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Viper Energy, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

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, 2026 · Filed Nov 4, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0002074176-26-000053

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCapital Resources

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0002074176-26-000066

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCapital Resources

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 98 previous paragraphs and 96 current paragraphs.

49 unchanged; 35 reworded; 10 added; 11 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 10 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

On September 14, 2026, we and Viper Energy Partners LP entered into a definitive purchase and sale agreement to acquire, from third-party sellers, mineral and royalty interests representing approximately 1,552 net royalty acres in the Permian Basin for aggregate consideration consisting of (i) approximately $280 million in cash, subject to customary closing adjustments, and (ii) 1,844,168 shares of Class A Common Stock. The Pending Buckhorn Acquisition is expected to close during the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

Current report

In two separate but related transactions in September 2026, we acquired, from third-party sellers, mineral and royalty interests representing approximately 7,359 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $529 million, subject to customary post-closing adjustments and including certain transaction costs and $49 million of deferred consideration payable in equal quarterly installments through June 2029.

Current report

On September 1, 2026, we acquired approximately 1,000 net royalty acres in the Permian Basin from Diamondback and related subsidiaries in exchange for the 2026 Drop Down Equity Issuance, subject to transaction costs and customary post-closing adjustments.

Current report

As of September 30, 2026, there were 104 gross rigs operating on our mineral and royalty acreage, 11 of which are operated by Diamondback. Through the third quarter, average daily oil production grew more than six percent quarter over quarter due to recent acquisitions and continued development activity from both Diamondback and our third-party operators. The McElroy Ranch Acquisition and the Pending Buckhorn Acquisition added nearly 60 net locations across two largely undeveloped assets. We now expect our full year 2026 production guidance to range from approximately 137 MBOE/d to 138 MBOE/d, compared with our prior guidance of 132.5 MBOE/d to 135 MBOE/d.

Current report

Approximately 54% of the growth in production was attributable to the Riverbend Acquisition and 16% was attributable to the other acquisitions. The remainder of the increase in production was largely attributable to organic growth during the third quarter. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional discussion of our acquisitions.

Current report

Comparison of the Nine Months Ended September 30, 2026, and 2025

Current report

Impairment. No impairment expense was recorded for the nine months ended September 30, 2026. In the third quarter of 2025, we recorded a non-cash ceiling test impairment charge of $360 million due to the carrying value of our proved reserves exceeding their estimated future net cash flows utilizing the SEC’s methodology and pricing at September 30, 2025. The excess value resulted primarily from recording properties acquired in the 2025 Drop Down at Diamondback’s historical carrying value, which exceeded the value calculated in the ceiling test using the SEC Prices at September 30, 2025.
Removed paragraphs (11)

Previous report

On August 3, 2026, we, as parent, and Viper Energy Partners LP, as buyer, entered into a definitive purchase agreement to acquire certain mineral and royalty interests from Diamondback and related subsidiaries in exchange for 3,654,979 OpCo Units and an equivalent number of shares of our Class B Common Stock, subject to transaction costs and certain customary post-closing adjustments. The mineral and royalty interests to be acquired in the Pending 2026 Drop Down represent approximately 933 net royalty acres in the Permian Basin. After giving effect to the Pending 2026 Drop Down, we currently estimate that following the closing of the Pending 2026 Drop Down, Diamondback will beneficially own approximately 39.8% of our outstanding Common Stock, on a fully diluted basis.

Previous report

On July 30, 2026, our board of directors approved an increase of 32% to our annual base dividend, or an amount equal to $2.00 per share of Class A Common Stock beginning with the dividend payable for the third quarter of 2026. With this increase and a commitment to grow the base dividend steadily over time, we are removing our commitment to return at least 75% of cash available for distribution each quarter. We believe a single, durable and growing base dividend, rather than a variable payout that fluctuates with commodity prices, best showcases what differentiates Viper: an industry-leading, low-breakeven yield paired with consistent per-share growth.

