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Viper Energy, Inc.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

VNOM$40.62+2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-42807

(Exact name of registrant as specified in its charter)

DE39-2596878
State or other jurisdiction of incorporation or organization(I.R.S. Employer Identification No.)
500 West Texas Ave.,
Midland,TX79701
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code(432)221-7400

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.000001 Par ValueVNOMThe Nasdaq Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to section 12(g) of the Act:
None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2025, was approximately $5.0 billion.

As of February 20, 2026,176,723,281 shares of Class A Common Stock and 180,825,588 shares of Class B Common Stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Viper Energy, Inc.’s Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

VIPER ENERGY, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

Page
Glossary of Oil and Natural Gas Termsii
Glossary of Certain Other Termsiv
Cautionary Statement Regarding Forward-Looking Statementsv
PART I
Items 1 and 2. Business and Properties1
Item 1A. Risk Factors14
Item 1B. Unresolved Staff Comments25
Item 1C. Cybersecurity25
Item 3. Legal Proceedings26
Item 4. Mine Safety Disclosures26
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27
Item 6. [Reserved]28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations29
Item 7A. Quantitative and Qualitative Disclosures About Market Risk42
Item 8. Financial Statements and Supplementary Data44
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure83
Item 9A. Controls and Procedures83
Item 9B. Other Information86
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections86
PART III
Item 10. Directors, Executive Officers and Corporate Governance86
Item 11. Executive Compensation86
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters86
Item 13. Certain Relationships and Related Transactions, and Director Independence86
Item 14. Principal Accountant Fees and Services86
PART IV
Item 15. Exhibits and Financial Statement Schedules87
Signatures90

i

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