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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 |
