Viper Energy, Inc 10-Q for FY2026 Q3
Viper Energy, Inc. (VNOM)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Viper Energy, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Viper Energy raised full year 2026 production guidance to approximately 137 MBOE/d to 138 MBOE/d from 132.5 MBOE/d to 135 MBOE/d, following recent Permian Basin acquisitions and the pending Buckhorn Acquisition. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $661M
- up 58.1% from $418M a year earlier
- Net income
- $140M
- compared with a net loss of $77M a year earlier
- Diluted EPS
- $0.72
- compared with -$0.52 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 001-42807
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(432 ) 221-7400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
$0.000001 par value | |||||||||||||||||
| (NASDAQ Global Select Market) | |||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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.
| ☒ | 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2026, 192,668,368 shares of Class A Common Stock and 168,551,337 shares of Class B Common Stock of the registrant were outstanding.
VIPER ENERGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page | |||||
i
GLOSSARY OF OIL AND NATURAL GAS TERMS
The following is a glossary of certain oil and natural gas terms that are used in this Quarterly Report on Form 10-Q (this “report”) and our other periodic reports under the Exchange Act:
| Basin | A large depression on the earth’s surface in which sediments accumulate. | ||||
| Bbl or barrel | One stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons. | ||||
| BO/d | One barrel of crude oil per day. | ||||
| BOE | One barrel of crude oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil. | ||||
| BOE/d | One BOE per day. | ||||
| Completion | The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency. | ||||
| Crude oil | Liquid hydrocarbons retrieved from geological structures underground to be refined into fuel sources. | ||||
| Development well | A well drilled within the proved area of a natural gas or oil reservoir to the depth of a stratigraphic horizon known to be productive. | ||||
| Differential | An adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas. | ||||
| Fracturing | The process of creating and preserving a fracture or system of fractures in a reservoir rock typically by injecting a fluid under pressure through a wellbore and into the targeted formation. | ||||
| Gross wells | The total wells in which a mineral interest is owned. | ||||
| Henry Hub | Natural gas gathering point that serves as a benchmark price for natural gas futures on the NYMEX. | ||||
| Horizontal wells | Wells drilled directionally horizontal to allow for development of structures not reachable through traditional vertical drilling mechanisms. | ||||
| MBbls | One thousand barrels of crude oil and other liquid hydrocarbons. | ||||
| MBOE | One thousand BOE, determined using a ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids. | ||||
| MBOE/d | One thousand BOE per day. | ||||
| Mcf | One thousand cubic feet of natural gas. | ||||
| Mineral interests | The interests in ownership of the resource and mineral rights, giving an owner the right to profit from the extracted resources. | ||||
| MMBtu | One million British Thermal Units. | ||||
| MMcf | Million cubic feet of natural gas. | ||||
| Net royalty acres | Net mineral acres multiplied by the average lease royalty interest and other burdens. | ||||
| Oil and natural gas properties | Tracts of land consisting of properties to be developed for oil and natural gas resource extraction. | ||||
| Operator | The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease. | ||||
| Proved reserves | The estimated quantities of oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions. | ||||
ii
| Reserves | Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to the market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations). | ||||
| Royalty interest | An interest that gives an owner the right to receive a portion of the resources or revenues without having to carry any costs of development, which may be subject to expiration. | ||||
| Spud | Commencement of actual drilling operations. | ||||
| Waha Hub | Natural gas gathering point that serves as a benchmark price for natural gas in western Texas and New Mexico. | ||||
| WTI | West Texas Intermediate, a light sweet blend of oil produced from fields in western Texas and is a grade of oil that serves as a benchmark for oil on the NYMEX. | ||||
| WTI Cushing | Grade of oil that serves as a benchmark price for oil at Cushing, Oklahoma. | ||||
iii
GLOSSARY OF CERTAIN OTHER TERMS
The following is a glossary of certain other terms that are used in this report and our other periodic reports under the Exchange Act:
| ASU | Accounting Standards Update. | ||||
| Class A Common Stock | After August 19, 2025, Class A common stock, $0.000001 par value per share of New Viper (as defined below), and before August 19, 2025, Class A common stock, $0.000001 par value per share of Former Viper (as defined below). | ||||
| Class B Common Stock | After August 19, 2025, Class B common stock, $0.000001 par value per share of New Viper, and before August 19, 2025, Class B common stock, $0.000001 par value per share of Former Viper. | ||||
| Common Stock | Collectively, Class A Common Stock and Class B Common Stock. | ||||
| Diamondback | Diamondback Energy, Inc., a Delaware corporation. | ||||
| Exchange Act | The Securities Exchange Act of 1934, as amended. | ||||
| FASB | Financial Accounting Standards Board. | ||||
| GAAP | Accounting principles generally accepted in the United States. | ||||
| Guaranteed Senior Notes | The outstanding senior notes of Viper Energy Partners LP (f/k/a Viper Energy Partners LLC), issued under indentures where Viper Energy, Inc. and VNOM Sub, Inc., a wholly owned subsidiary of Viper Energy, Inc., are the guarantors, consisting of the 4.900% Senior Notes due 2030 and the 5.700% Senior Notes due 2035. | ||||
| LTIP | Viper Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as amended and restated by Viper Energy, Inc. 2024 Amended and Restated Long-Term Incentive Plan, and as may be further amended or restated from time to time. | ||||
| Net debt | Net debt, a non-GAAP measure, is debt (excluding debt issuance costs, discounts and premiums) less cash and cash equivalents. | ||||
| Notes | Those senior notes of Viper Energy, Inc. that were issued under indentures where Viper Energy Partners LLC and other subsidiaries were guarantors, consisting of the 5.375% Senior Notes due 2027 and the 7.375% Senior Notes due 2031, and which were redeemed on November 1, 2025 and July 23, 2025, respectively. | ||||
| NYMEX | New York Mercantile Exchange. | ||||
| OpCo Unit | Limited liability company membership interest in the Operating Company. | ||||
| OPEC | Organization of the Petroleum Exporting Countries. | ||||
| Operating Company or OpCo | Prior to December 23, 2025, Viper Energy Partners LLC, a Delaware limited liability company and a consolidated subsidiary of Viper Energy, Inc., and after December 23, 2025, VNOM Holding Company LLC, a Delaware limited liability company and a consolidated subsidiary of Viper Energy, Inc. | ||||
| SEC | United States Securities and Exchange Commission. | ||||
| SEC Prices | Unweighted arithmetic average of the first-day-of-the-month price for each month during the 12-month period prior to the ending date of the period covered by this report. | ||||
| Securities Act | The Securities Act of 1933, as amended. | ||||
iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties and assumptions. All statements, other than statements of historical fact, including statements regarding our: future performance; business strategy; future operations; estimates and projections of operating income, losses, costs and expenses, returns, cash flow and financial position; production levels on properties in which we have mineral and royalty interests; developmental activity by other operators; reserve estimates and our ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the Riverbend Acquisition, 2026 Drop Down, McElroy Ranch Acquisition, Pending Buckhorn Acquisition (each, as defined below) or any other acquisitions or divestitures); and plans and objectives of management (including Diamondback’s plans for developing our acreage, our cash dividend policy and repurchases of our Common Stock, OpCo Units or Guaranteed Senior Notes) are forward-looking statements. When used in this report, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to us are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although we believe that the expectations and assumptions reflected in our forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond our control. In particular, the factors discussed in this report and detailed under Part II. Item 1A. Risk Factors and our Annual Report on Form 10-K for the year ended December 31, 2025, could affect our actual results and cause our actual results to differ materially from expectations, estimates or assumptions expressed, forecasted or implied in such forward-looking statements.
Factors that could cause the outcomes to differ materially include (but are not limited to) the following:
•changes in supply and demand levels for oil, natural gas and natural gas liquids and the resulting impact on the price for those commodities;
•the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions;
•actions taken by the members of OPEC and its non-OPEC allies (“OPEC+”) affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments;
•changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates, inflation rates, or instability in the financial sector;
•regional supply and demand factors, including delays, curtailment delays or interruptions of production on our mineral and royalty acreage, or governmental orders, rules or regulations that impose production limits on such acreage;
•federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations;
•physical and transition risks relating to climate change and changing political and social perspectives on climate change and other environmental, social and governance factors;
•risks from our cash dividend policy and uncertainties over our future dividends;
•restrictions on the use of water, including limits on the use of produced water by our operators and a moratorium on new produced water well permits imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin;
•significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges;
•changes in U.S. energy, environmental, monetary and trade policies, including with respect to tariffs or other trade barriers and any resulting trade tensions;
•conditions in the capital, financial and credit markets, including the availability and pricing of capital for drilling and development by our limited number of operators and our ability to replace operators in time of bankruptcy or default;
•changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services impacting our operators;
•the inherent uncertainties over our estimated reserves, the development of our proved undeveloped reserves or the yield from project areas on our properties;
v
•the geographical concentration of our producing properties and reserves in the Permian Basin and in a small number of producing horizons;
•changes in safety, health, environmental, tax and other regulations or requirements impacting us or our operators (including those addressing air emissions, water management, or the impact of global climate change);
•security threats, including cybersecurity threats and disruptions to our business from breaches of Diamondback’s information technology systems, or from breaches of information technology systems of our operators or third parties with whom we transact business;
•lack of, or disruption in, access to adequate and reliable electrical power, internet and telecommunication infrastructure, information and computer systems, transportation, processing, storage and other facilities impacting our operators;
•severe weather conditions and natural disasters;
•geopolitics, regional conflicts, acts of war or terrorist acts and the governmental or military response thereto;
•changes in the financial strength of counterparties to the Revolving Credit Facility (as defined below) and hedging contracts of our operating subsidiary;
•our substantial indebtedness and changes in our credit rating;
•failure to develop or acquire additional reserves and identify, complete or integrate acquisitions such as the recently completed Riverbend Acquisition (as defined below), the McElroy Ranch Acquisition (as defined below) or the Pending Buckhorn Acquisition (as defined below);
•our operational dependence on, and control by, Diamondback and potential conflicts of interest thereof; and
•other risks and factors disclosed under Part II. Item 1A. Risk Factors and our Annual Report on Form 10-K for the year ended December 31, 2025.
