STOCK TITAN

Viper Energy issues 3.8M units to Diamondback

A 10% owner of Viper Energy, Inc. received additional Class B shares and Operating Company Units tied to a mineral and royalty interests purchase.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Viper Energy, Inc. (VNOM) reported that large shareholder Diamondback Energy, Inc., through affiliated entities, acquired additional equity-linked interests on September 1, 2026. Affiliates Diamondback E&P LLC and Endeavor Energy Resources, L.P. received an aggregate of 3,815,459 Operating Company Units and an equal number of Class B Common Stock shares in connection with a mineral and royalty interests acquisition. Each Class B share, together with a matching Operating Company Unit, is redeemable at the holder’s discretion for one share of Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Diamondback Energy, Inc.
Role 10% Owner
Type Security Shares Price Value
Grant/Award Class B Common Stock F1, F2 2,808,459 -- --
Grant/Award Operating Company Units F1, F2 2,808,459 -- --
Grant/Award Class B Common Stock F1, F2 1,007,000 -- --
Grant/Award Operating Company Units F1, F2 1,007,000 -- --
holding Class B Common Stock F1 -- -- --
holding Operating Company Units F1 -- -- --
Holdings After Transaction: Class B Common Stock — 10,874,987 contracts (Indirect, By Diamondback E&P LLC); Operating Company Units — 10,874,987 contracts (Indirect, By Diamondback E&P LLC); Class B Common Stock — 70,633,640 contracts (Indirect, By Endeavor Energy Resources, L.P.); Operating Company Units — 70,633,640 contracts (Indirect, By Endeavor Energy Resources, L.P.); Class B Common Stock — 64,463,550 contracts (Direct); Operating Company Units — 64,463,550 contracts (Direct)
Footnotes (2)
  1. F1. Pursuant to the Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC, each share Class B Common Stock, together with an equal number of Operating Company Units, is redeemable at the holder's discretion for one share of Class A Common Stock.
  2. F2. On August 3, 2026, the Issuer, as parent, and Viper Energy Partners LP, as buyer, entered into a definitive purchase agreement to acquire certain mineral and royalty interests from the Reporting Persons and related subsidiaries in exchange for an aggregate of 3,815,459 Operating Company Units and an equivalent number of shares of the Issuer's Class B Common Stock (the "Purchase Agreement"). The transactions contemplated by the Purchase Agreement closed on September 1, 2026.
Aggregate Operating Company Units issued 3,815,459 units Consideration for mineral and royalty interests under the August 3, 2026 purchase agreement
Aggregate Class B Common Stock issued 3,815,459 shares Issued alongside Operating Company Units as equity consideration at closing on September 1, 2026
Diamondback E&P LLC Class B / Unit position 10,874,987 underlying Class A-equivalent shares Total underlying Class A Common Stock reported following the September 1, 2026 acquisition for that entity
Endeavor Energy Resources, L.P. Class B / Unit position 70,633,640 underlying Class A-equivalent shares Total underlying Class A Common Stock reported following the September 1, 2026 acquisition for that entity
Direct Class B / Unit position 64,463,550 underlying Class A-equivalent shares Directly held Class B Common Stock and Operating Company Units, each redeemable with units into Class A shares
Transaction closing date September 1, 2026 Closing date of the purchase agreement transactions for mineral and royalty interests
Operating Company Units financial
"aggregate of 3,815,459 Operating Company Units and an equivalent number"
Class B Common Stock financial
"equivalent number of shares of the Issuer's Class B Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Amended and Restated Limited Liability Company Agreement regulatory
"Pursuant to the Amended and Restated Limited Liability Company Agreement of"
definitive purchase agreement financial
"entered into a definitive purchase agreement to acquire certain mineral"
A definitive purchase agreement is the final, legally binding contract that sets out the exact terms of a sale of a company, business unit, or significant assets, including the price, what is being sold, and the steps both sides must take to close the deal. For investors it matters because it replaces preliminary talks with concrete obligations and timelines, clarifying risks, expected cash flows, and whether the proposed transaction is likely to be completed — like signing the final deed after negotiating the offer.
mineral and royalty interests financial
"to acquire certain mineral and royalty interests from the Reporting Persons"
Ownership rights to underground resources (like oil, natural gas, coal, or minerals) or to a contractually defined share of the revenue produced from those resources. Think of it as owning the rights to the crop beneath the ground while someone else does the digging: the owner generally receives a portion of production income without running the drilling or mining operations. These interests matter to investors because they can provide steady, often tax-advantaged cash flow tied to commodity prices and production levels, while exposing holders to market and resource risk rather than operating risk.

FAQ

What insider transaction did VNOM disclose involving Diamondback Energy, Inc.?

VNOM disclosed that Diamondback Energy, Inc., a 10% owner, reported affiliated entities receiving an aggregate of 3,815,459 Operating Company Units and an equal number of Class B Common Stock shares on September 1, 2026 in exchange for mineral and royalty interests.

How many VNOM Class B shares and Operating Company Units were involved in this Form 4?

The filing reports an aggregate of 3,815,459 Operating Company Units and an equivalent 3,815,459 shares of Class B Common Stock issued to entities associated with the reporting person under a purchase agreement for mineral and royalty interests.

What is the relationship between VNOM Class B Common Stock and Class A Common Stock?

The company states that under the Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC, each Class B share, together with an equal number of Operating Company Units, is redeemable at the holder’s discretion for one share of Class A Common Stock.

Who received the VNOM equity interests reported in this Form 4?

The equity interests are held indirectly by Diamondback E&P LLC and Endeavor Energy Resources, L.P., which are identified as holding the reported Class B Common Stock and Operating Company Units associated with Viper Energy, Inc.

Was the VNOM insider transaction under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote indicating that the reported acquisitions were made pursuant to a Rule 10b5-1 trading plan.

What agreement led to the issuance of VNOM Class B shares and units on September 1, 2026?

On August 3, 2026, the parent issuer and Viper Energy Partners LP entered into a definitive purchase agreement to acquire certain mineral and royalty interests from the reporting persons and subsidiaries in exchange for 3,815,459 Operating Company Units and an equivalent number of Class B shares; the transaction closed on September 1, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
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)
900 NW 63RD STREET, SUITE 200

(Street)
OKLAHOMA CITY OKLAHOMA 73116

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Viper Energy, Inc. [ VNOM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)XOther (specify below)
Director by Deputization
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)09/01/2026A2,808,459 (1) (1)Class A Common Stock2,808,459(2)10,874,987IBy Diamondback E&P LLC
Operating Company Units(1)09/01/2026A2,808,459 (1) (1)Class A Common Stock2,808,459(2)10,874,987IBy Diamondback E&P LLC
Class B Common Stock(1)09/01/2026A1,007,000 (1) (1)Class A Common Stock1,007,000(2)70,633,640IBy Endeavor Energy Resources, L.P.
Operating Company Units(1)09/01/2026A1,007,000 (1) (1)Class A Common Stock1,007,000(2)70,633,640IBy Endeavor Energy Resources, L.P.
Class B Common Stock(1) (1) (1)Class A Common Stock64,463,55064,463,550D
Operating Company Units(1) (1) (1)Class A Common Stock64,463,55064,463,550D
Explanation of Responses:
1. Pursuant to the Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC, each share Class B Common Stock, together with an equal number of Operating Company Units, is redeemable at the holder's discretion for one share of Class A Common Stock.
2. On August 3, 2026, the Issuer, as parent, and Viper Energy Partners LP, as buyer, entered into a definitive purchase agreement to acquire certain mineral and royalty interests from the Reporting Persons and related subsidiaries in exchange for an aggregate of 3,815,459 Operating Company Units and an equivalent number of shares of the Issuer's Class B Common Stock (the "Purchase Agreement"). The transactions contemplated by the Purchase Agreement closed on September 1, 2026.
/s/ Teresa L. Dick as Executive Vice President of Accounting and Assistant Secretary of Diamondback Energy, Inc.09/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)