[POSASR] Viper Energy, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Registration completed for conversion of OpCo Units to Class A common stock, enabling planned equity exchanges to proceed under the S-3 framework
• Covers specific counterparties (Tumbleweed Royalty IV and Morita Ranches affiliates), which provides clarity on who may receive issued shares

Negative

• Potential share supply increase of up to 12,493,967 Class A shares if all listed exchange rights are exercised, which could dilute existing holders
• No timing or pricing disclosed for the exchanges, leaving uncertainty about when issuance and dilution might occur

Insights

Securities Analyst

TL;DR Registration allows conversion of OpCo Units into up to 12.5 million shares of common stock, enabling potential issuance and market liquidity.

The filing registers a total of 12,493,967 Class A shares across two groups of OpCo Unit holders (10,093,670 and 2,400,297). This is a procedural registration statement under Rule 478 and does not itself effect transfers, but it clears a regulatory path for holders to exchange OpCo Units for public equity. For investors, the immediate implication is potential share supply expansion if exchange rights are exercised; the filing does not disclose timelines, pricing mechanics, or impacts on outstanding share count post-exchange.

Corporate Governance Expert

TL;DR The amendment documents planned equity conversions but contains no governance changes or new financial commitments.

The filing clarifies registrable shares tied to specific holders—Tumbleweed Royalty IV, LLC and affiliates of Morita Ranches Minerals, LLC—and the availability of both Class A and potentially Class B shares upon exercise of exchange rights. From a governance standpoint, the notice informs shareholders of potential ownership shifts without presenting new board or governance actions. The absence of timing or dilution detail limits assessment of material governance impact.

As filed with the U.S. Securities and Exchange Commission on August 19, 2025

Registration No. 333-286315

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT

TO FORM S-3

REGISTRATION STATEMENT NO. 333-286315

UNDER

THE SECURITIES ACT OF 1933

VNOM Sub, Inc.

(f/k/a Viper Energy, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		46-5001985
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven R. Green

Wachtell, Lipton Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced 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. ☐

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. ☒

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.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		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 the Securities Act ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-286315) filed by VNOM Sub, Inc. (f/k/a Viper Energy, Inc.), a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission on April 1, 2025 (the “Registration Statement”), registering (i) up to 10,093,670 shares of the Company’s Class A common stock, par value $0.000001 per share (“Class A common stock”), to be received by Tumbleweed Royalty IV, LLC (“TWR IV”) upon exercise by TWR IV of certain exchange rights with respect to up to 10,093,670 units representing limited liability company interests (“OpCo Units”) in the Company’s operating subsidiary Viper Energy Partners LLC (“Viper OpCo”) and, if applicable, the option to acquire the same number of shares of the Company’s Class B common stock, par value $0.000001 per share (“Class B common stock”), and (ii) up to 2,400,297 shares of Class A common stock to be received by certain affiliate designees of Morita Ranches Minerals, LLC upon exercise of certain exchange rights by such designees with respect to up to 2,400,297 OpCo Units together with the same number of shares of Class B common stock.

On August 19, 2025 (the “Closing Date”), the transactions contemplated by that certain Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated June 2, 2025, by and among the Company, Sitio Royalties Operating Partnership, LP, Sitio Royalties Corp., Viper Opco, New Cobra Pubco, Inc. (“New Viper”), Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc. were consummated. On the Closing Date, the Company became a direct wholly owned subsidiary of New Viper, a new holding company that was subsequently renamed “Viper Energy, Inc.”

As a result of the completion of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company 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 Company hereby removes from registration by means of this Post-Effective Amendment 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 Company hereby terminates the effectiveness of the Registration Statement.

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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 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 19th day of August, 2025.

VNOM SUB, INC. (formerly Viper Energy, Inc.)
By:		/s/ Teresa L. Dick
		Name: Teresa L. Dick
		Title:   Executive Vice President, Chief Financial Officer and Assistant Secretary

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance on Rule 478 under the Securities Act of 1933, as amended.

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FAQ

What does VNOM's POSASR filing register?

The filing registers up to 10,093,670 Class A shares for Tumbleweed Royalty IV and up to 2,400,297 Class A shares for Morita Ranches affiliates, tied to exchange rights in OpCo Units.

Who are the specific holders named to receive shares in the VNOM filing?

The filing names Tumbleweed Royalty IV, LLC and affiliate designees of Morita Ranches Minerals, LLC as the parties that may receive shares upon exercise of exchange rights.

Does the POSASR filing itself issue shares?

No. The S-3 registration statement registers the shares for future issuance upon exercise of exchange rights; it does not by itself transfer or issue the shares.

Which securities rules does the registration rely on?

The S-3 registration is filed in reliance on Rule 478 under the Securities Act of 1933, as amended.

Are Class B shares included in the registration?

The filing states there is an option to acquire the same number of Class B common stock shares in connection with the exchanges, where applicable.