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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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) |
64361Q101 (CUSIP Number) |
Teresa L. Dick
Diamondback Energy, Inc., 900 NW 63rd Street, Suite 200
Oklahoma City, OK, 73116
(432) 221-7400
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
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)
03/19/2026
(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 Number(s): | 64361Q101 |
| 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: |
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| 11 | Aggregate amount beneficially owned by each reporting person
142,156,718.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP Number(s): | 64361Q101 |
| 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
8,066,528.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 64361Q101 |
| 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)
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| 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
69,626,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.4 % | ||||||||
| 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 1000, Midland,
TEXAS
, 79701. | |
Item 1 Comment:
This Amendment No. 2 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 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5.
The information on the cover pages sets forth the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock outstanding beneficially owned by each of the Reporting Persons, based on 194,114,585 shares of Class A Common Stock outstanding as of March 4, 2026.
The beneficial ownership percentage of the Listed Persons is set forth on Exhibit 99.1 as filed on August 26, 2025. | |
| (b) | Diamondback:
Sole Voting Power: 142,156,718
Shared Voting Power: 0
Sole Dispositive Power: 142,156,718
Shared Dispositive Power: 0
Includes (i) 64,463,550 shares of Class B Common Stock and 64,463,550 New OpCo Units held by Diamondback, (ii) 8,066,528 shares of Class B Common Stock and 8,066,528 New OpCo Units held by Diamondback's wholly owned subsidiary, Diamondback E&P and (iii) 69,626,640 shares of Class B Common Stock and 69,626,640 New OpCo Units held by Diamondback's wholly owned subsidiary, Endeavor. Diamondback, Diamondback E&P and Endeavor have the right to exchange their shares of Class B Common Stock and an equal number of New OpCo Units on a one-for-one basis for shares of Class A Common Stock.
Diamondback E&P:
Sole Voting Power: 8,066,528
Shared Voting Power: 0
Sole Dispositive Power: 8,066,528
Shared Dispositive Power: 0
Includes 8,066,528 shares of Class B Common Stock and 8,066,528 New OpCo Units held by Diamondback E&P. Diamondback E&P has the right to exchange its shares of Class B Common Stock and an equal number of New OpCo Units on a one-for-one basis for shares of Class A Common Stock.
Endeavor:
Sole Voting Power: 69,626,640
Shared Voting Power: 0
Sole Dispositive Power: 69,626,640
Shared Dispositive Power: 0
Includes 69,626,640 shares of Class B Common Stock and 69,626,640 New OpCo Units held by Endeavor. Endeavor has the right to exchange its shares of Class B Common Stock and an equal number of New OpCo Units on a one-for-one basis for shares of Class A Common Stock.
The beneficial ownership of the Listed Persons is set forth in Exhibit 99.1. | |
| (c) | On March 19, 2026, the Underwriters partially exercised their overallotment option and elected to purchase an additional 510,071 shares of Class A Common Stock from Diamondback at a price of $45.69 per share. Except for the foregoing, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Listed Persons, has effected any transaction in the Issuer's Common Stock since the filing of Amendment No. 1 to this Schedule 13D. | |
| (d) | None. | |
| (e) | Not applicable | |
| 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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