--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-183036" form_type: "8-K12B" ticker: "VNOM" cik: "0002074176" company_name: "Viper Energy, Inc." filed_at: "2025-08-19T23:59:59+00:00" generated_at: "2026-05-17T11:37:24.405286+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Viper Energy completes Sitio Royalties merger; exchange ratio 0.4855 ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-183036 - form_type: 8-K12B - ticker: VNOM - cik: 0002074176 - company_name: Viper Energy, Inc. - filed_at: 2025-08-19T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 8.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/0001193125-25-183036-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/d66098d8k12b.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-183036 - JSON: https://secwatch.observer/filing/0001193125-25-183036.json - Plain text: https://secwatch.observer/filing/0001193125-25-183036.txt ## Key facts - Debt Financings Viper Energy, Inc. incurred senior notes. - Instrument: senior notes - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/0001193125-25-183036-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/0001193125-25-183036-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/0001193125-25-183036-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/0001193125-25-183036-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2074176/000119312525183036/0001193125-25-183036-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.