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Viper Energy Launches Secondary Common Stock Offering By Diamondback Energy, Inc. and Certain Affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P.

MWN-AI** Summary

Viper Energy, Inc. (NASDAQ: VNOM) has announced the launch of a secondary public offering of 17,391,304 shares of its Class A common stock. This offering is being led by Diamondback Energy, Inc. along with affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P. Importantly, Viper itself will not benefit from any proceeds generated from this sale; it is strictly a transaction involving the Selling Stockholders. Additionally, the underwriters have been granted a 30-day option to purchase up to 2,608,696 shares for over-allotments.

In a separate but related transaction, Viper will also acquire 1 million units in its operating company, VNOM Holding Company LLC, from Oaktree affiliates. The pricing for these units will match that of the shares sold in the secondary offering. However, it's crucial to note that the Secondary Offering is independent of the unit purchase, whereas the unit purchase is contingent upon the successful completion of the Secondary Offering.

J.P. Morgan and Goldman Sachs & Co. LLC are serving as joint book-running managers for the offering. Viper has filed a registration statement with the SEC, which includes a prospectus that interested investors should review for a comprehensive understanding of the offering and Viper's operations.

The announcement includes a caution regarding forward-looking statements, highlighting potential risks and uncertainties associated with the company’s future outlook and market conditions. Viper, known for its mineral and royalty interests primarily in the Permian Basin, emphasizes that actual results may vary significantly from expectations due to numerous factors that could influence its business activities.

MWN-AI** Analysis

Viper Energy's recent announcement regarding its secondary offering of Class A common stock signals both opportunity and caution for investors. The offering entails the sale of 17,391,304 shares by major stakeholders, including Diamondback Energy, EnCap Investments, and Oaktree Capital Management. Importantly, Viper will not receive any proceeds from this sale, which might raise concerns about the rationale behind the transaction.

From an analytical perspective, secondary offerings typically serve as a liquidity strategy for existing shareholders rather than a direct signal about the company's operational health. Viper's concurrent purchase of 1,000,000 units in its operating company indicates that the management is actively looking to support the underlying asset value, potentially stabilizing market perceptions. However, this could also suggest a need for restructuring capital or addressing liquidity challenges.

Investors should consider the implications of the overall market reaction to the secondary offering. If the market perceives the offering as dilutive to existing shareholders, it could pressure share prices in the short term. Moreover, the 30-day over-allotment option granted to underwriters underscores the potential for increased share supply, which might further exert downward pressure on the stock.

Furthermore, Viper's operational focus on the Permian Basin positions it well amid ongoing volatility in oil and gas prices. Given the unpredictable nature of these commodities and recent dynamics in supply and demand, caution is warranted. Interested investors should critically evaluate Viper's financial health and market positioning post-offering, aligning their strategies with both market trends and the company's long-term potential.

In summary, while there are aspects of the secondary offering that could present purchasing opportunities, potential investors should proceed carefully, conducting thorough due diligence and monitoring market reactions closely to inform their investment decisions in Viper Energy.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

MIDLAND, Texas, March 02, 2026 (GLOBE NEWSWIRE) -- Viper Energy, Inc. (NASDAQ: VNOM) (“Viper”) announced today the launch of an underwritten public offering of 17,391,304 shares of its Class A common stock by Diamondback Energy, Inc. and certain affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P. (together, the “Selling Stockholders”), subject to market and other conditions (the “Secondary Offering”). Viper will not receive any proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 2,608,696 shares of Viper’s Class A common stock, solely to cover over-allotments.

In connection with the Secondary Offering, Viper has agreed to purchase an aggregate of 1,000,000 units in Viper’s operating company, VNOM Holding Company LLC, from affiliates of Oaktree Capital Management, L.P., at a price per unit equal to the price per share to be received by Selling Stockholders in the Secondary Offering (the “Concurrent OpCo Unit Purchase”). The Secondary 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 the Secondary Offering.

J.P. Morgan and Goldman Sachs & Co. LLC are acting as joint book-running managers for the Secondary Offering.

Viper has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. Copies of the prospectus and prospectus supplement for the Secondary Offering, when available, may be obtained from J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com and Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471_2526 or by emailing prospectus_ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Viper Energy, Inc.

Viper is a publicly traded Delaware corporation that owns and acquires mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin.

Cautionary Note Regarding Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding the completion of the Secondary Offering and the Concurrent OpCo Unit Purchase, Viper’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Be cautioned that these forward-looking statements are subject to all of the risk and uncertainties, most of which are difficult to predict and many of which are beyond Viper’s control, incident to the development, production, gathering and sale of oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, risks relating to acquisitions, including its consummation or the realization of the anticipated benefits and synergies therefrom. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in Viper’s filings with the SEC, including the prospectus and prospectus supplement relating to the offering, the Registration Statement, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the caption “Risk Factors,” as may be updated from time to time in Viper’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Viper undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Investor Contacts:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com 

Chip Seale
+1 432.247.6218
cseale@viperenergy.com 
Source: Viper Energy, Inc.


FAQ**

How will the Secondary Offering of 17,391,304 shares by Diamondback Energy, Inc. and affiliates impact Viper Energy Partners LP VNOM’s stock performance in the short and long term?

The Secondary Offering of 17,391,304 shares by Diamondback Energy, Inc. may pressure Viper Energy Partners LP (VNOM) stock performance in the short term due to potential market overhang, while in the long term, it could stabilize or improve if it strengthens operational synergies.

What are the strategic implications for Viper Energy Partners LP VNOM resulting from the Concurrent OpCo Unit Purchase in relation to its operations and financial health?

The Concurrent OpCo Unit Purchase enhances Viper Energy Partners LP's operational scale and asset base, potentially improving cash flow stability and financial health, while also enabling greater flexibility in capital allocation for future growth investments.

Considering the commodity price volatility mentioned, how might this affect the future revenue projections for Viper Energy Partners LP VNOM post-offering?

The commodity price volatility could lead to unpredictable revenue projections for Viper Energy Partners LP (VNOM) post-offering, as fluctuations in oil and natural gas prices directly impact their earnings and cash flow stability.

In light of the forward-looking statements, what should investors be particularly cautious about regarding Viper Energy Partners LP VNOM's operational risks associated with acquisitions and market conditions?

Investors should be particularly cautious about Viper Energy Partners LP's reliance on the volatile oil and gas market, as well as the potential operational challenges and integration risks that can arise from acquisitions amidst fluctuating economic conditions.

**MWN-AI FAQ is based on asking OpenAI questions about Viper Energy Partners LP (NASDAQ: VNOM).

Viper Energy Partners LP

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