Viper Energy Announces Pricing of Secondary Common Stock Offering by Diamondback Energy, Inc. and Certain Affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P.

Rhea-AI Summary

Viper Energy (NASDAQ: VNOM) announced the pricing of a secondary offering of 17,391,304 Class A shares, expected to close on March 4, 2026, generating approximately $798 million in gross proceeds for the selling stockholders.

Viper will not receive proceeds; underwriters have a 30-day option for an additional 2,608,696 shares. Viper agreed to buy 1,000,000 VNOM Holding Company LLC units from Oaktree affiliates at the same per-share price, conditioned on the Secondary Offering closing. J.P. Morgan and Goldman Sachs are joint book-runners.

Positive

• Secondary offering of 17,391,304 shares (~$798M gross proceeds)
• Underwriters granted 30-day option for 2,608,696 additional shares
• Viper agreed to acquire 1,000,000 VNOM Holding Company LLC units at the offering price

Negative

• Viper receives no proceeds from the Selling Stockholders' $798M sale
• Large share block (17.39M shares) increases shares available to public markets
• Concurrent OpCo purchase is conditioned on closing of the Secondary Offering

Key Figures

Secondary shares offered: 17,391,304 shares Gross proceeds: approximately $798 million Overallotment option: 2,608,696 shares +3 more

6 metrics

Secondary shares offered 17,391,304 shares Class A common stock in underwritten secondary offering

Gross proceeds approximately $798 million Proceeds to selling stockholders, not to Viper

Overallotment option 2,608,696 shares 30-day option granted to underwriters

Concurrent OpCo unit purchase 1,000,000 units Units of VNOM Holding Company LLC to be purchased by Viper

Par value $0.000001 per share Par value of Class A common stock

Expected closing date March 4, 2026 Anticipated settlement of secondary offering

Market Reality Check

Price: $47.59 Vol: Volume 3,502,501 vs 20-da...

normal vol

$47.59 Last Close

Volume Volume 3,502,501 vs 20-day average 3,023,397 (relative volume 1.16x) ahead of this secondary offering by existing holders. normal

Technical Shares traded at $47.59, slightly below the $48.23 52-week high and above the 200-day MA $39.05 before this news.

Peers on Argus

VNOM’s pre-news gain of 2.26% contrasted with a mixed midstream group: peers lik...

VNOM’s pre-news gain of 2.26% contrasted with a mixed midstream group: peers like PAA, DTM and PBA showed modest gains (0.92–1.02%), while TRGP was down 0.99%. No peers appeared in the momentum scanner, suggesting this secondary offering was company-specific rather than part of a sector rotation.

Historical Context

4 past events · Latest: Feb 23 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Q4 results & capital return	Positive	+1.2%	Strong Q4 metrics, higher base dividend and expanded $1.0B buyback authorization.
Jan 07	Earnings call scheduled	Neutral	+1.2%	Announcement of Q4 2025 release date and investor conference call details.
Nov 03	Q3 results & divestiture	Neutral	-3.0%	Q3 loss from non‑cash impairment alongside $670M asset sale and acquisitions.
Sep 30	Q3 call scheduled	Neutral	+1.3%	Scheduling of Q3 2025 earnings release and webcast for investors.

Pattern Detected

Recent news, especially earnings and capital return updates, has typically seen modestly positive price reactions, with one mixed earnings event drawing a sharper negative move.

Recent Company History

Over the last several months, VNOM updates have focused on growth, portfolio reshaping and capital returns. Q3 and Q4 2025 results highlighted higher production, large non‑cash impairments, and major transactions such as a roughly $4.0 billion Sitio acquisition and non‑Permian divestitures. Dividend increases and expanded buybacks were well received, with shares rising 1.18–1.33% after recent earnings and conference-call notices. Today’s secondary sale by existing holders contrasts with prior capital-return oriented headlines.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-08-26

VNOM has an effective Form S-3ASR shelf filed on 2025-08-26, with 0 recorded usages in the provided data. The shelf was updated post‑Sitio merger and supports registered offerings but no additional securities were registered in the cited amendment. The current transaction is a secondary sale by existing holders, with VNOM not receiving proceeds.

Market Pulse Summary

This announcement details a sizable secondary sale of 17,391,304 Class A shares by existing holders,...

