Viper Energy, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
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Capital Resources
The 2025 Revolving Credit Facility and Other Debt Instruments
At September 30, 2025, the Operating Company’s credit facility, which matures on June 12, 2030, had a commitment amount of $1.5 billion, with $160 million in outstanding borrowings and $1.3 billion of availability. Additionally, at September 30, 2025, we had $500 million in outstanding borrowings under the Term Loan.
Debt Ratings
We receive debt ratings from the major ratings agencies in the U.S., which impact the interest rates we receive on our variable rate debt and interest rate swaps. In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels, cost structure, planned asset sales and production growth opportunities. In May 2025, Fitch Investor Services upgraded our credit rating to investment grade, the second such investment grade credit rating for us. This upgrade granted us access to a broader investor base, lower interest rates and reduced collateral requirements; therefore, enhancing our liquidity. Currently, our credit ratings from the three main credit rating agencies are as follows:
Standard and Poor’s Global Ratings Services (BBB-);
Fitch Investor Services (BBB-); and
Moody’s Investor Services (Ba1).
Any rating downgrades may result in additional letters of credit or cash collateral being posted under certain contractual arrangements.
Capital Requirements
Repurchases of Securities
Under our current common stock repurchase program, the board of directors has authorized us to acquire up to $750 million of our Class A Common Stock, excluding excise tax. Since the inception of our common stock repurchase program, we have repurchased an aggregate of 16,918,291 shares of our Class A Common Stock for a total cost of $448 million, excluding excise tax, as of October 31, 2025, leaving approximately $302 million for future repurchases under such stock repurchase program, excluding excise tax. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of our stock repurchase program.
Retirement of Notes
On July 23, 2025, we redeemed all of our 2031 Notes and subsequently redeemed our 2027 Notes on November 1, 2025, for an aggregate cash purchase price of approximately $780 million. On August 19, 2025, we used the remaining proceeds from the issuance of the Guaranteed Senior Notes and borrowings under the Term Loan to retire approximately $1.2 billion of Sitio’s outstanding debt.
During the second quarter of 2025, we opportunistically repurchased principal amounts of $50 million of our 2027 Notes in open market transactions for total cash consideration of $50 million, at an average of 99.7% of par value. We may continue from time to time to opportunistically repurchase some of the outstanding Notes in open market purchases or in privately negotiated transactions.
Interest on the Guaranteed Senior Notes
In 2025 we do not expect to incur any cash interest costs on the Guaranteed Senior Notes. We expect to incur future cash interest costs on the Guaranteed Senior Notes of approximately $174 million cumulatively in the years from 2026 through 2027, $174 million cumulatively in the years from 2028 through 2029 and $402 million between 2030 and 2035.
Third Quarter 2025 Cash Dividends and Return of Capital Update
The Operating Company will pay a cash distribution for the third quarter of 2025 in accordance with its distribution policy of $0.66 per OpCo Unit on November 20, 2025, to eligible holders of record at the close of business on November 13, 2025.
Because of our high operating and free cash flow margin, strong balance sheet, and the announced Pending Non-Permian Divestiture, we felt it appropriate to lean into our return of capital commitment and return 85% of cash available for distribution in the third quarter of 2025 to stockholders. We will pay a cash dividend for the third quarter of 2025 of $0.58 per share of Class A Common Stock on November 20, 2025, to eligible holders of record at the close of business on November 13, 2025. The dividend to stockholders consists of a base quarterly dividend of $0.33 per share of Class A Common Stock and a variable quarterly dividend of $0.25 per share of Class A Common Stock. Future base and variable dividends are at the discretion of the board of directors.
As we move to close the Pending Non-Permian Divestiture, and as a result move closer to our net debt target of $1.5 billion, we will have line of sight to return nearly 100% of cash available for distribution to stockholders. We expect to continue to allocate the majority of our cash available for distribution to our base plus variable dividend but feel compelled to repurchase of shares of our Class A Common Stock in today’s market given the current market dislocation. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of the repurchase program and dividends.
Supplemental Guarantor Disclosure
On July 9, 2025, we and the Operating Company filed a registration statement on Form S-3 with the SEC registering debt securities of the Operating Company. On July 23, 2025, the Operating Company issued the Guaranteed Senior Notes for an aggregate principal amount of $1.6 billion, which are fully and unconditionally guaranteed by us.
In accordance with Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the disclosures specified in Rule 13-01 are provided, which include narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Company have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for the Operating Company because the assets, liabilities and results of operations of the Operating Company are not materially different than the corresponding amounts in our consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
Critical Accounting Estimates
There have been no changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
See Note 2—Summary of Significant Accounting Policies of the notes to the condensed consolidated financial statements for recent accounting pronouncements not yet adopted, if any.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.