Previous report

As of July 1, 2026, after giving effect to the Riverbend Acquisition, there were 106 gross rigs operating on our mineral and royalty acreage, 12 of which are operated by Diamondback. We delivered strong production results in the first half of 2026, highlighted by steady development activity from both Diamondback and our third-party operators across our high-quality asset base, as well as a continuation of our differentiated acquisition strategy. Reflecting this momentum, we are increasing our full year 2026 production guidance to range between approximately 132.5 MBOE/d to 135 MBOE/d.

Previous report

The 4% increase in production was largely attributable to having one additional day of production in the second quarter of 2026 compared to the first quarter of 2026 and new wells added during the second quarter.

Previous report

Derivative Instruments. The following table shows the net gain (loss) on derivative instruments and the net cash receipts (payments) on derivatives for the periods presented:

Previous report

The $18 million decrease in the gain on derivative instruments, net in the second quarter of 2026 compared to the first quarter of 2026 consisted largely of a $32 million reduction in the value of our open natural gas basis swap contracts primarily due to changes in the differential between prices for Waha Hub and Henry Hub, and an additional $7 million in cash paid to settle oil contracts. These reductions were partially offset by an increase of approximately $18 million in the value of our open oil contracts primarily due to a decrease in market prices compared to contract prices on our puts and roll swaps as well as other insignificant changes. See Note 10—Derivatives of the notes to the condensed consolidated financial statements for additional discussion of our open contracts at June 30, 2026.

Previous report

Derivative Instruments. The following table shows the net gain (loss) on derivative instruments and the net cash receipts (payments) on derivatives for the periods presented:

Previous report

The $15 million increase in the gain on derivative instruments, net for the six months ended June 30, 2026, compared to the same period in 2025 consisted primarily of $33 million in additional cash receipts on settled natural gas basis swaps, partially offset by (i) $10 million in additional cash paid to settle oil contracts, (ii) a reduction of approximately $7 million in the value of our open natural gas contracts due primarily to changes in the differential between prices for Waha Hub and Henry Hub on our basis swaps, and (iii) other insignificant changes. See Note 10—Derivatives of the notes to the condensed consolidated financial statements for additional discussion of our open contracts at June 30, 2026.
Reworded paragraphs (35)

Previous wording

On July 1, 2026, we and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C., from Riverbend for consideration consisting of (i) approximately $339 million in cash, and (ii) 3,691,796 shares of our Class A Common Stock, in each case, subject to customary post-closing adjustments. The mineral and royalty interests acquired in the Riverbend Acquisition represent approximately 2,772 net royalty acres in the Permian Basin.

Current wording

On July 1, 2026, we and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C. from Riverbend for consideration consisting of (i) approximately $347 million in cash, including certain transaction costs, and (ii) 3,691,796 shares of our Class A Common Stock, in each case, subject to customary post-closing adjustments. The mineral and royalty interests acquired in the Riverbend Acquisition represent approximately 2,772 net royalty acres in the Permian Basin with expected next 12 months’ average oil production of approximately 2,000 BO/d.

Previous wording

On March 4, 2026, we completed the 2026 Secondary Offering, which authorized the Selling Stockholders to sell an aggregate of (i) 17,391,304 shares of Class A Common Stock, and (ii) up to an additional 2,608,696 shares of Class A Common Stock at the public offering price of $45.90. On March 19, 2026, the Underwriters exercised a portion of the Underwriter Option and purchased an additional 954,809 shares of Class A Common Stock. We did not receive any proceeds from the 2026 Secondary Offering or the Shoe Exercise.

Current wording

On March 4, 2026, we completed the 2026 Secondary Offering, which authorized the Selling Stockholders to sell an aggregate of (i) 17,391,304 shares of Class A Common Stock, and (ii) up to an additional 2,608,696 shares of Class A Common Stock at the public offering price of $45.90 per share. On March 19, 2026, the Underwriters exercised a portion of the Underwriter Option and purchased an additional 954,809 shares of Class A Common Stock. We did not receive any proceeds from the 2026 Secondary Offering or the Shoe Exercise.

