As filed with the Securities and Exchange Commission
on March 9, 2026.
Registration No. 333-288574-01
Registration No. 333-288574-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIPER ENERGY, INC.
VIPER ENERGY PARTNERS LP
(f/k/a VIPER ENERGY PARTNERS LLC)
(Exact name of registrant as specified in its
charter)
| Delaware |
|
39-2596878 |
| Delaware |
|
35-2486057 |
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
500 West Texas Ave., Suite 100
Midland, Texas 79701
(432) 221-7400
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Teresa L. Dick
Executive Vice President, Chief Financial Officer
and Assistant Secretary
500 West Texas Ave., Suite 100
Midland, Texas 79701
(432) 221-7400
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Zachary S. Podolsky
Ryan J. Lynch
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Viper Energy, Inc.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
Emerging growth company |
¨ |
Viper Energy Partners LP (f/k/a Viper Energy Partners LLC)
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
¨ |
| |
|
Emerging growth company |
¨ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
Viper Energy, Inc.
¨
Viper Energy Partners LP (f/k/a Viper Energy Partners LLC)
¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this “Post-Effective
Amendment”) to the Registration Statement on Form S-3 (File No. 333-288574-01) is being filed by Viper Energy, Inc. (“Viper
Energy”) and Viper Energy Partners LP, as successor to Viper Energy Partners LLC (collectively with Viper Energy, the “Registrants”)
to terminate all offerings of securities pursuant to such Registration Statement. Accordingly, consistent with the undertakings made by
the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities
that had been registered for issuance that remain unsold at the termination of such offerings, the Registrants hereby also remove from
registration all such securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement
is hereby amended, as appropriate, to reflect the deregistration of such securities and the Registrants hereby terminate the effectiveness
of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Midland, Texas, on the 9th day of March, 2026.
| VIPER ENERGY, INC. |
|
| |
|
|
| By: |
/s/ Kaes Van’t Hof |
|
| |
Name: Kaes Van’t Hof |
|
| |
Title: Chief Executive Officer |
|
Note: No other person is required to
sign this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 in reliance on Rule 478 under the Securities Act of
1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Midland, Texas, on the 9th day of March, 2026.
| VIPER ENERGY PARTNERS LP (F/K/A VIPER ENERGY PARTNERS LLC) |
| |
|
|
| |
By: Viper Energy GP LLC, its general partner |
|
| |
|
|
| By: |
/s/ Kaes Van’t Hof |
|
| |
Name: Kaes Van’t Hof |
|
| |
Title: Chief Executive Officer |
|
Note: No other person is required to
sign this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 in reliance on Rule 478 under the Securities Act of
1933, as amended.
