SCHEDULE: Diamondback Exits VNOM Sub Ownership Post-Merger
Amendment to Beneficial Ownership Report
Diamondback Energy, Diamondback E&P, and Endeavor Energy Resources have ceased beneficial ownership of VNOM Sub, Inc. following the Sitio Acquisition merger.
Summary
- This document is Amendment No. 6 to the Schedule 13D filed by Diamondback Energy, Inc., Diamondback E&P LLC, and Endeavor Energy Resources, L.P. (collectively, the "Reporting Persons").
- The filing pertains to VNOM Sub, Inc., formerly known as Viper Energy, Inc. (the "Issuer").
- On August 19, 2025, the Sitio Acquisition was consummated.
- As a result of the merger, all 155,058,093 shares of Class B Common Stock held by the Reporting Persons in the Issuer were canceled.
- These canceled shares were converted into 155,058,093 shares of New Viper Class B Common Stock of New Cobra Pubco, Inc. (which was renamed "Viper Energy, Inc.").
- The Reporting Persons no longer beneficially own any securities of VNOM Sub, Inc.
- This Amendment No. 6 serves as the final amendment to the Schedule 13D and constitutes an "exit" filing for the Reporting Persons.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed corporate transaction (merger) leading to the cessation of beneficial ownership, with no forward-looking statements or performance metrics to assess sentiment.
Positives
- The Sitio Acquisition, a significant corporate transaction, has been successfully consummated as planned.
- The Reporting Persons have completed the divestiture of their interest in VNOM Sub, Inc. as part of the merger.
Negatives
- The Reporting Persons no longer hold any beneficial ownership or control over securities of VNOM Sub, Inc.
Future Outlook
This is an exit filing by the Reporting Persons, indicating the cessation of their beneficial ownership in the Issuer. No forward-looking statements or guidance regarding the Issuer's future operations or financial performance are provided by the Reporting Persons in this document.
Management Comments
- "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Teresa L. Dick, Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc.
Industry Context
This filing reflects a significant corporate action within the U.S. oil and gas industry, specifically concerning mineral and royalty interests. The Sitio Acquisition, which led to this change in beneficial ownership, represents a consolidation event, a common trend in the energy sector aimed at achieving scale and operational efficiencies. Diamondback Energy is a prominent exploration and production company, primarily focused on the Permian Basin, and its involvement in such transactions highlights ongoing strategic realignments in the sector.
Stakeholder Impact
- Shareholders of VNOM Sub, Inc. (formerly Viper Energy, Inc.) are directly impacted by the change in the company's ownership structure and its integration into New Cobra Pubco, Inc. (renamed Viper Energy, Inc.) as a result of the Sitio Acquisition.
- The Reporting Persons (Diamondback Energy, Diamondback E&P, and Endeavor Energy Resources) no longer hold any beneficial interest in VNOM Sub, Inc., signifying a complete divestment of their prior stake.
Next Steps
- This Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, indicating no further reporting obligations under this specific Schedule 13D for these entities regarding VNOM Sub, Inc.
Key Dates
| Date | Description |
|---|---|
| 08/11/2016 | Original Schedule 13D filing date by Diamondback Energy, Inc. and Diamondback E&P LLC. |
| 03/07/2024 | Amendment date to the Schedule 13D. |
| 03/08/2024 | Amendment date to the Schedule 13D. |
| 02/03/2025 | Amendment date to the Schedule 13D. |
| 05/05/2025 | Amendment date to the Schedule 13D, adding Endeavor Energy Resources, L.P. as a Reporting Person. |
| 06/04/2025 | Amendment date to the Schedule 13D. |
| 08/19/2025 | Date of event which required filing of this statement; consummation of the Sitio Acquisition and cessation of beneficial ownership by Reporting Persons. |
Keywords
Schedule 13D, beneficial ownership, exit filing, merger, Diamondback Energy, Viper Energy, VNOM Sub, Sitio Acquisition, Class B Common Stock, oil and gas, mineral interests
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.