In light of these factors, the events anticipated by our forward-looking statements may not occur at the time anticipated or at all. Moreover, new risks emerge from time to time. We cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements we may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this report. All forward-looking statements speak only as of the date of this report or, if earlier, as of the date they were made. We do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless required by applicable law.
vi
ITEM 1. FINANCIAL STATEMENTS
Viper Energy, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions, except per share amounts, shares in thousands) | |||||||||||||||||||||||
| Operating income: | |||||||||||||||||||||||
| Oil income | $ | $ | $ | $ | |||||||||||||||||||
| Natural gas income | |||||||||||||||||||||||
| Natural gas liquids income | |||||||||||||||||||||||
| Royalty income | |||||||||||||||||||||||
| Lease bonus income | |||||||||||||||||||||||
| Lease bonus income—related party | |||||||||||||||||||||||
| Other operating income | |||||||||||||||||||||||
| Total operating income | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Production and ad valorem taxes | |||||||||||||||||||||||
| Depreciation, depletion, and amortization | |||||||||||||||||||||||
| Impairment | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| General and administrative expenses—related party | |||||||||||||||||||||||
Other operating expenses | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) on derivative instruments, net | ( | ( | |||||||||||||||||||||
Other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Provision for (benefit from) income taxes | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | ( | ||||||||||||||||||||||
| Net income (loss) attributable to Viper Energy, Inc. | $ | $ | ( | $ | $ | ||||||||||||||||||
| Net income (loss) attributable to common shares: | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ||||||||||||||||||
Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
1
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In millions, except par values and share data) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Royalty income receivable (net of allowance for credit losses) | |||||||||||
| Royalty income receivable—related party | |||||||||||
Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property: | |||||||||||
Oil and natural gas properties: | |||||||||||
Proved properties | |||||||||||
Unproved properties | |||||||||||
| Other property, equipment and land | |||||||||||
| Accumulated depletion, depreciation, amortization and impairment | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Deferred income taxes (net of allowances) | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accrued liabilities | $ | $ | |||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings (accumulated deficit) | ( | ( | |||||||||
| Total Viper Energy, Inc. stockholders’ equity | |||||||||||
| Non-controlling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
2
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Provision for (benefit from) deferred income taxes | ( | ( | |||||||||
| Depreciation, depletion, and amortization | |||||||||||
| Impairment | |||||||||||
| (Gain) loss on derivative instruments, net | ( | ||||||||||
| Net cash receipts (payments) on derivatives | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Royalty income receivable | ( | ( | |||||||||
| Royalty income receivable—related party | ( | ||||||||||
| Accrued liabilities | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
Acquisitions of oil and natural gas properties | ( | ( | |||||||||
| Acquisitions of oil and natural gas properties—related party | ( | ( | |||||||||
Proceeds from sale of oil and natural gas properties | |||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt | |||||||||||
Repayments of debt | ( | ( | |||||||||
| Net proceeds from public offering | |||||||||||
| Repurchases of shares of Class A Common Stock as part of the repurchase program | ( | ( | |||||||||
| Repurchases of OpCo Units as part of the repurchase program | ( | ||||||||||
| Dividends to stockholders | ( | ( | |||||||||
| Dividends to Diamondback | ( | ( | |||||||||
| Dividends to other non-controlling interest | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid | $ | ( | $ | ( | |||||||
| Cash paid for income taxes, net of refunds: | |||||||||||
Federal | $ | ( | $ | ( | |||||||
State | $ | ( | $ | ( | |||||||
| Supplemental disclosure of non-cash transactions: | |||||||||||
| Class A Common Stock issued for acquisition | $ | ( | $ | ( | |||||||
| OpCo Units issued for acquisitions | $ | $ | ( | ||||||||
| OpCo Units issued to related party | $ | ( | $ | ( | |||||||
See accompanying notes to condensed consolidated financial statements.
3
Viper Energy, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
Common Stock(1) | |||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-Controlling Interest | Total | ||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | ||||||||||||||||||||||||||||||||||
| (In millions, shares in thousands) | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Repurchases of shares of Class A Common Stock under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Repurchases of OpCo Units and cancellation of Class B Common Stock under repurchase program | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Exchange of Class B Common Stock and OpCo Units to Class A Common Stock | ( | — | ( | ||||||||||||||||||||||||||||||||
| Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends to Diamondback | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Dividends to other non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | ( | — | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of shares of Class A Common Stock under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Exchange of Class B Common Stock and OpCo Units to Class A Common Stock | ( | — | ( | ||||||||||||||||||||||||||||||||
| Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends to Diamondback | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Dividends to other non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Other | — | — | — | ( | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ||||||||||||||||||||||||||||||||||
| Common shares issued for acquisition | — | — | — | ||||||||||||||||||||||||||||||||
| OpCo Units issued to related party | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchases of shares of Class A Common Stock under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Exchange of Class B Common Stock and OpCo Units to Class A Common Stock | ( | — | ( | ||||||||||||||||||||||||||||||||
| Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends to Diamondback | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Dividends to other non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
(1)The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero during the periods presented.
See accompanying notes to condensed consolidated financial statements.
4
Viper Energy, Inc.
Condensed Consolidated Statements of Stockholders’ Equity - (Continued)
(Unaudited)
Common Stock(1) | |||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-Controlling Interest | Total | ||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | ||||||||||||||||||||||||||||||||||
| (In millions, shares in thousands) | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Common shares issued for acquisition | — | — | — | — | — | ||||||||||||||||||||||||||||||
| OpCo Units issued for acquisition | — | — | — | — | |||||||||||||||||||||||||||||||
| Net proceeds from the issuance of Common Stock | — | — | — | ||||||||||||||||||||||||||||||||
| Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends to Diamondback | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Dividends to other non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | ( | — | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Common shares issued to related party | — | — | — | — | — | ||||||||||||||||||||||||||||||
| OpCo Units issued to related party | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchases of shares of Class A Common Stock under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends to Diamondback | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Dividends to other non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Common shares issued for acquisition | — | — | |||||||||||||||||||||||||||||||||
| OpCo Units issued for acquisition | — | — | — | — | |||||||||||||||||||||||||||||||
| Repurchases of shares of Class A Common Stock under repurchase program | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Exchange of Class B Common Stock and OpCo Units to Class A Common Stock | ( | — | ( | — | |||||||||||||||||||||||||||||||
| Dividends to stockholders | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Dividends to Diamondback | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Dividends to other non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | ( | — | |||||||||||||||||||||||||||||||
| Other | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
(1)The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero during the periods presented.
See accompanying notes to condensed consolidated financial statements.
5
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Viper Energy, Inc. is a publicly traded Delaware corporation. Viper (as defined below) and its consolidated subsidiaries are focused on owning and acquiring mineral interests and royalty interests in oil and natural gas properties primarily in the Permian Basin.
On August 19, 2025, upon completion of the Sitio Acquisition (as defined and discussed in Note 4—Acquisitions and Divestitures), VNOM Sub, Inc. (formerly known as Viper Energy, Inc., “Former Viper”) became a wholly owned subsidiary of Viper Energy, Inc. (formerly known as New Cobra Pubco, Inc., “New Viper”), as a result of a merger contemplated by the documents governing the Sitio Acquisition (such merger, the “Viper PubCo Merger”).
Upon completion of the Viper PubCo Merger, each share of Former Viper’s Class A common stock, par value $0.000001 per share, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger (other than certain excluded shares) was canceled and automatically converted into one share of New Viper Class A common stock, par value $0.000001 per share, and each share of Former Viper’s Class B common stock, par value $0.000001 per share, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger was automatically canceled and converted into one share of New Viper’s Class B common stock, par value $0.000001 per share.
On December 23, 2025, the Company completed an internal reorganization (the “Reorganization”), pursuant to which, among other things, each outstanding OpCo Unit of Viper Energy Partners LLC, a Delaware limited liability company and Viper’s operating subsidiary (“Old OpCo”), was converted into an equivalent OpCo Unit issued by a newly formed subsidiary of Viper, VNOM Holding Company LLC (“New OpCo”).
References in the accompanying condensed consolidated financial statements and related notes thereto to “Viper” refer to (A) New Viper following the Viper PubCo Merger, and (B) Former Viper prior to the Viper PubCo Merger. References to the “Company,” “our company,” “we,” “our,” “us” or like terms refer collectively to Viper and its consolidated subsidiaries.
References to the “Operating Company” or “OpCo” refer to (A) New OpCo following the Reorganization, and (B) Old OpCo prior to the Reorganization. References to “OpCo Units” are to the units representing limited liability company interests in the Operating Company.
As of September 30, 2026, Viper, through its subsidiaries, owned approximately 52.4 % of the outstanding OpCo Units and was the managing member of OpCo.
The Company is a subsidiary of Diamondback. References to “Diamondback” refer collectively to it and its subsidiaries other than the Company. As neither Viper nor its subsidiaries have any employees, Diamondback provides personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to a services and secondment agreement.
As of September 30, 2026, Diamondback beneficially owned approximately 39.6 % of the outstanding voting power of the Company’s Common Stock on a fully diluted basis after giving effect to the outstanding TWR Class B Option (as defined and discussed in Note 7—Stockholders’ Equity).
Basis of Presentation
The accompanying condensed consolidated financial statements and related notes thereto were prepared in accordance with GAAP. All material intercompany balances and transactions have been eliminated upon consolidation. The Company reports its operations in one reportable segment.
These condensed consolidated financial statements have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC. They reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally
6
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
included in financial statements prepared in accordance with GAAP have been omitted pursuant to SEC rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the Company’s most recent Annual Report on Form 10–K for the fiscal year ended December 31, 2025, which contains a summary of the Company’s significant accounting policies and other disclosures.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
Certain amounts included in or affecting the Company’s condensed consolidated financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the condensed consolidated financial statements are prepared. Actual results could differ from those estimates.
Related Party Transactions
Royalty Income Receivable
As of September 30, 2026 and December 31, 2025, Diamondback, either directly or through its consolidated subsidiaries, owed the Company $19 million and $88 million, respectively, for royalty income received from third parties for the Company’s production, which had not yet been remitted to the Company.
Lease Bonus Income
Diamondback and its subsidiaries paid the Company $5 million of lease bonus income for eight new leases covering 148 acres in Martin, Midland and Pecos Counties, Texas during the nine months ended September 30, 2026. Lease bonus income from Diamondback for the three months ended September 30, 2026 was immaterial . Diamondback paid the Company $17 million of lease bonus income for 10 new leases covering 1,948 acres in Howard, Martin and Reagan Counties, Texas during the three months ended September 30, 2025 and $17 million of lease bonus income for 13 new leases covering 1,961 acres in Howard, Martin, Midland and Reagan Counties, Texas during the nine months ended September 30, 2025.
Other Related Party Transactions
See Note 4—Acquisitions and Divestitures for significant related party acquisitions of oil and natural gas properties.
See Note 7—Stockholders’ Equity for further details regarding equity transactions with related parties.
All other significant related party transactions with Diamondback or its affiliates have been stated on the face of the condensed consolidated financial statements.