Previous wording

On February 9, 2026, we completed the Non-Permian Divestiture for net cash proceeds of approximately $610 million, including transaction costs and customary post-closing adjustments. The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with then-current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used to (i) repay the $500 million Term Loan in full, (ii) fully repay $90 million of then-outstanding borrowings under our Revolving Credit Facility, and (iii) for general corporate purposes.

Current wording

On February 9, 2026, we completed the Non-Permian Divestiture for net cash proceeds of approximately $610 million, subject to transaction costs and customary post-closing adjustments. The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with then-current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used to (i) repay the $500 million Term Loan in full, (ii) fully repay $90 million of then-outstanding borrowings under our Revolving Credit Facility, and (iii) for general corporate purposes.

Previous wording

As of July 1, 2026, after giving effect to the Riverbend Acquisition, our footprint of mineral and royalty interests totaled approximately 90,212 net royalty acres, approximately 38% of which are operated by Diamondback.

Current wording

At September 30, 2026, our footprint of mineral and royalty interests totaled approximately 98,098 net royalty acres, approximately 38% of which are operated by Diamondback.

Previous wording

See Note 4—Acquisitions and Divestitures and Note 13—Subsequent Events of the notes to the condensed consolidated financial statements for additional information on our acquisitions and divestitures and cash dividend and return of capital update.

Current wording

See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional information on our acquisitions and divestitures.

Previous wording

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Geopolitical global conflicts, tariffs or other trade barriers and any resulting trade tensions, regional and worldwide economic activity, changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, extreme weather conditions, changes in OPEC+ production levels and other substantially variable factors influence market conditions for these products. For example, as a result of the ongoing conflict in the Middle East, in 2026 the global crude oil market has shifted between supply-demand surpluses and deficits, due to material reductions in crude oil and refined products from the markets, creating additional volatility in benchmark crude oil prices. These factors are beyond our control and are difficult to predict. During the first half of 2026 and 2025, WTI prices averaged $83.00 and $70.81 per Bbl, respectively, and Henry Hub prices averaged $3.20 and $3.69 per MMBtu, respectively.

Current wording

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Geopolitical conflicts, tariffs or other trade barriers and any resulting trade tensions, regional and worldwide economic activity, changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, extreme weather conditions, changes in OPEC+ production levels and other substantially variable factors influence market conditions for these products. For example, as a result of the ongoing conflict in the Middle East, in 2026 the global crude oil market has shifted between supply-demand surpluses and deficits, due to material reductions in crude oil and refined products from the markets, creating additional volatility in benchmark crude oil prices compared to the prior year. These factors are beyond our control and are difficult to predict. During the nine months ended September 30, 2026 and 2025, WTI prices averaged $83.91 and $66.65 per Bbl, respectively, and Henry Hub prices averaged $3.09 and $3.48 per MMBtu, respectively.

Previous wording

The following table summarizes our gross well information as of July 1, 2026, after giving effect to the Riverbend Acquisition:

Current wording

The following table summarizes our gross well information for the third quarter ended September 30, 2026:

Previous wording

(2)The total 1,798 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months.

Current wording

(2)The total 1,965 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months.

Previous wording

(3)The total 1,589 gross line-of-sight wells are those that are not currently in the process of active development, but for which we have reason to believe will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third-party operators or Diamondback’s current expected completion schedule. Existing permits or active development of our royalty acreage does not ensure that those wells will be turned to production given the volatility in oil prices.

Current wording

(3)The total 1,404 gross line-of-sight wells are those that are not currently in the process of active development, but for which we have reason to believe will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third-party operators or Diamondback’s current expected completion schedule. Existing permits or active development of our royalty acreage does not ensure that those wells will be turned to production given the volatility in oil prices.

Previous wording

Significant changes in our revenues and expenses between the second quarter of 2026 and the first quarter of 2026 are discussed further below.

