DEF 14A of Viper Energy, Inc., Apr 8, 2026

DEF 14A of Viper Energy, Inc.

Filed Apr 8, 2026 · FY20250001193125-26-146417

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | Committee Memberships | | | | | | | | Nominee | Age | Director Since | Independent | Audit | | Compensation | | Nominating and Corporate Governance | | Other Current Public Boards | | Laurie H. Argo | 54 | 2023 | ✓ | | | ✓ | | ✓ | + | 1 | | Spencer D. Armour, III | 72 | 2017 | ✓ | ✓ | | ✓ | | ✓ | | 2 | | Frank C. Hu | 64 | 2022 | ✓ | ✓ | | | | ✓ | | 1 | | W. Wesley Perry | 69 | 2014 | ✓ | ✓ | + | ✓ | | ✓ | | 1 | | James L. Rubin | 41 | 2014 | ✓ | ✓ | | ✓ | + | | | 0 | | Travis D. Stice | 64 | 2014 | | | | | | | | 1 | | Kaes Van’t Hof | 39 | 2023 | | | | | | | | 1 | | Steven E. West+ | 65 | 2014 | ✓ | | | | | | | 1 |

  3. DIRECTOR NOMINEES

    | + | Chairman of Board or Committee, as applicable |

  4. RECENT DEVELOPMENTS

    RECENT DEVELOPMENTS

  5. November 2023 Conversion into Corporate Status

    November 2023 Conversion into Corporate Status On November 13, 2023, Viper Energy Partners LP (the “Partnership”) converted from a Delaware limited partnership to a Delaware corporation named “Viper Energy, Inc.” (the “Conversion”). Following the Conversion, (i) the partnership interests converted to shares of Class A Common Stock (as defined below) and shares of Class B Common Stock (as defined below), which shares of Class B Common Stock are paired, on a one-to-one basis, with OpCo Units (as defined below) in the Operating Company (as defined below), our operating subsidiary, (ii) our business and affairs are overseen by our board of directors, rather than the General Partner (as defined below), and (iii) our day-to-day business is managed by our executive officers under the terms and conditions of the Services and Secondment Agreement, dated as of November 2, 2023 (the “Services and Secondment Agreement”), pursuant to which our parent, Diamondback (as defined below), and its wholly-owned subsidiary, Diamondback E&P LLC (“Diamondback E&P”), provide personnel and general and administrative services to us, including the services of our executive officers and other employees, in a similar manner as those provided to us by the former General Partner prior to the Conversion.

  6. 2025 Drop Down

    2025 Drop Down On May 1, 2025, the Company (as defined below) acquired all of the issued and outstanding equity interests in 1979 Royalties, LP and 1979 Royalties GP, LLC from Endeavor Energy Resources, LP (“Endeavor”), each a seller party and a subsidiary of Diamondback, pursuant to a definitive equity purchase agreement for consideration consisting of (i) $873 million in cash including certain customary post-closing adjustments, and (ii) the issuance of 69,626,640 OpCo Units and an equivalent number of shares of the Company’s Class B Common Stock (as defined below) (the “2025 Drop Down”). The OpCo Units and the Class B Common Stock issued in the 2025 Drop Down, as well as the OpCo Units and Class B Common Stock otherwise beneficially owned by Diamondback, are exchangeable from time to time for shares of the Company’s Class A Common Stock (as defined below) (that is, one OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). The shares of Class A Common Stock that may be issued to Diamondback and/or its subsidiaries upon exchange of their OpCo Units and shares of Class B Common Stock, including those OpCo Units and shares of Class B Common Stock issued at the closing of the 2025 Drop Down, are subject to the Company’s existing registration rights agreement with Diamondback, dated as of November 13, 2023, previously filed by the Company with the Securities and Exchange Commission (the “SEC”).

  7. Sitio Acquisition

    Sitio Acquisition On August 19, 2025, the Company completed a series of transactions in which Viper Energy, Inc. (formerly known as New Cobra Pubco, Inc., “New Viper”) acquired Sitio Royalties Corp. (“Sitio”), Sitio Royalties Operating Partnership, LP (“Sitio OpCo”) and their respective subsidiaries, pursuant to the Agreement and Plan of Merger, dated June 2, 2025, by and among VNOM Sub, Inc. (formerly known as Viper Energy, Inc., “Former Viper”), the Operating Company (as defined below), Sitio, Sitio OpCo, New Viper, Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (the “Sitio Acquisition”). Upon completion of the Sitio Acquisition, Former Viper became a wholly owned subsidiary of New Viper, as a result of a merger contemplated by the documents governing the Sitio Acquisition (such merger, the “Viper PubCo Merger”). Upon completion of the Viper PubCo Merger, each share of Former Viper’s Class A Common Stock, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger (other than certain excluded shares) was canceled and automatically converted into one share of New Viper Class A Common Stock, and each share of Former Viper’s Class B Common Stock, issued and outstanding immediately prior to the effective time of the Viper PubCo Merger was automatically canceled and converted into one share of New Viper’s Class B Common Stock. Consideration for the Sitio Acquisition consisted of the right for Sitio and Sitio OpCo’s former equity holders (“Former Sitio Equityholders”) to receive (a) 0.4855 shares of Class A Common Stock, for each share of Sitio Class A common stock, par value $0.0001 per share, and (b) 0.4855 OpCo Units, along with a corresponding amount of Class B Common Stock, for each unit representing limited partnership interests of Sitio OpCo, subject to certain exclusions. The OpCo Units and Class B Common Stock issued in the Sitio Acquisition are exchangeable from time to time for shares of Class A Common Stock (that is, one OpCo Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). Each share of Class C common stock, par value $0.0001 per share, of Sitio was automatically canceled in the transaction for no consideration and ceased to exist upon closing of the Sitio Acquisition. The shares of common stock of Former Viper and Sitio were delisted from Nasdaq and their respective reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were terminated. As part of the Sitio Acquisition, New Viper issued 38,536,236 shares of Class A Common Stock, 35,619,951 shares of Class B Common Stock and 35,619,951 OpCo Units. In addition, at the closing of the Sitio Acquisition, the Company entered into a registration rights agreement with certain of the Former Sitio Equityholders, pursuant to which such equity holders received certain demand registration rights with respect to the shares of the Company’s Class A Common Stock that may be acquired by them in exchange for OpCo Units and shares of the Company’s Class B Common Stock.

  8. December 2025 Internal Reorganization

    December 2025 Internal Reorganization On December 23, 2025, the Company (as defined below) completed an internal reorganization (the “Reorganization”), pursuant to which, among other things, each outstanding OpCo Unit of Viper Energy Partners LLC, a Delaware limited liability company and Viper’s operating subsidiary (“Old OpCo”), was converted into an equivalent OpCo Unit issued by a newly-formed subsidiary of Viper, VNOM Holding Company LLC (“New OpCo”).

  9. Changes in “Controlled Company” Status

    Changes in “Controlled Company” Status Prior to March 8, 2024, we were a “controlled company” under the 5000 Series Rules (consisting of Rules 5000-5999) of the Nasdaq Stock Market LLC (the “Nasdaq Rules”). Following the completion of an underwritten public offering of our Class A Common Stock by Diamondback on March 8, 2024, Diamondback beneficially owned approximately 49% of the voting power for the election of our directors. Because Diamondback’s ownership at such time decreased to less than 50%, we ceased at that time to be a “controlled company” under the Nasdaq Rules. Our board of directors has had a majority of independent directors and a standing audit committee comprised of all independent directors, but had previously elected to take advantage of certain exemptions from corporate governance requirements applicable to controlled companies under the Nasdaq Rules and, until March 8, 2024, did not have a compensation committee or a committee of independent directors that selects director nominees. Effective as of March 8, 2024, our board of directors formed (i) the compensation committee, comprised of all independent directors, for purposes of making certain executive and other compensation decisions, and (ii) the nominating and corporate governance committee, comprised of all independent directors, for purposes of making certain nominating and corporate governance decisions, with each such committee’s rights and obligations being subject to the terms and conditions of (x) our certificate of incorporation and bylaws, (y) such committee’s charter as adopted by our board and (z) the Services and Secondment Agreement. On May 1, 2025, immediately following the completion of the 2025 Drop Down, Diamondback beneficially owned approximately 53.7% of the Company’s outstanding common stock (approximately 52% of the common stock on a fully diluted basis after giving effect to outstanding options for the Class B Common Stock). As a result, at the closing of the 2025 Drop Down, the Company regained its status as a “controlled company” under the applicable Nasdaq Rules; however, while the controlled company exemptions were again available to the Company, the Company’s board of directors did not avail itself of these exemptions. On August 19, 2025, immediately following the completion of the Sitio Acquisition, Diamondback’s beneficial ownership of the Company’s outstanding common stock again decreased to below 50% and, as such, the Company once again ceased to be a “controlled company” under the Nasdaq Rules. As of March 31, 2026, Diamondback beneficially owned approximately 42.3% of the outstanding voting power of the Company’s common stock. References in this proxy statement to (i) “Viper” refer to (A) New Viper following the Viper PubCo Merger, and (B) Former Viper prior to the Viper PubCo Merger, (ii) the “Company” refer to, collectively, (A) New Viper and its consolidated subsidiaries following the Viper PubCo Merger, and (B) Former Viper and its consolidated subsidiaries prior to the Viper PubCo Merger, (iii) the “Operating Company” or “OpCo” refers (A) prior to the Reorganization, to Old OpCo, and (B) following the Reorganization, New OpCo, (iv) “Diamondback” refers individually to Diamondback Energy, Inc. and collectively to Diamondback Energy, Inc. and its subsidiaries, other than the Company and the Operating Company and their respective subsidiaries, (v) the “General Partner” refers to Viper Energy Partners GP LLC, our general partner prior to the Conversion, (vi) the “GP Board” refers to the board of directors of the General Partner prior to the Conversion, (vii) “shares” or “per share amounts,” prior to the Conversion, refer to common units and Class B units or per unit amounts, and subsequent to the Conversion, refer to shares of Viper’s Class A Common Stock and Class B Common Stock or per share amounts, (viii) unless otherwise noted, all references to “OpCo Units” are to the units representing limited liability company interests in the Operating Company, and (ix) “Class A Common Stock” and “Class B Common Stock,” respectively, refer to (A) Class A common stock, par value $0.000001 per share of New Viper and Class B common stock, par value $0.000001 per share of New Viper, respectively, following the Viper PubCo Merger, and (B) Class A common stock, par value $0.000001 per share of Former Viper and Class B common stock, par value $0.000001 per share of Former Viper, respectively, prior to the Viper PubCo Merger.