7
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Accrued Liabilities
Accrued liabilities consist of the following as of the dates indicated:
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
(In millions) | |||||||||||
| Interest payable | $ | $ | |||||||||
| Ad valorem taxes payable | |||||||||||
| Derivative settlements payable | |||||||||||
| 2026 WTI Contingent Liability | |||||||||||
| Deferred consideration payable | |||||||||||
| Other | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
Recent Accounting Pronouncements
Recently Adopted Pronouncements
There were no new accounting pronouncements adopted during the three and nine months ended September 30, 2026.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses,” which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.
The Company considers the applicability and impact of all ASUs. ASUs not discussed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained from third-party purchasers by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.
8
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following tables disaggregate the Company’s revenue from oil, natural gas and natural gas liquids by revenue generated from production on properties operated by Diamondback and revenue generated from production on properties operated by third parties:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
Revenue Generated from Diamondback Operated Properties | Revenue Generated from Third-Party Operated Properties | Total | Revenue Generated from Diamondback Operated Properties | Revenue Generated from Third-Party Operated Properties | Total | ||||||||||||||||||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Natural gas income | |||||||||||||||||||||||||||||||||||||||||||||||
| Natural gas liquids income | |||||||||||||||||||||||||||||||||||||||||||||||
| Total royalty income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
Revenue Generated from Diamondback Operated Properties | Revenue Generated from Third-Party Operated Properties | Total | Revenue Generated from Diamondback Operated Properties | Revenue Generated from Third-Party Operated Properties | Total | ||||||||||||||||||||||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Oil income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Natural gas income | |||||||||||||||||||||||||||||||||||||||||||||||
| Natural gas liquids income | |||||||||||||||||||||||||||||||||||||||||||||||
| Total royalty income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
4. ACQUISITIONS AND DIVESTITURES
2026 Activity
Pending Buckhorn Acquisition
On September 14, 2026, the Company and Viper Energy Partners LP, an indirect wholly owned subsidiary of the Company, entered into a definitive purchase and sale agreement to acquire, from third-party sellers, mineral and royalty interests representing approximately 1,552 net royalty acres in the Permian Basin for aggregate consideration consisting of (i) approximately $280 million in cash, subject to customary closing adjustments, and (ii) 1,844,168 shares of Class A Common Stock (the “Pending Buckhorn Acquisition”). The Pending Buckhorn Acquisition is expected to close during the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.
McElroy Ranch Acquisition
In two separate but related transactions in September 2026, the Company acquired, from third-party sellers, mineral and royalty interests representing approximately 7,359 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $529 million, subject to customary post-closing adjustments and including certain transaction costs and $49 million of deferred consideration payable in equal quarterly installments through June 2029 (collectively, the “McElroy Ranch Acquisition”). Approximately $16 million of the deferred consideration payable is reflected in the caption “Accrued liabilities” on the Company’s condensed consolidated balance sheet at September 30, 2026, and approximately $33 million is reflected in the caption “Other long-term liabilities.” The Company funded the initial cash consideration for the transactions through a combination of cash on hand and borrowings under the Company’s Revolving Credit Facility (as defined and discussed in Note 6—Debt).
9
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
2026 Drop Down
On September 1, 2026, the Company, as parent, and Viper Energy Partners LP, as buyer, acquired approximately 1,000 net royalty acres in the Permian Basin from Diamondback and related subsidiaries in exchange for 3,815,459
The Company issued the shares of Class B Common Stock in the 2026 Drop Down in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.
The 2026 Drop Down was accounted for as a transaction between entities under common control with the acquired properties recorded at Diamondback’s historical carrying value of $126 million in the Company’s condensed consolidated balance sheet.
Riverbend Acquisition
On July 1, 2026, the Company and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C., an entity owning certain mineral and royalty interests, from Riverbend Oil & Gas IX (AIV), L.L.C. and ROG IX, L.L.C. (collectively, “Riverbend”) for consideration consisting of (i) approximately $347 million in cash, including certain transaction costs, and (ii) 3,691,796 shares of the Company’s Class A Common Stock, in each case, subject to customary post-closing adjustments (the “Riverbend Acquisition”).
The mineral and royalty interests acquired in the Riverbend Acquisition represent approximately 2,772 net royalty acres in the Permian Basin with expected next 12 months’ average oil production of approximately 2,000 BO/d.
The Company funded the cash portion of the Riverbend Acquisition through a combination of cash on hand and borrowings under the Company’s Revolving Credit Facility.
Divestiture of Non-Permian Assets
On February 9, 2026, the Company divested all of its non-Permian assets, including those acquired from Sitio Royalties Corp. (“Sitio”), to an affiliate of GRP Energy Capital LLC and Warwick Capital Partners LLP for net cash proceeds of approximately $610 million, subject to transaction costs and customary post-closing adjustments (the “Non-Permian Divestiture”). The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with then-current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used (i) to repay the Company’s $500 million Term Loan (as defined and discussed in Note 6—Debt) in full, (ii) to fully repay $90 million of then-outstanding borrowings under the Revolving Credit Facility, and (iii) for general corporate purposes.
Other Acquisitions
During the nine months ended September 30, 2026, the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing approximately 631 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $112 million, subject to customary post-closing adjustments. Additionally, during the nine months ended September 30, 2026, the Company acquired mineral and royalty interests from Diamondback representing approximately 59 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $12 million, subject to customary post-closing adjustments.
2025 Significant Activity
Sitio Acquisition
On August 19, 2025, the Company completed a series of transactions in which New Viper acquired Sitio, Sitio Royalties Operating Partnership, LP (“Sitio OpCo”) and their respective subsidiaries, pursuant to the Agreement and Plan of Merger, dated June 2, 2025, by and among Former Viper, the Operating Company, Sitio, Sitio OpCo, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (the “Sitio Acquisition”). The Sitio Acquisition was an all-equity transaction valued at approximately $4.0 billion, including transaction costs, customary post-closing adjustments and the partial retirement
10
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
of Sitio’s net debt of approximately $1.2 billion. The Company funded the retirement of Sitio’s net debt through a combination of cash on hand, proceeds from the issuance of the Guaranteed Senior Notes and borrowings under the Term Loan (as defined and discussed in Note 6—Debt).
As part of the Sitio Acquisition, New Viper issued 38,536,236 shares of Class A Common Stock, 35,619,951 shares of Class B Common Stock and 35,619,951 OpCo Units.
The mineral and royalty interests acquired in the Sitio Acquisition represent approximately 25,300 net royalty acres in the Permian Basin and approximately 9,000 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins, for a total of approximately 34,300 net royalty acres. The non-Permian mineral and royalty interests acquired in the Sitio Acquisition were subsequently divested as discussed above in “—Divestiture of Non-Permian Assets”.
The Sitio Acquisition was accounted for as an asset acquisition in accordance with ASC 805.
2025 Drop Down
On May 1, 2025, the Company acquired all of the issued and outstanding equity interests of certain Diamondback subsidiaries for consideration consisting of (i) approximately $873 million in cash, including customary post-closing adjustments, and (ii) the issuance of 69,626,640
The mineral and royalty interests acquired in the 2025 Drop Down represented approximately 24,446 net royalty acres in the Permian Basin, 69 % of which were operated by Diamondback, and had an average net royalty interest of approximately 2.2 % and then-current oil production of approximately 17,097 BO/d (the “Endeavor Mineral and Royalty Interests”). The Endeavor Mineral and Royalty Interests include interests in horizontal wells comprised of 5,574 gross proved developed production wells (of which approximately 32 % are operated by Diamondback), 116 gross completed wells and 394 gross drilled but uncompleted wells, all of which are principally concentrated in the Midland Basin, with the balance located primarily in the Delaware and Williston basins.
The Company funded the cash consideration for the 2025 Drop Down with a portion of the proceeds from the 2025 Equity Offering (as defined and discussed in Note 7—Stockholders’ Equity) and borrowings under the Revolving Credit Facility. The 2025 Drop Down was accounted for as a transaction between entities under common control, with the Endeavor Mineral and Royalty Interests recorded at the seller’s historical carrying value in the Company’s condensed consolidated balance sheet.
For more discussion of the Company’s acquisitions completed during 2025, see Note 4—Acquisitions and Divestitures in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
11
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
5. OIL AND NATURAL GAS PROPERTIES
Oil and natural gas properties include the following for the periods presented:
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
(In millions) | |||||||||||
Oil and natural gas properties: | |||||||||||
Proved properties | $ | $ | |||||||||
Unproved properties(1) | |||||||||||
Gross oil and natural gas properties | |||||||||||
| Accumulated depletion | ( | ( | |||||||||
| Accumulated impairment | ( | ( | |||||||||
| Oil and natural gas properties, net | |||||||||||
| Other property, equipment and land | |||||||||||
| Accumulated depreciation | ( | ||||||||||
| Total property and equipment, net | $ | $ | |||||||||
(1)Unevaluated properties not subject to depletion under full cost pool accounting.
As of September 30, 2026, and December 31, 2025, the Company had mineral and royalty properties representing approximately 98,098 and 96,003 net royalty acres, respectively.
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. No impairment expense was recorded on the Company’s proved oil and natural gas properties for the three and nine months ended September 30, 2026 based on the results of its ceiling tests. The Company recorded a non-cash ceiling test impairment of $360
6. DEBT
Long-term debt consisted of the following as of the dates indicated:
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| $ | $ | ||||||||||
| Term Loan | |||||||||||
| Revolving Credit Facility | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Unamortized discount costs | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
The Revolving Credit Facility
On June 12, 2026, the Company, as the parent guarantor, and VNOM Sub, Inc., as a guarantor, entered into the first amendment to the former credit agreement (the “2025 Revolving Credit Facility” and as amended, the “Revolving Credit Agreement”) with Viper Energy Partners LP, as borrower, the lenders and other guarantors named therein and Wells Fargo
12
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Bank, National Association, as administrative agent, which among other things (i) increased the total commitments provided by the credit facility under the Revolving Credit Agreement from $1.50 billion to $2.00 billion (such facility, the “Revolving Credit Facility”), and (ii) extended the maturity date from June 12, 2030, to June 12, 2031. As of September 30, 2026, there was $810 million in outstanding borrowings and $1.19 billion available for future borrowings under the Revolving Credit Facility. The weighted average interest rates on the Revolving Credit Facility were 5.20 % and 5.83 % for the three months ended September 30, 2026 and 2025, respectively, and 5.19 % and 6.21 % for the nine months ended September 30, 2026 and 2025, respectively.
As of September 30, 2026, the Company was in compliance with all financial maintenance covenants under the Revolving Credit Agreement.
