Viper Energy Inc.

08/19/2025 | Press release | Distributed by Public on 08/19/2025 05:19

Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Amendments to Bylaws, Management Change/Compensation, Termination of Material Agreement (Form 8-K)

Item 1.02

Termination of a Material Definitive Agreement.

In connection with the Closing, Former Viper and New Viper entered into assignment and assumption agreements with various counterparties, pursuant to which Former Viper assigned to New Viper, and New Viper assumed from Former Viper, the following agreements:

•

Second Amended and Restated Registration Rights Agreement, dated as of November 10, 2023, effective as of November 13, 2023, by and between Viper Energy Partners LP and Diamondback Energy, Inc.;

•

Amended and Restated Registration Rights Agreement, dated as of January 30, 2025, by and among Former Viper, Tumbleweed Royalty IV, LLC and the other holders party thereto;

•

Registration Rights Agreement, dated as of February 14, 2025, by and among Former Viper and certain affiliates of Morita Ranches Minerals, LLC;

•

Exchange Agreement, dated as of February 14, 2025, by and among Former Viper, Viper Opco and certain affiliates of Morita Ranches Minerals, LLC;

•

Class B Common Stock Option Agreement, dated as of October 1, 2024, by and among Former Viper, Viper Opco and Tumbleweed Royalty IV, LLC;

•

Second Amended and Restated Exchange Agreement, dated as of October 1, 2024, by and among Former Viper, Viper Opco, Diamondback E&P LLC, Diamondback Energy, Inc. and Tumbleweed Royalty IV, LLC;

-2-

•

Services and Secondment Agreement, dated as of November 2, 2023, by and among Diamondback E&P LLC, Viper Energy Partners LP, Viper Energy Partners GP LLC and Viper Opco; and

•

Amended and Restated Tax Sharing Agreement, dated as of November 10, 2023, effective as of November 13, 2023, by and between Former Viper and Diamondback Energy, Inc.

The foregoing description of the assignment and assumption agreements does not purport to be complete and is qualified in its entirety by reference to the form of assignment and assumption agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

Prior to the Closing, shares of Former Viper Class A Common Stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the Nasdaq Stock Market ("Nasdaq"). As a result of the Mergers, all shares of Former Viper Common Stock were cancelled, and New Viper became the successor to Former Viper. Accordingly, on August 19, 2025, New Viper Class A Common Stock began trading on Nasdaq in place of Former Viper Class A Common Stock under the ticker symbol "VNOM". As a result, Former Viper Common Stock is no longer listed on Nasdaq.

Item 3.03

Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 1.01, Item 3.01 and Item 5.03 are incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Closing, each of Steven E. West, Laurie H. Argo, Spencer D. Armour, Frank C. Hu, W. Wesley Perry, James L. Rubin and Travis D. Stice ceased to be directors of Former Viper and members of any committee of Former Viper's board of directors.

As of August 19, 2025, following the completion of the Mergers, Austen Gilfillian and Matt Zmigrosky were appointed to the board of directors of Former Viper. Kaes Van't Hof remains on the board of directors of Former Viper.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Mergers, and in accordance with the terms of the Merger Agreement, on August 19, 2025, Former Viper amended and restated its certificate of incorporation and bylaws in their entirety. Copies of Former Viper's Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-Kand are incorporated herein by reference.

-3-

Viper Energy Inc. published this content on August 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on August 19, 2025 at 11:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]