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Viper Energy, Inc.

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

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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, 2026 · Filed Nov 4, 2026

VNOM$40.20-1.0%Stored close · as of Nov 9, 2026

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4. Acquisitions and Divestitures

  1. ACQUISITIONS AND DIVESTITURES

2026 Activity

Pending Buckhorn Acquisition

On September 14, 2026, the Company and Viper Energy Partners LP, an indirect wholly owned subsidiary of the Company, 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”). The Pending Buckhorn Acquisition is expected to close during the fourth quarter of 2026, subject to the satisfaction of customary closing conditions.

McElroy Ranch Acquisition

In two separate but related transactions in September 2026, the Company 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 (collectively, the “McElroy Ranch Acquisition”). Approximately $16 million of the deferred consideration payable is reflected in the caption “Accrued liabilities” on the Company’s condensed consolidated balance sheet at September 30, 2026, and approximately $33 million is reflected in the caption “Other long-term liabilities.” The Company funded the initial cash consideration for the transactions through a combination of cash on hand and borrowings under the Company’s Revolving Credit Facility (as defined and discussed in Note 6—Debt).

2026 Drop Down

On September 1, 2026, the Company, as parent, and Viper Energy Partners LP, as buyer, acquired approximately 1,000 net royalty acres in the Permian Basin from Diamondback and related subsidiaries in exchange for 3,815,459 OpCo Units and an equivalent number of shares of the Company’s Class B Common Stock (collectively, the “2026 Drop Down Equity Issuance”) (the “2026 Drop Down”), subject to transaction costs and customary post-closing adjustments.

The Company issued the shares of Class B Common Stock in the 2026 Drop Down in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

The 2026 Drop Down was accounted for as a transaction between entities under common control with the acquired properties recorded at Diamondback’s historical carrying value of $126 million in the Company’s condensed consolidated balance sheet.

Riverbend Acquisition

On July 1, 2026, the Company and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C., an entity owning certain mineral and royalty interests, from Riverbend Oil & Gas IX (AIV), L.L.C. and ROG IX, L.L.C. (collectively, “Riverbend”) for consideration consisting of (i) approximately $347 million in cash, including certain transaction costs, and (ii)3,691,796 shares of the Company’s Class A Common Stock, in each case, subject to customary post-closing adjustments (the “Riverbend Acquisition”).

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.

The Company funded the cash portion of the Riverbend Acquisition through a combination of cash on hand and borrowings under the Company’s Revolving Credit Facility.

Divestiture of Non-Permian Assets

On February 9, 2026, the Company divested all of its non-Permian assets, including those acquired from Sitio Royalties Corp. (“Sitio”), to an affiliate of GRP Energy Capital LLC and Warwick Capital Partners LLP for net cash proceeds of approximately $610 million, subject to transaction costs and customary post-closing adjustments (the “Non-Permian Divestiture”). 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 (i) to repay the Company’s $500 million Term Loan (as defined and discussed in Note 6—Debt) in full, (ii) to fully repay $90 million of then-outstanding borrowings under the Revolving Credit Facility, and (iii) for general corporate purposes.

Other Acquisitions

During the nine months ended September 30, 2026, the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing approximately 631 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $112 million, subject to customary post-closing adjustments. Additionally, during the nine months ended September 30, 2026, the Company acquired mineral and royalty interests from Diamondback representing approximately 59 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $12 million, subject to customary post-closing adjustments.

2025 Significant Activity

Sitio Acquisition

On August 19, 2025, the Company completed a series of transactions in which New Viper acquired 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 Former Viper, the Operating Company, Sitio, Sitio OpCo, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (the “Sitio Acquisition”). The Sitio Acquisition was an all-equity transaction valued at approximately $4.0 billion, including transaction costs, customary post-closing adjustments and the partial retirement of Sitio’s net debt of approximately $1.2 billion. The Company funded the retirement of Sitio’s net debt through a combination of cash on hand, proceeds from the issuance of the Guaranteed Senior Notes and borrowings under the Term Loan (as defined and discussed in Note 6—Debt).

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 35,619,951 OpCo Units.

The mineral and royalty interests acquired in the Sitio Acquisition represent approximately 25,300 net royalty acres in the Permian Basin and approximately 9,000 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins, for a total of approximately 34,300 net royalty acres. The non-Permian mineral and royalty interests acquired in the Sitio Acquisition were subsequently divested as discussed above in “—Divestiture of Non-Permian Assets”.

The Sitio Acquisition was accounted for as an asset acquisition in accordance with ASC 805.

2025 Drop Down

On May 1, 2025, the Company acquired all of the issued and outstanding equity interests of certain Diamondback subsidiaries for consideration consisting of (i) approximately $873 million in cash, including 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 (collectively, the “2025 Drop Down Equity Issuance”) (the “2025 Drop Down”).

The mineral and royalty interests acquired in the 2025 Drop Down represented approximately 24,446 net royalty acres in the Permian Basin,69% of which were operated by Diamondback, and had an average net royalty interest of approximately 2.2% and then-current oil production of approximately 17,097 BO/d (the “Endeavor Mineral and Royalty Interests”). The Endeavor Mineral and Royalty Interests include interests in horizontal wells comprised of 5,574 gross proved developed production wells (of which approximately 32% are operated by Diamondback),116 gross completed wells and 394 gross drilled but uncompleted wells, all of which are principally concentrated in the Midland Basin, with the balance located primarily in the Delaware and Williston basins.

The Company funded the cash consideration for the 2025 Drop Down with a portion of the proceeds from the 2025 Equity Offering (as defined and discussed in Note 7—Stockholders’ Equity) and borrowings under the Revolving Credit Facility. The 2025 Drop Down was accounted for as a transaction between entities under common control, with the Endeavor Mineral and Royalty Interests recorded at the seller’s historical carrying value in the Company’s condensed consolidated balance sheet.

For more discussion of the Company’s acquisitions completed during 2025, see Note 4—Acquisitions and Divestitures in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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