[SCHEDULE 13D/A] Viper Energy, Inc. SEC Filing

Rhea-AI Filing Summary

Diamondback Energy, Diamondback E&P and Endeavor filed Amendment No. 6 to their Schedule 13D for VNOM, reporting that the Sitio Acquisition closed on August 19, 2025. Under the Merger Agreement, each outstanding share of the Issuer's Class B common stock held by the Reporting Persons was cancelled and converted into an equal number of Class B shares of the successor public company (New Viper Class B Common Stock). All 155,058,093 shares held by the Reporting Persons were cancelled and exchanged, and the Reporting Persons state they no longer beneficially own any securities of the Issuer. This filing is presented as the final amendment and an exit filing reflecting that the Reporting Persons ceased to beneficially own more than 5% of the Issuer as of that date.

Positive

• Sitio Acquisition completed on August 19, 2025, effectuating the agreed merger consideration.
• All 155,058,093 Class B shares held by the Reporting Persons were exchanged per the Merger Agreement.
• Exit filing completed: Reporting Persons confirm they no longer beneficially own securities of the Issuer.

Negative

• Removal of a >5% holder from the Issuer's capitalization, reducing Diamondback-related influence.
• No continuing beneficial ownership by the Reporting Persons may change shareholder support dynamics for Issuer initiatives.

Insights

Financial Analyst

TL;DR: Reporting persons completed the merger exchange and exited ownership, removing a >5% holder from VNOM's cap table.

The amendment documents a completed corporate transaction where the Reporting Persons' entire Class B position (155,058,093 shares) was converted and cancelled in connection with the Sitio Acquisition on August 19, 2025. For investors, this filing is procedural: it confirms the transfer of economic/ownership interests to the successor company's capital structure and reduces Diamondback-related influence over the Issuer. No new purchases or dispositions by the Reporting Persons in the prior 60 days are reported, and the filing serves as a formal exit notice under Schedule 13D.

Corporate Governance Expert

TL;DR: Governance influence from the reporting group has ended following the merger-driven conversion and cancellation of their Class B shares.

The Schedule 13D amendment confirms an ownership and voting-power shift resulting from the Sitio Acquisition. By canceling and converting all held Class B shares into New Viper Class B Common Stock and reporting zero beneficial ownership, the Reporting Persons relinquish any governance control or disclosure obligations tied to a >5% stake in the Issuer. This is a routine post-merger disclosure, but it materially alters the Issuer's shareholder base and potential voting dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

VNOM Sub, Inc. (formerly Viper Energy, Inc.)

(Name of Issuer)

Class A Common Stock, par value $0.000001 per share

(Title of Class of Securities)

927959106

(CUSIP Number)

Teresa L. Dick
Diamondback Energy, Inc., 900 NW 63rd Street, Suite 200
Oklahoma City, OK, 73116
(405) 463-6900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 927959106

1

Name of reporting person

Diamondback Energy, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 927959106

1

Name of reporting person

Diamondback E&P LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 927959106

1

Name of reporting person

Endeavor Energy Resources, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.000001 per share
(b)	Name of Issuer: VNOM Sub, Inc. (formerly Viper Energy, Inc.)
(c)	Address of Issuer's Principal Executive Offices: 500 West Texas Ave., Suite 100, Midland, TEXAS , 79701.
Item 1 Comment: The following constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed with the Securities and Exchange Commission by Diamondback Energy, Inc. ("Diamondback") and Diamondback E&P LLC ("Diamondback E&P") on August 11, 2016, as amended on March 7, 2024, March 8, 2024, February 3, 2025, May 5, 2025 (which added Endeavor Energy Resources, L.P. ("Endeavor")) and June 4, 2025 (collectively, the "Schedule 13D"), relating to Viper Energy, Inc., which has been renamed VNOM Sub, Inc. (the "Issuer"). This Amendment No. 6 amends and supplements the Schedule 13D as specifically set forth herein. As set forth below, as a result of the Sitio Acquisition, on August 19, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's securities. The filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: On August 19, 2025, pursuant to the terms of the Merger Agreement, the Sitio Acquisition was consummated, pursuant to which, among other things, each share of Class B Common Stock issued and outstanding immediately prior to the effective time of the merger of Cobra Merger Sub, Inc. with and into the Issuer was automatically canceled and converted into one share of Class B common stock, par value $0.000001, of New Cobra Pubco, Inc. ("New Viper Class B Common Stock"), which was renamed "Viper Energy, Inc.", as merger consideration. As a result of the foregoing, all 155,058,093 shares of Class B Common Stock held by the Reporting Persons were canceled in exchange for 155,058,093 shares of New Viper Class B Common Stock. As a result, the Reporting Persons no longer beneficially own any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	As a result of the consummation of the Sitio Acquisition, the Reporting Persons no longer beneficially own any securities of the Issuer, nor do they have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an "exit" filing for each Reporting Person.
(b)	The information in Item 5(a) is incorporated herein by reference.
(c)	Except as set forth in this Amendment No. 6 and in connection with the Sitio Acquisition, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any Reporting Persons.
(d)	Not applicable.
(e)	As of August 19, 2025, the Reporting Persons ceased to beneficially own more than 5% of the Issuer's outstanding common stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Diamondback Energy, Inc.

Signature:	/s/ Teresa L. Dick
Name/Title:	Teresa L. Dick/Executive Vice President, Chief Accounting Officer and Assistant Secretary
Date:	08/19/2025

Diamondback E&P LLC

Signature:	/s/ Teresa L. Dick
Name/Title:	Teresa L. Dick/Executive Vice President, Chief Accounting Officer and Assistant Secretary
Date:	08/19/2025

Endeavor Energy Resources, L.P.

Signature:	/s/ Teresa L. Dick
Name/Title:	Teresa L. Dick/Executive Vice President, Chief Accounting Officer and Assistant Secretary
Date:	08/19/2025

Comments accompanying signature:

Diamondback E&P LLC By: Diamondback Energy, Inc., its sole member

FAQ

What did Diamondback report in the VNOM Schedule 13D/A?

The Reporting Persons stated that following the Sitio Acquisition on August 19, 2025, their 155,058,093 Class B shares were cancelled and converted, and they no longer beneficially own any securities of VNOM.

How many Class B shares did the Reporting Persons hold before the transaction?

They held 155,058,093 shares of Class B Common Stock, which were cancelled and converted in the merger.

Does the filing report any market transactions in the prior 60 days?

Except for the Sitio Acquisition, the Reporting Persons state that, to their knowledge, no transactions in the class of securities were effected by them during the past 60 days.

What is the filing's effect on the Reporting Persons' disclosure obligations?

This Amendment No. 6 is the final amendment and constitutes an exit filing, indicating they ceased to beneficially own more than 5% of the Issuer as of August 19, 2025.

Who signed the Schedule 13D/A on behalf of the Reporting Persons?

The filing was signed by Teresa L. Dick, Executive Vice President, Chief Accounting Officer and Assistant Secretary, on behalf of Diamondback Energy, Diamondback E&P LLC, and Endeavor Energy Resources, L.P., dated 08/19/2025.