Viper Energy, Inc.

7. STOCKHOLDERS’ EQUITY

At September 30, 2026, the Company had a total of 193,043,950 shares of Class A Common Stock issued and outstanding and 168,551,337 shares of Class B Common Stock issued and outstanding. Additionally, at September 30, 2026, Tumbleweed Royalty IV, LLC (“TWR IV”) held 6,746,384 OpCo Units and the option, but not the obligation, to acquire an equivalent number of shares of the Company’s Class B Common Stock (the “TWR Class B Option”).

Members of New OpCo (other than the Company and its wholly owned subsidiaries) have the right, subject to certain limitations, to require the Company to redeem all or a portion of the shares of the Company’s Class B Common Stock held by such member, together with an equal number of OpCo Units (one share of Class B Common Stock together withone OpCo Unit) in exchange for an equivalent number of shares of the Company’s Class A Common Stock. In lieu of any such redemption, the Company may, in its sole discretion and subject to the approval of the Audit Committee of the Company’s board of directors, offer to purchase some or all of the tendered shares of Class B Common Stock and OpCo Units for cash subject to the terms and conditions included in the Amended and Restated Limited Liability Company Agreement of New OpCo. TWR IV may exchange its OpCo Units directly for an equivalent number of shares of the Company’s Class A Common Stock, and any OpCo Units so exchanged will reduce the number of shares of Class B Common Stock subject to the TWR Class B Option.

2026 Secondary Offering

On March 4, 2026, the Company completed a secondary public offering with Diamondback, EnCap Energy Capital Fund X, L.P. (“EnCap”), TWR IV, Opps IX Source Holdings PT, L.P. (“Source Holdings”) and Opps IX Source Holdings II PT, L.P. (“Source Holdings II” and together with Source Holdings, the “Sitio OpCo Former Equity Holders”) (all selling stockholders collectively, the “Selling Stockholders”) and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”) (the “2026 Secondary Offering”). The 2026 Secondary Offering authorized the Selling Stockholders to sell an aggregate of (i)17,391,304 shares of Class A Common Stock, and (ii) up to 2,608,696 shares of Class A Common Stock upon exercise of the Underwriters’ option to purchase additional shares of Class A Common Stock from certain Selling Stockholders at the public offering price of $45.90 per share, less underwriting discounts and commissions (the “Underwriter Option”). To effect the offering, (i) Diamondback, EnCap and the Sitio OpCo Former Equity Holders collectively exchanged 14,044,018 shares of the Company’s Class B Common Stock and an equivalent number of OpCo Units for 14,044,018 shares of the Company’s Class A Common Stock, and (ii) TWR IV exchanged 3,347,286 of its OpCo Units for an equivalent number of shares of the Company’s Class A Common Stock.

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 (the “Shoe Exercise”). To effect the offering of additional shares pursuant to the Shoe Exercise, Diamondback and the Sitio OpCo Former Equity Holders collectively exchanged 954,809 shares of the Company’s Class B Common Stock and an equivalent number of OpCo Units for 954,809 shares of the Company’s Class A Common Stock. Viper did not receive any proceeds from the sale of shares in the 2026 Secondary Offering or the Shoe Exercise. Pursuant to the Company’s registration rights agreements, the Company paid all expenses relating to the registration, offering and listing of the shares sold in the 2026 Secondary Offering and Shoe Exercise, except that the Selling Stockholders paid the discounts and commissions of the Underwriters, any transfer taxes and certain attorneys’ fees.

The following table presents the beneficial ownership of Common Stock and OpCo Units as of September 30, 2026:

(1)On a fully diluted basis, assuming TWR IV exercises the TWR Class B Option.

2025 Equity Offering

On February 3, 2025, the Company completed an underwritten public offering of 28,336,000 shares of Class A Common Stock, at a price to the public of $44.50 per share for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). The Company used the net proceeds from the 2025 Equity Offering to fund the cash consideration for certain acquisitions and for general corporate purposes.

Repurchase Program

On February 18, 2026, the Company’s board of directors increased the authorization under the Company’s repurchase program to$1.75 billion, excluding excise tax.

During the three months ended September 30, 2026, the Company repurchased approximately $90 million of its Class A Common Stock. During the nine months ended September 30, 2026, the Company repurchased approximately (i) $272 million of its Class A Common Stock, and (ii) $46 million of its OpCo Units related to the repurchase of 1,000,000 OpCo Units from affiliates of Oaktree Capital Management, L.P. (“Oaktree”) in conjunction with the 2026 Secondary Offering. Concurrently, a corresponding number of shares of the Company’s Class B Common Stock owned by Oaktree were canceled. The Company repurchased approximately $90 million and $100 million of its Class A Common Stock during the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, approximately $923 million remained available under the repurchase program, excluding excise tax.

Cash Dividends

The board of directors of the Company has established a dividend policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to holders of the OpCo Units. Historically, Viper has in turn distributed all or a portion of the available cash it receives from the Operating Company to holders of its Class A Common Stock through base and variable dividends that take into account capital returned to stockholders via its repurchase program. During 2025 and the first half of 2026, the Company had committed to return at least 75% of cash available for distribution each quarter to investors. Beginning in the third quarter of 2026, the Company removed the previous return of capital threshold and increased its annual base dividend to $2.00 per share of Class A Common Stock. The annual dividend will be payable in quarterly installments of $0.50 per share of Class A Common Stock beginning with the dividend payable for the third quarter of 2026. Future dividends on Class A Common Stock are not required and are at the discretion of the board of directors, who may change the dividend policy at any time.

The following table presents information regarding cash dividends paid during the periods presented (in millions except per share amounts):

Change in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying condensed consolidated financial statements represents the ownership interests of Diamondback, Sitio OpCo Former Equity Holders, TWR IV and EnCap in the net assets of the Operating Company. The non-controlling interests’ relative ownership in the Operating Company can change when transactions impacting the Operating Company’s outstanding equity occur. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.

The following table summarizes the changes in the Company’s stockholders’ equity due to changes in ownership interest of subsidiaries during the period: