Viper Energy SEC Filings

Matthew Kaes Van't Hof, a director and the Chief Executive Officer of VNOM Sub, Inc. (formerly Viper Energy, Inc.), reported a disposition of 35,362 shares of Class A Common Stock on 08/19/2025. The Form 4 shows the reporting person beneficially owned 0 shares following the reported disposition. The filing includes an explanation that, under a merger agreement dated June 2, 2025, Viper's outstanding Class A shares will be cancelled and converted into one share of New Viper's Class A common stock at the effective time of the described merger.

Steven E. West, a director of VNOM Sub, Inc. (VNOM), reported a sale of his Class A common stock on 08/19/2025. The Form 4 shows a disposition of 32,788 shares, leaving the reporting person with 0 shares beneficially owned following the transaction. The filing notes these holdings included 4,173 restricted stock units granted May 20, 2025 that vest on the earlier of their one-year anniversary or the 2026 annual meeting. The form also explains a June 2, 2025 merger agreement under which each existing Viper Class A share will be cancelled and converted into one share of New Viper Class A common stock upon closing.

Diamondback Energy, Diamondback E&P and Endeavor filed Amendment No. 6 to their Schedule 13D for VNOM, reporting that the Sitio Acquisition closed on August 19, 2025. Under the Merger Agreement, each outstanding share of the Issuer's Class B common stock held by the Reporting Persons was cancelled and converted into an equal number of Class B shares of the successor public company (New Viper Class B Common Stock). All 155,058,093 shares held by the Reporting Persons were cancelled and exchanged, and the Reporting Persons state they no longer beneficially own any securities of the Issuer. This filing is presented as the final amendment and an exit filing reflecting that the Reporting Persons ceased to beneficially own more than 5% of the Issuer as of that date.

Viper Energy, Inc. (VNOM) filed a S-8 registration statement registering 9,144,000 shares of Class A common stock for issuance under its Amended and Restated 2014 Long Term Incentive Plan and the 2024 Amended and Restated Long Term Incentive Plan. The registration was originally filed June 23, 2014 and amended by Post-Effective Amendment No. 1 on November 13, 2023 and No. 2 on June 17, 2024. The filing lists Teresa L. Dick as Executive Vice President, Chief Financial Officer and Assistant Secretary.

Viper Energy, Inc. (VNOM) filed a POSASR amendment referencing an S-3 Registration Statement that registers up to 9,018,760 shares of its Class A common stock. The filing identifies the company as a large accelerated filer and notes reliance on Rule 478 under the Securities Act for the S-3. The content is primarily administrative: it documents the registration vehicle and filing status rather than operational results or transaction details.

The filing amends a previously filed S-3 Registration Statement for VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) and registers up to 10,093,670 shares of Class A common stock that may be issued to Tumbleweed Royalty IV, LLC upon exercise of exchange rights tied to the same number of OpCo Units in Viper Energy Partners LLC. The Registration Statement also covers an additional 2,400,297 shares of Class A common stock to be issued to affiliate designees of Morita Ranches Minerals, LLC upon exercise of exchange rights for an equivalent number of OpCo Units, together with the option for the same number of Class B shares.

The S-3 registration is filed in reliance on Rule 478 under the Securities Act and reflects conversion/exchange mechanics between OpCo Units and the Company’s Class A and potentially Class B common stock. The document identifies the registrant and contact information but does not provide financial results, valuation metrics, or timing for any exchanges or issuances.

VNOM Sub, Inc. filed a post-effective amendment registering up to 98,656,453 shares of Class A common stock, consisting of 7,946,507 shares already outstanding held by Diamondback Energy and up to 90,709,946 shares issuable upon exercise of exchange rights under an Amended and Restated Exchange Agreement dated November 10, 2023. The filing describes that selling stockholders may tender equivalent Class B common stock and units of Viper Energy Partners LLC in connection with exchanges. The S-3 registration relies on Rule 478 under the Securities Act.

Viper Energy, Inc. (VNOM) disclosed a series of merger-related filings and corporate charter documents. The company references an S-4 (File No. 333-288431) initially filed June 30, 2025 and declared effective July 18, 2025, which includes a definitive Joint Information Statement/Proxy Statement/Prospectus describing the Mergers and the Merger Agreement. The filing incorporates by reference an Agreement and Plan of Merger dated June 2, 2025 among Former Viper, Viper Opco, Sitio, Sitio Opco, New Viper, Viper Merger Sub and Sitio Merger Sub, and cites an 8-K filed June 4, 2025. It also references amended governing documents for Former Viper, a Form of Assignment and Assumption Agreement, and an embedded Cover Page Interactive Data File. The signature block shows VNOM Sub, Inc. with Matt Zmigrosky as Executive Vice President, General Counsel and Secretary.