Viper Energy Completes Mineral Asset Drop Down with 3.82M Share Issuance

Executive Summary

On September 8, 2026, Viper Energy, Inc. (NASDAQ: VNOM) filed a Current Report on Form 8-K disclosing the completion of its previously announced acquisition of mineral and royalty interests from its parent/sponsor Diamondback Energy, Inc. (the "2026 Drop Down"). The transaction closed on September 1, 2026.

Key Transaction Details

• Item Reported: Item 3.02 (Unregistered Sales of Equity Securities).
• Securities Issued:
  • 3,815,459 units representing limited liability company membership interests in consolidated subsidiary VNOM Holding Company LLC.
  • 3,815,459 paired shares of Viper Energy, Inc. Class B Common Stock (par value $0.000001 per share).
• Transaction Consideration: Mineral and royalty interests transferred from Diamondback Energy, Inc. and affiliated subsidiaries to Viper Energy Partners LP (indirect wholly owned subsidiary of Viper Energy, Inc.).
• Exemption Claimed: Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering.

Strategic & Financial Implications

1. Asset Expansion: The transaction expands Viper Energy's mineral and royalty footprint in key operating basins via a standard drop-down structure with Diamondback Energy.
2. Share Count & Dilution: The issuance increases the combined OpCo/Class B share count by 3,815,459 units/shares, expanding Diamondback's equity interest in the partnership structure.
3. Up-C Structure Mechanics: The paired issuance of VNOM Holding Company LLC units and Class B shares maintains the company's Up-C corporate governance and economic alignment.