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  11. DIRECTOR NOMINATIONS

    DIRECTOR NOMINATIONS Under the terms and conditions of our certificate of incorporation, Diamondback, our parent, has the right to (i) designate up to three persons to serve as directors of the Company, (ii) fill any vacancies created by any such Diamondback designees, and (iii) provide for an increase in the size of our board of directors to allow for the appointment of Diamondback designees (collectively, the “Diamondback Director Designation Rights”), in each case, for so long as Diamondback and any of Diamondback’s subsidiaries, collectively, beneficially own at least 25% of our outstanding common stock. Currently, there are two Diamondback designees on the Company’s board of directors—Travis D. Stice and Kaes Van’t Hof. Subject to the Diamondback Director Designation Rights, our board of directors is focused on recruiting and nominating directors for election who will collectively provide the board with a wide range of skills, backgrounds and experiences to meet the Company’s ongoing needs and support oversight of our business strategy and priorities, while maintaining institutional knowledge. To assist the board with this process and certain other nominating and corporate governance matters, effective as of March 8, 2024, our board of directors formed its nominating and corporate governance committee and adopted the charter of the nominating and corporate governance committee, all in compliance with the applicable Nasdaq Rules. As part of its duties delegated by the board, the nominating and corporate governance committee evaluates a candidate’s character, judgment, skill set, experience, independence, other time commitments and, with respect to Diamondback’s designees, the Diamondback Director Designation Rights, as well as any other factors that the nominating and corporate governance committee deems relevant in light of the current needs of the board, and, after careful consideration, recommends nominees for the election to the board. The nominating and corporate governance committee recognizes the value of having a broadly inclusive membership on our board of directors and takes such considerations into account when recommending directors for re-election or, when applicable, new nominees to the board. Subject to the Diamondback Director Designation Rights, in determining whether to recommend incumbent directors for re-election to the board or appoint a new director, the nominating and corporate governance committee also reviews and considers the director’s board and committee meeting attendance, director tenure and the well-roundedness of the board as a whole, and evaluates the level of support that the director’s nomination will receive at the Company’s 2026 Annual Meeting and any future annual meeting of stockholders, as applicable. In March 2026, the nominating and corporate governance committee recommended to the board, and the board approved, the nomination of Laurie H. Argo, Spencer D. Armour, III, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van’t Hof and Steven E. West to serve for a one-year term ending at the 2027 Annual Meeting, but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, retirement, disqualification or removal from office. All of the director nominees, except for the two Diamondback designees to the board pursuant to the Diamondback Director Designation Rights (Mr. Stice, our former Chief Executive Officer, and Kaes Van’t Hof, our current Chief Executive Officer), are independent under the Nasdaq Rules and the applicable rules of the SEC. Assuming all of these director nominees are elected by the stockholders at the Annual Meeting, approximately 75% of our board of directors will consist of independent directors.

  12. About Director Nominees

    About Director Nominees Under our certificate of incorporation, members of our board of directors are elected annually. In the event any nominee should be unavailable to serve at the time of the meeting, the proxies may be voted for a substitute nominee selected by the board. Biographical information with respect to each of the eight director nominees, together with a list of competencies that contributed to the conclusion that such person should serve as a director, are presented below. Ages are as of March 27, 2026. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE EIGHT NOMINEES FOR DIRECTOR LISTED BELOW. Laurie H. Argo. Ms. Argo has been a director since March 2023 (prior to the Viper PubCo Merger, she served as a director of Former Viper and prior to the Conversion, she served as a director of the General Partner). Since March 2022, Ms. Argo has also served on the board of directors of Solaris Energy Infrastructure, Inc. (NYSE: SEI) and is chairperson of the nominating and corporate governance committee and a member of the audit and compensation committees. Ms. Argo served on the board of the general partner of Rattler Midstream LP, referred to herein as “Rattler,” from May 2019 through August 2022 when Rattler, a publicly traded subsidiary of Diamondback, was acquired by Diamondback through a merger and taken private. From August 2018 through June 2021, Ms. Argo served as a director on the board of EVRAZ plc, a multinational, vertically integrated steel making and mining company and was a member of the audit, remuneration and stakeholder engagement committees. Since October 2017, Ms. Argo has performed consulting services for clients within the energy industry. From January 2015 until September 2017, Ms. Argo served as Senior Vice President of Enterprise Products Holdings LLC, the general partner of Enterprise Products Partners L.P., a midstream natural gas and crude oil pipeline company. From October 2014 to February 2015, Ms. Argo was President and Chief Executive Officer of OTLP GP, LLC, the general partner of Oiltanking Partners, L.P. and an affiliate of Enterprise Products Partners L.P. From January 2014 to January 2015, Ms. Argo was Vice President, NGL Fractionation, Storage and Unregulated Pipelines of Enterprise Products Partners L.P. From 2005 to January 2014, Ms. Argo held various positions in the NGL and Natural Gas Processing businesses for Enterprise Products Partners L.P., where her responsibilities included the commercial and financial management of four joint venture companies. Ms. Argo earned an MBA from National University in La Jolla, California and graduated from St. Edward’s University in Austin, Texas with a degree in Accounting. Ms. Argo has over 25 years of experience in the energy industry and continues to maintain various memberships including the National Association of Corporate Directors (NACD). Ms. Argo brings executive leadership and robust experience in the finance and oil and gas industry to the board, as well as experience managing downstream and business development segments, which we believe qualify her to serve on the board of directors. We believe that Ms. Argo’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; Financial Reporting/Accounting; Industry Background; Executive Experience; Executive Compensation; and Risk Management. Spencer D. Armour, III. Mr. Armour has been a member of the board of directors since July 2017 (prior to the Viper PubCo Merger, he served as a director of Former Viper and prior to the Conversion, he served as a director of the General Partner). Mr. Armour has over 30 years of executive and entrepreneurial experience in the energy services industry. Mr. Armour has served as a partner of Geneses Investments since February 2019. He served as President of PT Petroleum LLC in Midland, Texas from March 2013 until January 2019. He was the Vice President of Corporate Development for Basic Energy Services, Inc. from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr. Armour co-founded and served as Chief Executive Officer for from 2005 to 2006. From 1998 through 2005, he served as Executive Vice President of Patterson-UTI Energy, Inc., which acquired Lone Star Mud, Inc., a company Mr. Armour founded and served as President of from 1986 to 1997. Mr. Armour has served as a director of ProPetro Holding Corp. (NYSE: PUMP) since February 2013 and as a director of CES Energy (TSE: CEU) since December 2018. Mr. Armour also served on the Patterson-UTI Board of Directors from 1999 through 2001. Mr. Armour received a Bachelor of Science in Economics from the University of Houston and was appointed to the University of Houston System Board of Regents in 2011 by former Texas Governor Rick Perry. We believe that Mr. Armour’s extensive experience in the oil and gas industry qualifies him to serve on the board of directors. We believe that Mr. Armour’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; Financial Reporting; Industry Background; Executive Experience; Executive Compensation; and Risk Management. Frank C. Hu. Mr. Hu has been a director since April 2022 (prior to the Viper PubCo Merger, he served as a director of Former Viper and prior to the Conversion, he served as a director of the General Partner). Mr. Hu most recently served as an investment analyst and Vice President of Capital World Investors, an investment group in the Capital Group Companies, Inc., from 2003 to 2017. He previously served as a manager of project finance in the corporate treasury department at Unocal Corporation from 2002 to 2003, and as a global energy practice consultant at McKinsey & Company from 2000 to 2002. Prior to joining McKinsey, Mr. Hu served in various roles at Atlantic Richfield Company (ARCO) from 1989 to 2000, including as Vice President of Downstream Operations and Business Development from 1998 to 2000. Mr. Hu has served as a member of the board of directors of EQT Corporation (NYSE: EQT) since October 2021, where he also serves on the audit committee, the management development and compensation committee, the innovation committee, the special litigation committee and chairs the public policy and corporate responsibility committee. Mr. Hu also currently serves as an advisory board member for the Geology & Planetary Science Division at the California Institute of Technology. Mr. Hu earned a Bachelor of Science in Engineering and a Master of Science in Engineering from Harvey Mudd College and an MBA from The Amos Tuck School at Dartmouth College. We believe that Mr. Hu’s strong executive management experience and robust experience in the finance and oil and gas industries qualify him to serve on the board of directors. We believe that Mr. Hu’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; Financial Reporting/Accounting; Industry Background; Executive Experience; and Risk Management.

  13. About Director Nominees

    W. Wesley Perry. Mr. Perry has been a member of the board of directors since June 2014 (prior to the Viper PubCo Merger, he served as a director of Former Viper and prior to the Conversion, he served as a director of the General Partner). Mr. Perry has served as a director of Genie Energy Ltd. (NYSE: GNE), an independent retail energy provider, since October 2011, currently serves as the chair of its audit and nominating committees and a member of its compensation and corporate governance committees and has served as the chairman of the board of directors of Genie Energy International Corporation since September 2009. Mr. Perry also serves as chairman of PBEX, LLC, an oil and gas exploration and development company, a position he has held since July 2012. Mr. Perry has served as manager of S.E.S. Investments, Ltd., an oil and gas investment company, since 1985. He served as Chief Executive Officer of E.G.L. Resources, Inc., an oil and gas production company, from July 2008 until December 2019 and served as its President from 2003 to July 2008. Mr. Perry was a director of UTG, Inc., an insurance holding company, from 2001 to 2013 and served on its Audit Committee. Mr. Perry served on the Midland City Council from 2002 to 2008 and as Mayor of Midland from 2008 through 2014. He is the Chairman of the Milagros Foundation and a trustee of the Abell-Hangar Foundation. He has a Bachelor of Science degree in Engineering from the University of Oklahoma. We believe that Mr. Perry’s extensive experience in the oil and gas industry and his strong financial background qualify him to serve on the board of directors. We believe that Mr. Perry’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; Financial Reporting/Accounting; Industry Background; Government and Regulatory; Executive Experience; Executive Compensation; and Risk Management. James L. Rubin. Mr. Rubin has been a member of the board of directors since June 2014 (prior to the Viper PubCo Merger, he served as a director of Former Viper and prior to the Conversion, he served as a director of the General Partner). Mr. Rubin is currently the Head of Commodity Equities at BTG Pactual Asset Management US. From 2012 to 2022, Mr. Rubin served as partner, Portfolio Manager and Co-Head of Equities and as a member of Wexford Capital LP’s, referred to herein as “Wexford,” hedge fund investment committee. From 2006 to 2012, he served as an analyst and later as Vice President, focusing on Wexford’s public and private energy investments. Mr. Rubin graduated cum laude from Yale University with a Bachelor of Arts degree with honors in political science and economics. We believe that Mr. Rubin’s strong financial background qualifies him to serve on the board of directors. We believe that Mr. Rubin’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; Financial Reporting/Accounting; M&A/Finance/ Capital Markets; Industry Background; Executive Experience; Executive Compensation; and Risk Management. Travis D. Stice. Mr. Stice has served as a member of our board of directors since February 2014 (prior to the Viper PubCo Merger, he served as Chief Executive Officer and a director of Former Viper and prior to the Conversion, he served as Chief Executive Officer and a director of the General Partner). He previously served as our Chief Executive Officer from February 2014 until February 2025. He has served as Diamondback’s Chairman of the Board since February 2022 and as a director since November 2012. Mr. Stice also served as the Chief Executive Officer of Diamondback from January 2012 to May 2025 and the Chief Executive Officer and a director of the general partner of Rattler from July 2018 to May 2025. Prior to these positions with us, Diamondback and the general partner of Rattler, Mr. Stice served as Diamondback’s President and Chief Operating Officer from April 2011 to January 2012. From November 2010 to April 2011, Mr. Stice served as a Production Manager of Apache Corporation, an oil and gas exploration and production company. Mr. Stice served as a Vice President of Laredo Petroleum Holdings, Inc., an oil and gas exploration and production company, from September 2008 to September 2010 and as a Development Manager of ConocoPhillips/Burlington Resources Mid-Continent Business Unit, an oil and gas exploration and production company, from April 2006 until August 2008. Prior to that, Mr. Stice held a series of positions of increasing responsibilities at Burlington Resources until that company was acquired by ConocoPhillips in March 2006. Mr. Stice started his career with Mobil Oil in 1985. Mr. Stice has over 38 years of experience in production operations, reservoir engineering, production engineering and unconventional oil and gas exploration and over 29 years of management experience. Mr. Stice graduated from Texas A&M University with a Bachelor of Science degree in Petroleum Engineering. He is a registered engineer in the State of Texas and is a 38-year member of the Society of Petroleum Engineers. He also serves on industry boards for the Permian Strategic Partnership, the Texas A&M Petroleum Engineering Advisory Board, and the Texas A&M Engineering Advisory Council. Additionally, Mr. Stice is on the board of the Dynamic Catholic Institute and the local community board for the Midland Chamber of Commerce. We believe Mr. Stice’s expertise and extensive industry and executive management experience make him a valuable asset to the board of directors. We believe that Mr. Stice’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; M&A/Finance/Capital Markets; Financial Reporting; Industry Background; Executive Experience; Executive Compensation; and Risk Management.

