--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-116606" form_type: "8-K" ticker: null cik: "0001602065" company_name: "VNOM Sub, Inc." filed_at: "2023-11-13T23:59:59+00:00" generated_at: "2026-06-08T05:12:11.130165+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Viper Energy completes conversion from LP to corporation; shares continue as VNOM on Nasdaq ## Summary - Effective Nov 13, 2023, Viper Energy Partners LP converted to Viper Energy, Inc., a Delaware corporation. - Each outstanding LP common unit became one share of Class A common stock; Class B units became Class B common stock. - Diamondback retains right to designate up to three directors and approve officer appointments while owning ≥25% of common stock. - Existing directors and officers of the general partner now serve as directors and officers of the corporation. ## SEC filing metadata - accession: 0001104659-23-116606 - form_type: 8-K - cik: 0001602065 - company_name: VNOM Sub, Inc. - filed_at: 2023-11-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 3.01, 3.03, 5.03, 8.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/tm2330431d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-116606 - JSON: https://secwatch.observer/filing/0001104659-23-116606.json - Plain text: https://secwatch.observer/filing/0001104659-23-116606.txt ## Key facts - Listing & Compliance Notices VNOM Sub, Inc. received a nasdaq delisting notice notice regarding other. - Exchange: nasdaq - Notice: delisting notice source text: notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Certificate of Conversion (the “Certificate of Conversion”) had been filed with the Secretary of State of the State of Delaware to be effective at the Effective Time. At the Effective Time, (i) each Partnership common unit issued and outstanding immediately prior to the Effective Time was converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.000001 par value per share, of the Corporation (“Class A Common Stock”), (ii) each Partnership Class B unit issued and outstanding immediately prio evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - Governance Changes VNOM Sub, Inc.: The Certificate of Incorporation became effective upon conversion from a partnership to a corporation, detailing stockholder rights, including voting rights and Diamondback director designation rights (effective 2023-11-02). - Change: charter amendment - Effective: 2023-11-02 source text: On November 2, 2023, to implement the Conversion, the General Partner filed with the Secretary of the State of Delaware, in its capacity as the Partnership's general partner, the Certificate of Corporation and, in its capacity as the sole incorporator of the Corporation, the Certificate of Incorporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - Governance Changes VNOM Sub, Inc.: The Bylaws of the Corporation became effective at the Effective Time upon conversion (effective 2023-11-02). - Change: bylaw amendment - Effective: 2023-11-02 source text: At the Effective Time, the Partnership converted to the Corporation pursuant to a Plan of Conversion (the “Plan of Conversion”), and the Certificate of Incorporation and the Bylaws of the Corporation became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - Material Agreements VNOM Sub, Inc. entered into Services Agreement with Diamondback E&P LLC (effective 2023-11-02). - Action: entry - Counterparty: Diamondback E&P LLC - Effective: 2023-11-02 source text: the Partnership and Viper Energy Partners GP LLC, the general partner of the Partnership prior to the Conversion (the “General Partner”), entered into a Services and Secondment Agreement with Diamondback E&P LLC (“Diamondback E&P”) evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - Material Agreements VNOM Sub, Inc. entered into Amended and Restated Exchange Agreement with Diamondback (effective 2023-11-10). - Action: entry - Counterparty: Diamondback - Effective: 2023-11-10 source text: ntered into a Services and Secondment Agreement with Diamondback E&P LLC (“Diamondback E&P”), a wholly owned subsidiary of Diamondback Energy, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - Material Agreements VNOM Sub, Inc. entered into Amended and Restated Tax Sharing Agreement with Diamondback (effective 2023-11-10). - Action: entry - Counterparty: Diamondback - Effective: 2023-11-10 source text: the Partnership and Diamondback entered into an Amended and Restated Tax Sharing Agreement (the “Tax Sharing Agreement”) evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm - Material Agreements VNOM Sub, Inc. entered into Amended and Restated Registration Rights Agreement with Diamondback (effective 2023-11-10). - Action: entry - Counterparty: Diamondback - Effective: 2023-11-10 source text: ntered into a Services and Secondment Agreement with Diamondback E&P LLC (“Diamondback E&P”), a wholly owned subsidiary of Diamondback Energy, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000110465923116606/0001104659-23-116606-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.