8-K – 2025-12-30 – tm2534458d1_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM  8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
December 23, 2025

 

 

 

VIPER ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

DE
001-42807
39-2596878

(State or other jurisdiction of

incorporation)
(Commission File Number)
(IRS Employer Identification Number)

 
 
 

500 West Texas Ave.
 
 

Suite 100
 
 

Midland , TX
 
79701

(Address of principal
executive offices)
 
(Zip Code)

 

( 432 ) 221-7400

Registrant's telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since
last report.)

 

Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

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

 

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Class A Common Stock, $ 0.000001 Par Value
VNOM
The Nasdaq Stock Market LLC

 
 
(NASDAQ Global Select Market)

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

 

 

Introductory Note.  

 

On December 23, 2025, Viper
Energy, Inc. (“Viper”) completed an internal reorganization (the “Reorganization”), pursuant to which, among other
things, each outstanding limited liability company interest of Viper Energy Partners LLC, a Delaware limited liability company and Viper’s
operating subsidiary (“Old OpCo”), was converted into an equivalent limited liability company interest issued by a newly-formed
subsidiary of Viper, VNOM Holding Company LLC (“New OpCo”). This Current Report on Form 8-K provides certain updates to Viper
investors with respect to the Reorganization and agreements entered into in connection therewith.

 

Item 1.01. Entry into a Material Agreement.

 

Omnibus Agreement

 

On December 23, 2025, Old
OpCo and New OpCo entered into an Omnibus Transaction Agreement (the “Omnibus Agreement”), by and among 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 and VNOM Merger Sub LP (collectively, the “Merging Entities”), Old
OpCo, and solely with respect to Section 4 thereof, New OpCo, pursuant to which, among other things, (i) the Merging Entities merged with
and into Old OpCo and (ii) Old OpCo merged with and into a wholly owned subsidiary of VNOM Sub, Inc. in connection with the issuance by
New OpCo of limited liability company interests to the members of Old OpCo as described in the Introductory Note.

 

The foregoing description
of the Omnibus Agreement is qualified in its entirety by reference to the text of the Omnibus Agreement, a copy of which is filed as Exhibit
2.1 to this report and is incorporated herein by reference.

 

New OpCo LLC Agreement

 

In connection with the Reorganization,
VNOM Sub, Inc., a wholly owned subsidiary of Viper, in its capacity as the managing member of New OpCo, along with affiliates of Diamondback
Energy, Inc., Tumbleweed Royalty IV, LLC, NGU Management LLC and EnCap Energy Capital Fund X, L.P. adopted the Amended and Restated Limited
Liability Company Agreement of New OpCo (the “New OpCo LLC Agreement”).

 

The New OpCo LLC Agreement
provides the members of New OpCo with substantially the same rights and obligations as such members previously held as members of Old
OpCo pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Old OpCo, dated as of August 19, 2025, which was
filed as Exhibit 3.4 to Viper’s Current Report on Form 8-K12B (File 001-42807), filed on August 19, 2025.

 

The New Opco LLC Agreement
provides that members of New OpCo may require Viper to redeem (each, a “Redemption”) all or a portion of the shares of Viper
Class B common stock, par value $0.000001 per share (“Class B Common Stock”) held by such member, together with an equal number
of units representing limited liability company interests in New OpCo (“New OpCo Units”) (one share of Class B Common Stock
and one New OpCo Unit, together, a “Paired Unit”, and a Paired Unit that has in fact been tendered for Redemption, a “Tendered
Unit”), in exchange for a number of shares of Viper Class A common stock, par value $0.000001 per share (“Class A Common Stock”),
equal to the number of Tendered Units. The New OpCo LLC Agreement also provides that, in lieu of any Redemption, Viper will be entitled,
subject to the redeeming member’s acceptance in writing, to purchase some or all of the Tendered Units from such redeeming member
for an amount of cash equal to the product of (x) (A) the number of Tendered Units, multiplied by (B) the average of the daily closing
prices per share of Class A Common Stock for the 20 consecutive trading days immediately prior to the date of determination, multiplied
by (y) the percentage of such Tendered Units being settled in cash, expressed as a percentage of the total number of Tendered Units rounded
up to the nearest Tendered Unit (with the remainder of any Tendered Units not settled in cash to be redeemed for shares of Class A Common
Stock).

 

The foregoing description
of the New OpCo LLC Agreement is qualified in its entirety by reference to the text of the New OpCo LLC Agreement, a copy of which is
filed as Exhibit 10.1 to this report and is incorporated herein by reference.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Number
Description

2.1*
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.

10.1*
Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC, dated as of December 23, 2025.

104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of
any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.

 

 

 

 

SIGNATURE

 

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

 

 
 
VIPER ENERGY, INC.

 
 
 
 

Date:
December 30, 2025
 
 

 
 
By:
/s/ Teresa L. Dick

 
 
Name:
Teresa L. Dick

 
 
Title:
Chief Financial Officer, Executive Vice President and Assistant Secretary