Term Loan
On July 23, 2025, in connection with the Sitio Acquisition, Former Viper, as guarantor, entered into a $500 million term loan credit agreement with the Operating Company, as borrower, and Goldman Sachs Bank USA, as administrative agent (the “Term Loan”). On August 19, 2025, the Term Loan was fully drawn and New Viper became a co-guarantor of the Term Loan. On February 13, 2026, the Term Loan was repaid in full using proceeds from the Non-Permian Divestiture.
7. STOCKHOLDERS’ EQUITY
At September 30, 2026, the Company had a total of 193,043,950 168,551,337 6,746,384
Members of New OpCo (other than the Company and its wholly owned subsidiaries) have the right, subject to certain limitations, to require the Company to redeem all or a portion of the shares of the Company’s Class B Common Stock held by such member, together with an equal number of OpCo Units (one share of Class B Common Stock together with one OpCo Unit) in exchange for an equivalent number of shares of the Company’s Class A Common Stock. In lieu of any such redemption, the Company may, in its sole discretion and subject to the approval of the Audit Committee of the Company’s board of directors, offer to purchase some or all of the tendered shares of Class B Common Stock and OpCo Units for cash subject to the terms and conditions included in the Amended and Restated Limited Liability Company Agreement of New OpCo. TWR IV may exchange its OpCo Units directly for an equivalent number of shares of the Company’s Class A Common Stock, and any OpCo Units so exchanged will reduce the number of shares of Class B Common Stock subject to the TWR Class B Option.
2026 Secondary Offering
On March 4, 2026, the Company completed a secondary public offering with Diamondback, EnCap Energy Capital Fund X, L.P. (“EnCap”), TWR IV, Opps IX Source Holdings PT, L.P. (“Source Holdings”) and Opps IX Source Holdings II PT, L.P. (“Source Holdings II” and together with Source Holdings, the “Sitio OpCo Former Equity Holders”) (all selling stockholders collectively, the “Selling Stockholders”) and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”) (the “2026 Secondary Offering”). The 2026 Secondary Offering authorized the Selling Stockholders to sell an aggregate of (i) 17,391,304 shares of Class A Common Stock, and (ii) up to 2,608,696 shares of Class A Common Stock upon exercise of the Underwriters’ option to purchase additional shares of Class A Common Stock from certain Selling Stockholders at the public offering price of $45.90 per share, less underwriting discounts and commissions (the “Underwriter Option”). To effect the offering, (i) Diamondback, EnCap and the Sitio OpCo Former Equity Holders collectively exchanged 14,044,018 14,044,018 shares of the Company’s Class A Common Stock, and (ii) TWR IV exchanged 3,347,286
On March 19, 2026, the Underwriters exercised a portion of the Underwriter Option and purchased an additional 954,809 shares of Class A Common Stock (the “Shoe Exercise”). To effect the offering of additional shares pursuant to the Shoe Exercise, Diamondback and the Sitio OpCo Former Equity Holders collectively exchanged 954,809 954,809 shares of the Company’s Class A Common Stock. Viper did not receive any proceeds from the sale of shares in the 2026 Secondary Offering or the Shoe Exercise. Pursuant to the Company’s registration rights agreements, the Company paid all expenses relating to the registration,
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Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
offering and listing of the shares sold in the 2026 Secondary Offering and Shoe Exercise, except that the Selling Stockholders paid the discounts and commissions of the Underwriters, any transfer taxes and certain attorneys’ fees.
The following table presents the beneficial ownership of Common Stock and OpCo Units as of September 30, 2026:
| As of September 30, 2026 | |||||||||||||||||||||||
Shares of Common Stock Beneficially Owned | Percentage Ownership(1) | OpCo Units Beneficially Owned | Percentage Ownership | ||||||||||||||||||||
Public equity holders of Class A Common Stock | % | % | |||||||||||||||||||||
Viper and subsidiaries | |||||||||||||||||||||||
Diamondback and subsidiaries | |||||||||||||||||||||||
Sitio OpCo Former Equity Holders | |||||||||||||||||||||||
TWR IV(1) | |||||||||||||||||||||||
EnCap | |||||||||||||||||||||||
Total Ownership(1) | % | % | |||||||||||||||||||||
(1)On a fully diluted basis, assuming TWR IV exercises the TWR Class B Option.
2025 Equity Offering
On February 3, 2025, the Company completed an underwritten public offering of 28,336,000 shares of Class A Common Stock, at a price to the public of $44.50 per share for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). The Company used the net proceeds from the 2025 Equity Offering to fund the cash consideration for certain acquisitions and for general corporate purposes.
Repurchase Program
On February 18, 2026, the Company’s board of directors increased the authorization under the Company’s repurchase program to $1.75 billion, excluding excise tax.
During the three months ended September 30, 2026, the Company repurchased approximately $90 million of its Class A Common Stock. During the nine months ended September 30, 2026, the Company repurchased approximately (i) $272 million of its Class A Common Stock, and (ii) $46 million of its OpCo Units related to the repurchase of 1,000,000 OpCo Units from affiliates of Oaktree Capital Management, L.P. (“Oaktree”) in conjunction with the 2026 Secondary Offering. Concurrently, a corresponding number of shares of the Company’s Class B Common Stock owned by Oaktree were canceled. The Company repurchased approximately $90 million and $100 million of its Class A Common Stock during the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, approximately $923 million remained available under the repurchase program, excluding excise tax.
Cash Dividends
The board of directors of the Company has established a dividend policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to holders of the OpCo Units. Historically, Viper has in turn distributed all or a portion of the available cash it receives from the Operating Company to holders of its Class A Common Stock through base and variable dividends that take into account capital returned to stockholders via its repurchase program. During 2025 and the first half of 2026, the Company had committed to return at least 75 % of cash available for distribution each quarter to investors. Beginning in the third quarter of 2026, the Company removed the previous return of capital threshold and increased its annual base dividend to $2.00 per share of Class A Common Stock. The annual dividend will be payable in quarterly installments of $0.50 per share of Class A Common Stock beginning with the dividend payable for the third quarter of 2026. Future dividends on Class A Common Stock are not required and are at the discretion of the board of directors, who may change the dividend policy at any time.
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Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following table presents information regarding cash dividends paid during the periods presented (in millions except per share amounts):
| Distributions | ||||||||||||||||||||||||||||||||||||||||||||
| Period | Amount per OpCo Unit | Operating Company Distributions to Non-Controlling Interests | Amount per Class A Common Share | Class A Common Stockholders | Declaration Date | Class A Common Stockholder Record Date | Payment Date | |||||||||||||||||||||||||||||||||||||
2026 | ||||||||||||||||||||||||||||||||||||||||||||
Q4 2025 | $ | $ | $ | $ | February 18, 2026 | March 5, 2026 | March 12, 2026 | |||||||||||||||||||||||||||||||||||||
| Q1 2026 | $ | $ | $ | $ | April 29, 2026 | May 14, 2026 | May 21, 2026 | |||||||||||||||||||||||||||||||||||||
Q2 2026 | $ | $ | $ | $ | July 30, 2026 | August 13, 2026 | August 20, 2026 | |||||||||||||||||||||||||||||||||||||
2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Q4 2024 | $ | $ | $ | $ | January 30, 2025 | March 6, 2025 | March 13, 2025 | |||||||||||||||||||||||||||||||||||||
| Q1 2025 | $ | $ | $ | $ | May 1, 2025 | May 15, 2025 | May 22, 2025 | |||||||||||||||||||||||||||||||||||||
| Q2 2025 | $ | $ | $ | $ | July 31, 2025 | August 14, 2025 | August 21, 2025 | |||||||||||||||||||||||||||||||||||||
Change in Ownership of Consolidated Subsidiaries
Non-controlling interest in the accompanying condensed consolidated financial statements represents the ownership interests of Diamondback, Sitio OpCo Former Equity Holders, TWR IV and EnCap in the net assets of the Operating Company. The non-controlling interests’ relative ownership in the Operating Company can change when transactions impacting the Operating Company’s outstanding equity occur. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.
The following table summarizes the changes in the Company’s stockholders’ equity due to changes in ownership interest of subsidiaries during the period:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net income (loss) attributable to the Company | $ | $ | ( | $ | $ | ||||||||||||||||||
| Transfers from the non-controlling interest: | |||||||||||||||||||||||
| Increase in additional paid-in capital due to exchange of Class B Common Stock and OpCo Units into shares of Class A Common Stock | |||||||||||||||||||||||
Other transfers to the non-controlling interest, net | ( | ( | |||||||||||||||||||||
| Change from net income (loss) attributable to the Company’s stockholders and transfers with non-controlling interest | $ | $ | ( | $ | $ | ||||||||||||||||||
8. EARNINGS PER COMMON SHARE
The net income (loss) per common share on the condensed consolidated statements of operations is based on the net income (loss) attributable to the Company’s Class A Common Stock for the three and nine months ended September 30, 2026, and 2025.
Basic and diluted earnings per common share are calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of Class A Common Stock and participating securities. Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average shares of Class A Common Stock outstanding during the period. Diluted net income (loss) per common share gives effect, when applicable, to unvested restricted stock units and performance restricted stock units granted under the LTIP.
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Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(In millions, except per share amounts, shares in thousands) | |||||||||||||||||||||||
| Net income (loss) attributable to the period | $ | $ | ( | $ | $ | ||||||||||||||||||
Less: distributed and undistributed earnings allocated to participating securities(1) | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Potential common shares issuable(2) | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Net income (loss) per common share, basic | $ | $ | ( | $ | $ | ||||||||||||||||||
| Net income (loss) per common share, diluted | $ | $ | ( | $ | $ | ||||||||||||||||||
(1)Unvested restricted stock units and performance restricted stock units that contain non-forfeitable dividend equivalent rights are considered participating securities and are therefore included in the earnings per share calculation pursuant to the two-class method.
(2)For the three months ended September 30, 2026 and the nine months ended September 30, 2026 and 2025, there were no 48,573 potential common shares were excluded from the computation of diluted earnings per common share because their inclusion would have been anti-dilutive as a result of recording a net loss attributable to the common shareholders for the period.
9. INCOME TAXES
The following table provides the Company’s provision for (benefit from) income taxes and the effective income tax rate for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(In millions, except for tax rate) | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | $ | $ | ( | $ | $ | ||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The Company’s effective income tax rate for the nine months ended September 30, 2026, differed from the amount computed by applying the United States federal statutory tax rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and changes to the estimated deferred taxes recognized in connection with the closing of the Sitio Acquisition. The Company’s effective income tax rates for the three months ended September 30, 2026 and the three and nine months ended September 30, 2025, differed from the amounts computed by applying the United States federal statutory tax rate to pre-tax income for the periods primarily due to net income attributable to the non-controlling interest.
