Viper Energy完成此前已宣布的Diamondback矿产与特许权权益下沉交易并发行3815459股B类普通股

----- tm2624863d1_8k.htm -----
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR
15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 1, 2026
VIPER ENERGY, INC.
(Exact name of registrant as specified in its charter)
DE
001-42807
39-2596878
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 West Texas Ave.
Suite 100
Midland
,
TX
79701
(Address of principal
executive offices)
(Zip Code)
(
432
)
221-7400
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate
box below if the Form 8-K K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $ 0.000001 Par Value
VNOM
The
Nasdaq
Stock Market LLC
(NASDAQ Global Select Market)
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 3.02. Unregistered Sales of Equity
Securities.
As previously disclosed, on
August 3, 2026, Viper Energy, Inc. (the “Company”), as parent, and Viper Energy Partners LP, an indirect wholly owned subsidiary
of the Company, as buyer, entered into a definitive purchase agreement to acquire certain mineral and royalty interests from Diamondback
Energy, Inc. and related subsidiaries (the “2026 Drop Down”). On September 1, 2026, the Company completed the 2026 Drop Down,
pursuant to which the Company acquired the mineral and royalty interests in exchange for 3,815,459 units representing limited liability
company membership interests in VNOM Holding Company LLC, a consolidated subsidiary of the Company, and an
equivalent number of shares of the Company’s Class B common stock, par value $0.000001 per share (the “Class B Common Stock”).
The Company issued the shares of Class B Common Stock in reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not
involving any public offering.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
VIPER ENERGY, INC.
Date:
September 8, 2026
By:
/s/ Teresa L. Dick
Name:
Teresa L. Dick
Title:
Chief Financial Officer, Executive Vice President and Assistant Secretary