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Viper Energy, Inc. shareholder Diamondback Energy, Inc. has updated its ownership disclosure in an Amendment No. 2 to Schedule 13D. Diamondback reports beneficial ownership of 142,156,718 shares of Viper’s Class A Common Stock, representing 42.3% of the 194,114,585 shares outstanding as of March 4, 2026.
Affiliates Diamondback E&P LLC and Endeavor Energy Resources, L.P. report beneficial ownership of 8,066,528 shares (4.0%) and 69,626,640 shares (26.4%), respectively, all with sole voting and dispositive power. On March 19, 2026, underwriters partially exercised their overallotment option to purchase 510,071 Class A shares from Diamondback at $45.69 per share.
Viper Energy, Inc. filed a shelf registration (Form S-3) to register multiple classes of securities. The shelf prospectus dated March 9, 2026 covers Class A Common Stock, Preferred Stock, Warrants, guarantees of debt securities and debt securities of Viper Energy Partners LP and permits offerings from time to time after the effective date.
Each issuance will be described in a prospectus supplement that will state the specific amounts, prices and terms. The prospectus discloses that Class A and Class B common shares outstanding were 194,133,780 and 165,781,570, respectively, as of March 5, 2026.
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.
Diamondback Energy amended its ownership filing for Viper Energy to reflect a March 2026 secondary share sale and updated structure. Diamondback agreed to sell 12,391,304 Viper Class A shares at $45.69 per share, with underwriters holding a 30-day option for up to 2,163,958 additional shares.
After the transaction, Diamondback beneficially owned 142,666,789 shares of Class A common stock, or 42.4% of the class, based on 194,114,585 shares outstanding as of March 4, 2026. Its subsidiaries Diamondback E&P and Endeavor held additional exchangeable Class B shares and New OpCo units under a new LLC agreement that permits one-for-one exchanges into Class A shares or, in some cases, cash redemptions.
Viper Energy, Inc. reported that existing investors completed a secondary public offering of 17,391,304 shares of its Class A common stock at $45.90 per share, with an additional 2,608,696 shares available to underwriters under an option. The gross proceeds of approximately $798 million go to the selling stockholders, and Viper does not receive any of the sale proceeds. Viper, the selling stockholders and the underwriters entered into an underwriting agreement that includes standard indemnification provisions and 30-day restrictions on additional equity sales, subject to exceptions.
Separately, VNOM Holding Company LLC, a consolidated subsidiary of Viper, repurchased 1,000,000 OpCo units from Oaktree affiliates at a price equivalent to the secondary offering price, and a corresponding number of Class B common shares held by Oaktree were cancelled. This transaction was executed under Viper’s existing $1.75 billion repurchase program, under which Viper has also repurchased 417,516 Class A shares since December 31, 2025 for a total of $15.6 million, leaving about $1.23 billion available.
Viper Energy, Inc. is registering the resale of 17,391,304 shares of Class A common stock by selling stockholders. The selling stockholders will receive the proceeds; the company will not receive any proceeds from these sales.
As disclosed, the underwriters have a 30‑day option to purchase an additional 2,608,696 shares to cover over‑allotments. In connection with the offering, the operating company (OpCo) has agreed to purchase 1,000,000 OpCo Units from affiliates of Oaktree at the same per‑unit price, for a total payment of approximately $45.7 million, and the corresponding Class B shares held by Oaktree will be cancelled. The Concurrent OpCo Unit Purchase is conditioned on the closing of this offering. Shares are expected to deliver on or about March 4, 2026.
Viper Energy, Inc. reported equity compensation and related tax withholding transactions for its VP, General Counsel and Secretary, William F. Krueger. On March 1, 2026, he acquired 8,787 restricted stock units, each representing one share of Class A Common Stock, granted under the company’s equity incentive plan and scheduled to vest in three equal installments beginning March 1, 2026.
On the same date, the company withheld 1,166 and 1,153 shares of Class A Common Stock to cover tax obligations tied to the vesting and settlement of prior time-based restricted stock unit tranches. These withholdings were priced at $46.54 per share, based on the February 27, 2026 closing price, leaving Krueger with 13,845.854 Class A shares held directly after the transactions.
Viper Energy, Inc. President Austen Gilfillian reported equity compensation and related tax-withholding transactions in Class A Common Stock. He received a grant of 12,302 restricted stock units, each representing one share of Class A Common Stock, at a price of $0.00 per unit. These units were granted under the company’s equity incentive plan and will vest in three equal installments beginning on March 1, 2026.
On the same date, the company withheld 829, 2,645, 1,421 and 1,614 shares of Class A Common Stock at $46.54 per share to cover tax withholding obligations tied to the vesting and settlement of earlier time-based restricted stock unit grants. Following these award and withholding entries, Gilfillian directly held 49,268 shares of Class A Common Stock.
Viper Energy, Inc. is offering the resale of 17,391,304 shares of its Class A common stock by selling stockholders. The company will not receive any proceeds from the sales. Certain selling stockholders granted a 30-day over-allotment option for up to 2,608,696 shares.
As described, the company has agreed to purchase up to 1,000,000 OpCo Units from affiliates of Oaktree at the same per‑unit price as this offering and to cancel a corresponding number of Class B shares; that purchase is conditioned on completion of this offering. The prospectus lists total Class A shares outstanding after the offering as 194,114,585 (or 196,723,281 if the over-allotment is exercised).