[Form 4] Viper Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Diamondback Energy, Inc. filed a Form 4 reporting changes in beneficial ownership related to VNOM Sub, Inc. (ticker: VNOM). The filing shows transactions dated 08/19/2025 that dispose of shares of Class B Common Stock and corresponding Operating Company Units. Specific reported amounts include 77,364,925 units/shares in one entry and separate disposals of 69,626,640 and 8,066,528 units/shares in other entries. Footnotes state that 69,626,640 shares/units are held by Endeavor Energy Resources, L.P., a wholly owned subsidiary of the reporting person, and 8,066,528 shares/units are held by Diamondback E&P LLC, another wholly owned subsidiary. The form is signed by Teresa L. Dick as Executive Vice President and Chief Accounting Officer.

Positive

• Timely disclosure of insider transactions dated 08/19/2025
• Footnote detail identifies subsidiary holders (Endeavor Energy Resources, L.P. and Diamondback E&P LLC), clarifying indirect ownership
• Signed and certified by an executive officer (Teresa L. Dick)

Negative

• Large reported disposals of Class B Common Stock and Operating Company Units (entries of 77,364,925; 69,626,640; 8,066,528) that may be material in size
• No price or proceeds for the reported dispositions are provided in the visible content

Insights

Financial Analyst

TL;DR: Large, same-date dispositions of Class B shares and Operating Company Units were reported; amounts are significant on their face.

The Form 4 dated 08/19/2025 discloses multiple disposal entries involving Class B Common Stock and corresponding Operating Company Units. Reported quantities include 77,364,925, 69,626,640 and 8,066,528 units/shares as shown in the filing. Footnotes explicitly identify the holders of the 69,626,640 and 8,066,528 amounts as subsidiaries of the reporting person. The filing provides transactional detail and signatory confirmation but does not include prices or proceeds for the reported dispositions in the visible text.

Corporate Governance Expert

TL;DR: Insider reporting is complete for the disclosed transactions and includes subsidiary ownership footnotes and an authorized signature.

The Form 4 includes clear identification of the reporting entity (Diamondback Energy, Inc.), the issuer (VNOM Sub, Inc.), and the reporting officer who signed the form. Footnotes attribute large blocks of Class B shares and Operating Company Units to specific wholly owned subsidiaries, which clarifies indirect ownership. The filing, however, does not in-line explain the economic or contractual basis for the disposals within the provided text.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Diamondback Energy, Inc.

(Last) (First) (Middle)

500 WEST TEXAS AVENUE, SUITE 100

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VNOM Sub, Inc. [ VNOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	08/19/2025		D			77,364,925	(1)	(1)	Class A Common Stock	77,364,925	(2)	0	D
Operating Company Units	(1)	08/19/2025		D			77,364,925	(1)	(1)	Class A Common Stock	77,364,925	(2)	0	D
Class B Common Stock	$0(1)	08/19/2025		D			69,626,640	(1)	(1)	Class A Common Stock	69,626,640	(2)	0	I	See Footnote(3)
Operating Company Units	$0(1)	08/19/2025		D			69,626,640	(1)	(1)	Class A Common Stock	69,626,640	(2)	0	I	See footnote(3)
Class B Common Stock	(1)	08/19/2025		D			8,066,528	(1)	(1)	Class A Common Stock	8,066,528	(2)	0	I	See Footnote(4)
Operating Company Units	(1)	08/19/2025		D			8,066,528	(1)	(1)	Class A Common Stock	8,066,528	(2)	0	I	See footnote(4)

Explanation of Responses:

1. These derivatives securities are represented by (i) shares of Class B Common Stock, par value $0.000001 per share (the "Class B Common Stock"), of VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) (the "Issuer") and (ii) an equal number of units representing limited liability company interests ("Operating Company Units") in Viper Energy Partners LLC, the Issuer's operating company (the "Operating Company"). The Operating Company Units and shares of Class B Common Stock are exchangeable from time to time, at the discretion of their holders, for an equivalent number of shares of the Issuer's Class A common stock, par value $0.000001 per share (the "Class A Common Stock") (that is, one Operating Company Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock).

2. Pursuant to the Agreement and Plan of Merger (the "Sitio Merger Agreement"), dated June 2, 2025, by and among VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) ("Viper"), Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, a subsidiary of Sitio, Viper Energy, Inc. (f/k/a New Cobra Pubco Inc.), a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a wholly owned subsidiary of New Viper ("Viper Merger Sub") and Scorpion Merger Sub, Inc., a wholly owned subsidiary of New Viper, upon close of the Sitio Merger Agreement Viper Merger Sub will merge with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Viper Pubco Merger"). At the effective time of the Viper Pubco Merger, each share of Viper's Class A Common Stock then issued and outstanding will be cancelled and automatically converted into one share of New Viper's Class A common stock.

3. 69,626,640 shares of Class B Common Stock and 69,626,640 Operating Company Units are held by Endeavor Energy Resources, L.P., a wholly-owned subsidiary of the Reporting Person.

4. 8,066,528 shares of Class B Common Stock and 8,066,528 Operating Company Units are held by Diamondback E&P LLC, a wholly-owned subsidiary of the Reporting Person.

Remarks:

	/s/ Teresa L. Dick as Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc.	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions does the VNOM Form 4 report?

The Form 4 reports dispositions on 08/19/2025 of Class B Common Stock and corresponding Operating Company Units with reported amounts of 77,364,925, 69,626,640, and 8,066,528.

Who filed the Form 4 for VNOM?

The Form 4 was filed by Diamondback Energy, Inc. and signed by Teresa L. Dick, Executive Vice President and Chief Accounting Officer.

Which entities hold the shares reported in the footnotes?

Footnotes state 69,626,640 shares/units are held by Endeavor Energy Resources, L.P., and 8,066,528 shares/units are held by Diamondback E&P LLC, both wholly owned subsidiaries of the reporting person.

Does the filing state the price received for the dispositions?

No. The visible content does not disclose any price or proceeds for the reported dispositions.

What issuer and ticker are associated with this Form 4?

The issuer is listed as VNOM Sub, Inc. with ticker VNOM.