SCHEDULE 13G/A: EnCap Affiliates Disclose Significant Stake in Viper Energy, Inc. Class A Common Stock

Multiple EnCap-affiliated entities, including Tumbleweed Royalty IV, LLC, have disclosed beneficial ownership of 8.41% of Viper Energy, Inc.'s Class A Common Stock through exchangeable units.

Summary

• Tumbleweed Royalty IV, LLC (TWR IV) beneficially owns 10,093,670 OpCo Units of Viper Energy Partners LLC, which are exchangeable for an equal number of Class A Common Stock shares of Viper Energy, Inc., representing 7.14% of the class.
• EnCap Energy Capital Fund X, L.P. (EnCap Fund X) beneficially owns 1,968,244 OpCo Units, exchangeable for Class A Common Stock, representing 1.48% of the class.
• EnCap Energy Capital Fund XI, L.P. (EnCap Fund XI) beneficially owns 10,093,670 shares, as it is the managing member of TWR IV, also representing 7.14% of the class.
• EnCap Partners GP, LLC (EnCap Partners GP) beneficially owns an aggregate of 12,061,914 shares, representing 8.41% of the Class A Common Stock, due to its control over EnCap Fund X, EnCap Fund XI, and TWR IV.
• The beneficial ownership is primarily through OpCo Units in Viper Energy Partners LLC, which are exchangeable on a one-for-one basis for Viper Energy, Inc. Class A Common Stock.
• The calculations for percentage of class are based on an assumed combined total of Class A Common Stock outstanding, including the 131,313,142 shares reported by the Issuer as of February 21, 2025, plus the OpCo Units held by the reporting persons.
• The filing is an Amendment No. 1 to Schedule 13G, indicating an update to a previously filed statement.

Sentiment

Score: 5

Explanation: Neutral. This is a factual disclosure of beneficial ownership, not a performance report or strategic announcement. It provides transparency on significant institutional holdings.

Positives

• Significant institutional ownership by EnCap-affiliated entities indicates a long-term investment perspective.
• The filing explicitly states that the securities were not acquired or held for the purpose of changing or influencing control, suggesting a passive investment.

Risks

• Concentrated ownership by a few entities could potentially influence future corporate decisions, although the filing disclaims intent to influence control.
• The value of the OpCo Units and Class A Common Stock is subject to the performance of Viper Energy, Inc. and the broader energy market.

Future Outlook

NA

Industry Context

This filing indicates significant institutional investment in Viper Energy, Inc., a company likely involved in the energy sector, specifically royalty interests given the mention of 'Tumbleweed Royalty.' Such filings provide transparency on major ownership stakes, which is common in the energy industry where large private equity funds like EnCap often hold substantial positions.

Corporate Governance

Related Party Transactions

• The filing details the complex interrelationships between the EnCap entities (EnCap Partners GP, EnCap Investments L.P., EnCap Investments GP, L.L.C., EnCap Investments Holdings, LLC, EnCap Equity Fund XI GP, LLC, EnCap Equity Fund XI GP, L.P., EnCap Energy Capital Fund XI, L.P., EnCap Equity Fund X GP, L.P., EnCap Energy Capital Fund X, L.P.) and Tumbleweed Royalty IV, LLC, which collectively hold significant beneficial ownership in Viper Energy, Inc. This constitutes a disclosure of related party ownership interests.

Stakeholder Impact

• Shareholders: Provides transparency on significant institutional ownership, which can influence market perception and liquidity. The concentration of ownership by EnCap-affiliated entities means a substantial portion of voting power is held by a single group, though they disclaim intent to influence control.
• Management: Awareness of large, potentially passive, institutional investors.
• Regulatory Bodies: Ensures compliance with SEC disclosure requirements for beneficial ownership.

Key Dates

Keywords

Viper Energy Inc., Class A Common Stock, SEC filing, Schedule 13G, beneficial ownership, institutional investor, EnCap, Tumbleweed Royalty, OpCo Units, energy sector, oil and gas, royalty interests