Viper Energy (NASDAQ: VNOM) holder converts units, sells 510K shares

Rhea-AI Filing Summary

Diamondback Energy, Inc., a major holder of Viper Energy, Inc., converted 510,071 shares of Class B Common Stock and an equal number of Operating Company Units into 510,071 shares of Class A Common Stock at a conversion price of $0.00 per share. The filing also reports an open-market sale of 510,071 Class A shares at $45.69 per share. Following these transactions, the report shows 510,071 Class A shares held directly, while footnote disclosure explains that each Class B share plus one Operating Company Unit can be redeemed for one Class A share. The filing further lists large indirect derivative positions equivalent to 8,066,528 and 69,626,640 underlying Class A shares held through Diamondback E&P LLC and Endeavor Energy Resources, L.P.

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

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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 TEXAS 79701

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/19/2026		C		510,071	A	(1)	510,071	D
Class A Common Stock	03/19/2026		S		510,071	D	$45.69	510,071	D

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)	03/19/2026		C			510,071	(1)	(1)	Class A Common Stock	510,071	(2)	64,463,550	D
Operating Company Units	(1)	03/19/2026		C			510,071	(1)	(1)	Class A Common Stock	510,071	(2)	64,463,550	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	8,066,528		8,066,528	I	By Diamondback E&P LLC
Operating Company Units	(1)							(1)	(1)	Class A Common Stock	8,066,528		8,066,528	I	By Diamondback E&P LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	69,626,640		69,626,640	I	By Endeavor Energy Resources, L.P.
Operating Company Units	(1)							(1)	(1)	Class A Common Stock	69,626,640		69,626,640	I	By Endeavor Energy Resources, L.P.

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. The Class B Common Stock and Operating Company Units were issued in connection with the completion of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2025, by and among VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) ("Former Viper"), Viper Energy, Inc. (f/k/a New Cobra Pubco, Inc.) ("New Viper") and the other parties thereto, on August 19, 2025.

	/s/ Teresa L. Dick as Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc.	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Diamondback Energy report for Viper Energy (VNOM)?

Diamondback Energy reported converting 510,071 Class B shares and an equal number of Operating Company Units into 510,071 Class A shares, then reporting an open-market sale of 510,071 Class A shares at $45.69 per share, all dated March 19, 2026.

How many Viper Energy Class A shares did Diamondback Energy sell?

The filing shows an open-market sale of 510,071 Viper Energy Class A Common Stock shares at $45.69 per share. This sale followed a derivative conversion in which the same number of Class B shares and Operating Company Units were exchanged into Class A shares on March 19, 2026.

What is the relationship between Viper Energy Class B stock, Operating Company Units, and Class A shares?

Footnotes explain that each share of 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, under the Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC.

What Viper Energy holdings does Diamondback Energy report after these transactions?

After the reported transactions, the filing lists 510,071 Viper Energy Class A shares held directly. It also shows large indirect derivative positions equivalent to 8,066,528 and 69,626,640 underlying Class A shares held through Diamondback E&P LLC and Endeavor Energy Resources, L.P., respectively.

Does Diamondback Energy still have significant indirect exposure to Viper Energy (VNOM)?

Yes. The derivative holdings section shows indirect interests in securities convertible into 8,066,528 and 69,626,640 underlying Viper Energy Class A shares through Diamondback E&P LLC and Endeavor Energy Resources, L.P., indicating substantial remaining economic exposure beyond the directly held Class A shares.