Viper Energy, Inc 8-K, filed Nov 10, 2026
Viper Energy, Inc. (VNOM)
About this 8-K
Viper Energy, Inc filed this 8-K on November 10, 2026, reporting on events of November 5, 2026.
Viper Energy and VNOM Holding Company LLC adopted the OpCo DRIP on November 5, 2026, allowing holders to reinvest cash distributions in OpCo Units and receive matching Class B common stock. Issuances are capped at 72,178,273 OpCo Units. AI summary
Items reported
- Item 3.02: Unregistered sale of equity
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Item 3.02. Unregistered Sales of Equity Securities.
On November 5, 2026 (the “Plan Effective Date”), Viper Energy, Inc. (“we,” “us” or “our”) and VNOM Holding Company LLC, a Delaware limited liability company and our consolidated subsidiary (the “Operating Company”), jointly adopted a distribution reinvestment plan (the “OpCo DRIP”). Under the OpCo DRIP, holders of units representing limited liability company interests in the Operating Company (“OpCo Units”), other than us and our subsidiaries, may elect to reinvest their cash distributions from the Operating Company in additional, newly issued OpCo Units. For each OpCo Unit issued under the OpCo DRIP, we will also issue to the participating holder an equal number of shares of our Class B common stock, par value $0.000001 per share (“Class B Common Stock”), or, for a holder of an option to acquire Class B Common Stock, increase the number of shares subject to that option. The number of OpCo Units issued will equal the amount of the reinvested distribution divided by the average of the closing prices of our Class A common stock, par value $0.000001 per share (“Class A Common Stock”), on the Nasdaq Global Select Market for the five consecutive trading days immediately preceding the distribution payment date. The aggregate number of OpCo Units that may be issued under the OpCo DRIP is capped at 72,178,273 OpCo Units, representing approximately 19.99% of our Class A Common Stock and Class B Common Stock outstanding on the Plan Effective Date. One OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock. Diamondback Energy, Inc. and its affiliates that hold OpCo Units (including Endeavor Energy Resources, L.P. and Diamondback E&P LLC) and certain other OpCo Unit holders have elected to participate in the OpCo DRIP, and additional holders may do so in the future.
The securities subject to the OpCo DRIP will be issued only to eligible holders in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIPER ENERGY, INC. | |||
| Date: | November 10, 2026 | ||
| By: | /s/ Teresa L. Dick | ||
| Name: | Teresa L. Dick | ||
| Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary | ||