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): March 2, 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 Number)

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 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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On March 2, 2026, Viper Energy, Inc. (“Viper” or “we”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P., Tumbleweed Royalty IV, LLC, Opps IX Source Holdings PT, L.P., and Opps IX Source Holdings II PT, L.P. (the “~~Company~~Selling Stockholders”) ~~issued~~and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”). The Underwriting Agreement relates to a ~~press~~public ~~release~~offering (the ~~announcing~~“Secondary Offering”) by the ~~commencement~~Selling Stockholders of an ~~underwritten~~aggregate ~~public~~of ~~offering~~(i) 17,391,304 shares of ~~its~~ Viper’s Class A ~~Common Stock~~common stock, par value $0.000001 per share (“Class A Common Stock”), byand ~~certain~~(ii) up to 2,608,696 shares of ~~its~~Class ~~stockholders~~A (Common Stock that may be purchased by the ~~“Offering”~~Underwriters ~~and~~upon ~~such stockholders,~~exercise of the “Underwriters’ option to purchase additional shares of Class A Common Stock from certain Selling Stockholders~~”).~~ Aat ~~copy~~the public offering price of ~~such~~$45.90 ~~press~~per ~~release~~share, isless ~~attached~~underwriting asdiscounts ~~Exhibit~~and 99commissions.1 toThe ~~this Current~~Secondary ~~Report~~Offering closed on ~~Form~~March ~~8-K~~4, ~~and~~2026. isViper ~~incorporated~~did ~~herein~~not byreceive ~~reference~~any proceeds from the sale of shares in the Secondary Offering.

The ~~information~~Underwriting ~~contained~~Agreement contains customary representations, inwarranties ~~this~~and ~~Item~~agreements ~~7.01~~of ~~shall~~Viper ~~not~~and bethe ~~deemed~~Selling toStockholders beand ~~“filed”~~other ~~for~~customary ~~purposes~~obligations of ~~Section~~the 18parties ofand termination provisions. Viper and the ~~Securities~~Selling ~~Exchange~~Stockholders, in each case severally and not jointly, have agreed to indemnify the Underwriters against certain liabilities under the Securities Act of ~~1934~~1933, as amended (the “~~Exchange~~Securities Act”), or ~~otherwise~~to ~~subject~~contribute to payments the ~~liabilities~~Underwriters may be required to make because of ~~that~~any ~~section~~such liabilities. Under the Underwriting Agreement, Viper and isthe Selling Stockholders have also agreed, subject to certain exceptions, that they will not, ~~incorporated~~among byother ~~reference~~things, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for any ~~filing~~shares of ~~under~~Class A Common Stock, or publicly disclose the ~~Securities~~intention ~~Act~~to make any such offer, sale, pledge or disposition or, in the case of ~~1933~~Viper, file aswith ~~amended~~the Securities and Exchange Commission (the “SEC”) a registration statement under the Securities Act”) relating thereto, without orthe prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, for a period of 30 days from the ~~Exchange~~date of ~~Act~~the Underwriting Agreement.

~~Item~~The 8Secondary Offering was made pursuant to Viper’s effective automatic shelf registration statement on Form S-3 (File No.~~01.~~ ~~Other~~333-289863), ~~Events~~filed with the SEC on August 26, 2025 (the “Shelf Registration Statement”), and a prospectus, which consists of a base prospectus, filed with the SEC on August 26, 2025, a preliminary prospectus supplement, filed with the SEC on March 2, 2026, and a final prospectus supplement, dated March 2, 2026 (collectively, the “Prospectus”).

AsCertain ~~reported~~of inthe aUnderwriters ~~Current~~and ~~Report~~their affiliates onhave ~~Form~~provided ~~8-K~~in ~~filed~~the ~~with~~past ~~the~~to ~~U.S.~~Viper ~~Securities~~and its affiliates and ~~Exchange~~may ~~Commission~~provide ~~(“SEC”)~~from bytime to time in the ~~Company~~future oncertain ~~August~~commercial 19banking, ~~2025~~financial advisory, asinvestment ~~amended~~banking ~~on a~~and ~~Form~~other ~~8-K/A~~services ~~filed~~for ~~with~~Viper ~~the~~and ~~SEC~~such onaffiliates ~~August~~in ~~25,~~the ~~2025,~~ordinary oncourse ~~August~~of ~~19,~~their ~~2025~~business, ~~the~~for ~~Company~~which ~~consummated~~they have ~~the~~received ~~acquisition~~and ~~contemplated~~may bycontinue ~~the~~to ~~Agreement~~ receive customary fees and ~~Plan~~commissions. ofIn ~~Merger~~addition, ~~dated~~from ~~June~~time 2,to ~~2025~~time, bycertain of the Underwriters and ~~among~~their ~~VNOM~~affiliates ~~Sub,~~may ~~Inc.~~effect ~~(f/k/a~~transactions ~~Viper~~for ~~Energy,~~their ~~Inc.),~~own aaccount ~~Delaware~~or ~~corporation~~the ~~(“Old~~account ~~Viper”)~~of customers, ~~Viper~~ ~~Energy~~and ~~Partners~~hold ~~LLC,~~on abehalf ~~Delaware~~of ~~limited~~themselves ~~liability~~or ~~company~~their customers, ~~Sitio~~long ~~Royalties~~or ~~Corp.,~~short apositions ~~Delaware~~in ~~corporation,~~Viper’s ~~Sitio~~debt ~~Royalties~~or ~~Operating Partnership,~~equity LPsecurities or loans, aand ~~Delaware~~may ~~limited~~do ~~partnership,~~so in the ~~Company,~~future. ~~Cobra~~The ~~Merger~~Underwriters and ~~Sub,~~certain ~~Inc.,~~of aits ~~Delaware~~affiliates ~~corporation,~~may also make investment recommendations and/or ~~Scorpion~~publish ~~Merger~~or ~~Sub,~~express independent research views in respect ~~Inc.~~of such securities or instruments and may at any time hold, aor ~~Delaware~~recommend ~~corporation~~to ~~(the~~clients ~~“Sitio~~that ~~Acquisition”)~~they acquire, long and/or short positions in such securities and instruments.

