Viper Energy adopts 72.2M-unit reinvestment plan

Available on EDGAR 11/10/2026 - 04:29 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Viper Energy, Inc. (VNOM) and its consolidated subsidiary, VNOM Holding Company LLC, adopted the OpCo distribution reinvestment plan on November 5, 2026. Eligible holders of Operating Company units, excluding Viper Energy and its subsidiaries, may elect to reinvest cash distributions in newly issued OpCo Units. Aggregate issuances are capped at 72,178,273 OpCo Units, representing approximately 19.99% of Viper Energy’s Class A and Class B common stock outstanding on the plan’s effective date.

For each OpCo Unit issued, Viper Energy will issue the participant one Class B share, or, for a holder of an option to acquire Class B shares, increase the number of shares subject to that option by one. The number of units equals the reinvested distribution divided by the average Class A closing price on the Nasdaq Global Select Market for the five consecutive trading days immediately preceding the distribution payment date. One OpCo Unit and one Class B share are exchangeable for one Class A share. Diamondback Energy, Inc. and its affiliates holding OpCo Units, including Endeavor Energy Resources, L.P. and Diamondback E&P LLC, and certain other holders have elected to participate. Securities will be issued only to eligible holders in reliance on the Securities Act Section 4(a)(2) exemption for transactions by an issuer not involving any public offering.

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• Major point. Forward-looking: it has not happened yet and may not happen.OpCo Unit cap: 72,178,273, approximately 19.99% of Class A/B stock outstanding.

Filing Explained

Although Item 3.02 is titled “Unregistered Sales of Equity Securities,” this 8-K reports plan adoption and holder elections, not a completed issuance; the 72,178,273-unit cap is potential capacity, so any reduction in existing holders’ ownership depends on units actually being issued.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Aggregate OpCo Unit issuance cap: 72,178,273 OpCo Units Cap relative to Class A and Class B common stock outstanding: approximately 19.99% Pricing reference period: 5 consecutive trading days +1 more

4 metrics

Aggregate OpCo Unit issuance cap 72,178,273 OpCo Units Under the plan adopted November 5, 2026

Cap relative to Class A and Class B common stock outstanding approximately 19.99% As of the plan effective date, November 5, 2026

Pricing reference period 5 consecutive trading days Immediately preceding the distribution payment date

Exchange ratio 1 OpCo Unit and 1 Class B share for 1 Class A share Exchange terms under the plan

Key Terms

distribution reinvestment plan, OpCo Units, Section 4(a)(2)

3 terms

distribution reinvestment plan financial

"adopted a distribution reinvestment plan"

An automatic program that uses cash distributions—such as dividends or other payouts—from a stock or fund to buy additional shares of the same security instead of handing out cash to the investor. Think of it like using store credit you’d otherwise pocket to buy more items: it makes your holding grow over time without you having to manually reinvest, which can compound returns, reduce transaction costs and change the timing of taxable income.

OpCo Units financial

"units representing limited liability company interests in the Operating Company"

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many units can VNOM issue under its OpCo DRIP?

Aggregate issuances under the plan are capped at 72,178,273 OpCo Units, representing approximately 19.99% of Viper Energy’s Class A and Class B common stock outstanding on November 5, 2026.

How does VNOM calculate OpCo Units issued under the DRIP?

The number of OpCo Units issued equals the reinvested distribution divided by the average closing price of Viper Energy Class A common stock on the Nasdaq Global Select Market for the five consecutive trading days immediately preceding the distribution payment date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 5, 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 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 3.02. Unregistered Sales of Equity Securities.

On November 5, 2026 (the “Plan Effective Date”), Viper Energy, Inc. (“we,” “us” or “our”) and VNOM Holding Company LLC, a Delaware limited liability company and our consolidated subsidiary (the “Operating Company”), jointly adopted a distribution reinvestment plan (the “OpCo DRIP”). Under the OpCo DRIP, holders of units representing limited liability company interests in the Operating Company (“OpCo Units”), other than us and our subsidiaries, may elect to reinvest their cash distributions from the Operating Company in additional, newly issued OpCo Units. For each OpCo Unit issued under the OpCo DRIP, we will also issue to the participating holder an equal number of shares of our Class B common stock, par value $0.000001 per share (“Class B Common Stock”), or, for a holder of an option to acquire Class B Common Stock, increase the number of shares subject to that option. The number of OpCo Units issued will equal the amount of the reinvested distribution divided by the average of the closing prices of our Class A common stock, par value $0.000001 per share (“Class A Common Stock”), on the Nasdaq Global Select Market for the five consecutive trading days immediately preceding the distribution payment date. The aggregate number of OpCo Units that may be issued under the OpCo DRIP is capped at 72,178,273 OpCo Units, representing approximately 19.99% of our Class A Common Stock and Class B Common Stock outstanding on the Plan Effective Date. One OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock. Diamondback Energy, Inc. and its affiliates that hold OpCo Units (including Endeavor Energy Resources, L.P. and Diamondback E&P LLC) and certain other OpCo Unit holders have elected to participate in the OpCo DRIP, and additional holders may do so in the future.

The securities subject to the OpCo DRIP will be issued only to eligible holders in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

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:	November 10, 2026
		By:	/s/ Teresa L. Dick
		Name:	Teresa L. Dick
		Title:	Chief Financial Officer, Executive Vice President and Assistant Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB