---
schema_version: "secwatch.filing_event.v1"
accession: "0001602065-25-000027"
form_type: "8-K"
ticker: null
cik: "0001602065"
company_name: "VNOM Sub, Inc."
filed_at: "2025-05-05T23:59:59+00:00"
generated_at: "2026-05-22T17:26:49.753305+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Viper Energy closes Drop Down acquisition of ~22,847 net royalty acres in Permian Basin for $1.0B cash + equity

## Summary
- Total consideration: $1.0B cash plus 69,626,640 OpCo Units and equivalent Class B shares to Diamondback subsidiary.
- Acquired ~22,847 net royalty acres in Permian Basin; ~69% operated by Diamondback.
- Post-closing, Diamondback beneficially owns ~53.7% of Viper's outstanding common stock (52% fully diluted).
- Funding from Feb 2025 public offering of Class A common stock and borrowings under OpCo revolving credit facility.
- Transaction approved by independent audit committee, board, and majority of unaffiliated stockholders at May 1, 2025 special meeting.

## SEC filing metadata
- accession: 0001602065-25-000027
- form_type: 8-K
- cik: 0001602065
- company_name: VNOM Sub, Inc.
- filed_at: 2025-05-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 5.07, 3.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1602065/000160206525000027/0001602065-25-000027-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1602065/000160206525000027/vnom-20250501.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001602065-25-000027
- JSON: https://secwatch.observer/filing/0001602065-25-000027.json
- Plain text: https://secwatch.observer/filing/0001602065-25-000027.txt

## Key facts
- Governance Changes
  VNOM Sub, Inc.: OpCo LLC agreement supplemented to update Exhibit A ownership of OpCo Units on May 1, 2025, with no other changes to the existing agreement (effective 2025-05-01).
  - Change: fiscal year change
  - Effective: 2025-05-01
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000160206525000027/0001602065-25-000027-index.htm
- M&A Transactions
  VNOM Sub, Inc. completed an acquisition involving Endeavor Energy Resources, L.P. and affiliates for $1.0 billion in cash and 69,626,640 OpCo Units (closed 2025-05-01).
  - Action: acquisition
  - Counterparty: Endeavor Energy Resources, L.P. and affiliates
  - Consideration: $1.0 billion in cash and 69,626,640 OpCo Units
  - Closing: 2025-05-01
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1602065/000160206525000027/0001602065-25-000027-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.