Viper Energy completes internal reorganization merging multiple subsidiaries into new structure

Viper Energy, Inc.

On Dec 23, 2025, Viper completed a multi-step reorganization merging Sitio LP entities, Royalty entities, and VNOM Merger Sub into its operating subsidiary.
Each outstanding LLC interest of Old OpCo was converted into an equivalent interest in New OpCo (VNOM Holding Company LLC).
The new LLC agreement provides the same rights as before, including the ability to redeem paired units for Class A common stock or cash.
The transactions are expected to be disregarded for U.S. federal income tax purposes; New OpCo will be classified as a partnership.
No additional consideration was issued; unit holders retain equivalent economic interests.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Viper Energy, Inc. entered into Omnibus Transaction Agreement with the Merging Entities and Old OpCo (effective 2025-12-23).

Action: entry
Agreement: merger
Counterparty: the Merging Entities and Old OpCo
Effective: 2025-12-23

Exact text from the filing

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.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Viper Energy, Inc. amended Amended and Restated Limited Liability Company Agreement of New OpCo with affiliates of Diamondback Energy, Inc., Tumbleweed Royalty IV, LLC, NGU Management LLC and EnCap Energy Capital Fund X, L.P..

Action: amendment
Counterparty: affiliates of Diamondback Energy, Inc., Tumbleweed Royalty IV, LLC, NGU Management LLC and EnCap Energy Capital Fund X, L.P.

Exact text from the filing

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”).

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Viper Energy, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-125257

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