[POSASR] Viper Energy, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Registration of 98,656,453 shares provides a clear path for selling stockholders to resell shares in the public market
• Includes 7,946,507 shares already held by Diamondback Energy, clarifying ownership subject to resale
• Uses S-3/Rule 478, indicating reliance on standard shelf registration procedures

Negative

• Up to 90,709,946 shares may be issued upon exchanges, potentially increasing the public float
• Registration enables resale by selling stockholders, which could exert downward pressure on the stock if sold into the market

Insights

Securities Analyst

TL;DR: Routine S-3 registration enables secondary sales and exchanges of up to 98.7 million Class A shares, which may affect float and liquidity.

The filing documents a registration statement amendment allowing existing selling stockholders to offer up to 98,656,453 Class A shares, including 7,946,507 already held by Diamondback and 90,709,946 issuable via exchange rights. This is a standard mechanism to permit resale of shares issued or issuable in connection with a prior exchange agreement. For investors, the primary implications are increased available supply and formal SEC registration clearing the way for secondary market transactions; no new financing, earnings, or operational metrics are disclosed in this document.

Corporate Governance Expert

TL;DR: The amendment documents contractual exchange rights and registers the resulting Class A shares for resale, reflecting governance arrangements with selling holders.

The amendment references an Amended and Restated Exchange Agreement from November 10, 2023, under which holders can exchange Class B shares and Viper Energy Partners LLC units for Class A common stock. Registering these shares is a procedural step to ensure compliance and liquidity for selling holders. The filing does not disclose changes to board composition, control provisions, or other governance amendments; it solely addresses registration for resale under existing agreements.

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

Registration No. 333-277668

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT

TO FORM S-3

REGISTRATION STATEMENT NO. 333-277668

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. 333-277668) 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 March 5, 2024 (the “Registration Statement”), registering up to 98,656,453 shares of the Company’s Class A common stock, par value $0.000001 per share (“Class A common stock”), consisting of (i) 7,946,507 shares of Class A common stock issued and outstanding as of the date of the Registration Statement and held by Diamondback Energy, Inc., one of the selling stockholders named in the Registration Statement, and (ii) up to an aggregate of 90,709,946 shares of Class A common stock issuable to the selling stockholders named in the Registration Statement upon exercise of their exchange rights pursuant to the Amended and Restated Exchange Agreement, dated as of November 10, 2023, described in the Registration Statement and the related prospectus, and the selling stockholders’ tender of an equivalent number of the Company’s outstanding shares of Class B common stock, par value $0.000001 per share, and outstanding units of Viper Energy Partners LLC, in each case held by the selling stockholders as of the date of the Registration Statement.

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 Energy Partners LLC, 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 the VNOM POSASR filing register?

The filing registers up to 98,656,453 shares of Class A common stock for resale by selling stockholders.

How many shares are already issued to Diamondback Energy in the VNOM filing?

Diamondback Energy holds 7,946,507 shares of Class A common stock referenced in the registration.

What triggers issuance of the additional Class A shares in the filing?

Up to 90,709,946 Class A shares are issuable upon exercise of exchange rights under the Amended and Restated Exchange Agreement dated November 10, 2023.

Does the filing raise new capital for VNOM (VNOM)?

No. The amendment registers shares for resale by selling stockholders; it does not state any new capital raise.

Which rule does VNOM rely on for this S-3 registration?

The filing states reliance on Rule 478 under the Securities Act of 1933.