tm267705-3_424b5 - none

424B5 1 tm267705-3_424b5.htm 424B5 tm267705-3_424b5 - none - 7.7239069s

Filed Pursuant to Rule 424(b)(5)

Registration No.: 333-289863

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 26, 2025

17,391,304 Shares

VIPER ENERGY, INC.

Class A Common Stock

The selling stockholders identified in this prospectus supplement are selling an aggregate of 17,391,304 shares of our Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock in this offering.

Certain of the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 2,608,696 shares of our Class A common stock, solely to cover over-allotments, on the same terms and conditions as set forth below.

In connection with this offering, we have agreed to purchase from affiliates of Oaktree Capital Management, L.P. (collectively, “Oaktree”) an aggregate of 1,000,000 OpCo Units (as defined herein), at a price per OpCo Unit equal to the price per share to be received by the selling stockholders in this offering, and to cancel a corresponding number of shares of Class B common stock held by Oaktree (the “Concurrent OpCo Unit Purchase”). The total amount paid by OpCo to Oaktree will be approximately $45.7 million. This offering is not conditioned upon the completion of the Concurrent OpCo Unit Purchase, but the Concurrent OpCo Unit Purchase is conditioned upon the completion of this offering.

Our Class A common stock is listed on The NASDAQ Global Select Market under the symbol “VNOM.” On February 27, 2026, the last reported sales price of our Class A common stock was $46.54 per share.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement and beginning on page 3 of the accompanying base prospectus.

	Per share			Total
Public offering price		$	45.90		$	798,260,853.60
Underwriting discount(1)		$	0.21		$	3,652,173.84
Proceeds, before expenses, to the selling stockholders		$	45.69		$	794,608,679.76

(1)

We refer you to “Underwriting” beginning on page S-16 of this prospectus supplement for additional information regarding underwriting compensation.

Delivery of the shares of Class A common stock will be made on or about March 4, 2026 through the book-entry facilities of the Depository Trust Company.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Joint Lead Bookrunners

J.P. MorganGoldman Sachs & Co. LLC

The date of this prospectus supplement is March 2, 2026.

	Page
About this prospectus supplement		S-ii
Cautionary statement regarding forward-looking statements		S-iii
Prospectus supplement summary		S-1
The offering		S-3
Risk factors		S-4
Use of proceeds		S-5
Dividend policy		S-6
Stock repurchase program		S-7
Selling stockholders		S-8
Material U.S. federal income tax consequences for non-U.S. holders		S-12
Underwriting		S-16
Selling restrictions		S-19
Legal matters		S-23
Experts		S-23
Where you can find more information		S-24


	ABOUT THIS PROSPECTUS					ii
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					iii
	OUR COMPANY					1
	RISK FACTORS					3
	USE OF PROCEEDS					4
	SELLING STOCKHOLDERS					5
	DESCRIPTION OF CAPITAL STOCK					11
	PLAN OF DISTRIBUTION					15
	WHERE YOU CAN FIND MORE INFORMATION					18
	INFORMATION INCORPORATED BY REFERENCE					19
	LEGAL MATTERS					21
	EXPERTS					21

	Class A shares beneficially owned prior to this offering and the Concurrent OpCo Unit Purchase(1)				Class A shares offered in this offering		Class A shares beneficially owned after this offering and the Concurrent OpCo Unit Purchase(1)
Name of selling stockholder	Number		Percent(2)		Class A shares offered in this offering		Number		Percent(2)
Diamondback Energy, Inc.(3)		155,058,093		46.7%		12,391,304		142,666,789		44.7%
EnCap Energy Capital Fund X, L.P.(4)		1,968,244		1.1%		652,714		1,315,530		*%
Tumbleweed Royalty IV, LLC(4)		10,093,670		5.4%		3,347,286		6,746,384		3.7%
Oaktree(5)(6)		7,502,934		4.1%		1,000,000		5,502,934		3.0%

Underwriter	Number of shares
J.P. Morgan Securities LLC		8,695,652
Goldman Sachs & Co. LLC		8,695,652
Total		17,391,304

	Per share			Without exercise			With exercise
Public offering price		$	45.90		$	798,260,853.60		$	918,000,000.00
Underwriting discount and commission payable by selling stockholders		$	0.21		$	3,652,173.84		$	4,200,000
Proceeds, before expenses, to the selling stockholders		$	45.69		$	794,608,679.76		$	913,800,000.00

	Securities Beneficially Owned Prior to this Offering(1)						Shares of Class A Common Stock Offered in this Offering		Securities Beneficially Owned After this Offering(1)
Name of Selling Stockholder	Class A Common Stock		Class B Common Stock		Percent(2)		Shares of Class A Common Stock Offered in this Offering		Class A Common Stock		Class B Common Stock(3)		Percent(2)(3)
Andrew Dax McDavid(4)		171,767		49,523		*		49,523		171,767		—		*
Blake Williams(5)		55,512		58,159		*		58,159		55,512		—		*
Brett S. Riesenfeld(6)		95,761		18,794		*		18,794		95,761		—		*
Britton L. James(7)		99,201		17,798		*		17,798		99,201		—		*
Blackstone(8)		—		9,728,421		5.4%		9,728,421		—		—		—
Carrie Osicka(9)		126,529		22,919		*		22,919		126,529		—		*
Christopher L. Conoscenti(10)		365,767		34,871		*		34,871		365,767		—		*
Craig Charles Langslet		—		8,000		*		8,000		—		—		—
Debra M. Brandes		5,448		6,159		*		6,159		5,448		—		*
Diamondback(11)		—		155,058,093		47.8%		155,058,093		—		—		—
EnCap Energy Capital Fund X, L.P.(12)		—		1,968,244		1.1%		1,968,244		—		—		—
Good News Minerals, LLC(13)		—		97,100		*		97,100		—		—		—
Ivan Gaidarov(14)		3,410		12,048		*		12,048		3,410		—		*
Jarret J. Marcoux(15)		108,131		18,804		*		18,804		108,131		—		*
Kimmeridge(16)		—		17,718,574		9.5%		17,718,574		—		—		—
NGU Management LLC(17)		—		432,053		*		432,053		—		—		—
Oaktree(18)		5,064		7,497,870		4.2%		7,497,870		5,064		—		*
Randy Newcomer, Jr.		—		35,172		*		35,172		—		—		—
Scott Rice		—		16,214		*		16,214		—		—		—
Sequoia Legacy Investments, LP(19)		—		53,152		*		53,152		—		—		—
Silva and Terry Resources & Minerals, LP(20)		—		126,359		*		126,359		—		—		—
Thomas Galloway		—		703		*		703		—		—		—
Tumbleweed Royalty IV, LLC(12)		—		10,093,670		5.6%		10,093,670		—		—		—

SEC Form 424B5 filed by Viper Energy Inc.