UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 20, 2025
(Exact Name of Registrant as Specified in Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip code)
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(432 ) 221-7400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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(NASDAQ Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 20, 2025, Viper Energy, Inc. (“Viper”) announced the implementation of its leadership transition plan. Travis D. Stice will move on from
his role as Chief Executive Officer of Viper, effective immediately; he will remain a member of the Board of Directors of Viper (the “Board”). Also effective immediately, Kaes Van’t Hof, current President of Viper, will succeed Mr. Stice as Chief
Executive Officer, and Austen Gilfillian, current Vice President of Viper, will assume the role of President.
Biographical information for Mr. Van’t Hof, age 38, including the positions he holds with the Board and Diamondback Energy, Inc., Viper’s parent entity
(“Diamondback”), is included in Viper’s definitive proxy statement on Schedule 14A, filed by Viper with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”), and is incorporated into this Item by reference.
Mr. Gilfillian, age 32, has served as Vice President of Viper since February 2024. Prior to holding this position, he served as General Manager of
Viper from February 2022 to February 2024 and in various roles in Diamondback’s finance group before that since joining Diamondback in September 2017. Mr. Gilfillian graduated from Trinity University with a Bachelor of Science in Business
Administration and Economics.
In Mr. Gilfillian’s role as President, he will be eligible for an annual base salary of $400,000 and a target annual bonus opportunity of 80% of his annual base
salary. In addition, Mr. Gilfillian will be granted equity awards of Viper in 2025 with a target grant date value of $1.25 million, which awards will be 60% in the form of performance-based restricted stock units and 40% in the form of
time-based restricted stock units. In addition, Mr. Gilfillian will continue to participate in Diamondback’s Amended and Restated Senior Management Severance Plan in accordance with its terms. As with
other executive officers of Viper, Mr. Gilfillian is an employee of Diamondback and, other than his Viper equity awards, is compensated by Diamondback. Mr. Gilfillian’s services to Viper are provided pursuant to the Services and Secondment
Agreement, dated as of November 2, 2023, among Diamondback, Viper and certain other parties, and Diamondback’s expenses related to his compensation are subject to reimbursement by Viper under the Services and Secondment Agreement. Additional
information regarding the Services and Secondment Agreement is included in the Proxy Statement.
| Item 7.01. |
Regulation FD Disclosure.
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On February 20, 2025, Viper issued a press release announcing the leadership transition plan. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report,
including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Press Release, dated February 20, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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VIPER ENERGY, INC.
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Date: February 20, 2025
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By:
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/s/ Matt Zmigrosky
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Name:
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Matt Zmigrosky
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Title:
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Executive Vice President, General Counsel and Secretary
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