~~Additionally,~~The aspreceding ~~reported on~~summary aof ~~Current~~the ~~Report~~Underwriting onAgreement is ~~Form~~qualified ~~8-K~~in ~~filed~~its ~~with~~entirety ~~the SEC~~ by ~~Old~~reference ~~Viper~~to ~~on May 5, 2025, on May 1, 2025, Old Viper consummated~~ the ~~transactions contemplated~~full bytext ~~the~~of ~~Equity~~such ~~Purchase Agreement~~agreement, ~~dated~~a ~~January~~copy ~~30,~~of ~~2025,~~which ~~with~~is ~~Endeavor~~attached ~~Energy~~as ~~Resources,~~Exhibit L10.~~P.,~~1 ~~1979~~hereto ~~Royalties, LP~~ and ~~1979~~incorporated ~~Royalties~~herein ~~GP,~~by ~~LLC (the “Endeavor Drop-Down”)~~reference.

~~This Current Report on Form 8-K is being filed, in part, to provide an updated pro forma statement of operations of the Company for the year ended December 31, 2025, as described in~~ Item 97.01 ~~below and which is incorporated into this Item 8~~.01 byRegulation ~~reference,~~FD giving effect to each of the Sitio Acquisition and the Endeavor Drop-Down as if each had been consummated on January 1, 2025. This Current Report on Form 8-K should be read in connection with the Company’s prior filings referenced above, which together provide a more complete description of each of the Sitio Acquisition and the Endeavor Drop-Down.Disclosure

~~Item~~On 9March 2, 2026, Viper issued a press release announcing the pricing of the Secondary Offering.01 A copy of such press release is attached as Exhibit 99.1 ~~Financial~~to ~~Statements~~this Current Report on Form 8-K and ~~Exhibits~~is incorporated herein by reference.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (bthe “Exchange Act”), ~~Pro~~or ~~Forma~~otherwise ~~Financial~~subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities ~~Information~~Act or the Exchange Act.

~~The~~Item unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2025, giving effect to each of the Endeavor Drop-Down and Sitio Acquisition, is attached as Exhibit 998.201. ~~hereto~~Other ~~and is incorporated herein by reference~~Events.

~~(d) Exhibits~~Repurchase

Number	Description
99.1	Press release dated March 2, 2026 entitled “Viper Energy Launches Secondary Common Stock Offering By Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P. and Tumbleweed Royalty IV, LLC.”
99.2	Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

In connection with the Secondary Offering, VNOM Holding Company LLC (“OpCo”), a consolidated subsidiary of Viper, entered into a unit purchase and sale agreement with certain affiliates of Oaktree Capital Management, L.P. (collectively, “Oaktree”) dated March 2, 2026, pursuant to which OpCo repurchased 1,000,000 units representing limited liability company membership interests in OpCo (“OpCo Units”) from Oaktree for a purchase price equivalent to the price received by the Selling Stockholders in connection with the Secondary Offering (the “Repurchase”). A corresponding number of shares of Viper’s Class B common stock, par value $0.000001 per share (“Class B Common Stock”), owned by Oaktree were cancelled.

~~SIGNATURE~~The Repurchase was effected pursuant to Viper’s existing $1.75 billion repurchase program, which the Viper Board of Directors expanded to also include repurchases of OpCo Units and Class B Common Stock. In addition to the OpCo Units and shares of Class B Common Stock subject to the Repurchase, as of the filing of this Current Report on Form 8-K, Viper has repurchased a total of 417,516 shares of Class A Common Stock since December 31, 2025 for a total cost of $15.6 million, leaving approximately $1.23 billion available under its $1.75 billion share repurchase authorization, in each case excluding excise tax.

~~Pursuant~~Legal toOpinion ~~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:	March 2, 2026
		By:	/s/ Teresa L. Dick
		Name:	Teresa L. Dick
		Title:	Chief Financial Officer, Executive Vice President and Assistant Secretary

In connection with the Secondary Offering, Viper is filing a legal opinion of Latham & Watkins LLP, attached as Exhibit 5.1 hereto, to incorporate such opinion by reference into the Shelf Registration Statement and into the Prospectus.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Description
5.1	Opinion of Latham & Watkins LLP.
10.1	Underwriting Agreement, dated March 2, 2026, by and among Viper Energy, Inc., Diamondback Energy, Inc., EnCap Energy Capital Fund X, L.P., Tumbleweed Royalty IV, LLC, Opps IX Source Holdings PT, L.P., and Opps IX Source Holdings II PT, L.P., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC.
23.1	Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
99.1	Press release dated March 2, 2026 entitled “Viper Energy Announces Pricing of Secondary Common Stock Offering by Diamondback Energy, Inc. and Certain Affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P.”
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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:	March 4, 2026
		By:	/s/ Teresa L. Dick
		Name:	Teresa L. Dick
		Title:	Chief Financial Officer, Executive Vice President and Assistant Secretary

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