VNOM — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-06

• On May 1, 2026, we and Viper Energy Partners LP entered into a definitive purchase and sale agreement to acquire all of the equity interests of Riverbend Oil & Gas IX, L.L.C., from Riverbend for consideration consisting of (i) approximately $337 million in cash, and (ii) 3,689,865 shares of our Clas…

• On March 4, 2026, we completed the 2026 Secondary Offering, which authorized the Selling Stockholders to sell an aggregate of (i) 17,391,304 shares of Class A Common Stock, and (ii) up to an additional 2,608,696 shares of Class A Common Stock at the public offering price of $45.90. On March 19, 2026…

• On February 18, 2026, our board of directors approved an increase in authorization under our existing repurchase program from $750 million to $1.75 billion, excluding excise tax. As of May 1, 2026, approximately $1.14 billion remained available for future repurchases under our repurchase program, ex…

• On February 9, 2026, we completed the Non-Permian Divestiture for net cash proceeds of approximately $610 million, including transaction costs and customary post-closing adjustments. The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Wi…

• At March 31, 2026, our footprint of mineral and royalty interests totaled approximately 86,639 net royalty acres, approximately 38% of which are operated by Diamondback. See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional informatio…

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• On October 30, 2025, we entered into an equity interest purchase agreement to divest all its non-Permian assets, including those acquired from Sitio, for a purchase price of approximately $670 million, subject to customary purchase price adjustments. The properties to be divested consist of approxim…

• On August 19, 2025, we completed the Sitio Acquisition in an all-equity transaction valued at approximately $4.0 billion, subject to further adjustments for transaction costs and certain customary post-closing adjustments, including the retirement of Sitio’s net debt of approximately $1.2 billion. T…

• During the nine months ended September 30, 2025, we acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 270 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $72 million, subject to …

• At September 30, 2025, our footprint of mineral and royalty interests totaled approximately 95,846 net royalty acres, approximately 39% of which are operated by Diamondback.

• See Note 4—Acquisitions and Divestitures of the notes to the condensed consolidated financial statements for additional information on these acquisitions.

Text added vs the prior filing · source: 10-Q · 2026-05-06

• Other than the repayment and termination of the Term Loan in the first quarter of 2026, information about market risks for the three months ended March 31, 2026 does not differ materially from that disclosed in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the Compa…

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market …

• Our major market risk exposure is in the pricing applicable to the oil and natural gas production of our operators. Realized prices are driven primarily by the prevailing worldwide price for crude oil and prices for natural gas in the United States. Both crude oil and natural gas realized prices are…

• We historically have used fixed price swap contracts, fixed price basis swap contracts and costless collars with corresponding put and call options to reduce price volatility associated with certain of our royalty income as discussed in Note 10—Derivatives of the notes to the condensed consolidated …

• At September 30, 2025, we had a net asset derivative position of $11 million related to our commodity price derivatives. Utilizing actual derivative contractual volumes under our contracts as of September 30, 2025, both a 10% increase and a 10% decrease in forward curves associated with the underlyi…

• We are subject to risk resulting from the concentration of royalty income in producing oil and natural gas interests and receivables with a limited number of significant purchasers and producers. We do not require collateral and the failure or inability of our significant purchasers to meet their ob…

Text added vs the prior filing · source: 10-Q · 2026-05-06

• Changes in Internal Control over Financial Reporting. We are in the process of integrating the entities acquired in the Sitio Acquisition. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, there have not been any changes in our…

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• Changes in Internal Control over Financial Reporting. Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Sitio Acquisition on August 19, 2025. Under guidelines established…

Text added vs the prior filing · source: 10-Q · 2026-05-06

• On May 1, 2026, the Company and Viper Energy Partners LP, an indirect wholly owned subsidiary of the Company, entered into a definitive purchase and sale agreement to acquire all of the equity interests of Riverbend Oil & Gas IX, L.L.C., from Riverbend for consideration consisting of (i) approximate…

• At the closing of the Pending Riverbend Acquisition, we will be obligated to enter into a registration rights agreement (the “Registration Rights Agreement”) with Riverbend, pursuant to which we will agree to file, no later than five business days following the date of the Registration Rights Agreem…

• All of the shares of our Class A Common Stock to be issued to Riverbend in the Pending Riverbend Acquisition will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving an…

• See Note 13—Subsequent Events of the notes to the condensed consolidated financial statements for additional information on the Pending Riverbend Acquisition.

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• On October 31, 2025, the Company’s board of directors approved certain amendments to our Amended and Restated Bylaws, effective immediately (as amended and restated, the “Second Amended and Restated Bylaws”). Among other things, the Second Amended and Restated Bylaws:

• •clarify and enhance procedural mechanics and disclosure requirements relating to stockholders calling special meetings and stockholder director nominations and submissions of proposals;

• •adopt a federal forum provision, selecting federal courts as the exclusive forum for claims under the Securities Act, unless we consent in writing to the selection of an alternative forum; and

• •make other technical, conforming, modernizing and clarifying amendments.

• The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.3 hereto.