During the nine months ended September 30, 2026, the Company recognized an $84 million increase in its deferred tax asset through additional paid-in capital, including $61 million in connection with the 2026 Secondary Offering.
10. DERIVATIVES
All derivative financial instruments are recorded at fair value. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the
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Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
cash and non-cash changes in fair value in the condensed consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”
Commodity Contracts
The Company historically has used fixed price swap contracts, fixed price basis swap contracts, deferred premium puts, roll swaps and costless collars with corresponding put and call options to reduce price volatility associated with certain of its royalty income.
By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company has entered into commodity derivative instruments only with counterparties that are also lenders under the Revolving Credit Facility, each of whom has been deemed an acceptable credit risk. As such, collateral is not required from either the counterparties or the Company on its outstanding commodity derivative contracts. Market risks involved in the Company’s use of derivative instruments relate to its potential inability to realize the benefits of any increases in commodity prices above the prices established by its derivative contracts.
As of September 30, 2026, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.
| Swaps | Collars | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement Month | Settlement Year | Type of Contract | Bbls/MMBtu Per Day | Index | Weighted Average Differential | Weighted Average Floor Price | Weighted Average Ceiling Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OIL | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oct. - Dec. | 2026 | Roll Swaps | WTI Cushing | $ | $— | $— | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NATURAL GAS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oct. - Dec. | 2026 | Basis Swaps(1) | Waha Hub | $( | $— | $— | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan. - Dec. | 2027 | Basis Swaps(1) | Waha Hub | $( | $— | $— | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oct. - Dec. | 2026 | Costless Collar | Henry Hub | $— | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)The Company’s fixed price basis swaps for natural gas are for the spread between the Waha Hub natural gas price and the Henry Hub natural gas price. The weighted average differential for the natural gas basis swap contracts represents the amount of reduction to the Waha Hub natural gas price for the notional volumes covered by the contracts.
| Puts | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement Month | Settlement Year | Type of Contract | Bbls Per Day | Index | Average Strike Price | Average Deferred Premium | ||||||||||||||||||||||||||||||||||||||||||||
| OIL | ||||||||||||||||||||||||||||||||||||||||||||||||||
Oct. - Dec. | 2026 | Puts | WTI Cushing | $ | $( | |||||||||||||||||||||||||||||||||||||||||||||
Jan. - Mar. | 2027 | Puts | WTI Cushing | $ | $( | |||||||||||||||||||||||||||||||||||||||||||||
Apr. - Jun. | 2027 | Puts | WTI Cushing | $ | $( | |||||||||||||||||||||||||||||||||||||||||||||
Jul. - Sep. | 2027 | Puts | WTI Cushing | $ | $( | |||||||||||||||||||||||||||||||||||||||||||||
| Oct. - Dec. | 2027 | Puts | WTI Cushing | $ | $( | |||||||||||||||||||||||||||||||||||||||||||||
Oct. - Dec. | 2026 | Basis Puts | WTI - Brent | $( | $( | |||||||||||||||||||||||||||||||||||||||||||||
Contingent Liability
The Company completed multiple acquisitions during 2024 with TWR IV, TWR IV SellCo Parent, LLC, Tumbleweed-Q Royalties, LLC, MC TWR Royalties, LP and MC TWR Intermediate, LLC. The terms of these acquisitions included provisions for contingent cash consideration based on the average price of WTI sweet crude oil prompt month futures contracts for the calendar year 2025 (the “2026 WTI Contingent Liability”), which resulted in the Company making an aggregate payment of $20 million in January 2026. The changes in fair value of the 2026 WTI Contingent Liability were
17
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
recognized in “Gain (loss) on derivative instruments, net” on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2025.
Balance Sheet Offsetting of Derivative Assets and Liabilities
The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. Changes in the fair value of the Company’s derivative instruments are recognized in “Gain (loss) on derivative instruments, net” on the Company’s condensed consolidated statements of operations. See Note 11—Fair Value Measurements for further details.
Gains and Losses on Derivative Instruments
The following table summarizes the gains and losses on derivative instruments included in the condensed consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Gain (loss) on derivative instruments, net: | |||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| 2026 WTI Contingent Liability | |||||||||||||||||||||||
| Treasury locks | |||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net cash receipts (payments) on derivatives: | |||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | $ | $ | ||||||||||||||||||
| Treasury locks | |||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | ||||||||||||||||||
11. FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As discussed in Note 11—Fair Value Measurements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, certain assets and liabilities are reported at fair value on a recurring basis on the Company’s condensed consolidated balance sheets, including the Company’s commodity derivative instruments and in 2025, the 2026 WTI Contingent Liability.
The fair values of the Company’s commodity derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes and time to maturity. The net amounts are classified as current or noncurrent based on their anticipated settlement dates. The fair value of the 2026 WTI Contingent Liability was estimated using observable market data and a Monte Carlo pricing model, which are considered Level 2 inputs in the fair value hierarchy.
18
Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
The following tables provide (i) the condensed consolidated balance sheet captions where the Company’s commodity derivative instrument assets and liabilities and for 2025, the 2026 WTI Contingent Liability are recorded, (ii) fair value measurement information, (iii) the gross amounts of recognized assets and liabilities, (iv) the amounts offset under master netting arrangements with counterparties, and (v) the resulting net amounts presented in the Company’s condensed consolidated balance sheets as of September 30, 2026, and December 31, 2025:
| As of September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total Gross Fair Value | Gross Amounts Offset in Balance Sheet | Net Fair Value Presented in Balance Sheet | ||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other assets | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Other current liabilities | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Other long-term liabilities | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total Gross Fair Value | Gross Amounts Offset in Balance Sheet | Net Fair Value Presented in Balance Sheet | ||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Other current liabilities | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Accrued liabilities (2026 WTI Contingent Liability) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other long-term liabilities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Assets and Liabilities Not Recorded at Fair Value
The following table provides the fair value of financial instruments that are not recorded at fair value in the condensed consolidated balance sheets:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Debt | $ | $ | $ | $ | |||||||||||||||||||
The fair values of the Revolving Credit Facility and at December 31, 2025, the Term Loan, approximate their carrying values based on borrowing rates available to the Company for bank loans with similar terms and maturities and are classified as Level 2 in the fair value hierarchy. The fair values of the Guaranteed Senior Notes were determined using the quoted market price at each period end, a Level 1 classification in the fair value hierarchy.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include mineral and royalty interests acquired in asset acquisitions.
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Viper Energy, Inc.
Notes to the Condensed Consolidated Financial Statements - (Continued)
(Unaudited)
Fair Value of Financial Assets
The Company has other financial instruments consisting of cash and cash equivalents, royalty income receivables, income tax receivables, certain prepaid expenses and other current assets, accrued liabilities and income taxes payable. The carrying value of these instruments approximates their fair values because of the short-term nature of the instruments.
12. COMMITMENTS AND CONTINGENCIES
The Company is a party to various routine legal proceedings, disputes and claims from time to time arising in the ordinary course of its business. While the ultimate outcome of the pending proceedings, disputes or claims and any resulting impact on the Company cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records accrued liabilities for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.
13. SUBSEQUENT EVENTS
Cash Dividend
On October 30, 2026, our board of directors approved a cash dividend for the third quarter of 2026 of $0.50 per share of Class A Common Stock and $0.73 per OpCo Unit, in each case, payable on November 19, 2026, to holders of record at the close of business on November 12, 2026.
14. SEGMENT INFORMATION
The Company is managed on a consolidated basis as a single operating and reportable segment which is focused on owning and acquiring mineral and royalty interests primarily in the Permian Basin. The Company’s operating segment primarily derives its revenue from customers through the receipt of royalty income on the sale of oil and natural gas products as well as other immaterial service contracts. See Note 3—Revenue from Contracts with Customers for further discussion of the Company’s sources of revenue.
The Company’s Chief Operating Decision Maker (“CODM”), a senior executive committee that is comprised of the Company’s Chief Executive Officer and President, uses the Company’s condensed consolidated financial results to assess performance, allocate resources and make key operating decisions, obtaining the board’s approval as required. The measures of segment profit or loss and total assets utilized by the CODM are net income and total assets, as reported on the condensed consolidated statements of operations and the condensed consolidated balance sheets, respectively. The significant expense categories, their amounts and other segment items that are regularly provided to the CODM are those that are reported in the Company’s condensed consolidated statements of operations.
The CODM uses consolidated net income as a measure of profitability to evaluate segment performance and to make capital allocation decisions such as reinvestment in the business or return of capital through the payment of dividends under the dividend policy or repurchases under the share repurchase program.
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto presented in this report as well as our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. See Part II. Item 1A. Risk Factors, Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 and Cautionary Statement Regarding Forward-Looking Statements.
Overview
We are a publicly traded Delaware corporation focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. We operate in one reportable segment.
Recent Developments
Pending Buckhorn Acquisition
On September 14, 2026, we and Viper Energy Partners LP entered into a definitive purchase and sale agreement to acquire, from third-party sellers, mineral and royalty interests representing approximately 1,552 net royalty acres in the Permian Basin for aggregate consideration consisting of (i) approximately $280 million in cash, subject to customary closing adjustments, and (ii) 1,844,168 shares of Class A Common Stock. The Pending Buckhorn Acquisition is expected to close during the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.
McElroy Ranch Acquisition
In two separate but related transactions in September 2026, we acquired, from third-party sellers, mineral and royalty interests representing approximately 7,359 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $529 million, subject to customary post-closing adjustments and including certain transaction costs and $49 million of deferred consideration payable in equal quarterly installments through June 2029.
2026 Drop Down
On September 1, 2026, we acquired approximately 1,000 net royalty acres in the Permian Basin from Diamondback and related subsidiaries in exchange for the 2026 Drop Down Equity Issuance, subject to transaction costs and customary post-closing adjustments.
Riverbend Acquisition
On July 1, 2026, we and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C. from Riverbend for consideration consisting of (i) approximately $347 million in cash, including certain transaction costs, and (ii) 3,691,796 shares of our Class A Common Stock, in each case, subject to customary post-closing adjustments. The mineral and royalty interests acquired in the Riverbend Acquisition represent approximately 2,772 net royalty acres in the Permian Basin with expected next 12 months’ average oil production of approximately 2,000 BO/d.
2026 Secondary Offering
On March 4, 2026, we completed the 2026 Secondary Offering, which authorized the Selling Stockholders to sell an aggregate of (i) 17,391,304 shares of Class A Common Stock, and (ii) up to an additional 2,608,696 shares of Class A Common Stock at the public offering price of $45.90 per share. On March 19, 2026, the Underwriters exercised a portion of the Underwriter Option and purchased an additional 954,809 shares of Class A Common Stock. We did not receive any proceeds from the 2026 Secondary Offering or the Shoe Exercise.
