Viper Energy, Inc. (VNOM)

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto presented in this report as well as our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. See Part II. Item 1A. Risk Factors, Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 and Cautionary Statement Regarding Forward-Looking Statements.

Overview

We are a publicly traded Delaware corporation focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. We operate in one reportable segment.

Recent Developments

Pending 2026 Drop Down

On August 3, 2026, we, as parent, and Viper Energy Partners LP, as buyer, entered into a definitive purchase agreement to acquire certain mineral and royalty interests from Diamondback and related subsidiaries in exchange for 3,654,979 OpCo Units and an equivalent number of shares of our Class B Common Stock, subject to transaction costs and certain customary post-closing adjustments. The mineral and royalty interests to be acquired in the Pending 2026 Drop Down represent approximately 933 net royalty acres in the Permian Basin. After giving effect to the Pending 2026 Drop Down, we currently estimate that following the closing of the Pending 2026 Drop Down, Diamondback will beneficially own approximately 39.8% of our outstanding Common Stock, on a fully diluted basis.

Cash Dividend and Return of Capital Update

On July 30, 2026, our board of directors approved an increase of 32% to our annual base dividend, or an amount equal to $2.00 per share of Class A Common Stock beginning with the dividend payable for the third quarter of 2026. With this increase and a commitment to grow the base dividend steadily over time, we are removing our commitment to return at least 75% of cash available for distribution each quarter. We believe a single, durable and growing base dividend, rather than a variable payout that fluctuates with commodity prices, best showcases what differentiates Viper: an industry-leading, low-breakeven yield paired with consistent per-share growth.

Riverbend Acquisition

On July 1, 2026, we and Viper Energy Partners LP acquired all of the equity interests of Riverbend Oil & Gas IX, L.L.C., from Riverbend for consideration consisting of (i) approximately $339 million in cash, and (ii) 3,691,796 shares of our Class A Common Stock, in each case, subject to customary post-closing adjustments. The mineral and royalty interests acquired in the Riverbend Acquisition represent approximately 2,772 net royalty acres in the Permian Basin.

2026 Secondary Offering

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, the Underwriters exercised a portion of the Underwriter Option and purchased an additional 954,809 shares of Class A Common Stock. We did not receive any proceeds from the 2026 Secondary Offering or the Shoe Exercise.

Divestiture of Non-Permian Assets

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 Williston basins with then-current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used to (i) repay the $500 million Term Loan in full, (ii) fully repay $90 million of then-outstanding borrowings under our Revolving Credit Facility, and (iii) for general corporate purposes.

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As of July 1, 2026, after giving effect to the Riverbend Acquisition, our footprint of mineral and royalty interests totaled approximately 90,212 net royalty acres, approximately 38% of which are operated by Diamondback.

See Note 4—Acquisitions and Divestitures and Note 13—Subsequent Events of the notes to the condensed consolidated financial statements for additional information on our acquisitions and divestitures and cash dividend and return of capital update.

Commodity Prices

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Geopolitical global conflicts, tariffs or other trade barriers and any resulting trade tensions, regional and worldwide economic activity, changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, extreme weather conditions, changes in OPEC+ production levels and other substantially variable factors influence market conditions for these products. For example, as a result of the ongoing conflict in the Middle East, in 2026 the global crude oil market has shifted between supply-demand surpluses and deficits, due to material reductions in crude oil and refined products from the markets, creating additional volatility in benchmark crude oil prices. These factors are beyond our control and are difficult to predict. During the first half of 2026 and 2025, WTI prices averaged $83.00 and $70.81 per Bbl, respectively, and Henry Hub prices averaged $3.20 and $3.69 per MMBtu, respectively.

Production and Operational Update

As of July 1, 2026, after giving effect to the Riverbend Acquisition, there were 106 gross rigs operating on our mineral and royalty acreage, 12 of which are operated by Diamondback. We delivered strong production results in the first half of 2026, highlighted by steady development activity from both Diamondback and our third-party operators across our high-quality asset base, as well as a continuation of our differentiated acquisition strategy. Reflecting this momentum, we are increasing our full year 2026 production guidance to range between approximately 132.5 MBOE/d to 135 MBOE/d.

The following table summarizes our gross well information as of July 1, 2026, after giving effect to the Riverbend Acquisition:

(1)Average lateral length normalized to 10,000 feet.