Current wording

Significant changes in our revenues and expenses between the third quarter of 2026 and the second quarter of 2026 are discussed further below.

Previous wording

Royalty income increased by $162 million during the second quarter of 2026 compared to the first quarter of 2026. This net increase consisted of an additional $152 million attributable to higher average commodity prices received primarily for our oil production, and an additional $10 million due to a 4% increase in our production.

Current wording

Royalty income decreased by $2 million during the third quarter of 2026 compared to the second quarter of 2026. This net decrease consisted of a $49 million reduction attributable to lower average commodity prices received primarily for our oil production, largely offset by an additional $47 million due to a 6% increase in our production.

Previous wording

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Ad valorem taxes as a percentage of royalty income decreased in the second quarter of 2026 due primarily to current valuations reflecting lower 2025 commodity prices.

Current wording

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Both production taxes and ad valorem taxes as a percentage of royalty income remained consistent in the third quarter of 2026 compared to the second quarter of 2026.

Previous wording

Depreciation, Depletion, and Amortization. Depreciation, depletion, and amortization expense decreased by $11 million in the second quarter of 2026 compared to the first quarter of 2026. Approximately $19 million of the net decrease stemmed from a reduction in the depletion rate to $15.95 per BOE in the second quarter compared to $17.51 per BOE in the first quarter primarily due to an increase in reserve volumes as more wells remained economical longer at the higher SEC Prices applied in the second quarter. This was partially offset by an $8 million increase from growth in production volumes.

Current wording

Depreciation, Depletion, and Amortization. Depreciation, depletion, and amortization expense increased by $11 million in the third quarter of 2026 compared to the second quarter of 2026 primarily due to growth in production volumes.

Previous wording

Significant changes in our revenues and expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, are discussed further below.

Current wording

Significant changes in our revenues and expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, are discussed further below.

Previous wording

Royalty income increased $623 million during the six months ended June 30, 2026, compared to the same period in 2025. This net increase was comprised of an additional $444 million from the 94% growth in production and a net increase of $179 million primarily from higher average oil prices received for our production during the six months ended June 30, 2026 compared to the same period in 2025.

Current wording

Royalty income increased $886 million during the nine months ended September 30, 2026, compared to the same period in 2025. This net increase consisted of an additional $534 million from the 65% growth in production and an additional $352 million primarily from higher average oil prices received for our production during the nine months ended September 30, 2026 compared to the same period in 2025.

Previous wording

Approximately 59% of the growth in production was attributable to the Sitio Acquisition and 40% was attributable to the 2025 Drop Down. The remainder of the growth is primarily from new wells added between periods. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional discussion of our acquisitions.

Current wording

Approximately 57% of the production growth was attributable to the Sitio Acquisition and 33% was attributable to the 2025 Drop Down. The remainder of the increase in production was primarily from organic growth between periods. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional discussion of our acquisitions.

Previous wording

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Ad valorem taxes as a percentage of royalty income for the six months ended June 30, 2026 decreased slightly from the same period in 2025 due primarily to current valuations reflecting lower 2025 commodity prices.

Current wording

Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Ad valorem taxes as a percentage of royalty income for the nine months ended September 30, 2026 decreased from the same period in 2025 due primarily to current valuations reflecting lower 2025 commodity prices.

Previous wording

Depreciation, Depletion, and Amortization. The $210 million increase in depreciation, depletion, and amortization expense for the six months ended June 30, 2026, compared to the same period in 2025 consisted primarily of (i) $179 million from growth in production volumes, and (ii) $31 million due to an increase in the depletion rate to $16.71 per BOE for the six months ended June 30, 2026 compared to $15.43 per BOE for the same period in 2025, primarily from the addition of leasehold costs and reserves from the 2025 Drop Down and the Sitio Acquisition and partially offset by the decline in the depletion rate following the ceiling test impairment from the third and fourth quarters of 2025.

