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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Viper Energy, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) |
(CUSIP Number) |
Teresa L. Dick Diamondback Energy, Inc., 900 NW 63rd Street, Suite 200 Oklahoma City, OK, 73116 (432) 221-7400 Zachary S. Podolsky Latham & Watkins LLP, 1271 Avenue of the Americas New York, NY, 10020 (212) 906-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Diamondback Energy, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
145,972,177.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
43.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Diamondback E&P LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,874,987.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Endeavor Energy Resources, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,633,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.000001 per share | |
| (b) | Name of Issuer:
Viper Energy, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
500 West Texas Ave., Suite 100, Midland,
TEXAS
, 79701. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on August 26, 2025 (as amended, the "Schedule 13D"), relating to the Class A Common Stock, par value $0.000001 per share (the "Class A Common Stock") of Viper Energy, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Distribution Reinvestment Plan
On November 5, 2026, VNOM Holding Company LLC ("Viper OpCo") and the Issuer jointly adopted a Distribution Reinvestment Plan (the "Plan"). Under the Plan, holders of units of Viper OpCo ("OpCo Units") other than the Issuer and its wholly owned subsidiaries may elect to reinvest all or a specified percentage of their cash distributions on OpCo Units in additional OpCo Units.
Under the Plan, each participating unitholder's cash distribution is treated as contributed to Viper OpCo on the payment date. In exchange, the unitholder receives a number of OpCo Units equal to the contributed amount divided by the "Plan Price". The Plan Price is the average closing price of the Class A Common Stock for the five consecutive trading days immediately preceding the payment date. For each OpCo Unit issued, the Issuer will issue an equal number of shares of Class B Common Stock. The resulting OpCo Units and Class B Common Stock may be exchanged for Class A Common Stock in accordance with Viper OpCo's limited liability company agreement.
On November 5, 2026, the Reporting Persons elected to reinvest distributions on all of their OpCo Units beginning with Viper OpCo's third quarter distribution payable on November 19, 2026. Future participation is subject to quarterly review by the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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