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(2)The total 1,798 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months.

(3)The total 1,589 gross line-of-sight wells are those that are not currently in the process of active development, but for which we have reason to believe will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third-party operators or Diamondback’s current expected completion schedule. Existing permits or active development of our royalty acreage does not ensure that those wells will be turned to production given the volatility in oil prices.

Results of Operations

Comparison of the Three Months Ended June 30, 2026, and March 31, 2026

The following table summarizes our income and expenses for the periods indicated:

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The following table summarizes our production data, average sales prices and average costs for the periods indicated:

(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.

(2)Realized price net of all deducts for gathering, transportation and processing.

(3)Hedged prices reflect the impact of cash settlements of our matured commodity derivative

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto presented in Item 8. Financial Statements and Supplementary Data of this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors discussed further in Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking Statements of this report.

Overview

We are a publicly traded Delaware corporation focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. We operate in one reportable segment.

The following discussion includes a comparison of our results of operations, including changes in our operating income, and liquidity and capital resources for fiscal year 2025 and fiscal year 2024. A discussion of changes in our results of operations from fiscal year 2024 compared to fiscal year 2023 has been omitted from this report, but may be found in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, and is incorporated by reference in this report from such prior Annual Report on Form 10-K.

Recent Developments

2026 Activity

Increase in Repurchase Program Authorization

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 February 20, 2026, approximately $1.2 billion remains available for future repurchases under our repurchase program, excluding excise tax.

Cash Dividends

On February 18, 2026, our board of directors approved (i) an increase to our annual base dividend to $1.52 per share of Class A Common Stock beginning with the dividend payable for the fourth quarter of 2025, and (ii) a combined quarterly base and variable cash dividend of $0.52 per share of Class A Common Stock and $0.65 per OpCo Unit payable on March 12, 2026.

Divestiture of Non-Permian Assets

On February 9, 2026, we completed the Non-Permian Divestiture for net cash proceeds of approximately $617 million, subject to customary post-closing adjustments. The divested properties consisted of approximately 9,400 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins with current production of approximately 4,750 BO/d. Proceeds from the Non-Permian Divestiture were used to repay the Term Loan (as defined below) and to reduce borrowings outstanding on the 2025 Revolving Credit Facility (as defined below).

2025 Activity

Acquisitions Update

Sitio Acquisition

On August 19, 2025, we completed the Sitio Acquisition in an all-equity transaction valued at approximately $4.0 billion, including customary transaction costs and post-closing adjustments and the partial retirement of Sitio’s net debt of approximately $1.2 billion. The mineral and royalty interests acquired in the Sitio Acquisition represent approximately 25,300 net royalty acres in the Permian Basin and approximately 9,000 net royalty acres in the Denver-Julesburg, Eagle Ford and Williston basins, for total acreage of approximately 34,300 net royalty acres.

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2025 Drop Down

On May 1, 2025, we completed the 2025 Drop Down for consideration consisting of (i) $873 million in cash including customary post-closing adjustments, and (ii) the issuance of 69,626,640 OpCo Units and an equivalent number of shares of our Class B Common Stock (collectively, the “Drop Down Equity Issuance”). The mineral and royalty interests acquired in the 2025 Drop Down represent approximately 24,446 net royalty acres in the Permian Basin, 69% of which are operated by Diamondback.

Other Acquisitions

During the year ended December 31, 2025, we acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 515 net royalty acres in the Permian Basin for an aggregate net purchase price of approximately $140 million, including customary closing adjustments. Additionally, during the year ended December 31, 2025, we acquired from Morita Ranches Minerals, LLC, mineral and royalty interests representing 1,691 net royalty acres in the Permian Basin for consideration consisting of $208 million in cash and 2,400,297 OpCo Units together with an equal number of shares of our Class B Common Stock, including customary transaction costs and post-closing adjustments.

At December 31, 2025, our footprint of mineral and royalty interests totaled approximately 96,003 net royalty acres, approximately 35% of which are operated by Diamondback.

See Note 4—Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report for further information.