  14. About Director Nominees

    Kaes Van’t Hof. Mr. Van’t Hof has served as our Chief Executive Officer since February 2025. Prior to that position, he served as our President from March 2017 to February 2025 (prior to the Viper PubCo Merger, he served as the President and then Chief Executive Officer of Former Viper and prior to the Conversion, he served as President of the General Partner), and has served as a director since November 2023. As part of Diamondback’s leadership transition plan announced in February 2025, Mr. Van’t Hof succeeded Travis D. Stice as Chief Executive Officer and was elected to Diamondback’s board of directors at the 2025 Annual Meeting of Diamondback’s Stockholders. From February 2022 to February 2025, he served as Diamondback’s President and Chief Financial Officer. Additionally, he served as Diamondback’s Executive Vice President of Business Development from March 2019 to February 2022, as Senior Vice President—Strategy and Corporate Development from January 2017 to February 2019 and as Vice President of Strategy and Corporate Development since joining Diamondback in July 2016. Mr. Van’t Hof has also served as President and director of the general partner of Rattler since July 2018. Prior to his positions with us, Diamondback and the general partner of Rattler, Mr. Van’t Hof served as Chief Executive Officer for Bison Drilling and Field Services from September 2012 to June 2016. From August 2011 to August 2012, Mr. Van’t Hof was an analyst for Wexford responsible for developing operating models and business plans, including in connection with our initial public offering, and before that worked for the Investment Banking-Financial Institutions Group of Citigroup Global Markets, Inc. from February 2010 to August 2011. Mr. Van’t Hof was a professional tennis player from May 2008 to January 2010. Mr. Van’t Hof received a Bachelor of Science in Accounting and Business Administration from the University of Southern California. We believe Mr. Van’t Hof’s expertise in investment banking, accounting, finance, capital markets, business strategy and risk assessment, as well as his extensive industry and executive management experience, make him a valuable asset to the board of directors. We believe that Mr. Van’t Hof’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; M&A/Finance/Capital Markets; Financial Reporting; Industry Background; Environmental, Health, Safety and Sustainability; Executive Experience; Executive Compensation; and Risk Management. Steven E. West. Mr. West has served as Chairman of the Board and as a director since February 2014 (prior to the Viper PubCo Merger, he served as the Chairman of the Board and a director of Former Viper and prior to the Conversion, he served as Chairman of the Board and a director of the General Partner). Mr. West served as a director and Chairman of the Board of the general partner of Rattler from May 2019 to August 2022. Mr. West has also served as a director of Diamondback since December 2011 and as its Chairman of the Board from October 2012 to February 2022. He served as Diamondback’s Chief Executive Officer from January 1, 2009 to December 31, 2011. From January 2011 until December 2016, Mr. West was a partner at Wexford focusing on Wexford’s private equity energy investments. From August 2006 until December 2010, Mr. West served as senior portfolio advisor at Wexford. From August 2003 until August 2006, he was the chief financial officer of Sunterra Corporation, a former Wexford portfolio company. From December 1993 until July 2003, Mr. West held senior financial positions at Coast Asset Management and IndyMac Bank. Prior to that, he worked at First Nationwide Bank, Lehman Brothers and Peat Marwick Mitchell & Co., the predecessor of KPMG LLP. Mr. West earned a Bachelor of Science degree in Accounting from California State University, Chico. We believe that Mr. West’s background in finance, accounting and private equity energy investments, as well as his executive management skills developed as part of his career with Wexford, its portfolio companies and other financial institutions, qualify him to serve on the board of directors. In particular, we believe Mr. West’s strengths in the following core competencies provide value to our board of directors: Corporate Governance; Finance/Capital Markets; Financial Reporting/Accounting Experience; Industry Background; Executive Experience; Executive Compensation; and Risk Management.

  15. Summary of Director Nominee Core Competencies

    Summary of Director Nominee Core Competencies The breadth of experience and wide variety of skills, qualifications and viewpoints of the director nominees embody key competencies that our nominating and corporate governance committee considers valuable to effective oversight of the Company. The following chart illustrates how the current board members individually and collectively represent these core competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill or experience, as each director is expected to be knowledgeable in all of these areas. The indicator merely represents a core competency that the director nominee brings to our board. For more information about each director nominee, see the individual biographies set forth beginning on page 6 above.

  16. Summary of Director Nominee Core Competencies

    | | | | | | | | | | | Knowledge, Skills and Experience | | | | | | | | | | Corporate Governance Contributes to the board’s understanding of best practices in corporate governance matters. | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental, Health, Safety & Sustainability Contributes to the board’s oversight and understanding of environmental, health, safety and sustainability issues and their relationship to our business and strategy. | | | ● | | | ● | ● | ● | | M&A/Finance/Capital Markets Demonstrates experience in assessment and execution of strategic M&A and capital markets transactions and provides valuable insights into evaluating our capital structure, capital allocation and financial strategy. | | | ● | | ● | ● | ● | ● | | Financial Reporting/Accounting Experience Critical to the oversight of our financial statements, internal controls and financial reports. | ● | ● | ● | ● | ● | ● | ● | ● | | Government, Legal & Regulatory Contributes to the board’s ability to guide us through government regulations, legal matters and public policy issues. | | | | ● | | ● | ● | | | Industry Background Offers pertinent background and knowledge to the board, providing valuable perspective on issues specific to our business, operations and strategy, including key performance indicators and the competitive environment. | ● | ● | ● | ● | ● | ● | ● | ● | | Executive Experience Demonstrates leadership ability and provides valuable insights into operations and business strategy through a practical understanding of organizations, processes, strategy, risk management and the methods to drive profitability, stockholder returns, change and growth. | ● | ● | ● | ● | ● | ● | ● | ● | | Executive Compensation Contributes to the board’s ability to attract, motivate and retain executive talent. | ● | ● | | ● | ● | ● | ● | ● | | Risk Management Contributes to the board’s oversight of the identification, assessment and prioritization of significant risks and ensures mitigation strategies are timely adopted. | ● | ● | ● | ● | ● | ● | ● | ● | | Cyber Defense and Protection/Information Systems Contributes to the board’s oversight and understanding of our cyber defense and protection strategy. | | | | | | | ● | ● | | Gender | | | | | | | | | | Male | | ● | ● | ● | ● | ● | ● | ● | | Female | ● | | | | | | | | | Race/Ethnicity | | | | | | | | | | African American or Black | | | | | | | | | | Asian | | | ● | | | | | | | Hispanic or Latinx | | | | | | | | | | White | ● | ● | | ● | ● | ● | ● | ● |

  17. CORPORATE GOVERNANCE GUIDELINES

    | • | Director compensation; |

  18. How We Select our Director Nominees

    How We Select our Director Nominees As discussed above, under the terms of our certificate of incorporation, Diamondback has the right to designate up to three persons to serve as directors of the Company for so long as Diamondback and any of its subsidiaries, collectively, beneficially own at least 25% of the outstanding common stock of the Company. Diamondback’s current designees to our board are Travis D. Stice and Kaes Van’t Hof. The board is responsible for nominating directors and filling any vacancies that may occur between annual meetings, based upon the recommendation of our nominating and corporate governance committee, which takes into consideration the skills and qualifications discussed above and the Diamondback Director Designation Rights. The nominating and corporate governance committee also considers the Company’s current needs and long term and strategic plans to determine the skills, experience and characteristics needed by our board. The nominating and corporate governance committee then identifies, considers and recommends director candidates to the board (subject to the Diamondback Director Designation Rights) in light of its commitment to board improvement, refreshment and inclusive culture discussed above. Generally, the nominating and corporate governance committee otherwise identifies candidates through the business and organizational contacts of our advisors, directors and management team. The nominating and corporate governance committee, in accordance with its charter and our Corporate Governance Guidelines, takes into consideration the key qualifications and skills described above when evaluating candidates. The nominating and corporate governance committee also considers whether potential candidates will likely satisfy independence standards for service on the board and its committees and the number of public boards on which the candidate already serves.

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Directors who are not executive officers of the Company or employees of Diamondback or its subsidiaries, as applicable, and Mr. Stice receive compensation as “non-employee directors” as set by our board of directors. Further details regarding our director compensation in 2025 are set forth under the heading “Compensation Tables—2025 Director Compensation.”

