VNOM Sub, Inc.: M&A transaction — Viper Energy closes Drop Down acquisition of ~22,847 net royalty acres in Permian Basin for $1.0B cash + equity

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. In connection with the Drop Down and the Equity Issuance completed on May 1, 2025, Viper, in its capacity as the sole managing member of the Operating Company, admitted Seller as an additional member under the Third Amended and Restated Limited Liability Company Agreement of the Operating Company, dated as of October 1, 2025, as supplemented on February 14, 2025 and May 1, 2025 solely to update ownership of the OpCo Units reflected on Exhibit A thereto (the “Third OpCo LLC Agreement”). Except for the updates to Exhibit A on May 1, 2025, as described in this Item 5.03, no other changes were made to the Operating Company’s existing limited liability company agreement.

On May 1, 2025, Viper and the Operating Company completed the Drop Down for total consideration consisting of (i) $1.0 billion in cash and (ii) the issuance to Seller (the “Equity Issuance”) of 69,626,640 units representing limited liability company interests in the Operating Company (“OpCo Units”) and an equivalent number of shares of Viper’s Class B common stock, par value $0.000001 per share (“Class B Common Stock”), subject to transaction costs and certain customary post-closing adjustments.