21
Divestiture of Non-Permian Assets
On February 9, 2026, we completed the Non-Permian Divestiture for net cash proceeds of approximately $610 million, subject to transaction costs and customary post-closing adjustments. The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with then-current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used to (i) repay the $500 million Term Loan in full, (ii) fully repay $90 million of then-outstanding borrowings under our Revolving Credit Facility, and (iii) for general corporate purposes.
At September 30, 2026, our footprint of mineral and royalty interests totaled approximately 98,098 net royalty acres, approximately 38% of which are operated by Diamondback.
See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional information on our acquisitions and divestitures.
Commodity Prices
Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Geopolitical conflicts, tariffs or other trade barriers and any resulting trade tensions, regional and worldwide economic activity, changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, extreme weather conditions, changes in OPEC+ production levels and other substantially variable factors influence market conditions for these products. For example, as a result of the ongoing conflict in the Middle East, in 2026 the global crude oil market has shifted between supply-demand surpluses and deficits, due to material reductions in crude oil and refined products from the markets, creating additional volatility in benchmark crude oil prices compared to the prior year. These factors are beyond our control and are difficult to predict. During the nine months ended September 30, 2026 and 2025, WTI prices averaged $83.91 and $66.65 per Bbl, respectively, and Henry Hub prices averaged $3.09 and $3.48 per MMBtu, respectively.
Production and Operational Update
As of September 30, 2026, there were 104 gross rigs operating on our mineral and royalty acreage, 11 of which are operated by Diamondback. Through the third quarter, average daily oil production grew more than six percent quarter over quarter due to recent acquisitions and continued development activity from both Diamondback and our third-party operators. The McElroy Ranch Acquisition and the Pending Buckhorn Acquisition added nearly 60 net locations across two largely undeveloped assets. We now expect our full year 2026 production guidance to range from approximately 137 MBOE/d to 138 MBOE/d, compared with our prior guidance of 132.5 MBOE/d to 135 MBOE/d.
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The following table summarizes our gross well information for the third quarter ended September 30, 2026:
| Diamondback Operated | Third-Party Operated | Total | |||||||||||||||
Q3 2026 horizontal wells turned to production(1): | |||||||||||||||||
| Gross wells | 123 | 566 | 689 | ||||||||||||||
| Net 100% royalty interest wells | 11.6 | 7.4 | 19.0 | ||||||||||||||
| Average percent net royalty interest | 9.4 | % | 1.3 | % | 2.8 | % | |||||||||||
Horizontal producing well count(1): | |||||||||||||||||
| Gross wells | 4,613 | 21,834 | 26,447 | ||||||||||||||
| Net 100% royalty interest wells | 290.9 | 334.1 | 625.0 | ||||||||||||||
| Average percent net royalty interest | 6.3 | % | 1.5 | % | 2.4 | % | |||||||||||
Horizontal active development well count(1)(2): | |||||||||||||||||
| Gross wells | 303 | 1,662 | 1,965 | ||||||||||||||
| Net 100% royalty interest wells | 17.5 | 21.4 | 38.9 | ||||||||||||||
| Average percent net royalty interest | 5.8 | % | 1.3 | % | 2.0 | % | |||||||||||
Line of sight wells(1)(3): | |||||||||||||||||
| Gross wells | 370 | 1,034 | 1,404 | ||||||||||||||
| Net 100% royalty interest wells | 22.5 | 13.9 | 36.4 | ||||||||||||||
| Average percent net royalty interest | 6.1 | % | 1.3 | % | 2.6 | % | |||||||||||
(1)Average lateral length normalized to 10,000 feet.
(2)The total 1,965 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months.
(3)The total 1,404 gross line-of-sight wells are those that are not currently in the process of active development, but for which we have reason to believe will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third-party operators or Diamondback’s current expected completion schedule. Existing permits or active development of our royalty acreage does not ensure that those wells will be turned to production given the volatility in oil prices.
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Results of Operations
Comparison of the Three Months Ended September 30, 2026, and June 30, 2026
The following table summarizes our income and expenses for the periods indicated:
| Three Months Ended | |||||||||||
| September 30, 2026 | June 30, 2026 | ||||||||||
(In millions) | |||||||||||
| Operating income: | |||||||||||
| Oil income | $ | 557 | $ | 582 | |||||||
| Natural gas income | 19 | 1 | |||||||||
| Natural gas liquids income | 80 | 75 | |||||||||
| Royalty income | 656 | 658 | |||||||||
| Lease bonus income | 4 | 11 | |||||||||
| Lease bonus income—related party | — | 4 | |||||||||
| Other operating income | 1 | 4 | |||||||||
| Total operating income | 661 | 677 | |||||||||
| Costs and expenses: | |||||||||||
| Production and ad valorem taxes | 44 | 43 | |||||||||
| Depreciation, depletion, and amortization | 206 | 195 | |||||||||
| General and administrative expenses | 5 | 5 | |||||||||
| General and administrative expenses—related party | 7 | 6 | |||||||||
| Total costs and expenses | 262 | 249 | |||||||||
| Income (loss) from operations | 399 | 428 | |||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | (30) | (24) | |||||||||
| Gain (loss) on derivative instruments, net | (31) | — | |||||||||
| Other income (expense), net | 1 | (1) | |||||||||
| Total other income (expense), net | (60) | (25) | |||||||||
| Income (loss) before income taxes | 339 | 403 | |||||||||
| Provision for (benefit from) income taxes | 39 | 72 | |||||||||
| Net income (loss) | 300 | 331 | |||||||||
| Net income (loss) attributable to non-controlling interest | 160 | 189 | |||||||||
| Net income (loss) attributable to Viper Energy, Inc. | $ | 140 | $ | 142 | |||||||
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The following table summarizes our production data, average sales prices and average costs for the periods indicated:
| Three Months Ended | |||||||||||
| September 30, 2026 | June 30, 2026 | ||||||||||
| Production data: | |||||||||||
| Oil (MBbls) | 6,355 | 5,922 | |||||||||
| Natural gas (MMcf) | 19,799 | 18,949 | |||||||||
| Natural gas liquids (MBbls) | 3,331 | 3,147 | |||||||||
Combined volumes (MBOE)(1) | 12,986 | 12,227 | |||||||||
| Average daily oil volumes (BO/d) | 69,076 | 65,077 | |||||||||
| Average daily combined volumes (BOE/d) | 141,152 | 134,363 | |||||||||
| Average prices: | |||||||||||
| Oil ($/Bbl) | $ | 87.65 | $ | 98.28 | |||||||
| Natural gas ($/Mcf) | $ | 0.96 | $ | 0.05 | |||||||
| Natural gas liquids ($/Bbl) | $ | 24.02 | $ | 23.83 | |||||||
Combined price ($/BOE)(2) | $ | 50.52 | $ | 53.82 | |||||||
Oil, hedged ($/Bbl)(3) | $ | 86.55 | $ | 96.42 | |||||||
Natural gas, hedged ($/Mcf)(3) | $ | 0.66 | $ | 1.48 | |||||||
Natural gas liquids ($/Bbl)(3) | $ | 24.02 | $ | 23.83 | |||||||
Combined price, hedged ($/BOE)(3) | $ | 49.51 | $ | 55.12 | |||||||
| Average costs ($/BOE): | |||||||||||
| Production and ad valorem taxes | $ | 3.39 | $ | 3.52 | |||||||
| General and administrative - cash component | 0.69 | 0.65 | |||||||||
| Total operating expense - cash | $ | 4.08 | $ | 4.17 | |||||||
| General and administrative - non-cash stock compensation expense | $ | 0.23 | $ | 0.25 | |||||||
| Interest expense, net | $ | 2.31 | $ | 1.96 | |||||||
| Depreciation, depletion, and amortization | $ | 15.86 | $ | 15.95 | |||||||
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Realized price net of all deducts for gathering, transportation and processing.
(3)Hedged prices reflect the impact of cash settlements of our matured commodity derivative transactions on our average sales prices.
Significant changes in our revenues and expenses between the third quarter of 2026 and the second quarter of 2026 are discussed further below.
Royalty Income. Our royalty income is a function of oil, natural gas and natural gas liquids production volumes sold and average prices received for those volumes.
Royalty income decreased by $2 million during the third quarter of 2026 compared to the second quarter of 2026. This net decrease consisted of a $49 million reduction attributable to lower average commodity prices received primarily for our oil production, largely offset by an additional $47 million due to a 6% increase in our production.
Approximately 54% of the growth in production was attributable to the Riverbend Acquisition and 16% was attributable to the other acquisitions. The remainder of the increase in production was largely attributable to organic growth during the third quarter. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional discussion of our acquisitions.
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Production and Ad Valorem Taxes. The following table presents production and ad valorem taxes for the periods indicated:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2026 | June 30, 2026 | ||||||||||||||||||||||||||||||||||
Amount (In millions) | Per BOE | Percentage of Royalty Income | Amount (In millions) | Per BOE | Percentage of Royalty Income | ||||||||||||||||||||||||||||||
| Production taxes | $ | 34 | $ | 2.62 | 5.2 | % | $ | 34 | $ | 2.78 | 5.2 | % | |||||||||||||||||||||||
| Ad valorem taxes | 10 | 0.77 | 1.5 | 9 | 0.74 | 1.3 | |||||||||||||||||||||||||||||
| Total production and ad valorem taxes | $ | 44 | $ | 3.39 | 6.7 | % | $ | 43 | $ | 3.52 | 6.5 | % | |||||||||||||||||||||||
In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Both production taxes and ad valorem taxes as a percentage of royalty income remained consistent in the third quarter of 2026 compared to the second quarter of 2026.
Depreciation, Depletion, and Amortization. Depreciation, depletion, and amortization expense increased by $11 million in the third quarter of 2026 compared to the second quarter of 2026 primarily due to growth in production volumes.
