 2023, effective as of November 13, 2023, by and between Former Viper and Diamondback Energy, Inc. (incorporated by reference to Exhibit 10.2 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on November 13, 2023).

10.9+
2024 Form of Time-based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.7 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 22, 2024).

10.10+
2024 Form of Performance-based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.8 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 22, 2024).

10.11+
2025 Form of Time-based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.10 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 26, 2025).

10.12+
2025 Form of Performance-based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 26, 2025).

10.13+*#
2026 Form of Time -based Restricted Stock Unit Award Agreement.

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Exhibit Number Description
10.14+*#
2026 Form of Performance- based Restricted Stock Unit Agreement.

10.15 Credit Agreement, dated as of June 12, 2025, by and among Former Viper, the Borrower, the lenders and guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 of Former Viper’s Current Report on Form 8-K (File No. 001-36505) filed on June 12, 2025).

19.1 General Insider Trading Policy (incorporated by reference to Exhibit 19.1 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 26, 2025).

19.2 Sixth Amended and Restated Supplemental Policy Concerning Trading in Securities of the Company and its Subsidiaries by Certain Designated Persons (incorporated by reference to Exhibit 19.2 of Former Viper’s Annual Report on Form 10-K (File No. 001-36505) filed on February 26, 2025).

21.1* List of Significant Subsidiaries of Viper Energy Inc.

22.1*
List of Issuers and Subsidiary Guarantors .

23.1* Consent of Grant Thornton LLP.

23.2* Consent of Ryder Scott Company, LP.

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

32.1++ Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.

97.1*
Viper Energy, Inc. Clawback Policy .

99.1* Audit Report of Ryder Scott Company, L.P. dated January 13, 2026, with respect to an audit of the proved reserves, future production and income attributable to certain royalty interests of New Viper as of December 31, 2025.

101 The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statement of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*
Filed herewith.

+
Management contract, compensatory plan or arrangement.

++
The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

# Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VIPER ENERGY, INC.
Date: February 25, 2026
By: VIPER ENERGY, INC.

By: /s/ Kaes Van’t Hof

Name: Kaes Van’t Hof

Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Kaes Van’t Hof
Chief Executive Officer and Director February 25, 2026
Kaes Van’t Hof
(Principal Executive Officer)

/s/ Teresa L. Dick Chief Financial Officer February 25, 2026
Teresa L. Dick (Principal Financial and Accounting Officer)

/s/ Steven E. West Chairman of the Board and Director February 25, 2026
Steven E. West

/s/ Laurie H. Argo
Director February 25, 2026
Laurie H. Argo

/s/ Spencer D. Armour III
Director February 25, 2026
Spencer D. Armour III

/s/ Frank C. Hu Director February 25, 2026
Frank C. Hu

/s/ W. Wesley Perry Director February 25, 2026
W. Wesley Perry

/s/ James L. Rubin Director February 25, 2026
James L. Rubin

/s/ Travis D. Stice
Director
February 25, 2026
Travis D. Stice

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