8-K12B
filed August 19, 2025, 7:59 PM ET
ticker VNOM
CIK 0002074176
M&A
confidence high
sentiment neutral
materiality 0.85
Viper Energy, Inc. (VNOM): M&A transaction — Viper Energy completes Sitio Royalties merger; exchange ratio 0.4855
Viper Energy, Inc.
- Effective Aug 19, 2025: Sitio shareholders get 0.4855 Viper shares per Sitio share; Viper shares convert 1:1.
- New Viper becomes successor issuer under Rule 12g-3(c); retains VNOM ticker on Nasdaq, new CUSIP 64361Q101.
- New Viper guarantees $500M 4.900% senior notes due 2030 and $1.1B 5.700% senior notes due 2035.
- Issued ~73.3M Viper Opco Units and ~193.1M Class B shares (exchangeable 1:1 into Class A).
- Board and executive officers unchanged from Former Viper; compensation plan and indemnification agreements adopted.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.4
Viper Energy, Inc. incurred senior notes.
- Instrument
- senior notes
- Event
- incurrence
Exact text from the filing
The information set forth under Item 1.01 under the heading “Second Supplemental Indenture” and under Item 8.01 under the headings “Revolving Credit Agreement Guarantee” and “Term Loan Credit Agreement Guarantee” is incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Viper Energy, Inc.: New Viper amended and restated its bylaws effective August 18, 2025, in connection with the Mergers (effective 2025-08-18).
- Change
- bylaw amendment
- Effective
- 2025-08-18
Exact text from the filing
Effective as of August 18, 2025, in connection with the Mergers, New Viper amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Statement/Proxy Statement/Prospectus, other than changing its corporate name to “Viper Energy, Inc.” as described below.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Viper Energy, Inc.: New Viper amended and restated its certificate of incorporation effective August 18, 2025, in connection with the Mergers (effective 2025-08-18).
- Change
- charter amendment
- Effective
- 2025-08-18
Exact text from the filing
Effective as of August 18, 2025, in connection with the Mergers, New Viper amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Joint Statement/Proxy Statement/Prospectus, other than changing its corporate name to “Viper Energy, Inc.” as described below.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Viper Energy, Inc.: Effective August 19, 2025, New Viper changed its corporate name to Viper Energy, Inc. via a Certificate of Amendment (effective 2025-08-19).
- Change
- charter amendment
- Effective
- 2025-08-19
Exact text from the filing
Effective as of immediately following the completion of the Mergers on August 19, 2025 and in accordance with the Merger Agreement, New Viper changed its corporate name from “New Cobra Pubco, Inc.” to “Viper Energy, Inc.” and filed the Certificate of Amendment and amended and restated its bylaws to reflect such name change.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Viper Energy, Inc. underwent a change of control involving Sitio Royalties Corp. for 0.4855 fully paid and nonassessable shares of New Viper's Class A common stock (closed 2025-08-19).
- Action
- change of control
- Counterparty
- Sitio Royalties Corp.
- Consideration
- 0.4855 fully paid and nonassessable shares of New Viper's Class A common stock
- Closing
- 2025-08-19
Exact text from the filing
outstanding immediately prior to the Sitio Pubco Merger Effective Time (other than certain excluded shares) was cancelled and automatically converted into the right to receive 0.4855 fully paid and nonassessable shares of New Viper’s Class A common stock, par value $0.000001 per share (“New Viper Class A Common Stock”), and (B) each share of Sitio’s Class C
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.