Viper Energy, Inc. 8-K

What Happened

• On December 23, 2025, Viper Energy, Inc. (VNOM) filed an 8‑K disclosing an Omnibus Transaction Agreement that completed a reorganization of VNOM-related entities: various Merging Entities merged into Old OpCo, and Old OpCo then merged into a subsidiary of VNOM Sub, Inc., with New OpCo issuing LLC interests to former Old OpCo members.
• At the same time VNOM Sub, Inc. (as managing member) and certain counterparties — including affiliates of Diamondback Energy, Tumbleweed Royalty IV, LLC, NGU Management LLC and EnCap Energy Capital Fund X, L.P. — adopted an Amended and Restated Limited Liability Company Agreement for VNOM Holding Company LLC (the “New OpCo LLC Agreement”).

Key Details

• Date of agreements: December 23, 2025 (Omnibus Transaction Agreement and amended New OpCo LLC Agreement).
• Redemption mechanics: Members may require Viper to redeem a “Paired Unit” (one Class B common share + one New OpCo Unit) in exchange for an equal number of Class A common shares.
• Cash alternative: Instead of issuing shares, Viper may purchase some or all tendered units for cash equal to (number of Tendered Units) × (20‑day average closing price of Class A shares) × (percentage of Tendered Units settled in cash), with rounding rules for whole units.
• Exhibits filed: Omnibus Transaction Agreement and the Amended and Restated LLC Agreement were filed as exhibits to the 8‑K.

Why It Matters

• This filing documents a corporate reorganization that changes the ownership structure of VNOM operating entities and formalizes the LLC governance of the new holding company (New OpCo).
• The New OpCo LLC Agreement gives members a clear path to convert their paired economic interests into publicly traded Class A shares (or cash in specified circumstances), which could affect the number of Class A shares outstanding and the composition of public float over time.
• There are no reported financial results or executive changes in this filing; the 8‑K focuses on structural and governance changes and the mechanics for member redemptions.