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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):
March 2, 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 1.01. Entry into a Material Definitive Agreement.
On
March 2, 2026, Viper Energy, Inc. (“Viper” or “we”) entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P., Tumbleweed Royalty IV, LLC, Opps IX Source
Holdings PT, L.P., and Opps IX Source Holdings II PT, L.P. (the “Selling Stockholders”) and J.P. Morgan Securities LLC and
Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”). The Underwriting Agreement relates to a public offering
(the “Secondary Offering”) by the Selling Stockholders of an aggregate of (i) 17,391,304 shares of Viper’s Class A common
stock, par value $0.000001 per share (“Class A Common Stock”), and (ii) up to 2,608,696 shares of Class A Common Stock that
may be purchased by the Underwriters upon exercise of the Underwriters’ option to purchase additional shares of Class A Common Stock
from certain Selling Stockholders at the public offering price of $45.90 per share, less underwriting discounts and commissions. The Secondary
Offering closed on March 4, 2026. Viper did not receive any proceeds from the sale of shares in the Secondary Offering.
The Underwriting Agreement contains customary representations,
warranties and agreements of Viper and the Selling Stockholders and other customary obligations of the parties and termination provisions.
Viper and the Selling Stockholders, in each case severally and not jointly, have agreed to indemnify the Underwriters against certain
liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters
may be required to make because of any such liabilities. Under the Underwriting Agreement, Viper and the Selling Stockholders have also
agreed, subject to certain exceptions, that they will not, among other things, offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for any shares
of Class A Common Stock, or publicly disclose the intention to make any such offer, sale, pledge or disposition or, in the case of Viper,
file with the Securities and Exchange Commission (the “SEC”) a registration statement under the Securities Act relating thereto,
without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, for a period of 30 days from the date
of the Underwriting Agreement.
The Secondary Offering was made pursuant to Viper’s
effective automatic shelf registration statement on Form S-3 (File No. 333-289863), filed with the SEC on August 26, 2025 (the “Shelf
Registration Statement”), and a prospectus, which consists of a base prospectus, filed with the SEC on August 26, 2025, a preliminary
prospectus supplement, filed with the SEC on March 2, 2026, and a final prospectus supplement, dated March 2, 2026 (collectively, the
“Prospectus”).
Certain of the Underwriters and their affiliates
have provided in the past to Viper and its affiliates and may provide from time to time in the future certain commercial banking, financial
advisory, investment banking and other services for Viper and such affiliates in the ordinary course of their business, for which they
have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the Underwriters
and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their
customers, long or short positions in Viper’s debt or equity securities or loans, and may do so in the future. The Underwriters
and certain of its affiliates may also make investment recommendations and/or publish or express independent research views in respect
of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.
The preceding summary of the Underwriting Agreement
is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated
herein by reference.
Item 7.01. Regulation FD Disclosure
On March 2, 2026, Viper issued a press release
announcing the pricing of the Secondary Offering. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The information contained in this Item 7.01 shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities
Act or the Exchange Act.
Item 8.01. Other Events.
Repurchase
In connection with the Secondary Offering, VNOM
Holding Company LLC (“OpCo”), a consolidated subsidiary of Viper, entered into a unit purchase and sale agreement with certain
affiliates of Oaktree Capital Management, L.P. (collectively, “Oaktree”) dated March 2, 2026, pursuant to which OpCo repurchased
1,000,000 units representing limited liability company membership interests in OpCo (“OpCo Units”) from Oaktree for a purchase
price equivalent to the price received by the Selling Stockholders in connection with the Secondary Offering (the “Repurchase”).
A corresponding number of shares of Viper’s Class B common stock, par value $0.000001 per share (“Class B Common Stock”),
owned by Oaktree were cancelled.
The Repurchase was effected pursuant to Viper’s
existing $1.75 billion repurchase program, which the Viper Board of Directors expanded to also include repurchases of OpCo Units and Class
B Common Stock. In addition to the OpCo Units and shares of Class B Common Stock subject to the Repurchase, as of the filing of this Current
Report on Form 8-K, Viper has repurchased a total of 417,516 shares of Class A Common Stock since December 31, 2025 for a total cost of
$15.6 million, leaving approximately $1.23 billion available under its $1.75 billion share repurchase authorization, in each case excluding
excise tax.
Legal Opinion
In connection with the Secondary Offering, Viper
is filing a legal opinion of Latham & Watkins LLP, attached as Exhibit 5.1 hereto, to incorporate such opinion by reference
into the Shelf Registration Statement and into the Prospectus.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Number |
Description |
| 5.1 |
Opinion of Latham & Watkins LLP. |
| 10.1 |
Underwriting Agreement, dated March 2, 2026, by and among Viper Energy, Inc., Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P., Tumbleweed Royalty IV, LLC, Opps IX Source Holdings PT, L.P., and Opps IX Source Holdings II PT, L.P., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC. |
| 23.1 |
Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
| 99.1 |
Press release dated March 2, 2026 entitled “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.” |
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: |
March 4, 2026 |
|
|
| |
|
By: |
/s/ Teresa L. Dick |
| |
|
Name: |
Teresa L. Dick |
| |
|
Title: |
Chief Financial Officer, Executive Vice President and Assistant Secretary |
Exhibit 99.1
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.
MIDLAND, Texas, March 2, 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.