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Comparison of the Nine Months Ended September 30, 2026, and 2025
The following table summarizes our income and expenses for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
(In millions) | |||||||||||
| Operating income: | |||||||||||
| Oil income | $ | 1,567 | $ | 774 | |||||||
| Natural gas income | 36 | 40 | |||||||||
| Natural gas liquids income | 207 | 110 | |||||||||
| Royalty income | 1,810 | 924 | |||||||||
| Lease bonus income | 29 | 19 | |||||||||
| Lease bonus income—related party | 5 | 17 | |||||||||
| Other operating income | 5 | — | |||||||||
| Total operating income | 1,849 | 960 | |||||||||
| Costs and expenses: | |||||||||||
| Production and ad valorem taxes | 122 | 65 | |||||||||
| Depreciation, depletion, and amortization | 607 | 373 | |||||||||
| Impairment | — | 360 | |||||||||
| General and administrative expenses | 18 | 12 | |||||||||
| General and administrative expenses—related party | 18 | 11 | |||||||||
| Other operating expenses | 4 | 25 | |||||||||
| Total costs and expenses | 769 | 846 | |||||||||
| Income (loss) from operations | 1,080 | 114 | |||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | (81) | (60) | |||||||||
| Gain (loss) on derivative instruments, net | (13) | 21 | |||||||||
Other income (expense), net | (1) | (33) | |||||||||
| Total other income (expense), net | (95) | (72) | |||||||||
| Income (loss) before income taxes | 985 | 42 | |||||||||
| Provision for (benefit from) income taxes | 139 | 2 | |||||||||
| Net income (loss) | 846 | 40 | |||||||||
| Net income (loss) attributable to non-controlling interest | 467 | 5 | |||||||||
| Net income (loss) attributable to Viper Energy, Inc. | $ | 379 | $ | 35 | |||||||
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The following table summarizes our production data, average sales prices and average costs for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Production data: | |||||||||||
| Oil (MBbls) | 18,127 | 11,765 | |||||||||
| Natural gas (MMcf) | 56,836 | 32,008 | |||||||||
| Natural gas liquids (MBbls) | 9,377 | 5,293 | |||||||||
Combined volumes (MBOE)(1) | 36,977 | 22,393 | |||||||||
| Average daily oil volumes (BO/d) | 66,399 | 43,095 | |||||||||
| Average daily combined volumes (BOE/d) | 135,447 | 82,026 | |||||||||
| Average prices: | |||||||||||
| Oil ($/Bbl) | $ | 86.45 | $ | 65.79 | |||||||
| Natural gas ($/Mcf) | $ | 0.63 | $ | 1.25 | |||||||
| Natural gas liquids ($/Bbl) | $ | 22.08 | $ | 20.78 | |||||||
Combined price ($/BOE)(2) | $ | 48.95 | $ | 41.26 | |||||||
Oil, hedged ($/Bbl)(3) | $ | 85.18 | $ | 65.02 | |||||||
Natural gas, hedged ($/Mcf)(3) | $ | 1.44 | $ | 2.16 | |||||||
Natural gas liquids ($/Bbl)(3) | $ | 22.08 | $ | 20.78 | |||||||
Combined price, hedged ($/BOE)(3) | $ | 49.57 | $ | 42.16 | |||||||
| Average costs ($/BOE): | |||||||||||
| Production and ad valorem taxes | $ | 3.30 | $ | 2.90 | |||||||
| General and administrative - cash component | 0.76 | 0.80 | |||||||||
| Total operating expense - cash | $ | 4.06 | $ | 3.70 | |||||||
| General and administrative - non-cash stock compensation expense | $ | 0.22 | $ | 0.22 | |||||||
| Interest expense, net | $ | 2.19 | $ | 2.68 | |||||||
| Depreciation, depletion, and amortization | $ | 16.42 | $ | 16.66 | |||||||
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Realized price net of all deducts for gathering, transportation and processing.
(3)Hedged prices reflect the impact of cash settlements of our matured commodity derivative transactions on our average sales prices.
Significant changes in our revenues and expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, are discussed further below.
Royalty Income. Our royalty income is a function of oil, natural gas and natural gas liquids production volumes sold and average prices received for those volumes.
Royalty income increased $886 million during the nine months ended September 30, 2026, compared to the same period in 2025. This net increase consisted of an additional $534 million from the 65% growth in production and an additional $352 million primarily from higher average oil prices received for our production during the nine months ended September 30, 2026 compared to the same period in 2025.
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Approximately 57% of the production growth was attributable to the Sitio Acquisition and 33% was attributable to the 2025 Drop Down. The remainder of the increase in production was primarily from organic growth between periods. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional discussion of our acquisitions.
Production and Ad Valorem Taxes. The following table presents production and ad valorem taxes for the periods indicated:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
2026 | 2025 | ||||||||||||||||||||||||||||||||||
Amount (In millions) | Per BOE | Percentage of Royalty Income | Amount (In millions) | Per BOE | Percentage of Royalty Income | ||||||||||||||||||||||||||||||
| Production taxes | $ | 94 | $ | 2.54 | 5.2 | % | $ | 46 | $ | 2.05 | 5.0 | % | |||||||||||||||||||||||
| Ad valorem taxes | 28 | 0.76 | 1.5 | 19 | 0.85 | 2.0 | |||||||||||||||||||||||||||||
| Total production and ad valorem taxes | $ | 122 | $ | 3.30 | 6.7 | % | $ | 65 | $ | 2.90 | 7.0 | % | |||||||||||||||||||||||
In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Production taxes as a percentage of royalty income remained consistent in the nine months ended September 30, 2026, compared to the same period in 2025.
Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Ad valorem taxes as a percentage of royalty income for the nine months ended September 30, 2026 decreased from the same period in 2025 due primarily to current valuations reflecting lower 2025 commodity prices.
Depreciation, Depletion, and Amortization. The $234 million increase in depreciation, depletion, and amortization expense for the nine months ended September 30, 2026, compared to the same period in 2025 was primarily driven by production growth between the periods.
Impairment. No impairment expense was recorded for the nine months ended September 30, 2026. In the third quarter of 2025, we recorded a non-cash ceiling test impairment charge of $360 million due to the carrying value of our proved reserves exceeding their estimated future net cash flows utilizing the SEC’s methodology and pricing at September 30, 2025. The excess value resulted primarily from recording properties acquired in the 2025 Drop Down at Diamondback’s historical carrying value, which exceeded the value calculated in the ceiling test using the SEC Prices at September 30, 2025.
Interest Expense, Net. Interest expense, net increased $21 million for the nine months ended September 30, 2026, compared to the same period in 2025 primarily due to (i) $48 million in additional expense incurred for our Guaranteed Senior Notes, and (ii) a decrease of $6 million in interest income, which were partially offset by interest cost savings of approximately $32 million due to the early redemption of the Notes.
Provision for (Benefit from) Income Taxes. The $137 million increase in income tax expense for the nine months ended September 30, 2026, compared to the same period in 2025 primarily resulted from an increase in pre-tax income attributable to Viper due largely to the 2025 period including the non-cash ceiling test impairment charge discussed above, and changes to the estimated deferred taxes recognized in 2026 in connection with the closing of the Sitio Acquisition.
Net Income (Loss) Attributable to Non-Controlling Interest. The $462 million increase in net income attributable to non-controlling interest for the nine months ended September 30, 2026, compared to the same period in 2025 was primarily due to (i) an increase in net income as discussed above, and (ii) changes in the non-controlling interest in the Operating Company resulting from the 2026 Drop Down Equity Issuance, 2025 Drop Down Equity Issuance and the issuance of OpCo Units to fund the Sitio Acquisition, which were partially offset by a dilution of the non-controlling interest following the 2025 Equity Offering and the 2026 Secondary Offering.
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Liquidity and Capital Resources
Overview of Sources and Uses of Cash
As we pursue our business and financial strategy, we regularly consider which capital resources, including cash flow and equity and debt financings, are available to meet our future financial obligations and liquidity requirements. Our future ability to grow proved reserves will be highly dependent on the capital resources available to us. Historically, our primary sources of liquidity have been cash flow from operations, equity and debt offerings, borrowings under our Revolving Credit Facility, term loan agreements and proceeds from sales of non-core assets. Our primary uses of cash have been dividends to our stockholders, Operating Company distributions to the holders of OpCo Units, repayments of debt, capital expenditures for the acquisition of our mineral and royalty interests in oil and natural gas properties, including the recently completed McElroy Ranch Acquisition, 2026 Drop Down and Riverbend Acquisition and repurchases of our Common Stock and OpCo Units.
Our working capital requirements are supported by our cash and cash equivalents and our Revolving Credit Facility. At September 30, 2026, we had $1.20 billion of liquidity consisting of $10 million in cash and cash equivalents and $1.19 billion in available borrowings under our Revolving Credit Facility. See “—Capital Resources” below for additional discussions of changes in our sources of cash.
We may draw on our Revolving Credit Facility to meet short-term cash requirements, including the Pending Buckhorn Acquisition, or issue debt or equity securities as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements.
In order to mitigate volatility in oil and natural gas prices, we have entered into commodity derivative contracts as discussed further in Note 10—Derivatives of the notes to the condensed consolidated financial statements.
Cash Flows
The following table presents our cash flows for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
(In millions) | |||||||||||
| Net cash provided by (used in) operating activities | $ | 1,262 | $ | 654 | |||||||
| Net cash provided by (used in) investing activities | (364) | (2,357) | |||||||||
| Net cash provided by (used in) financing activities | (901) | 2,119 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | (3) | $ | 416 | |||||||
Operating Activities
Our operating cash flow is sensitive to many variables, the most significant of which are the volatility of prices for oil and natural gas and the volumes of oil, natural gas and natural gas liquids sold by our operators. The increase in net cash provided by operating activities during the nine months ended September 30, 2026, compared to the same period in 2025 was primarily driven by an increase in royalty income, which was partially offset by (i) changes in our working capital accounts including the timing of when accounts receivable are collected and when payments are made on accrued liabilities, and (ii) an increase in certain cash payments, including for production and ad valorem taxes, interest on our debt, and federal taxes. See “—Results of Operations” for discussion of significant changes in our income and expenses.
Investing Activities
Net cash used in investing activities during the nine months ended September 30, 2026, was primarily related to acquisitions of oil and natural gas properties, which were partially offset by proceeds received from the Non-Permian Divestiture. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional information on these transactions.
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Net cash used in investing activities during the nine months ended September 30, 2025, was primarily related to acquisitions of oil and natural gas properties from third parties, including the partial retirement of approximately $1.2 billion of Sitio’s outstanding debt as part of the consideration for the Sitio Acquisition, and the 2025 Drop Down.
Financing Activities
Net cash used in financing activities during the nine months ended September 30, 2026, was primarily attributable to (i) $790 million of dividends and dividend equivalent rights paid to holders of our OpCo Units and our Class A Common Stock, (ii) $500 million paid to retire the Term Loan, and (iii) $318 million of securities repurchases under our repurchase program, which were partially offset by borrowings, net of repayments, of $705 million on our Revolving Credit Facility.
