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0002074176

0002074176

2026-02-19
2026-02-19

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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):
February 19, 2026

 

 

 

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.   ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective February 18, 2026,
Will Krueger, Vice President – Legal of Viper Energy, Inc. (“Viper”) was promoted to the position of Vice President,
General Counsel and Secretary of Viper. Mr. Krueger remains an employee of Diamondback E&P LLC, a wholly owned subsidiary of Viper’s
parent company, Diamondback Energy, Inc. (“Diamondback”). Accordingly, Mr. Krueger’s service to Viper will continue
to be pursuant to the terms and conditions of the Services and Secondment Agreement, dated as of November 2, 2023, under which Diamondback
and Diamondback E&P LLC provide personnel and general and administrative services to Viper, including the services of Viper’s
executive officers and other employees. Mr. Krueger will continue to report to Matt Zmigrosky, Diamondback’s Executive Vice President,
Chief Legal and Administrative Officer and Secretary, who is stepping down from his position as Viper’s Executive Vice President,
General Counsel and Secretary to facilitate Mr. Krueger’s promotion.

 

 

 

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:
February 19, 2026
 
 

 
 
 
 

 
 
By:
/s/ Teresa L. Dick

 
 
Name:
Teresa L. Dick

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