{"schema_version":"secwatch.filing_event.v1","accession":"0001602065-24-000076","form_type":"8-K","ticker":null,"cik":"0001602065","company_name":"VNOM Sub, Inc.","filed_at":"2024-10-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:08.937440+00:00","generated_at":"2026-05-30T22:34:11.208207+00:00","sec_items":["1.01","2.01","3.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Viper closes $459M cash-plus-stock acquisition of Tumbleweed Royalty IV mineral interests","bullets":["Total consideration: ~$459M cash, ~10.1M OpCo units, and option for same number of Class B shares.","Contingent cash payment up to $41M in Q1 2026 based on average 2025 WTI crude price.","Cash funded from on-hand cash, OpCo credit facility, and proceeds from August 2024 Class A stock offering.","Acquisition closed Oct 1, 2024; TWR IV added as member of OpCo under Third Amended LLC Agreement.","Diamondback Energy (FANG) is Viper's parent; Intrepid Partners acted as financial advisor."],"urls":{"canonical":"https://secwatch.observer/filing/0001602065-24-000076","json":"https://secwatch.observer/filing/0001602065-24-000076.json","markdown":"https://secwatch.observer/filing/0001602065-24-000076.md","text":"https://secwatch.observer/filing/0001602065-24-000076.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1602065/000160206524000076/0001602065-24-000076-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1602065/000160206524000076/vnom-20241001.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T22:34:11.208207+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"dc9263e605d0ae9ba885e80fbb73fc9077c502af","claim":"VNOM Sub, Inc.: Adopted Third Amended and Restated Limited Liability Company Agreement to include TWR IV as a member (effective 2024-10-01).","evidence_excerpt":"On October 1, 2024, Viper, it its capacity as the sole managing member of OpCo, approved and adopted the Third Amended and Restated Limited Liability Company Agreement of OpCo (the “Third OpCo LLC Agreement”). The Third OpCo LLC Agreement was adopted to, among other things, include TWR IV as a member of OpCo.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1602065/000160206524000076/0001602065-24-000076-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-10-01"}],"fact_type":"governance_change"},{"claim_id":"ec81307ca9ec4aae381308a403ae03d60c1601ba","claim":"VNOM Sub, Inc. completed an acquisition involving Tumbleweed Royalty IV, LLC and TWR IV SellCo Parent, LLC for $459.0 million in cash, plus 10,093,670 OpCo Units and an option for 10,093,670 shares of Class B Common Stock (closed 2024-10-01).","evidence_excerpt":"with the Securities and Exchange Commission (the “SEC”) on September 11, 2024 (the “Initial 8-K”). The total consideration for the Acquisition consisted of (i) approximately $459.0 million in cash, (ii) the issuance of an aggregate of 10,093,670 units representing limited liability company interests in OpCo (the “OpCo Units”) to TWR IV and (iii) an option granted","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1602065/000160206524000076/0001602065-24-000076-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Tumbleweed Royalty IV, LLC and TWR IV SellCo Parent, LLC"},{"label":"Consideration","value":"$459.0 million in cash, plus 10,093,670 OpCo Units and an option for 10,093,670 shares of Class B Common Stock"},{"label":"Closing","value":"2024-10-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}