Viper Energy Enters Material Definitive Agreement

TL;DR

Viper Energy just signed a big deal, details to come.

AI Summary

Viper Energy, Inc. announced on December 23, 2025, that it entered into a material definitive agreement. The company, formerly known as New Cobra Pubco, Inc. until June 23, 2025, is incorporated in Delaware and headquartered in Midland, Texas.

Why It Matters

This filing indicates a significant new contract or deal for Viper Energy, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks related to the terms, counterparty, and execution of the agreement.

Key Players & Entities

• Viper Energy, Inc. (company) — Registrant
• New Cobra Pubco, Inc. (company) — Former company name
• December 23, 2025 (date) — Date of earliest event reported
• June 23, 2025 (date) — Date of name change
• Midland, TX (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.000001 — f Viper Class B common stock, par value $0.000001 per share ("Class B Common Stock") held

Filing Documents

• tm2534458d1_8k.htm (8-K) — 34KB
• tm2534458d1_ex2-1.htm (EX-2.1) — 68KB
• tm2534458d1_ex10-1.htm (EX-10.1) — 310KB
• 0001104659-25-125257.txt ( ) — 648KB
• vnom-20251223.xsd (EX-101.SCH) — 3KB
• vnom-20251223_lab.xml (EX-101.LAB) — 33KB
• vnom-20251223_pre.xml (EX-101.PRE) — 22KB
• tm2534458d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement. Omnibus Agreement On December 23, 2025, Old OpCo and New OpCo entered into an Omnibus Transaction Agreement (the "Omnibus Agreement"), by and among Sitio Permian, LP, Sitio Appalachia, LP, Sitio Nuevo, LP, Sitio Anadarko, LP, Moccasin Royalty LLC, Queen Snake Royalty LLC, King Snake Royalty LLC, 1979 Royalties GP, LLC, Mamba Royalty LP, 1979 Royalties, LP and VNOM Merger Sub LP (collectively, the "Merging Entities"), Old OpCo, and solely with respect to Section 4 thereof, New OpCo, pursuant to which, among other things, (i) the Merging Entities merged with and into Old OpCo and (ii) Old OpCo merged with and into a wholly owned subsidiary of VNOM Sub, Inc. in connection with the issuance by New OpCo of limited liability company interests to the members of Old OpCo as described in the Introductory Note. The foregoing description of the Omnibus Agreement is qualified in its entirety by reference to the text of the Omnibus Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated herein by reference. New OpCo LLC Agreement In connection with the Reorganization, VNOM Sub, Inc., a wholly owned subsidiary of Viper, in its capacity as the managing member of New OpCo, along with affiliates of Diamondback Energy, Inc., Tumbleweed Royalty IV, LLC, NGU Management LLC and EnCap Energy Capital Fund X, L.P. adopted the Amended and Restated Limited Liability Company Agreement of New OpCo (the "New OpCo LLC Agreement"). The New OpCo LLC Agreement provides the members of New OpCo with substantially the same rights and obligations as such members previously held as members of Old OpCo pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Old OpCo, dated as of August 19, 2025, which was filed as Exhibit 3.4 to Viper's Current Report on Form 8-K12B (File 001-42807), filed on August 19, 2025. The New Opco LLC Agreement provides that members of New OpCo may require Viper to redee

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Number Description 2.1* Omnibus Transaction Agreement, dated as of December 23, 2025, by and among Viper Energy Partners LLC, Sitio Permian, LP, Sitio Appalachia, LP, Sitio Nuevo, LP, Sitio Anadarko, LP, Moccasin Royalty LLC, Queen Snake Royalty LLC, King Snake Royalty LLC, 1979 Royalties GP, LLC, Mamba Royalty LP, 1979 Royalties, LP, VNOM Merger Sub LP and, with respect to Section 4 only, VNOM Holding Company LLC. 10.1* Amended and Restated Limited Liability Company Agreement of VNOM Holding Company LLC, dated as of December 23, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request. 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: December 30, 2025 By: /s/ Teresa L. Dick Name: Teresa L. Dick Title: Chief Financial Officer, Executive Vice President and Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR