Viper Energy Inc-A美股招股说明书(2026-03-03版)

17,391,304 Shares VIPER ENERGY, INC. ClassA Common Stock The selling stockholders identified in this prospectus supplement are selling an aggregate of 17,391,304shares of our ClassA common stock. We will not receive any proceeds from the sale of shares of ourClassA common stock in this offering. Certain of the selling stockholders have granted the underwriters a 30-day option to purchase up to anadditional 2,608,696 shares of our ClassA common stock, solely to cover over-allotments, on the sameterms and conditions as set forth below. In connection with this offering, we have agreed to purchase from affiliates of Oaktree CapitalManagement, L.P. (collectively, “Oaktree”) an aggregate of up to 1,000,000 OpCo Units (as defined herein),at a price per OpCo Unit equal to the price per share to be received by the selling stockholders in thisoffering, and to cancel a corresponding number of shares of ClassB common stock held by Oaktree (the“Concurrent OpCo Unit Purchase”). The total amount paid by OpCo to Oaktree would be up toapproximately $. This offering is not conditioned upon the completion of the Concurrent OpCo UnitPurchase, but the Concurrent OpCo Unit Purchase is conditioned upon the completion of this offering. Our ClassA common stock is listed on The NASDAQ Global Select Market under the symbol“VNOM.” On February27, 2026, the last reported sales price of our ClassA common stock was $46.54 pershare. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on pageS-4of thisprospectus supplement and beginning on page3of the accompanying base prospectus. Per shareTotalPublic offering price$$Underwriting discount$$Proceeds, before expenses, to the selling stockholders$$(1) (1)We refer you to “Underwriting” beginning on pageS-16of this prospectus supplement for additionalinformation regarding underwriting compensation. Delivery of the shares of ClassA common stock will be made on or about March, 2026 through thebook-entry facilities of the Depository Trust Company. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying baseprospectus are truthful or complete. Any representation to the contrary is a criminal offense. Joint Lead Bookrunners J.P. Morgan The date of this prospectus supplement is March, 2026. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageAbout this prospectus supplementS-iiCautionary statement regarding forward-looking statementsS-iiiProspectus supplement summaryS-1The offeringS-3Risk factorsS-4Use of proceedsS-5Dividend policyS-6Stock repurchase programS-7Selling stockholdersS-8Material U.S. federal income tax consequences for non-U.S. holdersS-12UnderwritingS-16Selling restrictionsS-19Legal mattersS-23ExpertsS-23Where you can find more informationS-24PROSPECTUSABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiOUR COMPANY1RISK FACTORS3USE OF PROCEEDS4SELLING STOCKHOLDERS5DESCRIPTION OF CAPITAL STOCK11PLAN OF DISTRIBUTION15WHERE YOU CAN FIND MORE INFORMATION18INFORMATION INCORPORATED BY REFERENCE19LEGAL MATTERS21EXPERTS21 None of the selling stockholders, underwriters or us have authorized anyone to provide you withinformation that is different from that contained in or incorporated by reference into this prospectussupplement or the accompanying prospectus or in any free writing prospectus we may authorize to be deliveredor made available to you. None of the selling stockholders, underwriters or us take any responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. None of theselling stockholders, underwriters or us are making an offer of shares of our ClassA common stock in anyjurisdiction where the offer or sale is not permitted. You should not assume that the information provided bythis prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein ortherein is accurate as of any date other than the respective dates of such documents. Our business, financialcondition, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the Securities andExchange Commission, or the “SEC,” utilizing a “shelf” registration process. This document is in two parts.The first part is this prospectus supplement, which describes the specific terms of this offering of ClassAcommon stock. The second part, the accompanying base prospectus, gives more general information, someof which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referringto both parts combined. In the event that the description of this offering varies between this prospectussupplement and the accompanying base prospectus, you should rely on the information contained in thisp