  20. EXECUTIVE COMPENSATION POLICY AND OBJECTIVES

    EXECUTIVE COMPENSATION POLICY AND OBJECTIVES We do not have any employees. The business and affairs of the Company are overseen by our board of directors. As discussed above, Diamondback provides personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to the Services and Secondment Agreement. All of the individuals that conduct our business, including our executive officers, are employed and compensated by Diamondback or its wholly-owned subsidiary Diamondback E&P. All of our executive officers have responsibilities to us and Diamondback and allocate their time between managing our business and managing the businesses of Diamondback, except for Austen Gilfillian, who has served as President of Viper since February 20, 2025, and Will Krueger, who has served as Vice President, Secretary and General Counsel since February 18, 2026, who both dedicate 100% of their time to Viper. Since all of our NEOs are employed and compensated by Diamondback or Diamondback E&P, the responsibility and authority for compensation-related decisions for them resides with Diamondback’s compensation committee. Diamondback has the ultimate decision-making authority with respect to the total compensation of the executive officers that are employed by Diamondback and seconded to us, including the portion of that compensation that is allocated to us pursuant to Diamondback’s allocation methodology, provided, however, that any equity awards made to our executive officers and other seconded employees under the LTIP (as defined below), as additional compensation for their services to Viper, are made by the compensation committee. Beginning in 2024, under the Services and Secondment Agreement Diamondback is required to determine, reasonably and in good faith, the percentage of the seconded employees’ time spent providing services to us and provide details of such determination to our board of directors. Further, under the Services and Secondment Agreement, prior to the end of each calendar year, Diamondback is required to deliver a draft of the estimated annual budget (and supplement the subsequently revised budget) for seconded services to us covering the following year to our board of directors for review, and will consider any comments or modifications proposed by our board to the draft budget. Except for the foregoing limitations, any compensation decisions by Diamondback with respect to the seconded executive officers, including our NEOs and other seconded employees, are not and will not be subject to any approvals by our board of directors or any committees thereof. As discussed above, however, all determinations with respect to any equity awards that are or may be made from time to time to our executive officers, other key seconded employees and non-employee directors under the LTIP following the Conversion are made by the board’s compensation committee. Our executive officers and other employees of Diamondback who provide services to us may participate in employee benefit plans and arrangements sponsored by Diamondback, including plans that may be established in the future. Our NEOs and certain other employees of Diamondback who provide services to us currently hold grants under the Diamondback Equity Incentive Plan (as defined below). Except with respect to any awards that may be granted under the LTIP or any successor long term incentive plan, our NEOs do not receive separate amounts of compensation in relation to the services they provide to us. Under the Services and Secondment Agreement, we are required to reimburse Diamondback monthly for all reasonable costs and expenses (including administrative costs) Diamondback incurs and payments Diamondback makes on our behalf in connection with providing services to us under the Services and Secondment Agreement. Except as otherwise discussed above and in this paragraph, the Services and Secondment Agreement does not set a limit on the expenses for which Diamondback may be reimbursed. These expenses include (i) salary, wages and cash bonuses (including payroll and withholding taxes associated therewith), (ii) amounts paid with respect to any seconded employee’s paid time off and/or paid leave of absence, (iii) contributions made by Diamondback towards any benefit plan, (iv) the value of equity-related compensation granted to seconded employees during the period during which they are seconded, (v) any other employee benefit or compensation arrangement customarily provided to all employees by Diamondback for which Diamondback incurs costs with respect to seconded employees; and (vi) business travel expenses and other business expenses reimbursed in the normal course by Diamondback, such as subscriptions to business-related periodicals and dues to professional business organizations. Where it is not reasonably practicable to determine the amount of any such cost or expense, Diamondback determines, in good faith, a reasonable method of determining or estimating such cost or expense, and provides to the Viper board of directors the details of such method as well as the amount determined or estimated thereby. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, is reflected as either a credit or additional charge in the next monthly invoice issued by Diamondback to Viper. In addition, the Services and Secondment Agreement obligates us to reimburse Diamondback, on a pass-through-basis, for all costs and expenses attributable to performance of any contractor seconded to us. Furthermore, with respect to each seconded employee or contractor who performs services for both Diamondback and the Company or its subsidiaries, Diamondback determines, reasonably and in good faith, the percentage of such seconded person’s time spent providing services to Viper and its subsidiaries (the “Secondment Allocation Percentage”) and provides details of such determination to our board of directors. Each month, the amount of the reimbursement payable by the Company with respect to each seconded person is to be calculated by Diamondback by multiplying (x) the costs and expenses for such seconded person, by (y) the Secondment Allocation Percentage for such seconded person; provided, however, that travel expenses and other expenses incurred with respect to and/or reimbursable to a seconded person shall be paid by the party for whom the seconded person was working at the time such expenses were incurred, except that expenses related to activities that Diamondback determines, in good faith, benefit both the Company and its subsidiaries and Diamondback and its subsidiaries (e.g. some types of training) shall be allocated using the applicable Secondment Allocation Percentage. For 2025, Diamondback allocated to us the non-executive employee time under the above-referenced methodology, but determined it to be impracticable to allocate any specific Secondment Allocation Percentage for our NEOs who served in such capacity during 2025, other than Austen Gilfillian, who dedicated 100% of his time to Viper. We reimbursed Diamondback an aggregate of approximately $15 million in 2025 for non-executive employee time allocated to us as described above and $2 million in 2025 for executive employee time allocated to us as described above.

  21. EXECUTIVE COMPENSATION POLICY AND OBJECTIVES

    Although we bear an allocated portion of Diamondback’s costs of providing compensation and benefits to our seconded employees, we have no control over such costs and did not establish, and do not direct, the compensation policies or practices of Diamondback. Except with respect to the performance-based restricted stock unit awards granted under the LTIP to our NEOs and certain non-executive officers in 2025 (the “2025 PSUs”) and in 2024 (no executive officers received any equity awards under the LTIP in 2023, other than Mr. Gilfillian, who received an equity award when he was not a NEO), compensation paid or awarded by us in 2025, 2024, and 2023 consisted only of the portion of compensation paid by Diamondback that is allocated to us, in the aggregate, pursuant to Diamondback’s allocation methodology under the Services and Secondment Agreement. For additional information regarding the 2025 PSUs granted to our NEOs, see “2025 Performance Based Awards” below. A full discussion of (i) the total executive compensation of Diamondback’s 2025 NEOs by Diamondback, (ii) the mix of pay components paid to such NEOs by Diamondback, and (iii) the metrics used to measure such NEO’s performance, will be set forth in Diamondback’s 2026 proxy statement, which will be filed with the SEC, under the headings “Compensation Discussion and Analysis” and “Compensation Tables.” Diamondback’s 2026 proxy statement will also include a detailed discussion of the policies and philosophy that Diamondback’s compensation committee follows in determining the structure and elements of such executive compensation. Additionally, see footnote 8 to the Summary Compensation Table below for the details of Mr. Barkmann’s executive compensation.

  22. The Role of the Compensation Consultant

    The Role of the Compensation Consultant Since its formation in March 2024, our compensation committee retains, on an annual basis and at the Company’s expense, an external, independent compensation consultant to assist with executive and non-employee director compensation matters. In connection with its evaluation of the LTI awards for 2025, the compensation committee retained Meridian Compensation Partners, LLC (“Meridian”), as its independent compensation consultant. The compensation committee reviewed the independence of Meridian during the applicable engagement period and determined that there were no conflicts of interest as a result of the compensation committee’s engagement of such consultant. The compensation committee continues to evaluate the independence of its compensation consultant on an ongoing basis. Meridian did not provide any services to the Company during 2025 other than related to the 2025 LTI awards and the 2025 director compensation. The compensation committee has sole authority to hire and terminate its independent compensation consultant, and the independent compensation consultant reports only to the compensation committee. From time to time, Meridian contacts the Company’s executive officers for information necessary to fulfill its assignment and prepares reports for and on behalf of the compensation committee that certain executive officers also receive.

  23. The Role of Benchmarking in Determining 2025 LTI Awards

    The Role of Benchmarking in Determining 2025 LTI Awards In general, the compensation committee uses competitive market compensation data provided by Meridian, information gathered from Meridian’s proprietary E&P Compensation Survey, public filings of peer companies, supplemental general industry reference data for cross-industry roles and discussions with the Chief Executive Officer and President to inform its decisions about any additional compensation that may be paid to our NEOs in addition to the compensation paid to them by Diamondback. The compensation committee considers the compensation elements paid by Diamondback and total compensation benchmarks of peer companies and the broader U.S. market. Next, the compensation committee applies judgment and discretion in determining the need for any additional compensation and its structure, taking into account not only competitive market data, but also factors such as the Services and Secondment Agreement and Company and individual performance, scope of responsibility, critical needs, skill sets and leadership potential. Further, in considering the size and structure of the 2025 LTI awards, the compensation committee evaluated, among other things, aspects of executive compensation in general, market data and competitive analysis provided by Meridian, the Company’s 2024 and multi-year performance, our executives’ individual contributions to such performance, compensation alignment with future performance and stockholder value creation, retention considerations, market alternatives for our executives, input obtained from our stockholders and our Chief Executive Officer’s and President’s recommendations (other than with respect to their own compensation). In structuring the 2025 LTI awards, the compensation committee established the 2025 peer group for purposes of determining such peer group’s TSR for the performance period for such awards. For purposes of determining the 2025 TSR performance peer group, the compensation committee has considered pertinent financial measures for each company as provided by Meridian, including enterprise value and market capitalization and assets and revenue. See “2025 TSR Performance Peer Group” below for additional information.

  24. Long Term Equity Incentive Compensation

    Long Term Equity Incentive Compensation The former General Partner of the Partnership, our predecessor in the Conversion, adopted the LTIP, originally effective as of June 17, 2014, in connection with the Partnership’s initial public offering completed in June 2014. The LTIP was subsequently amended and restated to give effect to the Conversion, effective as of November 13, 2023, which amendment did not change any material terms of the plan. On April 19, 2024, our board of directors unanimously adopted, subject to stockholder approval, our LTIP, amending and restating our Amended and Restated 2014 Long Term Incentive Plan, primarily to extend the expiration date from June 17, 2024 to June 4, 2034, which plan was approved by our stockholders on June 4, 2024. In connection with the Viper PubCo Merger, New Viper assumed the remaining share reserves available for issuance under the LTIP. The purpose of the LTIP is to provide a means to attract and retain individuals who are essential to our growth and profitability and to encourage them to devote their best efforts to advancing our business by affording such individuals a means to acquire and maintain ownership of awards, the value of which is tied to the performance of our Class A Common Stock. The LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, distribution equivalent rights, cash awards, performance awards, other stock-based awards and substitute awards (collectively, “awards”). These awards are intended to align the interests of employees, officers, consultants and directors with those of our stockholders and to give such individuals the opportunity to share in our long term performance. Prior to the Conversion, any awards that were made under the LTIP were approved by the GP Board and, subsequent to the Conversion, are approved by our board or, since its formation in March 2024, the compensation committee. We are responsible for the cost of awards granted under the LTIP.

  25. 2025 Performance Based Awards

    2025 Performance Based Awards In order to motivate and incentivize our NEOs who perform such services for us under the Services and Secondment Agreement and further align their interests with those of our stockholders, in March 2025, the compensation committee granted our NEOs three-year performance-based restricted stock units and time-based restricted stock units, in each case under the LTIP, in the amounts shown in the table below. In 2025, the compensation committee established 2025 target LTI awards based on a review of market data from its independent compensation consultant, Company and individual performance, and the prevailing industry environment. Consistent with the compensation committee’s focus on giving more weight to the performance component of our executive compensation, 100% of the 2025 LTI awards granted to our NEOs under the LTIP were performance-based restricted stock unit awards, other than the time-based restricted stock units awarded to Austen Gilfillian, who dedicated 100% of his time to Viper and did not receive any awards under the Diamondback Equity Incentive Plan.

  26. 2025 Performance Based Awards

    | | Performance-Based Restricted Stock Units(1) | PSU % of Total LTI Award | Time-Based Restricted Stock Units(2) | RSU % of Total LTI Award | Targeted Value of Total LTI Award(3) | | Kaes Van’t Hof | 27,074 | 100% | — | —% | $1,250,000 | | Teresa L. Dick | 5,415 | 100% | — | —% | $250,000 | | Al Barkmann | 5,415 | 100% | — | —% | $250,000 | | Austen Gilfillian | 16,245 | 60% | 10,829 | 40% | $750,000 | | Matt Zmigrosky | 8,664 | 100% | — | —% | $400,000 |

  27. 2025 Performance Based Awards

    | (1) The three-year performance-based restricted stock units are for the performance period from January 1, 2025 through December 31, 2027. Each NEO is also entitled to dividend equivalent rights on such NEO’s unvested performance-based restricted stock units at target. |

  28. 2025 Performance Based Awards

    | (2) The three-year time-based restricted stock units of which one-third of the award vested on March 1, 2025, with the remaining time-based restricted stock units vesting in two substantially equal annual installments beginning on March 1, 2026. Each NEO is also entitled to dividend equivalent rights on such NEO’s unvested time-based restricted stock units. |

  29. 2025 Performance Based Awards

    | (3) The aggregate number of performance-based and time-based restricted stock units for each NEO for 2025 was calculated by dividing the targeted value of the total LTI award for each NEO indicated in the table by $46.17 per share, representing the average closing price per share of our common stock on The Nasdaq Global Select Market for the five trading days immediately preceding the last trading day in February 2025. |

  30. 2025 Performance Based Awards

    The performance-based restricted stock units are subject to the performance of our total stockholder return relative to our 2025 TSR performance peer group set forth in the table below for the applicable performance period. Additionally, the number of performance-based restricted stock units that would otherwise vest is further adjusted by the absolute TSR modifier illustrated below that reduces payouts upon negative performance period absolute TSR, and increases payouts when the annualized performance period absolute TSR is greater than 15%. No awards vest if the relative total stockholder return (prior to any adjustment required by application of the absolute TSR modifier) falls below the 25th percentile. The performance-based restricted stock units are also subject to satisfaction of continuous service requirements.

