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Austen Gilfillian, President and reporting person of Viper Energy, Inc. (VNOM), reported withholding 1,738 shares of Class A common stock to satisfy tax withholding on vested restricted stock units that settled on 10/01/2025. The withheld shares represent 730 shares from the third tranche granted on 3/11/2022 and 1,008 shares from the second tranche granted on 3/02/2023, with the withholding price based on the closing share price on 9/30/2025 of $38.22 per share. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Gilfillian on 10/02/2025.
The Vanguard Group reported beneficial ownership of 17,023,862 shares of Viper Energy Inc (CUSIP 64361Q101), representing 10.08% of the outstanding common stock. Vanguard discloses it has sole dispositive power over 15,817,787 shares and shared dispositive power over 1,206,075 shares, with shared voting power for 1,018,550 shares and no sole voting power. The filing states these holdings are held in the ordinary course of business and not for the purpose of changing or influencing control.
Diamondback and its subsidiaries report substantial ownership and related agreements following Viper Energy's Sitio acquisition. Diamondback, Diamondback E&P and Endeavor together hold equity interests comprised of Class B common stock and corresponding OpCo units that are exchangeable one-for-one for Class A common stock. As of August 19, 2025, Diamondback beneficially owned 155,058,093 shares (47.8% of Class A outstanding), Diamondback E&P owned 8,066,528 shares (4.5%) and Endeavor owned 69,626,640 shares (29.1%), based on 169,518,801 Class A shares outstanding. The positions arose in connection with an all-equity Sitio acquisition effected under a merger agreement. Related agreements assigned to the issuer include a Services and Secondment Agreement, Exchange Agreement, Registration Rights Agreement and OpCo LLCA, and a Parent Support Agreement imposes a 90-day transfer restriction following the merger.
Viper Energy, Inc. (VNOM) filing incorporates multiple prior reports and audited financial statements by reference and discloses significant transaction and corporate-document exhibits. The company references acquisitions completed in 2024 — Tumbleweed-Q Royalty Partners, MC Tumbleweed Royalty, LLC (acquired September 3, 2024) and TWR IV (acquired October 1, 2024) — and relies on Grant Thornton LLP audit reports for those entities. The registration statement lists material agreements including purchase and sale, equity purchase and merger agreements dated September 11, 2024, January 30, 2025 and June 2, 2025, and a Parent Support Agreement dated June 2, 2025. The filing also provides extensive ownership tables showing post-offering Class A and Class B balances and percentage stakes (examples include 155,058,093 Class A representing 47.8% in one line and 17,718,574 representing 9.5% in another). A series of registration rights, exchange agreements and consents from Wachtell, Lipton, Rosen & Katz, Grant Thornton LLP, KPMG LLP and Ryder Scott are included as exhibits.
The document contains corporate governance provisions and customary disclaimers about beneficial ownership and fiduciary duties, and enumerates exhibits, auditor consents and underwriting and transfer instruments to effect the offering and related corporate reorganizations.
Viper Energy, Inc. filed an amendment to its Form 8-K describing supplemental exhibits and financial information related to the business combination with Sitio. The amendment attaches Former Viper's Exhibit 99.1 from the June 30, 2025 current report, Sitio's interim unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, and unaudited pro forma condensed combined financial statements as of June 30, 2025 and for the six months ended June 30, 2025 and for the year ended December 31, 2024, plus an Inline XBRL cover page file. The filing states the pro forma information does not represent actual historical combined results nor does it project future results. The amendment is dated August 25, 2025 and is signed by Matt Zmigrosky, Executive Vice President, General Counsel and Secretary.