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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):
September 15, 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 No.) |
| |
|
|
| 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 filing 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.
On September 15, 2026, the
Board of Directors (the “Board”) of Viper Energy, Inc. (the “Company”) increased the size of the Board by one
director and appointed John Grotzinger to serve as a director (the “Appointment”). Dr. Grotzinger will hold office until
the 2027 annual meeting of the Company’s stockholders and his successor has been elected and qualified, or until his earlier death,
resignation, retirement, disqualification or removal. Following the Appointment, the full Board consists of nine directors. Dr. Grotzinger
has not been appointed to any committee of the Board.
Dr. Grotzinger has over 40
years of experience in geology, geobiology, and planetary science. He is a member of the National Academy of Sciences and currently serves
as the Harold Brown Professor of Geology at the California Institute of Technology, a position he has held since 2021. Previously, Dr.
Grotzinger served as Division Chair of Geological and Planetary Sciences at the California Institute of Technology from 2014 to 2024
and as Chief Scientist of NASA’s Mars Science Laboratory Curiosity rover mission from 2007 to 2014. He has served on the advisory
board of Halliburton Labs since 2020 and previously served on the Shell Science Advisory Board from 2014 to 2019. Dr. Grotzinger received
a Bachelor of Science in geology from Hobart College in 1979, a Master of Science in geology from the University of Montana in 1981 and
a Ph.D. in geology from Virginia Polytechnic Institute and State University in 1985.
As a non-employee member
of the Board, Dr. Grotzinger will be compensated in accordance with the Company’s non-employee director compensation program, as
disclosed in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange
Commission on April 8, 2026. In addition, he will receive a pro-rated annual restricted stock unit award to reflect
his partial year of service. The Company entered into an indemnification agreement with Dr. Grotzinger, in the same form entered into
with the other directors of the Company.
There are no arrangements
between Dr. Grotzinger and any other person pursuant to which Dr. Grotzinger was selected as a director. There are no transactions involving
the Company requiring disclosure under Item 404(a) of Regulation S-K in connection with the Appointment.
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: |
September 16, 2026 |
|
|
| |
|
By: |
/s/
Teresa L. Dick |
| |
|
Name: |
Teresa L. Dick |
| |
|
Title: |
Chief
Financial Officer, Executive Vice President and Assistant Secretary |