  31. 2025 Performance Based Awards

    | Relative Total Stockholder Return Percentile | Target Grant Vesting Percentage | | <25th Percentile of Peer Group | 0% of Target | | Between 25th Percentile of Peer Group and up to but less than 75th Percentile of Peer Group | Straight line interpolation between 50% and 150% of Target | | At or above 75th Percentile of Peer Group | 200% of Target |

  32. 2025 Performance Based Awards

    Target grant vesting percentage is expressed as a percentage of the target number of performance-based restricted stock units granted and, after being adjusted by the applicable absolute TSR modifier, may result in a settlement up to a maximum grant equal to 250% of the target number of performance-based restricted stock units granted. These awards were designed to incentivize our NEOs to continue to contribute to the Company’s performance at the top of its TSR performance peer group, similar to the Company’s performance in prior periods.

  33. 2025 TSR Performance Peer Group

    2025 TSR Performance Peer Group The 2025 TSR performance peer group, which was approved by the compensation committee and will be used to determine the total stockholder return percentile in the 2025 performance-based restricted stock unit awards granted in March 2025 to the NEOs, consisted of the following 11 members in addition to the Company. Since the peer group was established, we acquired Sitio Royalties Corporation, and therefore it no longer is a company in our peer group.

  34. 2025 TSR Performance Peer Group

    | Dorchester Minerals, L.P. | Kimbell Royalty Partners LP | | Sitio Royalties Corporation | Black Stone Minerals L.P. | | Texas Pacific Land Corporation | SM Energy Company | | Northern Oil and Gas, Inc. | Civitas Resources, Inc. | | Matador Resources Company | SPDR S&P Oil & Gas Exploration & Production ETF Index (XOP) | | Standard & Poor’s 500 Index (SPX) | |

  35. Base Salary

    Base Salary Diamondback’s compensation committee evaluates and approves all of our NEOs’ base salaries together with other components of their compensation to ensure equitable total compensation in line with our overall compensation philosophy and market practices in Diamondback’s compensation peer group, Diamondback’s industry in general, and considering other general industry benchmarks for executive roles which are not industry specific. For a full summary of the factors considered and the base salaries of all of our NEOs, other than Mr. Gilfillian and Mr. Barkmann, see Diamondback’s 2026 proxy statement that will be filed with the SEC. For 2025, Diamondback determined it to be impracticable to allocate any specific Secondment Allocation Percentage for our NEOs who served in such capacity during 2025, other than Austen Gilfillian, who dedicated 100% of his time to Viper. The Diamondback compensation committee set Mr. Gilfillian’s base salary for 2025 effective as of February 23, 2025 at $391,667.

  36. 2025 Short-Term Incentive Award Payouts to Named Executive Officers

    2025 Short-Term Incentive Award Payouts to Named Executive Officers Diamondback’s compensation committee authorized the following NEO payout under the Diamondback Executive Annual Incentive Compensation Plan (the “Annual Incentive Plan”) for 2025:

  37. 2025 Short-Term Incentive Award Payouts to Named Executive Officers

    | Named Executive Officer | Base Salary as of December 31, 2025 | Target Bonus Percentage as a % of Base Salary | Target Bonus Amount | Actual Incentive Bonus Award | Actual Incentive Bonus as a % of Target Bonus | | Austen Gilfillian | $391,667 | 80% | $320,000 | $515,200 | 161% |

  38. 2025 Short-Term Incentive Award Payouts to Named Executive Officers

    See Diamondback’s 2026 proxy statement that will be filed with the SEC for the compensation information of all of our NEOs other than Mr. Gilfillian and Mr. Barkmann.

  39. Timing of Equity Awards

    Timing of Equity Awards Grants of equity awards are within the discretion of the compensation committee of our board of directors and, beginning with the 2024 grants, are generally made to our NEOs in March of each year, approximately two weeks after our earnings are announced for the preceding quarter and full fiscal year and following the filing of our Annual Report on Form 10-K for that year. On occasion, the compensation committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. We do not currently grant, and have not in recent years granted, stock options, stock appreciation rights (SARs) or other instruments with option-like features to our NEOs or other employees. Neither our board of directors nor the compensation committee took any material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  40. COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

    COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT We are managed and operated by our board of directors and employees of Diamondback perform services on our behalf. For an analysis of any risks arising from Diamondback’s compensation policies and practices, please read Diamondback’s 2026 proxy statement. We previously made awards of restricted stock units subject to time-based vesting under our LTIP, which we believe drove a long term perspective without causing our executive officers to take unreasonable risks. Beginning in March 2024, we award annual grants of performance-based restricted stock units that are subject to the satisfaction of certain stockholder return performance conditions relative to Viper’s TSR performance peer group during the three-year performance period, which we believe properly motivates our executive officers and further aligns their interests with those of our stockholders without encouraging undue risk taking. We have therefore concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

  41. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information concerning compensation of our principal executive officer, principal financial officer, and our three highest paid executive officers during 2025, each identified as one of our NEOs, for the fiscal years presented below, as applicable.

  42. SUMMARY COMPENSATION TABLE

    | | | | Stock Awards ($)(1) | | | | | | Name and Principal Position | Year(2) | Salary ($) | Performance Based(3) | Time Vested(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Travis D. Stice(7) Former Chief Executive Officer | 2025 | $68,880 | $— | $— | $— | $— | $68,880 | | | 2024 | $— | $1,245,313 | $— | $— | $— | $1,245,313 | | | 2023 | $— | $— | $— | $— | $— | $— | | Kaes Van’t Hof Chief Executive Officer | 2025 | $— | $1,825,600 | $— | $— | $— | $1,825,600 | | | 2024 | $— | $1,245,313 | $— | $— | $— | $1,245,313 | | | 2023 | $— | $— | $— | $— | $— | $— | | Teresa L. Dick Executive Vice President, Chief Financial Officer and Assistant Secretary | 2025 | $— | $365,133 | $— | $— | $— | $365,133 | | | 2024 | $— | $415,124 | $— | $— | $— | $415,124 | | | 2023 | $— | $— | $— | $— | $— | $— | | Al Barkmann(8) Executive Vice President and Chief Engineer | 2025 | $— | $365,133 | $— | $— | $— | $365,133 | | | 2024 | $— | $415,124 | $— | $— | $— | $415,124 | | Austen Gilfillian(9) President | 2025 | $391,667 | $1,095,400 | $504,307 | $515,200 | $37,700 | $2,544,274 | | Matt Zmigrosky Former Executive Vice President, General Counsel and Secretary | 2025 | $— | $584,214 | $— | $— | $— | $584,214 | | | 2024 | $— | $415,124 | $— | $— | $— | $415,124 | | | 2023 | $— | $— | $— | $— | $— | $— |

  43. SUMMARY COMPENSATION TABLE

    | (1) The amounts shown in the above table under Stock Awards reflect the grant date fair value of performance-based restricted stock units granted in 2025 and 2024, determined in accordance with FASB ASC Topic 718. Dividend equivalent rights were factored into the grant date fair value amounts reported in the above table. Details regarding equity awards that were outstanding at December 31, 2025 can be found in the tables entitled “Outstanding Equity Awards at Fiscal 2025 Year-End under the LTIP.” No performance-based restricted stock units were granted to our NEOs during 2023. |

  44. SUMMARY COMPENSATION TABLE

    | (2) During 2025, 2024, and 2023, our NEOs did not receive any amounts of non-equity based compensation from us in relation to the services they provide to us, and no equity awards were granted to our NEOs under the LTIP in 2023. However, as Mr. Gilfillian is exclusively seconded to us by Diamondback and his services are allocated to us under the Services and Secondment Agreement, his salary and Non-Equity Incentive-Plan Compensation have been included in the Summary Compensation Table. Our NEOs were employed and compensated by Diamondback (either directly or through its wholly-owned subsidiary Diamondback E&P). See “Compensation Discussion and Analysis—Executive Compensation Policy and Objectives” for |

  45. SUMMARY COMPENSATION TABLE

    | additional information regarding the compensation of our NEOs by Diamondback and the Services and Secondment Agreement under which Diamondback provides services to us, including the services of our NEOs. A summary compensation table for Diamondback’s named executive officers, including the NEOs seconded to us by Diamondback other than Mr. Barkmann and Mr. Gilfillian, and the policies and philosophy of the compensation committee of Diamondback’s board of directors is set forth in Diamondback’s 2026 proxy statement under the heading “Compensation Discussion and Analysis” and “Compensation Tables—Summary Compensation Table.” |

  46. SUMMARY COMPENSATION TABLE

    | (3) Represents the grant date fair value (calculated as discussed in Note 1 above) of the performance-based restricted stock units for each NEO granted under Viper’s LTIP for the applicable performance period, subject to the Company’s attainment of certain pre-established performance targets and the NEO’s continuous employment. The Company utilized a Monte Carlo simulation to value the performance-based restricted stock units granted in 2025 and 2024 based on the probable performance outcome for the target amount of units on the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period. Actual payouts for the performance-based restricted stock units granted in 2025 and 2024 can range from zero percent and up to a maximum equal to 250% of the target number of performance-based restricted stock units granted. |

  47. SUMMARY COMPENSATION TABLE

    | (4) The aggregate grant date fair value is attributable to the time-based restricted stock units granted to Mr. Gilfillian under Viper’s LTIP on March 1, 2025, which vests in three substantially equal annual installments beginning on the date of grant. |

  48. SUMMARY COMPENSATION TABLE

    | (5) The amount shown reflects the 2025 performance-based annual incentive bonus granted by Diamondback to Mr. Gilfillian. |

  49. SUMMARY COMPENSATION TABLE

    | (6) The following provides a detailed breakdown of the amounts for 2025 under “All Other Compensation” in the Summary Compensation Table: |

  50. SUMMARY COMPENSATION TABLE

    | Name | Contributions to 401(k) Plan ($) | Life and Medical Insurance Premiums ($) | Total ($) | | Austen Gilfillian | $35,000 | $2,700 | $37,700 |

  51. SUMMARY COMPENSATION TABLE

    | (7) Mr. Stice was the Chief Executive Officer until he retired in February of 2025, at which point he continued to serve on Viper’s board of directors and became eligible for certain director compensation. The following table sets forth the aggregate dollar amount of all fees paid to Mr. Stice during 2025 for his services on the board: |

