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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
At June 30, 2026, the Company had a total of 191,382,620 shares of Class A Common Stock issued and outstanding and 164,789,844 shares of Class B Common Stock issued and outstanding. Additionally, at June 30, 2026, Tumbleweed Royalty IV, LLC (“TWR IV”) held 6,746,384 OpCo Units and the option, but not the obligation, to acquire an equivalent number of shares of the Company’s Class B Common Stock (the “TWR Class B Option”).

Members of New OpCo may require the Company to redeem all or a portion of the shares of the Company’s Class B Common Stock held by such member, together with an equal number of OpCo Units (one share of Class B Common Stock together with one OpCo Unit) in exchange for (i) an equivalent number of shares of the Company’s Class A Common Stock, or (ii) cash consideration subject to the terms and conditions included in the Amended and Restated Limited Liability Company Agreement of New OpCo. TWR IV may exchange its OpCo Units directly for an equivalent number of shares of the Company’s Class A Common Stock and any OpCo Units so exchanged will reduce the number of shares of Class B Common Stock subject to the TWR Class B Option.

2026 Secondary Offering

On March 4, 2026, the Company completed a secondary public offering with Diamondback, EnCap Energy Capital Fund X, L.P. (“EnCap”), TWR IV, Opps IX Source Holdings PT, L.P. (“Source Holdings”) and Opps IX Source Holdings II PT, L.P. (“Source Holdings II” and together with Source Holdings, the “Sitio OpCo Former Equity Holders”) (all selling stockholders collectively, the “Selling Stockholders”) and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as underwriters (the “Underwriters”) (the “2026 Secondary Offering”). The 2026 Secondary Offering authorized the Selling Stockholders to sell an aggregate of (i) 17,391,304 shares of Class A Common Stock, and (ii) up to 2,608,696 shares of Class A Common Stock upon exercise of the Underwriters’ option to purchase additional shares of Class A Common Stock from certain Selling Stockholders at the public offering price of $45.90 per share, less underwriting discounts and commissions (the “Underwriter Option”). To effect the offering, (i) Diamondback, EnCap and the Sitio OpCo Former Equity Holders collectively exchanged 14,044,018 shares of the Company’s Class B Common Stock and an equivalent number of OpCo Units for 14,044,018 shares of the Company’s Class A Common Stock, and (ii) TWR IV exchanged 3,347,286 of its OpCo Units for an equivalent number of shares of the Company’s Class A Common Stock.

On March 19, 2026, the Underwriters exercised a portion of the Underwriter Option and purchased an additional 954,809 shares of Class A Common Stock (the “Shoe Exercise”). To effect the offering of additional shares pursuant to the Shoe Exercise, Diamondback and the Sitio OpCo Former Equity Holders collectively exchanged 954,809 shares of the Company’s Class B Common Stock and an equivalent number of OpCo Units for 954,809 shares of the Company’s Class A Common Stock. Viper did not receive any proceeds from the sale of shares in the 2026 Secondary Offering or the Shoe Exercise. Pursuant to the Company’s registration rights agreements, the Company paid all expenses relating to the registration, offering and listing of the shares sold in the 2026 Secondary Offering and Shoe Exercise, except that the Selling Stockholders paid the discounts and commissions of the Underwriters, any transfer taxes and certain attorney’s fees.
The following table presents the beneficial ownership of Common Stock and OpCo Units as of June 30, 2026:

As of June 30, 2026
Shares of Common Stock Beneficially Owned
Percentage Ownership(1)
OpCo Units Beneficially Owned
Percentage Ownership
Public equity holders of Class A Common Stock
191,382,620 52.7 %— — %
Viper and subsidiaries
— — 191,382,620 52.7 
Diamondback and subsidiaries
142,156,718 39.2 142,156,718 39.2 
Sitio OpCo Former Equity Holders
21,317,596 5.9 21,317,596 5.9 
TWR IV(1)
6,746,384 1.8 6,746,384 1.8 
EnCap
1,315,530 0.4 1,315,530 0.4 
Total Ownership(1)
362,918,848 100.0 %362,918,848 100.0 %
(1)On a fully diluted basis, assuming TWR IV exercises the TWR Class B Option.