Net cash provided by financing activities during the nine months ended September 30, 2025, was primarily attributable to (i) net proceeds from the issuance of the Guaranteed Senior Notes of $1.6 billion, (ii) proceeds of $1.2 billion from the 2025 Equity Offering, and (iii) net proceeds from the Term Loan of $500 million. These cash inflows were partially offset by (i) net repayments of $101 million on the 2025 Revolving Credit Facility, (ii) $427 million paid to retire the outstanding principal and redemption premium of the 7.375% Senior Notes due 2031 and $50 million paid to redeem a portion of the 5.375% Senior Notes due 2027 prior to their satisfaction and discharge, (iii) $512 million of dividends and dividend equivalent rights paid to holders of the OpCo Units and our Class A Common Stock, and (iv) $100 million of repurchases as part of the share repurchase program.
Capital Resources
The Revolving Credit Facility
On June 12, 2026, the Company, as the parent guarantor, and VNOM Sub, Inc., as a guarantor, entered into a first amendment to the Revolving Credit Agreement with Viper Energy Partners LP, as borrower, the lenders and other guarantors named therein and Wells Fargo Bank, National Association, as administrative agent, which among other things, (i) increased the total commitments under the Revolving Credit Agreement from $1.50 billion to $2.00 billion, and (ii) extended the maturity date from June 12, 2030, to June 12, 2031. We had $810 million in outstanding borrowings and $1.19 billion of availability on the Revolving Credit Facility at September 30, 2026. See Note 6—Debt of the notes to the condensed consolidated financial statements for additional discussions of our debt.
Capital Requirements
Repurchases of Securities
On December 10, 2025, our board of directors expanded the repurchase program to include repurchases of our Class B Common Stock and OpCo Units in addition to our previously authorized Class A Common Stock. On February 18, 2026, our board of directors also approved an increase in our repurchase program authorization from $750 million to $1.75 billion, excluding the 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022. Since the inception of our repurchase program through October 30, 2026, we have repurchased an aggregate of 24,139,149 shares of our Class A Common Stock and 2,000,000 shares of our Class B Common Stock and OpCo Units for a total cost of $844 million, excluding any applicable excise tax, leaving approximately $906 million for future repurchases under the repurchase program. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of our stock repurchase program.
Third Quarter 2026 Cash Dividends and Return of Capital Update
The Operating Company will pay a cash distribution for the third quarter of 2026 in accordance with its distribution policy of $0.73 per OpCo Unit on November 19, 2026, to eligible holders of record at the close of business on November 12, 2026.
In addition to repurchases under our repurchase program, we will pay a cash dividend for the third quarter of 2026 of $0.50 per share of Class A Common Stock payable on November 19, 2026, to eligible holders of record at the close of business on November 12, 2026.
We expect to continue paying quarterly cash dividends in respect of our Class A Common Stock and OpCo Units. However, beginning in the third quarter of 2026, we transitioned away from our previous commitment to return at least 75% of cash available for distribution each quarter and increased our annual base dividend to $2.00 per share of Class A Common
31
Stock. The annual dividend will be payable in quarterly installments of $0.50 per share of Class A Common Stock. Future dividends on Class A Common Stock and stock repurchases are not required and are at the discretion of the board of directors, who may change the dividend policy and/or share repurchase program at any time. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of the repurchase program and dividends.
Supplemental Guarantor Disclosure
The Guaranteed Senior Notes are fully and unconditionally guaranteed by each of Former Viper and New Viper. Following the Reorganization, Viper Energy Partners LP became the issuer of the Guaranteed Senior Notes.
The Guaranteed Senior Notes and the guarantees are obligations of the issuer and the guarantors that (i) are senior unsecured obligations and rank equally in right of payment with all of their respective existing and future senior indebtedness, including obligations under the Revolving Credit Facility, (ii) rank senior in right of payment to any of their respective future indebtedness that is expressly subordinated in right of payment to the Guaranteed Senior Notes or the guarantees, as applicable, (iii) are effectively subordinated to any of their respective existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and (iv) are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of subsidiaries that are not obligors under the Guaranteed Senior Notes.
In the event of bankruptcy, liquidation, reorganization or other winding up of the issuer or a guarantor or upon a default in payment with respect to, or the acceleration of, any senior secured indebtedness of the issuer or a guarantor, the assets that secure such senior secured indebtedness will be available to pay obligations on the Guaranteed Senior Notes and the guarantees only after all obligations under such senior secured indebtedness have been repaid in full from such assets. There may not be sufficient assets remaining to pay amounts due on any or all of the Guaranteed Senior Notes then outstanding and the guarantees.
The obligations of the guarantors under the guarantees are limited in a manner designed to prevent the guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law, although no assurance can be given that a court would give the holder the benefit of such provision. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including contingent liabilities) of such guarantor, and, depending on the amount of such indebtedness, the guarantor’s liability on such guarantee could be reduced to zero.
In accordance with Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s condensed consolidated financial statements, the parent guarantee is “full and unconditional,” except that such guarantee will be released or terminated in certain circumstances set forth in the indentures governing the Guaranteed Senior Notes, and, subject to certain exceptions, the alternative disclosures specified in Rule 13-01 are provided, which include narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the issuer have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the issuer because the assets, liabilities and results of operations of the issuer are not materially different than the corresponding amounts in our condensed consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
Critical Accounting Estimates
There have been no changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 2—Summary of Significant Accounting Policies of the notes to the condensed consolidated financial statements for recent accounting pronouncements not yet adopted, if any.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Other than the repayment and termination of the Term Loan in the first quarter of 2026 and interest rate risk related to the increased borrowings on the Revolving Credit Facility, information about market risks for the nine months ended September 30, 2026 did not differ materially from that disclosed in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we have established disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
As of September 30, 2026, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. See Note 12—Commitments and Contingencies of the notes to the condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Our business faces many risks. Any of the risks discussed in this report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially impair our business operations, financial condition or future results.
As of the date of this filing, we continue to be subject to the risk factors previously disclosed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
On September 14, 2026, we and Viper Energy Partners LP entered into a definitive purchase and sale agreement to acquire, from third-party sellers, mineral and royalty interests representing approximately 1,552 net royalty acres in the Permian Basin for aggregate consideration consisting of (i) approximately $280 million in cash, subject to customary closing adjustments, and (ii) 1,844,168 shares of Class A Common Stock. The Pending Buckhorn Acquisition has not yet closed and is expected to close during the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. We will issue the shares of Class A Common Stock at the closing of the Pending Buckhorn Acquisition in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.
On July 1, 2026, we and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C. representing approximately 2,772 net royalty acres in the Permian Basin from Riverbend for consideration consisting of (i) approximately $347 million in cash, including certain transaction costs, and (ii) 3,691,796 shares of Class A Common Stock, in each case, subject to customary post-closing adjustments. We issued the shares of Class A Common Stock at the closing of the Riverbend Acquisition in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering.
Issuer Purchases of Equity Securities
Our Class A Common Stock repurchase activity for the three months ended September 30, 2026, was as follows:
| Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share(2) | Total Number of Shares Purchased as Part of Publicly Announced Plan | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan(1)(3) | ||||||||||||||||||||||
| (In millions, except per share amounts and shares in ones) | ||||||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 669,367 | $ | 42.82 | 669,367 | $ | 984 | ||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | 1,035,285 | $ | 43.46 | 1,035,285 | $ | 939 | ||||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 379,780 | $ | 42.14 | 379,780 | $ | 923 | ||||||||||||||||||||
| Total | 2,084,432 | $ | 43.01 | 2,084,432 | ||||||||||||||||||||||
(1)On December 10, 2025, our board of directors approved expanding the repurchase program to include repurchases of Class B Common Stock and OpCo Units. The Class B Common Stock and OpCo Units are not registered securities pursuant to Section 12 of the Exchange Act and as such repurchases of such unregistered securities are excluded from the shares listed in the table above. During March 2026, we repurchased 1,000,000 OpCo Units for an aggregate purchase price of approximately $46 million, or $45.69 per OpCo Unit, and canceled an equal number of shares of Class B Common Stock. The approximately $923 million remaining under the repurchase program for future repurchases at September 30, 2026 in the table above gives effect to such repurchase of OpCo Units.
(2)The average price paid per share includes any commissions paid to repurchase stock.
(3)On July 26, 2022, our board of directors increased the authorization under our then-in-effect repurchase program from $250 million to $750 million. On February 18, 2026, the board further increased the authorization to $1.75 billion. This repurchase program has no expiration date and remains subject to market conditions, applicable legal requirements, contractual obligations and other factors and may be suspended, modified or extended, from time to time, or may be discontinued at any time, in each case, by our board of directors.
ITEM 5. OTHER INFORMATION
Trading Arrangements
None of our directors or officers adopted terminated
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ITEM 6. EXHIBITS
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 22.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101 | The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Stockholders’ Equity, and (v) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
______________
| * | Filed herewith. | ||||
| ** | The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. | ||||
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SIGNATURES
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 thereunto duly authorized.
VIPER ENERGY, INC. | |||||||||||
| Date: | November 4, 2026 | By: | /s/ Kaes Van’t Hof | ||||||||
Kaes Van’t Hof | |||||||||||
| Chief Executive Officer | |||||||||||
| Date: | November 4, 2026 | By: | /s/ Teresa L. Dick | ||||||||
| Teresa L. Dick | |||||||||||
| Chief Financial Officer | |||||||||||
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EXHIBIT 31.1
CERTIFICATION
I, Kaes Van’t Hof, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Viper Energy, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 4, 2026 | /s/ Kaes Van’t Hof | |||||||||
Kaes Van’t Hof | |||||||||||
| Chief Executive Officer | |||||||||||
Viper Energy, Inc. | |||||||||||
EXHIBIT 31.2
CERTIFICATION
I, Teresa L. Dick, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Viper Energy, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 4, 2026 | /s/ Teresa L. Dick | |||||||||
| Teresa L. Dick | |||||||||||
| Chief Financial Officer | |||||||||||
Viper Energy, Inc. | |||||||||||
EXHIBIT 32.1
CERTIFICATION OF PERIOD REPORT
In connection with the Quarterly Report on Form 10-Q of Viper Energy, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Kaes Van’t Hof, Chief Executive Officer of Viper Energy, Inc., and Teresa L. Dick, Chief Financial Officer of Viper Energy, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 4, 2026 | /s/ Kaes Van’t Hof | |||||||||
Kaes Van’t Hof | |||||||||||
| Chief Executive Officer | |||||||||||
Viper Energy, Inc. | |||||||||||
| Date: | November 4, 2026 | /s/ Teresa L. Dick | |||||||||
| Teresa L. Dick | |||||||||||
| Chief Financial Officer | |||||||||||
Viper Energy, Inc. | |||||||||||