  52. SUMMARY COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($) | Total ($) | | Travis D. Stice | $68,880 | $— | $68,880 |

  53. SUMMARY COMPENSATION TABLE

    | (a) This column reflects the value of a director’s annual retainer. Excluded from this amount was $20,000 paid in December 2025 to Mr. Stice for services to be performed in the first quarter of 2026. |

  54. SUMMARY COMPENSATION TABLE

    | (8) Mr. Barkmann, who first became an NEO of Viper in 2024, but is not and has not been an NEO of Diamondback, received the following compensation from Diamondback for services performed to Diamondback in 2025 and 2024: (i) base salary of $520,833 and $488,333, respectively, (ii) (x) time-based restricted stock unit awards with grant date fair values of $556,360 and $479,590, respectively, for awards granted in March 2025 and March 2024 and $890,548 for an award granted in September 2024 and (y) performance-based restricted stock unit awards of $1,167,507 and $1,326,603, respectively, vesting over a three-year performance period, subject to achievement of specific TSR performance goals established by Diamondback’s compensation committee relative to Diamondback’s TSR performance peer group (including the S&P 500 (weighted once in 2025 and weighted twice in 2024) and XOP Index (weighted twice) during the performance period, in each case granted by Diamondback’s compensation committee under the Diamondback Equity Incentive Plan, (iii) $676,200 and $270,900, respectively, in annual cash incentive compensation and (iv) $42,461 and $35,550, respectively, in all other compensation by Diamondback, consisting of $35,000 and $34,500, respectively, in 401(k) plan contributions and $1,050, and $1,050, respectively in life insurance premiums. Mr. Barkmann was eligible to participate in a |

  55. SUMMARY COMPENSATION TABLE

    | supplemental annual physical program, the cost of which is reimbursed by Diamondback. Due to confidentiality requirements, we do not disclose the actual use of this program by the individual NEOs. The average cost of Diamondback’s supplemental annual physical program in which Mr. Barkmann participates was $6,411. None of the compensation paid to Mr. Barkmann in 2025, or to our other NEOs, other than Mr. Gilfillian, by Diamondback was allocated by Diamondback to Viper under the Services and Secondment Agreement or otherwise and, therefore, is not reflected in the summary compensation table or other compensation tables included in this proxy statement. Mr. Van’t Hof’s, Ms. Dick’s and Mr. Zmigrosky’s compensation paid by Diamondback will be disclosed in Diamondback’s 2026 proxy statement, under the headings “Compensation Discussion and Analysis” and “Compensation Tables.” |

  56. SUMMARY COMPENSATION TABLE

    | (9) Mr. Gilfillian first became an NEO of Viper in 2025 and is not and has not been an NEO of Diamondback. Mr. Gilfillian’s compensation in 2025 was allocated by Diamondback to Viper under the Services and Secondment Agreement and, therefore, is reflected in the summary compensation table and other compensation tables included in this proxy statement. |

  57. 2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP

    2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP

  58. 2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP

    | | | Estimated Future Payouts Under LTIP Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | Grant Date Fair Value of Stock and Option Awards($)(3) | | Kaes Van’t Hof | 3/1/2025 | 13,537 | 27,074 | 67,685 | | $1,825,600 | | Teresa L. Dick | 3/1/2025 | 2,708 | 5,415 | 13,538 | | $365,133 | | Al Barkmann | 3/1/2025 | 2,708 | 5,415 | 13,538 | | $365,133 | | Austen Gilfillian | 3/1/2025 | 8,123 | 16,245 | 40,613 | | $1,095,400 | | | 3/1/2025 | | | | 10,829 | $504,307 | | Matt Zmigrosky | 3/1/2025 | 4,332 | 8,664 | 21,660 | | $584,214 |

  59. 2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP

    | (1) For each NEO, these amounts represent the performance-based restricted stock units granted under the LTIP, which awards are subject to the satisfaction of certain relative TSR performance conditions compared to the Company’s TSR performance peer group for the three-year performance period commencing on January 1, 2025 and ending on December 31, 2027, as certified by the compensation committee, and continuous service requirements. The number of restricted stock units that will vest is based on the achievement of a pre-established threshold, target or maximum relative TSR goal, as compared to the Company’s peers, as modified by the absolute TSR modifier. No awards vest if the relative TSR for the applicable performance period is below the threshold percentile. The absolute TSR modifier reduces payouts upon negative performance period TSR, pays at target upon achieving a performance period annual TSR of zero to 15%, and increases payouts upon achieving a performance period annual TSR of greater than 15%. |

  60. 2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP

    | (2) Represents the time-based restricted stock units granted to each NEO under the LTIP on March 1, 2025, vesting in three equal annual installments beginning on the date of grant. All of these awards are subject to continuous service requirements. |

  61. 2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP

    | (3) The amounts shown reflect the grant date fair value of restricted stock units granted, determined in accordance with FASB ASC Topic 718. |

  62. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP The following table provides information concerning equity awards outstanding for our NEOs at December 31, 2025 under Viper’s LTIP:

  63. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | LTIP Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | LTIP Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)(1) | | Travis D. Stice | | | 52,175(2) | $2,015,520 | | Kaes Van’t Hof | | | 27,074(3) | $1,045,869 | | | | | 52,175(2) | $2,015,520 | | Teresa L. Dick | | | 5,415(3) | $209,181 | | | | | 17,393(2) | $671,892 | | Al Barkmann | | | 5,415(3) | $209,181 | | | | | 17,393(2) | $671,892 | | Austen Gilfillian | 7,219(4) | $278,870 | 16,245(3) | $627,544 | | | 2,560(4) | $98,893 | 20,870(2) | $806,208 | | | 1,855(4) | $71,659 | | | | | 13,334(4) | $515,092 | | | | Matt Zmigrosky | | | 8,664(3) | $334,690 | | | | | 17,393(2) | $671,892 |

  64. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP

    | (1) Market value of shares or units that have not vested is based on the closing price of $38.63 per share of our common stock on the Nasdaq Global Select Market on December 31, 2025, which was the last trading day of 2025. |

  65. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP

    | (2) Reflects the maximum number of performance-based restricted stock units granted based on the performance of the awards from the grant date through December 31, 2025. These performance-based restricted stock units were granted under the LTIP subject to the satisfaction of certain relative TSR performance conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2024 and ending on December 31, 2026, as certified by the compensation committee, and continuous service requirements. |

  66. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP

    | (3) Reflects the target number of performance-based restricted stock units granted based on the performance of the awards from the grant date through December 31, 2025. These performance-based restricted stock units were granted under the LTIP subject to the satisfaction of certain relative TSR performance conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2025 and ending on December 31, 2027, as certified by the compensation committee, and continuous service requirements. |

  67. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP

    | (4) Of the 7,219 restricted stock units, 3,609 vested on March 1, 2026 and the remaining 3,610 will vest on March 1, 2027, the 2,560 restricted stock units will vest on October 1, 2026, the 1,855 restricted stock units vested on March 1, 2026 and of the 13,334 restricted stock units 6,666 vested on March 1, 2026 and the remaining 6,668 will vest on March 1, 2027. |

  68. STOCK VESTED DURING FISCAL YEAR 2025 UNDER THE LTIP

    STOCK VESTED DURING FISCAL YEAR 2025 UNDER THE LTIP

  69. STOCK VESTED DURING FISCAL YEAR 2025 UNDER THE LTIP

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Austen Gilfillian | 16,546 | $733,682 |

  70. STOCK VESTED DURING FISCAL YEAR 2025 UNDER THE LTIP

    | (1) Value realized on vesting is based on the closing price per share of our common stock on the day prior to the vesting date on the Nasdaq Global Select Market. If the Nasdaq Global Select Market was closed on the day prior to the vesting date, the calculation was made using the opening price on the next day on which the market was open. |

  71. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025 During 2025, we had no employment, retirement, termination or severance agreements or change in control or similar arrangements, in each case, with our NEOs seconded to us by Diamondback other than the change in control and certain other acceleration provisions contained in the performance-based restricted stock unit award agreements and restricted stock unit award agreements granted under the LTIP to our NEOs. However, any potential severance amounts that may be paid to Mr. Gilfillian under the Diamondback Energy, Inc. Senior Management Severance Plan (the “Diamondback severance plan”) in which he participates may be 100% allocated to Viper under the terms of the Services and Secondment and as such, are shown in the table below. Additionally, Mr. Stice’s separate letter agreement and participation agreement under the Diamondback severance plan provide for the vesting of performance-based restricted stock unit awards granted to him under the LTIP at maximum thresholds under certain termination events. The following table provides information regarding potential payments to each of our NEOs in connection with certain termination events, including (i) termination without cause or resignation for good reason, (ii) termination related to a change of control of the Company and (iii) termination due to death or disability as of December 31, 2025.

  72. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | Termination Without Cause or Resignation for Good Reason(1)(2) | | | | | | Name | Base Salary | Annual Incentive Bonus | COBRA Reimbursement | Total | | Austen Gilfillian | $500,000(4) | $320,000(5) | $12,089 | $832,089 |

  73. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | Change of Control/Qualifying Termination(1) | | | | | | Name | Lump Sum Cash Severance Payment | COBRA Reimbursement | Restricted Stock Units | Total | | Travis D. Stice | $— | $— | $2,015,520(3) | $2,015,520 | | Kaes Van’t Hof | $— | $— | $1,852,077(4) | $1,852,077 | | Teresa L. Dick | $— | $— | $477,930(4) | $477,930 | | Al Barkmann | $— | $— | $477,930(4) | $477,930 | | Austen Gilfillian | $1,940,000(5) | $12,089(6) | $1,914,541(4) | $3,866,630 | | Matt Zmigrosky | $— | $— | $603,439(4) | $603,439 |

  74. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | Termination upon Death or Disability(1) | | | | | | Name | Base Salary | Annual Incentive Bonus | Restricted Stock Units (7) | Total | | Travis D. Stice | $— | $— | $2,015,520(3) | $2,015,520 | | Kaes Van’t Hof | $— | $— | $1,852,077(4) | $1,852,077 | | Teresa L. Dick | $— | $— | $477,930(4) | $477,930 | | Al Barkmann | $— | $— | $477,930(4) | $477,930 | | Austen Gilfillian | $500,000(8) | $320,000(8) | $1,914,541(4) | $2,734,541 | | Matt Zmigrosky | $— | $— | $603,439(4) | $603,439 |

  75. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (1) The payment of any amounts or provision of any benefits to any NEO under the Diamondback severance plan is subject to (i) such NEO’s (or, if applicable, his or her representative’s or estate’s) execution, within 45 days following receipt (or such shorter period as set forth in such release), of a waiver and general release of claims, and such waiver and general release of claims becoming effective and irrevocable in accordance with its terms within 60 days following such NEO’s termination date and (ii) ongoing compliance with certain non-competition and non-solicitation obligations. For equity awards granted under the LTIP, represents the amounts payable to each NEO under the applicable equity award agreement governing the performance-based restricted stock units and restricted stock units granted to each NEO. |

  76. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (2) Represents the amounts payable to Austen Gilfillian under the Diamondback severance plan in effect as of December 31, 2025 and any applicable participation agreement, under which, in the event Mr. Gilfillian’s |

  77. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | employment is terminated other than for “cause” (and not by reason of death or disability), or if Mr. Gilfillian terminates his employment for “good reason,” he will be entitled to receive (i) an amount, if any, equal to the bonus that would be payable for services attributable to a completed prior year performance period that has not been paid under the terms of the plan, (ii) base salary continuation (15 months for Mr. Gilfillian), (iii) a target annual cash bonus for the year of termination (pro-rated, if applicable based on the number of days employed by Diamondback during the year of termination), (iv) reimbursement for the cost of premiums for COBRA group health continuation coverage (up to 18 months for Mr. Gilfillian) and (v) the vesting or forfeiture (as applicable) of each outstanding unvested equity-based compensation award granted by us or our affiliates in accordance with the terms of the applicable equity award agreement. |

  78. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (3) Mr. Stice’s participation agreement under Diamondback’s severance plan includes terms that are intended to maintain certain benefits under his prior employment agreement with Diamondback and require each equity award granted to Mr. Stice under the LTIP to become 100% vested upon an eligible termination, and in the case of outstanding performance-based equity awards to vest at the maximum level under the equity award agreement and be settled within ten business days. The value of Mr. Stice’s performance-based restricted stock units was calculated based on the closing price of our common stock of $38.63 per share on December 31, 2025, which is the last trading day of 2025. |

  79. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (4) The performance-based restricted stock units granted under the LTIP to each of Mr. Van’t Hof, Ms. Dick, Mr. Barkmann, Mr. Gilfillian and Mr. Zmigrosky and the restricted stock units granted under the LTIP to Mr. Gilfillian have double-trigger provisions and will vest upon qualifying termination without cause within 24 months of the occurrence of the change in control of the Company. For ease of calculation, the Company assumed the performance conditions were satisfied at target for the performance-based restricted stock units granted to Mr. Van’t Hof, Ms. Dick, Mr. Barkmann, Mr. Gilfillian and Mr. Zmigrosky to determine the number of performance-based restricted stock units that such NEO would be entitled to upon a change of control. However, in accordance with the terms of the applicable equity award agreement, actual payouts of the performance-based restricted stock units may be between zero percent and up to a maximum equal to 250% of the target number of performance-based restricted stock units granted based on the Company’s performance during the relevant performance periods. The value of the restricted stock units and performance-based restricted stock units was calculated based on the closing price of our common stock of $38.63 per share on December 31, 2025, which is the last trading day of 2025. |

  80. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (5) Represents (i) a lump sum cash payment equal to 2.25x of Mr. Gilfillian’s base salary plus (ii) the greater of his average bonus for the preceding three years ended December 31, 2025 or his target bonus amount as of the termination date, and (iii) a target annual cash bonus for the year of termination. |

  81. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (6) Represents reimbursement for the cost of up to 18 months of premiums for COBRA group health continuation coverage. |

  82. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (7) Under the terms of the applicable award agreement, upon such NEO’s death or disability the number of performance-based restricted stock units the officer is entitled to is not determined until the end of the performance period and is settled at the same time it would have had the officer remained employed. For purposes of calculating the number of performance-based restricted stock units that such NEO would be entitled to upon his or her death or disability, the Company assumed that the performance conditions were satisfied at target. The value of the restricted stock units and performance-based restricted stock units was calculated based on the closing price of our common stock of $38.63 per share on December 31, 2025, which is the last trading day of 2025. |

  83. POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025

    | (8) In the event that Mr. Gilfillian dies or becomes disabled while employed by Diamondback, he will be entitled to (i) an amount, if any, equal to the bonus that would be payable for services attributable to a completed prior year performance period that has not been paid under the terms of the Diamondback Annual Incentive Plan, (ii) base salary continuation (15 months for Mr. Gilfillian) and (iii) a target annual cash bonus for the year of termination (pro-rated, if applicable based on the number of days employed during the year of termination) representing 80% of the applicable annual base salary for Mr. Gilfillian. |

  84. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As discussed in this proxy statement, we have no employees. Diamondback provides certain management services to us, including the services of our executive officers and other seconded employees. Such seconded executive officers, including our Chief Executive Officer, and other seconded employees, receive no separate compensation from us, except for any equity awards that may be granted to them from time to time under the LTIP. Other than the equity awards granted to our current Chief Executive Officer under the LTIP during the year ended December 31, 2025, as described in “Compensation Tables,” he received no other separate compensation from us for his services as our Chief Executive Officer.

  85. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE Under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K of the Securities Act, public companies are required to provide certain information about the relationship between executive compensation actually paid to the Chief Executive Officer, who is referred to as our principal executive officer (“PEO”), and other named executive officers and certain financial performance of such companies. The information otherwise required by Item 402(v) of Regulation S-K is provided below.

  86. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Current PEO (1)(2) | Compensation Actually Paid to Current PEO (1)(3) | Summary Compensation Table Total for Former PEO (1)(2) | Compensation Actually Paid to Former PEO (1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in millions) (8) | | | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | | | 2025 | $1,825,600 | $986,375 | $68,880 | $(193,843) | $964,689 | $532,441 | $454.07 | $351.19 | $(206) | | 2024 | $— | $— | $1,245,313 | $1,892,428 | $622,671 | $946,237 | $544.01 | $457.20 | $604 | | 2023 | $— | $— | $— | $— | $— | $— | $328.99 | $321.80 | $501 | | 2022 | $— | $— | $— | $— | $— | $— | $314.02 | $360.36 | $655 | | 2021 | $— | $— | $— | $— | $— | $14,892 | $194.07 | $216.74 | $257 |

  87. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) PEO and Non-PEO NEOs included in these columns reflect the following: |

  88. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | PEO | Non-PEO NEOs | | 2025 | Current PEO: Kaes Van’t Hof Former PEO: Travis D. Stice | Teresa L. Dick, Al Barkmann, Austen Gilfillian, Matt Zmigrosky | | 2024 | Travis D. Stice | Kaes Van’t Hof, Teresa L. Dick, Al Barkmann, Matt Zmigrosky | | 2023 | Travis D. Stice | Kaes Van’t Hof, Teresa L. Dick, Matt Zmigrosky | | 2022 | Travis D. Stice | Kaes Van’t Hof, Teresa L. Dick, Matt Zmigrosky | | 2021 | Travis D. Stice | Kaes Van’t Hof, Teresa L. Dick, Matt Zmigrosky |

  89. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. |

  90. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |

  91. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Reported Summary Compensation Table Total for PEO | Deductions: | Additions: | Compensation Actually Paid to PEO | | Year | | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | | | Current PEO: | | | | | | 2025 | $1,825,600 | $1,825,600 | $986,375 | $986,375 | | Former PEO: | | | | | | 2025 | $68,880 | $— | $(262,723) | $(193,843) | | 2024 | $1,245,313 | $1,245,313 | $1,892,428 | $1,892,428 | | 2023 | $— | $— | $— | $— | | 2022 | $— | $— | $— | $— | | 2021 | $— | $— | $— | $— |

  92. PAY VERSUS PERFORMANCE DISCLOSURE

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. |

  93. PAY VERSUS PERFORMANCE DISCLOSURE

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  94. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End | Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | Current PEO: | | | | | | | | | 2025 | $1,186,015 | $(311,350) | $— | $— | $— | $111,710 | $986,375 | | Former PEO: | | | | | | | | | 2025 | $— | $(311,350) | $— | $— | $— | $48,627 | $(262,723) | | 2024 | $1,842,340 | $— | $— | $— | $— | $50,088 | $1,892,428 | | 2023 | $— | $— | $— | $— | $— | $— | $— | | 2022 | $— | $— | $— | $— | $— | $— | $— | | 2021 | $— | $— | $— | $— | $— | $— | $— |

  95. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) The dollar amounts reported represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |

  96. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) The dollar amounts reported represent the average amount of “compensation actually paid” to our Non-PEO NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for our Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |

  97. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deductions: | Additions: | Average Compensation Actually Paid to Non-PEO NEOs | | Year | | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | | | 2025 | $964,689 | $728,547 | $296,299 | $532,441 | | 2024 | $622,671 | $622,671 | $946,237 | $946,237 | | 2023 | $— | $— | $— | $— | | 2022 | $— | $— | $— | $— | | 2021 | $— | $— | $14,892 | $14,892 |

  98. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End | Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2025 | $372,558 | $(155,301) | $42,029 | $(17,301) | $— | $54,314 | $296,299 | | 2024 | $921,192 | $— | $— | $— | $— | $25,045 | $946,237 | | 2023 | $— | $— | $— | $— | $— | $— | $— | | 2022 | $— | $— | $— | $— | $— | $— | $— | | 2021 | $— | $— | $— | $14,892 | $— | $— | $14,892 |

  99. PAY VERSUS PERFORMANCE DISCLOSURE

    | (6) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the five-year period included in this table, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  100. PAY VERSUS PERFORMANCE DISCLOSURE

    | (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at December 31, 2020. The peer group used for this purpose in 2023 represented the TSR of the SPDR S&P Oil & Gas Exploration and Production ETF (“XOP”) based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2023, 2022, 2021 and 2020. The XOP was the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Viper’s Annual Report on Form 10-K for the year ended December 31, 2023. The peer group used for this purpose in 2025 and 2024 consists of the following companies: Dorchester Minerals, L.P., Kimbell Royalty Partners LP, Sitio Royalties Corporation, Black Stone Minerals, L.P., Texas Pacific Land Corporation, SM Energy Company, Northern Oil and Gas, Inc., Civitas Resources, Inc., Matador Resources Company, XOP and the Standard & Poor’s 500 Index (SPX). Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the five-year period included in this table, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  101. PAY VERSUS PERFORMANCE DISCLOSURE

    | (8) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  102. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLES

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLES Information about the relationship between the compensation actually paid by Diamondback to Diamondback’s Chief Executive Officer and the average compensation actually paid by Diamondback to Diamondback’s other named executive officers, in each case who perform services for us as our NEOs, and certain of Diamondback’s financial performance measures, are set forth in Diamondback’s 2026 proxy statement under the heading “Compensation Tables—Pay Versus Performance Disclosure.” As discussed above, during the years reported in the pay versus performance tables, we did not have any employees and all of the individuals that conducted our business, including our NEOs, were employed and compensated by Diamondback, except for any equity awards that may be granted under the LTIP. During the years ended December 31, 2023, 2022 and 2021, the Company did not grant any equity awards under the LTIP or otherwise pay any executive compensation and, accordingly, did not align any executive compensation for those years with Company performance or set any performance measures with respect to any compensation that was actually paid (as computed in accordance with SEC rules) to our Chief Executive Officer or other NEOs for a particular year. As a result, for the years ended December 31, 2023, 2022 and 2021 there is no relationship between the information presented in the pay versus performance tables and the Company’s net income, its cumulative total shareholder return, its peer group total shareholder return or any other financial performance measures of the Company. Compensation Actually Paid, Cumulative TSR and Peer Group TSR Compensation Actually Paid and Net Income

