Viper Energy, Inc.

November 2023 Conversion into Corporate Status

On November 13, 2023, Viper Energy Partners LP (the “Partnership”) converted from a Delaware limited partnership to a Delaware corporation named “Viper Energy, Inc.” (the “Conversion”). Following the Conversion, (i) the partnership interests converted to shares of Class A Common Stock (as defined below) and shares of Class B Common Stock (as defined below), which shares of Class B Common Stock are paired, on aone-to-one basis, with OpCo Units (as defined below) in the Operating Company (as defined below), our operating subsidiary, (ii) our business and affairs are overseen by our board of directors, rather than the General Partner (as defined below), and (iii) ourday-to-day business is managed by our executive officers under the terms and conditions of the Services and Secondment Agreement, dated as of November 2, 2023 (the “Services

VIPER ENERGY, INC.•2026 PROXY STATEMENT 1 and Secondment Agreement”), pursuant to which our parent, Diamondback (as defined below), and its wholly-owned subsidiary, Diamondback E&P LLC (“Diamondback E&P”), provide personnel and general and administrative services to us, including the services of our executive officers and other employees, in a similar manner as those provided to us by the former General Partner prior to the Conversion.

2025 Drop Down

On May 1, 2025, the Company (as defined below) acquired all of the issued and outstanding equity interests in 1979 Royalties, LP and 1979 Royalties GP, LLC from Endeavor Energy Resources, LP (“Endeavor”), each a seller party and a subsidiary of Diamondback, pursuant to a definitive equity purchase agreement for consideration consisting of (i) $873 million in cash including certain customary post-closing adjustments, and (ii) the issuance of 69,626,640 OpCo Units and an equivalent number of shares of the Company’s Class B Common Stock (as defined below) (the “2025 Drop Down”). The OpCo Units and the Class B Common Stock issued in the 2025 Drop Down, as well as the OpCo Units and Class B Common Stock otherwise beneficially owned by Diamondback, are exchangeable from time to time for shares of the Company’s Class A Common Stock (as defined below) (that is, one OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). The shares of Class A Common Stock that may be issued to Diamondback and/or its subsidiaries upon exchange of their OpCo Units and shares of Class B Common Stock, including those OpCo Units and shares of Class B Common Stock issued at the closing of the 2025 Drop Down, are subject to the Company’s existing registration rights agreement with Diamondback, dated as of November 13, 2023, previously filed by the Company with the Securities and Exchange Commission (the “SEC”).

Sitio Acquisition

On August 19, 2025, the Company completed a series of transactions in which Viper Energy, Inc. (formerly known as New Cobra Pubco, Inc., “New Viper”) acquired Sitio Royalties Corp. (“Sitio”), Sitio Royalties Operating Partnership, LP (“Sitio OpCo”) and their respective subsidiaries, pursuant to the Agreement and Plan of Merger, dated June 2, 2025, by and among VNOM Sub, Inc. (formerly known as Viper Energy, Inc., “Former Viper”), the Operating Company (as defined below), Sitio, Sitio OpCo, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (the “Sitio Acquisition”). Upon completion of the Sitio Acquisition, Former Viper became a wholly owned subsidiary of New Viper, as a result of a merger contemplated by the documents governing the Sitio Acquisition (such merger, the “Viper PubCo Merger”).

Upon completion of the Viper PubCo Merger, each share of Former Viper’s Class A Common Stock, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger (other than certain excluded shares) was canceled and automatically converted into one share of New Viper Class A Common Stock, and each share of Former Viper’s Class B Common Stock, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger was automatically canceled and converted into one share of New Viper’s Class B Common Stock.

Consideration for the Sitio Acquisition consisted of the right for Sitio and Sitio OpCo’s former equity holders (“Former Sitio Equityholders”) to receive (a) 0.4855 shares of Class A Common Stock, for each share of Sitio Class A common stock, par value $0.0001 per share, and (b) 0.4855 OpCo Units, along with a corresponding amount of Class B Common Stock, for each unit representing limited partnership interests of Sitio OpCo, subject to certain exclusions. The OpCo Units and Class B Common Stock issued in the Sitio Acquisition are exchangeable from time to time for shares of Class A Common Stock (that is, one OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). Each share of Class C common stock, par value $0.0001 per share, of Sitio was automatically canceled in the transaction for no consideration and ceased to exist upon closing of the Sitio Acquisition. The shares of common stock of Former Viper and Sitio were delisted from Nasdaq and their respective reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were terminated. As part of the Sitio Acquisition, New Viper issued 38,536,236 shares of Class A Common Stock, 35,619,951 shares of Class B Common Stock and

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35,619,951 OpCo Units. In addition, at the closing of the Sitio Acquisition, the Company entered into a registration rights agreement with certain of the Former Sitio Equityholders, pursuant to which such equity holders received certain demand registration rights with respect to the shares of the Company’s Class A Common Stock that may be acquired by them in exchange for OpCo Units and shares of the Company’s Class B Common Stock.

December 2025 Internal Reorganization

On December 23, 2025, the Company (as defined below) completed an internal reorganization (the “Reorganization”), pursuant to which, among other things, each outstanding OpCo Unit of Viper Energy Partners LLC, a Delaware limited liability company and Viper’s operating subsidiary (“Old OpCo”), was converted into an equivalent OpCo Unit issued by a newly-formed subsidiary of Viper, VNOM Holding Company LLC (“New OpCo”).

Changes in “Controlled Company” Status

Prior to March 8, 2024, we were a “controlled company” under the 5000 Series Rules (consisting of Rules 5000-5999) of the Nasdaq Stock Market LLC (the “Nasdaq Rules”). Following the completion of an underwritten public offering of our Class A Common Stock by Diamondback on March 8, 2024, Diamondback beneficially owned approximately 49% of the voting power for the election of our directors. Because Diamondback’s ownership at such time decreased to less than 50%, we ceased at that time to be a “controlled company” under the Nasdaq Rules. Our board of directors has had a majority of independent directors and a standing audit committee comprised of all independent directors, but had previously elected to take advantage of certain exemptions from corporate governance requirements applicable to controlled companies under the Nasdaq Rules and, until March 8, 2024, did not have a compensation committee or a committee of independent directors that selects director nominees.

Effective as of March 8, 2024, our board of directors formed (i) the compensation committee, comprised of all independent directors, for purposes of making certain executive and other compensation decisions, and (ii) the nominating and corporate governance committee, comprised of all independent directors, for purposes of making certain nominating and corporate governance decisions, with each such committee’s rights and obligations being subject to the terms and conditions of (x) our certificate of incorporation and bylaws, (y) such committee’s charter as adopted by our board and (z) the Services and Secondment Agreement.

On May 1, 2025, immediately following the completion of the 2025 Drop Down, Diamondback beneficially owned approximately 53.7% of the Company’s outstanding common stock (approximately 52% of the common stock on a fully diluted basis after giving effect to outstanding options for the Class B Common Stock). As a result, at the closing of the 2025 Drop Down, the Company regained its status as a “controlled company” under the applicable Nasdaq Rules; however, while the controlled company exemptions were again available to the Company, the Company’s board of directors did not avail itself of these exemptions.

On August 19, 2025, immediately following the completion of the Sitio Acquisition, Diamondback’s beneficial ownership of the Company’s outstanding common stock again decreased to below 50% and, as such, the Company once again ceased to be a “controlled company” under the Nasdaq Rules. As of March 31, 2026, Diamondback beneficially owned approximately 42.3% of the outstanding voting power of the Company’s common stock.

References in this proxy statement to (i) “Viper” refer to (A) New Viper following the Viper PubCo Merger, and (B) Former Viper prior to the Viper PubCo Merger, (ii) the “Company” refer to, collectively, (A) New Viper and its consolidated subsidiaries following the Viper PubCo Merger, and (B) Former Viper and its consolidated subsidiaries prior to the Viper PubCo Merger, (iii) the “Operating Company” or “OpCo” refers (A) prior to the Reorganization, to Old OpCo, and (B) following the Reorganization, New OpCo, (iv) “Diamondback” refers

VIPER ENERGY, INC.•2026 PROXY STATEMENT 3 individually to Diamondback Energy, Inc. and collectively to Diamondback Energy, Inc. and its subsidiaries, other than the Company and the Operating Company and their respective subsidiaries, (v) the “General Partner” refers to Viper Energy Partners GP LLC, our general partner prior to the Conversion, (vi) the “GP Board” refers to the board of directors of the General Partner prior to the Conversion, (vii) “shares” or “per share amounts,” prior to the Conversion, refer to common units and Class B units or per unit amounts, and subsequent to the Conversion, refer to shares of Viper’s Class A Common Stock and Class B Common Stock or per share amounts, (viii) unless otherwise noted, all references to “OpCo Units” are to the units representing limited liability company interests in the Operating Company, and (ix) “Class A Common Stock” and “Class B Common Stock,” respectively, refer to (A) Class A common stock, par value $0.000001 per share of New Viper and Class B common stock, par value $0.000001 per share of New Viper, respectively, following the Viper PubCo Merger, and (B) Class A common stock, par value $0.000001 per share of Former Viper and Class B common stock, par value $0.000001 per share of Former Viper, respectively, prior to the Viper PubCo Merger.

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