Analysis

This announcement details a sizable secondary sale of 17,391,304 Class A shares by existing holders, with gross proceeds of about $798 million going to those sellers, not to Viper. VNOM also plans to buy 1,000,000 OpCo units at the offering price, contingent on closing. With an effective S-3ASR shelf already in place, investors may focus on how this transaction affects float, governance dynamics and future capital allocation.

Key Terms

underwritten public offering, class a common stock, over-allotments, registration statement, +2 more

6 terms

underwritten public offering financial

"announced today the pricing of an underwritten public offering of 17,391,304 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

class a common stock financial

"shares of its Class A common stock, par value $0.000001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

over-allotments financial

"30-day option to purchase up to an additional 2,608,696 shares ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

registration statement regulatory

"Viper has filed a registration statement (including a prospectus) with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"you should read the prospectus in that registration statement and other documents"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

joint book-running managers financial

"J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

AI-generated analysis. Not financial advice.

MIDLAND, Texas, March 02, 2026 (GLOBE NEWSWIRE) -- Viper Energy, Inc. (NASDAQ: VNOM) (“Viper”) announced today the pricing of an underwritten public offering of 17,391,304 shares of its Class A common stock, par value $0.000001 per share (“Class A Common Stock”) (the “Secondary Offering”), by Diamondback Energy, Inc. and certain affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P. (the “Selling Stockholders”). The gross proceeds from the sale of the shares by the Selling Stockholders will be approximately $798 million. Viper will not receive any proceeds from the sale of the shares by the Selling Stockholders. The Secondary Offering is expected to close on March 4, 2026, subject to customary closing conditions.

Certain Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 2,608,696 shares of Class A Common Stock, solely to cover over-allotments.

In connection with the Secondary Offering, Viper has agreed to purchase an aggregate of 1,000,000 units in Viper’s operating company, VNOM Holding Company LLC, from certain affiliates of Oaktree Capital Management, L.P., at a price per unit equal to the price per share to be received by Selling Stockholders in the Secondary Offering (the “Concurrent OpCo Unit Purchase”). The Secondary Offering is not conditioned upon the completion of the Concurrent OpCo Unit Purchase, but the Concurrent OpCo Unit Purchase is conditioned upon the completion of the Secondary Offering.

Viper has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers for the Secondary Offering. Copies of the prospectus and prospectus supplement for the Secondary Offering, when available, may be obtained from J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com and Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471-2526 or by emailing prospectus_ny@ny.email.gs.com. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Viper Energy, Inc.

Viper is a publicly traded Delaware corporation that owns and acquires mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding the completion of the Secondary Offering and the Concurrent OpCo Unit Purchase, Viper’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Be cautioned that these forward-looking statements are subject to all of the risk and uncertainties, most of which are difficult to predict and many of which are beyond Viper’s control, incident to the development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, risks relating to acquisitions, including its consummation or the realization of the anticipated benefits and synergies therefrom. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in Viper’s filings with the SEC, including the prospectus and prospectus supplement relating to the offering, the Registration Statement, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the caption “Risk Factors,” as may be updated from time to time in Viper’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Viper undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Investor Contacts:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com 

Chip Seale
+1 432.247.6218
cseale@viperenergy.com 

Source: Viper Energy, Inc.

FAQ

What did Viper Energy (VNOM) announce about the March 4, 2026 secondary offering?

Viper priced a secondary offering of 17,391,304 Class A shares, expected to close March 4, 2026. According to the company, the Selling Stockholders will receive approximately $798 million in gross proceeds and Viper will not receive any proceeds from the sale.

How large is the over-allotment option in VNOM's March 2026 offering and what does it cover?

Underwriters have a 30-day option to purchase up to 2,608,696 additional shares to cover over-allotments. According to the company, this option is solely to cover over-allotments and may increase shares sold if exercised.

Will Viper Energy (VNOM) receive any proceeds from the March 2026 secondary offering?

No, Viper will not receive proceeds from the Selling Stockholders' sale of shares. According to the company, the approximately $798 million in gross proceeds will be paid to the selling holders, not to Viper.

What is the Concurrent OpCo Unit Purchase tied to VNOM's March 2026 offering?

Viper agreed to buy 1,000,000 units in VNOM Holding Company LLC from Oaktree affiliates at the same per-share price. According to the company, this purchase is conditioned on completion of the Secondary Offering.

Who are the joint book-running managers for the VNOM secondary offering?

J.P. Morgan and Goldman Sachs are acting as joint book-running managers for the Secondary Offering. According to the company, prospectus copies will be available through those firms once the prospectus and supplement are filed.