  103. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION Our non-employee directors receive a combination of cash and equity compensation designed to attract and retain qualified candidates to serve on our board of directors. In setting non-employee director compensation, our board of directors considers the significant amount of time that directors spend in fulfilling their duties to the Company and our stockholders as well as the skill level required by our non-employee directors. The compensation committee is responsible for determining the type and amount of compensation for our non-employee directors. The compensation committee engaged Meridian, as its independent compensation consultant, to assist in the annual review of non-employee director compensation with a view to provide a pay program that compensates non-employee directors near the median of our peers by providing benchmark compensation data and recommendations for non-employee director compensation program design. Employee directors are not separately compensated for their service on the board. Directors who are not executive officers or employees of the Company, or of Diamondback, and Mr. Stice receive compensation as “non-employee directors” as set by our board of directors and the compensation committee. Each non-employee director receives a compensation package that consists of an annual cash retainer of $80,000, plus an additional annual payment of $15,000 for the chairperson, $10,000 for each other member of the audit committee, $10,000 for the chairperson and $5,000 for each other member of each other committee. In addition, each non-employee director, other than Mr. Stice in 2025, receives an equity award of restricted stock units under the LTIP granted annually at the close of business on the date of the Company’s annual meeting of stockholders. The number of restricted stock units awarded is calculated by dividing $175,000 by the average closing price of our common stock for the five trading days immediately preceding the date of grant. The awards vest on the first anniversary of the grant date. Our directors are also reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or its committees. The following table sets forth the aggregate dollar amount of all fees earned to each of the non-employee directors during 2025 for their services on the board:

  104. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Laurie H. Argo(3)(4) | $90,000 | $172,595 | $262,595 | | Spencer D. Armour, III(3)(4) | $95,000 | $172,595 | $267,595 | | Frank C. Hu(3)(4) | $90,000 | $172,595 | $262,595 | | W. Wesley Perry(3)(4) | $100,000 | $172,595 | $272,595 | | James L. Rubin(3)(4) | $95,000 | $172,595 | $267,595 | | Steven E. West(3)(4) | $75,000 | $172,595 | $247,595 |

  105. 2025 DIRECTOR COMPENSATION

    | (1) This column reflects the value of a director’s annual retainer. Of these amounts, $18,750, $20,000, $18,750, $21,250, $20,000, and $15,000 were payments made in December 2024 to Ms. Argo and Messrs. Armour, Hu, Perry, Rubin, and West, respectively, for services to be performed in the first quarter of 2025. Excluded from these amounts were payments of $23,750, $25,000, $23,750, $26,250, $25,000, and $20,000 made in December 2025 to Ms. Argo and Messrs. Armour, Hu, Perry, Rubin, and West, respectively, for services to be performed in the first quarter of 2026. |

  106. 2025 DIRECTOR COMPENSATION

    | (2) The amounts shown reflect the grant date fair value of restricted stock units granted, determined in accordance with FASB ASC Topic 718. See Note 8—Earnings Per Common Share to our consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K, filed with the SEC on February 25, 2026, regarding assumptions underlying valuations of equity awards for 2025. Dividend equivalent rights are not reflected in the aggregate grant date fair value of the restricted stock unit awards. |

  107. 2025 DIRECTOR COMPENSATION

    | (3) Each of Ms. Argo and Messrs. Armour, Hu, Perry, Rubin and West received a grant of 2,555 restricted stock units on July 10, 2024, which vested and settled on May 20, 2025, pursuant to the LTIP, with each unit having a grant date fair value of $39.57. |

  108. 2025 DIRECTOR COMPENSATION

    | (4) Each of Ms. Argo and Messrs. Armour, Hu, Perry, Rubin and West received a grant of 4,173 restricted stock units on May 20, 2025, which will vest and settle on May 19, 2026, the date of the 2026 Annual Meeting, pursuant to the LTIP, with each unit having a grant date fair value of $41.36. |

  109. 2025 DIRECTOR COMPENSATION

    Mr. Van’t Hof is a director, but was also an executive officer in 2025 and an employee of Diamondback. Mr. Van’t Hof has received awards pursuant to the Diamondback Energy, Inc. 2021 Amended and Restated Equity Incentive Plan (the “Diamondback Equity Incentive Plan”) for his service as an executive officer or employee, respectively, and unrelated to his service as director. These awards are reflected in the tables contained in Diamondback’s 2026 proxy statement under the heading “Compensation Discussion and Analysis” and “Compensation Tables.” In addition, on March 1, 2025, Mr. Van’t Hof received a performance-based restricted stock unit award under Viper’s LTIP, which is reflected in the tables under the heading “Compensation Tables” above.

  110. Review and Approval of Related Party Transactions

    | • | a transaction involving compensation of directors; |

  111. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a supplemental non-GAAP (as defined below) financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Viper defines “Adjusted EBITDA” as net income (loss) attributable to Viper Energy, Inc. plus net income (loss) attributable to non-controlling interest (“net income (loss)”) before interest expense, net, non-cash share-based compensation expense, depletion, impairment, non-cash (gain) loss on derivative instruments, (gain) loss on extinguishment of debt, if any, transaction expenses and other non-cash or non-recurring operating expenses, if any, and provision for (benefit from) income taxes. Adjusted EBITDA is not a measure of net income as determined by United States’ generally accepted accounting principles (“GAAP”). Management believes Adjusted EBITDA is useful because it allows them to evaluate Viper’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income, royalty income, cash flow from operating activities or any other measure of financial performance or liquidity presented as determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. The following table presents a reconciliation of the GAAP financial measure of net income (loss) to the non-GAAP financial measures of Adjusted EBITDA (in millions):

  112. Adjusted EBITDA

    | | Year Ended | | | December 31, 2025 | | Net income (loss) attributable to Viper Energy, Inc. | $(68) | | Net income (loss) attributable to non-controlling interest | (138) | | Net income (loss) | (206) | | Interest expense, net | 96 | | Non-cash share-based compensation expense | 7 | | Depletion | 607 | | Impairment | 768 | | Non-cash (gain) loss on derivative instruments | (14) | | (Gain) loss on extinguishment of debt | 32 | | Provision for (benefit from) income taxes | (19) | | Other non-recurring expenses | 31 | | Consolidated Adjusted EBITDA | $1,302 |

  113. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 6.1 Board Powers. Except as otherwise provided in this Certificate, the business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate or the Bylaws of the Corporation (as amended or restated from time to time, the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL and this Certificate; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted. Section 6.2 Number, Election and Term. (a) The number of directors constituting the Board shall be not fewer than three nor more than twelve. Subject to the previous sentence, the precise number of directors of the Corporation, other than those who may be elected by the holders of one or more series of Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Certificate, “Whole Board” shall mean the total number of directors the Corporation would have if there were no vacancies. (b) Subject to Section 6.5, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. (c) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. Section 6.3 Newly Created Directorships and Vacancies. Subject to Section 6.5, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Section 6.4 Removal. Subject to Section 6.5, any or all of the directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class and acting at a meeting of the stockholders called and held in accordance with the DGCL, this Certificate and the Bylaws. Section 6.5 Preferred Stock—Directors. Notwithstanding any other provision of this Article VI, and except as otherwise required by law, whenever the holders of one or more series of Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of Preferred Stock as set forth in this Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article VI unless expressly provided by such terms. Section 6.6 Rights with respect to Diamondback Designees. (a) In connection with any annual or special meeting of stockholders of the Corporation at which directors are elected (or any action by stockholder consent to elect directors in lieu of a stockholder meeting), for so long as the Diamondback Entities collectively beneficially own at least 25% of the outstanding Common Stock, Diamondback shall have the right to designate up to three persons to serve as directors of the CompanyCorporation (any person so designated, a “Diamondback Designee”). (b) Initially there are two Diamondback Designees: Travis D. Stice and Kaes Van’t Hof, and the size of the Board shall be increased to allow for the election or appointment, as applicable, of any additional Diamondback Designees. In the event of the removal, death or resignation of a Diamondback Designee, Diamondback shall have the right to designate a replacement Diamondback Designee to fill the resulting vacant directorship. Before the expiration of a Diamondback Designee’s term of office at a meeting of stockholders (or pursuant to a stockholder consent in lieu of a meeting), Diamondback may designate a successor Diamondback Designee as a replacement to serve as a director upon the expiration of the term of the predecessor designee. (c) Whenever Diamondback designates a Diamondback Designee to serve as a director of the Corporation pursuant to this Certificate of Incorporation, Diamondback will cause such designee to complete all questionnaires then required of the other directors of the Corporation and shall make the designee available for an interview with the Board or one of its authorized committees. The Board shall promptly nominate (in the case of a director election by stockholders) or appoint (in the case of a vacancy or newly created directorship) the Diamondback Designee as a director unless the Board withholds its consent to such designee, provided that such consent shall not be unreasonably withheld. If the Board withholds its consent, the Board shall notify Diamondback of its objections to the Diamondback Designee in a writing that explains with reasonable detail the basis for withholding consent. If the Board reasonably withholds its consent, Diamondback shall designate a substitute person as a Diamondback Designee who shall be nominated (in the case of a director election by stockholders) or appointed (in the case of a vacancy or newly created directorship) as a director of the Corporation by the Board in accordance with, and subject to, this paragraph. (d) For the avoidance of doubt, the rights provided to Diamondback in this Section 6.6 are not exclusive, and Diamondback shall have the same rights and privileges that are accorded to other stockholders with respect to the nomination, election and removal of all directors and may exercise any rights or privileges of proxy access accorded to stockholders under this Certificate of Incorporation, the Bylaws or applicable law. (e) The foregoing provisions of this Section 6.6 have been inserted in this Certificate of Incorporation in accordance with Section 141(a) of the Delaware General Corporation LawDGCL. The Board of Directors is hereby directed to comply with this Section 6.6, and the business and affairs of the Corporation shall be managed by or at the direction of the Board of Directors constituted, appointed and elected in accordance with this Article VI, including this Section 6.6.

  114. BOARD OF DIRECTORS

    (f) Whenever the Corporation solicits proxy or consent materials for the election of directors, the Corporation shall include in its proxy or consent materials, and on each proxy or consent card, each Diamondback Designee, irrespective of whether the Board has reasonably withheld its consent to the Diamondback Designee’s appointment as a director or nomination for director election. The proxy materials shall also contain a statement by Diamondback in favor of each Diamondback Designee, provided that Diamondback shall be solely responsible for any liability relating to any inaccuracy in such statement. Neither Diamondback, nor any Diamondback Designee, shall be subject to the provisions in the Bylaws that (but for this Article) would otherwise apply for the nomination by stockholders of candidates for director election or that would otherwise apply to allow stockholders to include such candidates in the Corporation’s proxy materials or on its proxy card. (g) The provisions of this Section 6.6 shall apply notwithstanding any other provision of this Certificate of Incorporation to the contrary. In addition to any other vote required or provided by law, any amendment, alteration or repeal of, or the adoption of any provision inconsistent with, this Section 6.6, in each case, whether by merger, consolidation, conversion or otherwise, shall require the affirmative vote of the holders of at least 75% of the voting power of the Class A Common Stock and Class B Common Stock, considered together as one class. From and after the first date that the Diamondback Entities collectively beneficially own less than 25% of the outstanding Common Stock, this Section 6.6 shall no longer be effective and shall be rendered inoperative, except that any Diamondback Designee then serving as a director of the Corporation shall serve the remainder of his or her term of office and shall continue in office until his or her resignation or removal or until a successor is elected and qualified.