Current wording

Depreciation, Depletion, and Amortization. The $234 million increase in depreciation, depletion, and amortization expense for the nine months ended September 30, 2026, compared to the same period in 2025 was primarily driven by production growth between the periods.

Previous wording

Interest Expense, Net. Interest expense, net increased $23 million for the six months ended June 30, 2026, compared to the same period in 2025 primarily due to (i) $44 million in additional expense incurred for our Guaranteed Senior Notes, and (ii) a decrease of $5 million in interest income, which were partially offset by interest cost savings of approximately $26 million due to the early termination of the Notes.

Current wording

Interest Expense, Net. Interest expense, net increased $21 million for the nine months ended September 30, 2026, compared to the same period in 2025 primarily due to (i) $48 million in additional expense incurred for our Guaranteed Senior Notes, and (ii) a decrease of $6 million in interest income, which were partially offset by interest cost savings of approximately $32 million due to the early redemption of the Notes.

Previous wording

Provision for (Benefit from) Income Taxes. The $72 million increase in income tax expense for the six months ended June 30, 2026, compared to the same period in 2025 primarily resulted from an increase in pre-tax income attributable to Viper and changes to the estimated deferred taxes recognized in connection with the closing of the Sitio Acquisition. See Note 9—Income Taxes of the notes to the condensed consolidated financial statements for further discussion of income tax expense.

Current wording

Provision for (Benefit from) Income Taxes. The $137 million increase in income tax expense for the nine months ended September 30, 2026, compared to the same period in 2025 primarily resulted from an increase in pre-tax income attributable to Viper due largely to the 2025 period including the non-cash ceiling test impairment charge discussed above, and changes to the estimated deferred taxes recognized in 2026 in connection with the closing of the Sitio Acquisition.

Previous wording

Net Income (Loss) Attributable to Non-Controlling Interest. The $182 million increase in net income attributable to non-controlling interest for the six months ended June 30, 2026, compared to the same period in 2025 was primarily due to (i) an increase in net income, and (ii) changes in the non-controlling interest in the Operating Company resulting from the Drop Down Equity Issuance and the issuance of OpCo Units to fund the Sitio Acquisition, which were partially offset by a dilution of the non-controlling interest following the 2025 Equity Offering and the 2026 Secondary Offering.

Current wording

Net Income (Loss) Attributable to Non-Controlling Interest. The $462 million increase in net income attributable to non-controlling interest for the nine months ended September 30, 2026, compared to the same period in 2025 was primarily due to (i) an increase in net income as discussed above, and (ii) changes in the non-controlling interest in the Operating Company resulting from the 2026 Drop Down Equity Issuance, 2025 Drop Down Equity Issuance and the issuance of OpCo Units to fund the Sitio Acquisition, which were partially offset by a dilution of the non-controlling interest following the 2025 Equity Offering and the 2026 Secondary Offering.

Previous wording

As we pursue our business and financial strategy, we regularly consider which capital resources, including cash flow and equity and debt financings, are available to meet our future financial obligations and liquidity requirements. Our future ability to grow proved reserves will be highly dependent on the capital resources available to us. Historically, our primary sources of liquidity have been cash flow from operations, equity and debt offerings, borrowings underour Revolving Credit Facility, term loan agreements and proceeds from sales of non-core assets. Our primary uses of cash have been dividends to our stockholders, Operating Company distributions to the holders of OpCo Units, repayments of debt, capital expenditures for the acquisition of our mineral and royalty interests in oil and natural gas properties and repurchases of our Common Stock and OpCo Units.

