Diamondback sells 12.39M Viper Energy (NASDAQ: VNOM) shares

Rhea-AI Filing Summary

Diamondback Energy, Inc., a 10% owner of Viper Energy, Inc., reported a series of transactions on March 4, 2026. It converted 12,391,304 shares of Class B Common Stock and an equal number of Operating Company Units into 12,391,304 shares of Class A Common Stock at a stated price of $0.00 per share in a derivative conversion.

On the same date, Diamondback then completed an open-market or private sale of 12,391,304 Class A shares at $45.69 per share. Following these transactions, Diamondback reported direct and indirect holdings, including Class B Common Stock and Operating Company Units held through Diamondback E&P LLC and Endeavor Energy Resources, L.P., which are redeemable together into Class A shares under Viper’s LLC agreement.

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 TX 79701

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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
Class A Common Stock	03/04/2026		C		12,391,304	A	(1)	12,391,304	D
Class A Common Stock	03/04/2026		S		12,391,304	D	$45.69	12,391,304	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)	03/04/2026		C			12,391,304	(1)	(1)	Class A Common Stock	12,391,304	(2)	64,973,621	D
Operating Company Units	(1)	03/04/2026		C			12,391,304	(1)	(1)	Class A Common Stock	12,391,304	(2)	64,973,621	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.	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Diamondback report in Viper Energy (VNOM) shares?

Diamondback Energy reported both a conversion and a sale. It converted 12,391,304 Class B shares and Operating Company Units into 12,391,304 Class A shares, then sold 12,391,304 Class A shares in an open-market or private transaction at $45.69 per share.

How many Viper Energy (VNOM) shares did Diamondback sell and at what price?

Diamondback sold 12,391,304 Class A shares of Viper Energy. The reported sale occurred on March 4, 2026 at a price of $45.69 per share, following a same-day derivative conversion from Class B shares and Operating Company Units into Class A shares.

What was the nature of Diamondback’s conversion in Viper Energy (VNOM) equity?

Diamondback executed a derivative conversion into Class A stock. It converted 12,391,304 shares of Class B Common Stock and an equal number of Operating Company Units into 12,391,304 Class A shares at a stated price of $0.00 per share under existing LLC agreement terms.

How are Viper Energy (VNOM) Class B shares and Operating Company Units treated?

Each Class B share and corresponding unit is redeemable. Under VNOM Holding Company LLC’s amended and restated agreement, one Class B share plus one Operating Company Unit may be redeemed at the holder’s discretion for one share of Viper Energy Class A Common Stock.

Which entities hold Viper Energy (VNOM) interests associated with Diamondback?

Indirect holdings are reported through affiliated entities. The filing lists Class B Common Stock and Operating Company Units held indirectly by Diamondback E&P LLC and Endeavor Energy Resources, L.P., in addition to Diamondback Energy, Inc.’s directly reported positions and recent conversion and sale activity.

Does the Viper Energy (VNOM) Form 4 reflect both acquisitions and sales by Diamondback?

Yes, it shows both acquisition via conversion and a sale. Diamondback acquired 12,391,304 Class A shares through derivative conversion of Class B shares and units, then sold 12,391,304 Class A shares in an open-market or private transaction on March 4, 2026.