Debt Transactions

Notes Offering and Retirement of Notes

On July 23, 2025, the Operating Company issued the Guaranteed Senior Notes for an aggregate principal amount of $1.6 billion. Using approximately $824 million of the net proceeds from the issuance of the Guaranteed Senior Notes, we redeemed all of our 7.375% Senior Notes maturing on November 1, 2031 (the “2031 Notes”) and on November 1, 2025 we redeemed our 5.375% Senior Notes due 2027 (the “2027 Notes”), including accrued and unpaid interest through the date of redemption and any redemption premiums. We used the remaining net proceeds to partially retire Sitio’s net debt of approximately $1.2 billion including any fees, costs and expenses related to the redemption or repayment of such debt, and for general corporate purposes.

Additionally, in the second quarter of 2025, prior to redemption, we opportunistically repurchased principal amounts of $50 million of the 2027 Notes in open market transactions for total cash consideration of $50 million, at an average of 99.7% of par value.

On December 23, 2025, Old OpCo converted its legal form (the “OpCo Conversion”), in accordance with the applicable laws of the State of Delaware, to a Delaware limited partnership named Viper Energy Partners LP (“Viper LP”), which is now the issuer with respect to the Guaranteed Senior Notes.

Term Loan

On July 23, 2025, Former Viper, as guarantor, the Operating Company, as borrower, and Goldman Sachs Bank USA, as administrative agent, entered into a $500 million term loan credit agreement (the “Term Loan”), which was fully drawn to partially fund the retirement of Sitio’s net debt. Following the closing of the Sitio Acquisition, New Viper became an additional guarantor of the borrower’s obligations under the Term Loan. Following the OpCo Conversion, Viper LP became the borrower under the Term Loan.

2025 Revolving Credit Facility

On June 12, 2025, Former Viper, as guarantor, entered into a credit agreement with the Operating Company, as borrower, and Wells Fargo, as the administrative agent providing for a senior unsecured revolving credit facility with a commitment amount of $1.5 billion (the “2025 Revolving Credit Facility”). The 2025 Revolving Credit Facility was previously guaranteed by certain subsidiaries of the Operating Company, and upon completion of the Sitio Acquisition, those subsidiary guarantees were released and New Viper and Former Viper became co-guarantors. The 2025 Revolving Credit Facility replaced

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the borrower’s previous revolving credit facility, and will mature on June 12, 2030, unless extended in accordance with its terms. Following the OpCo Conversion, Viper LP became the borrower under the 2025 Revolving Credit Facility.

See Note 6—Debt in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our debt.

2025 Equity Offering

On February 3, 2025, we completed an underwritten public offering of 28,336,000 shares of our Class A Common Stock, which included 3,696,000 shares issued pursuant to an option to purchase additional shares of Class A Common Stock granted to the underwriters, at a price to the public of $44.50 per share, for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). We used the net proceeds from the 2025 Equity Offering to fund (i) a portion of the cash consideration for the 2025 Drop Down, (ii) the cash consideration for various individually insignificant acquisitions, and (iii) for general corporate purposes.

Commodity Prices and Certain Other Market Considerations

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Regional and worldwide economic activity, changes in trade or other government policies or regulations, including with respect to U.S. energy and monetary policies, tariffs or other trade barriers and any resulting trade tensions, regional conflicts and political instability, extreme weather conditions and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. OPEC+ continues to meet regularly to evaluate the state of global oil supply, demand and inventory levels and can heavily influence volatility in oil prices. During 2025, 2024 and 2023, WTI prices averaged $64.73, $75.76 and $77.60 per Bbl, respectively, and Henry Hub prices averaged $3.62, $2.41 and $2.66 per MMBtu, respectively. For additional information around risks related to commodity prices, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk.

Based on 2025 commodity prices, industry conditions and the results of the quarterly ceiling tests, we were required to record aggregate non-cash impairments of $768 million on our proved oil and natural gas interests during the year ended December 31, 2025. If commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves and cash flows may be adversely impacted. Our business may also be adversely impacted by any pipeline capacity and storage constraints.

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Production and Operational Update

As of December 31, 2025, there were 98 gross rigs operating on our mineral and royalty acreage, eight of which are operated by Diamondback. During 2025, we completed the Sitio Acquisition and the 2025 Drop Down, which reinforced the durability of our growth outlook and leveraged our leading position in the minerals and royalty sector to advance our differentiated acquisition strategy. Currently, we estimate full year production levels in 2026 to range between approximately 120 MBOE/d to 132 MBOE/d.

The following table summarizes our gross well information excluding the recently divested non-Permian assets as of December 31, 2025, unless otherwise specified:

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