Current wording

As we pursue our business and financial strategy, we regularly consider which capital resources, including cash flow and equity and debt financings, are available to meet our future financial obligations and liquidity requirements. Our future ability to grow proved reserves will be highly dependent on the capital resources available to us. Historically, our primary sources of liquidity have been cash flow from operations, equity and debt offerings, borrowings underour Revolving Credit Facility, term loan agreements and proceeds from sales of non-core assets. Our primary uses of cash have been dividends to our stockholders, Operating Company distributions to the holders of OpCo Units, repayments of debt, capital expenditures for the acquisition of our mineral and royalty interests in oil and natural gas properties, including the recently completed McElroy Ranch Acquisition, 2026 Drop Down and Riverbend Acquisition and repurchases of our Common Stock and OpCo Units.

Previous wording

Our working capital requirements are supported by our cash and cash equivalents and our Revolving Credit Facility. At June 30, 2026, we had $1.99 billion of liquidity consisting of $77 million in cash and cash equivalents and $1.91 billion in available borrowings under our Revolving Credit Facility. See “—Capital Resources” below for additional discussions of changes in our sources of cash.

Current wording

Our working capital requirements are supported by our cash and cash equivalents and our Revolving Credit Facility. At September 30, 2026, we had $1.20 billion of liquidity consisting of $10 million in cash and cash equivalents and $1.19 billion in available borrowings under our Revolving Credit Facility. See “—Capital Resources” below for additional discussions of changes in our sources of cash.

Previous wording

We may draw on our Revolving Credit Facility to meet short-term cash requirements, or issue debt or equity securities as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements.

Current wording

We may draw on our Revolving Credit Facility to meet short-term cash requirements, including the Pending Buckhorn Acquisition, or issue debt or equity securities as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements.

Previous wording

Our operating cash flow is sensitive to many variables, the most significant of which are the volatility of prices for oil and natural gas and the volumes of oil, natural gas and natural gas liquids sold by our operators. The increase in net cash provided by operating activities during the six months ended June 30, 2026, compared to the same period in 2025 was primarily driven by an increase in royalty income, which was partially offset by (i) changes in our working capital accounts including the timing of when accounts receivable are collected and when payments are made on accounts payable, and (ii) an increase in certain cash payments, including for federal taxes, interest on our debt, and production and ad valorem taxes. See “—Results of Operations” for discussion of significant changes in our income and expenses.

Current wording

Our operating cash flow is sensitive to many variables, the most significant of which are the volatility of prices for oil and natural gas and the volumes of oil, natural gas and natural gas liquids sold by our operators. The increase in net cash provided by operating activities during the nine months ended September 30, 2026, compared to the same period in 2025 was primarily driven by an increase in royalty income, which was partially offset by (i) changes in our working capital accounts including the timing of when accounts receivable are collected and when payments are made on accrued liabilities, and (ii) an increase in certain cash payments, including for production and ad valorem taxes, interest on our debt, and federal taxes. See “—Results of Operations” for discussion of significant changes in our income and expenses.

Previous wording

Net cash provided by investing activities during the six months ended June 30, 2026, was primarily related to proceeds received from the Non-Permian Divestiture, partially offset by individually insignificant acquisitions of oil and natural gas properties. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional information on these transactions.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2026, was primarily related to acquisitions of oil and natural gas properties, which were partially offset by proceeds received from the Non-Permian Divestiture. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional information on these transactions.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2025, was primarily related to acquisitions of oil and natural gas properties in the 2025 Drop Down and from other third parties.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2025, was primarily related to acquisitions of oil and natural gas properties from third parties, including the partial retirement of approximately $1.2 billion of Sitio’s outstanding debt as part of the consideration for the Sitio Acquisition, and the 2025 Drop Down.

Previous wording

Net cash used in financing activities during the six months ended June 30, 2026, was primarily attributable to (i) $500 million paid for the retirement of the Term Loan, (ii) $494 million of dividends and dividend equivalent rights paid to holders of our OpCo Units and our Class A Common Stock, (iii) $228 million of securities repurchases under our repurchase program, and (iv) repayments, net of borrowings, of $10 million on our Revolving Credit Facility.