2025 Equity Offering

On February 3, 2025, the Company completed an underwritten public offering of 28,336,000 shares of Class A Common Stock, at a price to the public of $44.50 per share for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). The Company used the net proceeds from the 2025 Equity Offering to fund the cash consideration for certain acquisitions and for general corporate purposes.

Repurchase Program

On February 18, 2026, the Company’s board of directors increased the authorization under the Company’s repurchase program to $1.75 billion, excluding excise tax.

During the three months ended June 30, 2026, the Company repurchased approximately $132 million of its Class A Common Stock. During the six months ended June 30, 2026, the Company repurchased approximately (i) $182 million of its Class A Common Stock, and (ii) $46 million of its OpCo Units related to the repurchase of 1,000,000 OpCo Units from affiliates of Oaktree Capital Management, L.P. (“Oaktree”) in conjunction with the 2026 Secondary Offering. Concurrently, a corresponding number of shares of the Company’s Class B Common Stock owned by Oaktree were canceled. The Company repurchased approximately $10 million of its Class A Common Stock during both the three and six months ended June 30, 2025. As of June 30, 2026, approximately $1.01 billion remained available under the repurchase program, excluding excise tax.

Cash Dividends

The board of directors of the Company has established a dividend policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to holders of the OpCo Units. Historically, Viper has in turn distributed all or a portion of the available cash it receives from the Operating Company to holders of its Class A Common Stock through base and variable dividends that take into account capital returned to stockholders via its repurchase program. For subsequent changes to the Company’s return of capital commitment and dividend policy, see Note 13—Subsequent Events. The Company’s available cash and the available cash of the Operating Company for each quarter is determined by the board of directors following the end of such quarter.

The Company expects that its available cash will generally equal the Adjusted EBITDA attributable to the Company for the applicable quarter, less cash needed for income taxes payable; debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Company’s board of directors deems necessary or appropriate; lease bonus income (net of applicable taxes); dividend equivalent rights payments; preferred dividends, if any; and further adjusted for the tax impact from divestitures. For a detailed description of the Company’s and the Operating Company’s dividend policy, see Note 7—Stockholders’ Equity—Cash Dividends in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The percentage of cash available for distribution by the Operating Company pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through the Company’s repurchase program. The Company is not required to pay dividends to the holders of its Class A Common Stock on a quarterly or other basis.

The following table presents information regarding cash dividends paid during the periods presented (in millions except per share amounts):

Distributions
PeriodAmount per OpCo Unit
Operating Company Distributions to Non-Controlling Interests
Amount per Class A Common ShareClass A Common StockholdersDeclaration DateClass A Common Stockholder Record DatePayment Date
2026
Q4 2025
$0.65 $113 $0.52 $100 
February 18, 2026
March 5, 2026
March 12, 2026
Q1 2026$0.86 $147 $0.68 $133 April 29, 2026May 14, 2026May 21, 2026
2025
Q4 2024$0.69 $68 $0.65 $85 
January 30, 2025
March 6, 2025
March 13, 2025
Q1 2025$0.70 $117 $0.57 $75 May 1, 2025May 15, 2025May 22, 2025

Change in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying condensed consolidated financial statements represents the ownership interests of Diamondback, Sitio OpCo Former Equity Holders, TWR IV and EnCap in the net assets of the Operating Company. The non-controlling interests’ relative ownership in the Operating Company can change when transactions impacting the Operating Company’s outstanding equity occur. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.

The following table summarizes the changes in the Company’s stockholders’ equity due to changes in ownership interest of subsidiaries during the period:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(In millions)
Net income (loss) attributable to the Company$142 $37 $239 $112 
Transfers from the non-controlling interest:
Increase in additional paid-in capital due to exchange of Class B Common Stock and OpCo Units into shares of Class A Common Stock1 — 787 — 
Other transfers to the non-controlling interest, net
41 792 (27)556 
Change from net income (loss) attributable to the Company’s stockholders and transfers with non-controlling interest$184 $829 $999 $668