Current wording

Net cash used in financing activities during the nine months ended September 30, 2026, was primarily attributable to (i) $790 million of dividends and dividend equivalent rights paid to holders of our OpCo Units and our Class A Common Stock, (ii) $500 million paid to retire the Term Loan, and (iii) $318 million of securities repurchases under our repurchase program, which were partially offset by borrowings, net of repayments, of $705 million on our Revolving Credit Facility.

Previous wording

Net cash provided by financing activities during the six months ended June 30, 2025, was primarily attributable to proceeds of $1.2 billion from the 2025 Equity Offering and net borrowings of $64 million on our Revolving Credit Facility. These cash inflows were partially offset by $345 million of dividends paid to holders of our OpCo Units and our Class A Common Stock and $50 million paid for the redemption of principal outstanding on certain senior notes.

Current wording

Net cash provided by financing activities during the nine months ended September 30, 2025, was primarily attributable to (i) net proceeds from the issuance of the Guaranteed Senior Notes of $1.6 billion, (ii) proceeds of $1.2 billion from the 2025 Equity Offering, and (iii) net proceeds from the Term Loan of $500 million. These cash inflows were partially offset by (i) net repayments of $101 million on the 2025 Revolving Credit Facility, (ii) $427 million paid to retire the outstanding principal and redemption premium of the 7.375% Senior Notes due 2031 and $50 million paid to redeem a portion of the 5.375% Senior Notes due 2027 prior to their satisfaction and discharge, (iii) $512 million of dividends and dividend equivalent rights paid to holders of the OpCo Units and our Class A Common Stock, and (iv) $100 million of repurchases as part of the share repurchase program.

Previous wording

On June 12, 2026, the Company, as the parent guarantor, and VNOM Sub, Inc., as a guarantor, entered into a first amendment to the Revolving Credit Agreement with Viper Energy Partners LP, as borrower, the lenders and other guarantors named therein and Wells Fargo Bank, National Association, as administrative agent, which among other things, (i) increased the total commitments under the Revolving Credit Agreement from $1.50 billion to $2.00 billion, and (ii) extended the maturity date from June 12, 2030, to June 12, 2031. We had $95 million in outstanding borrowings and $1.91 billion of availability at June 30, 2026.

Current wording

On June 12, 2026, the Company, as the parent guarantor, and VNOM Sub, Inc., as a guarantor, entered into a first amendment to the Revolving Credit Agreement with Viper Energy Partners LP, as borrower, the lenders and other guarantors named therein and Wells Fargo Bank, National Association, as administrative agent, which among other things, (i) increased the total commitments under the Revolving Credit Agreement from $1.50 billion to $2.00 billion, and (ii) extended the maturity date from June 12, 2030, to June 12, 2031. We had $810 million in outstanding borrowings and $1.19 billion of availability on the Revolving Credit Facility at September 30, 2026. See Note 6—Debt of the notes to the condensed consolidated financial statements for additional discussions of our debt.

Previous wording

On December 10, 2025, our board of directors expanded the repurc hase program to include repurchases of our Class B Common Stock and OpCo Unitsin addition to our previously authorized Class A Common Stock. On February 18, 2026, our board of directors also approved an increase in our repurchase program authorization from $750 million to $1.75 billion, excluding the 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022. Since the inception of our repurchase program through July 31, 2026, we have repurchased an aggregate of 22,315,760 shares of our Class A Common Stock and 2,000,000 shares of our Class B Common Stock and OpCo Units for a total cost of $766 million, excluding any applicable excise tax, leaving approximately $984 million for future repurchases under the repurchase program. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of our stock repurchase program.

Current wording

On December 10, 2025, our board of directors expanded the repurc hase program to include repurchases of our Class B Common Stock and OpCo Unitsin addition to our previously authorized Class A Common Stock. On February 18, 2026, our board of directors also approved an increase in our repurchase program authorization from $750 million to $1.75 billion, excluding the 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022. Since the inception of our repurchase program through October 30, 2026, we have repurchased an aggregate of 24,139,149 shares of our Class A Common Stock and 2,000,000 shares of our Class B Common Stock and OpCo Units for a total cost of $844 million, excluding any applicable excise tax, leaving approximately $906 million for future repurchases under the repurchase program. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of our stock repurchase program.

Previous wording

Second Quarter 2026 Cash Dividends and Return of Capital Update

Current wording

Third Quarter 2026 Cash Dividends and Return of Capital Update

Previous wording

The Operating Company will pay a cash dividend for the second quarter of 2026 in accordance with its distribution policy of $0.97 per OpCo Unit on August 20, 2026, to eligible holders of record at the close of business on August 13, 2026.

Current wording

The Operating Company will pay a cash distribution for the third quarter of 2026 in accordance with its distribution policy of $0.73 per OpCo Unit on November 19, 2026, to eligible holders of record at the close of business on November 12, 2026.

Previous wording

In addition to repurchases under our repurchase program, we will pay a cash dividend for the second quarter of 2026 of $0.67 per share of Class A Common Stock payable on August 20, 2026, to eligible holders of record at the close of business on August 13, 2026. The dividend to stockholders consists of a base quarterly dividend of $0.38 per share of Class A Common Stock and a variable quarterly dividend of $0.29 per share of Class A Common Stock.

Current wording

In addition to repurchases under our repurchase program, we will pay a cash dividend for the third quarter of 2026 of $0.50 per share of Class A Common Stock payable on November 19, 2026, to eligible holders of record at the close of business on November 12, 2026.

Previous wording

We expect to continue paying quarterly cash dividends in respect of our Class A Common Stock and OpCo Units. However, beginning in the third quarter of 2026, we intend to transition away from our commitment to return at least 75% of cash available for distribution each quarter, and will increase the annual base dividend to $2.00 per share of our Class A Common Stock, which annual dividend will be payable in quarterly installments of $0.50 per share of our Class A Common Stock. The flexibility created by retaining excess cash flow will allow us to continue to opportunistically repurchase shares, reduce debt and pursue a disciplined mergers and acquisitions strategy, all of which we expect to compound value for our stockholders over the long term. Future dividends on Class A Common Stock and stock repurchases are not required and are at the discretion of the board of directors, who may change the dividend policy and/or share repurchase program at any time. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of the repurchase program and dividends.

Current wording

We expect to continue paying quarterly cash dividends in respect of our Class A Common Stock and OpCo Units. However, beginning in the third quarter of 2026, we transitioned away from our previous commitment to return at least 75% of cash available for distribution each quarter and increased our annual base dividend to $2.00 per share of Class A Common
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Production taxes as a percentage of royalty income remained consistent in the nine months ended September 30, 2026, compared to the same period in 2025.

Current report — wording carried from elsewhere

Stock. The annual dividend will be payable in quarterly installments of $0.50 per share of Class A Common Stock. Future dividends on Class A Common Stock and stock repurchases are not required and are at the discretion of the board of directors, who may change the dividend policy and/or share repurchase program at any time. See Note 7—Stockholders’ Equity of the notes to the condensed consolidated financial statements for further discussion of the repurchase program and dividends.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Provision for (Benefit from) Income Taxes. The $44 million increase in income tax expense in the second quarter of 2026 compared to the first quarter of 2026 primarily resulted from an increase in pre-tax income attributable to Viper and changes to the estimated deferred taxes recognized in connection with the closing of the Sitio Acquisition. See Note 9—Income Taxes of the notes to the condensed consolidated financial statements for further discussion of income tax expense.

Previous report — wording carried elsewhere

Net Income (Loss) Attributable to Non-Controlling Interest. The $71 million increase in net income attributable to non-controlling interest for the second quarter of 2026 compared to the first quarter of 2026 was primarily due to an increase in pre-tax income, slightly offset by a dilution of the non-controlling interest following the 2026 Secondary Offering.

Previous report — wording carried elsewhere

See Note 6—Debt of the notes to the condensed consolidated financial statements for additional discussions of our debt.