DEF 14A

Board
Recommendation

Page Reference

Proposal 1: Election of directors

FOR each Director

Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers

Proposal 3: Ratify the appointment of our independent auditor

Proposal 4: Approve an amendment to the Company’s certificate of incorporation to provide that stockholders holding at least 20% of the voting power, determined on a net long basis, continuously for at least one year, may call special meetings of stockholders, and other immaterial changes.

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

VIPER ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with written preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2026 ANNUAL MEETING AND PROXY STATEMENT

TUESDAY

May 19, 2026

10:00 a.m. local time

Petroleum Club of Midland

501 West Wall Street

Midland, TX 79701

MESSAGE FROM OUR CHAIRMAN

STEVEN E. WEST

CHAIRMAN OF THE BOARD

April 8, 2026

Dear Viper Energy, Inc. Stockholder:

On behalf of your board of directors, I am pleased to invite you to attend our Annual Meeting of Stockholders to be held on Tuesday, May 19, 2026, at 10:00 a.m., local time, at the Petroleum Club of Midland, 501 West Wall Street, Midland, TX 79701.

It is important that your shares be represented at the meeting. Whether or not you plan to attend the meeting in person, we urge you to grant your proxy to vote your shares by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you requested to receive a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided. Please note that submitting a proxy will not prevent you from attending the meeting in person and voting at such meeting. Please note, however, if a broker or other nominee holds your shares of record and you wish to vote at the meeting, you must obtain from that registered holder a proxy card issued in your name.

You will find information regarding the matters to be voted on at the meeting in the proxy statement. Your interest in Viper Energy, Inc. is appreciated. We look forward to your vote at the Annual Meeting to be held on May 19, 2026.

Sincerely,

LOGO

Steven E. West

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY

MAY 19, 2026

10:00 a.m. local time

Petroleum Club of Midland

501 West Wall Street

Midland, TX 79701

TO THE STOCKHOLDERS OF VIPER ENERGY, INC.:

The Annual Meeting of Stockholders of Viper Energy, Inc. will be held on May 19, 2026 at 10:00 a.m., local time, at the Petroleum Club of Midland, 501 West Wall Street, Midland, TX 79701, for the following purposes:

1.	To elect eight directors to serve until the Company’s 2027 Annual Meeting of Stockholders;

2.	To approve, on an advisory basis, the compensation of the Company’s named executive officers;

3.	To ratify the appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026;

4.	To approve an amendment to the Company’s certificate of incorporation to provide that stockholders holding at least 20% of the voting power, determined on a net long basis, continuously for at least one year, may call special meetings of stockholders, and other immaterial changes; and

5.	To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

We are providing access to our proxy materials, including this proxy statement and our 2025 Annual Report on Form 10-K, over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper or email copy of our proxy materials. Those stockholders who request a paper copy of our proxy materials as provided in the Notice of Internet Availability will receive such proxy materials by mail. This electronic distribution process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.

Your vote is important. Please carefully consider the proposals and vote in one of these ways:

•

Internet – Follow the instructions on the Notice of Internet Availability or the proxy card to vote through the Internet

•

Telephone – Follow the instructions on the Notice of Internet Availability or the proxy card to vote by phone

•

Mail – If you request to receive a paper copy of our proxy materials, mark, sign, date and promptly return the proxy card in the postage-paid envelope

•

Annual Meeting – Submit a ballot at the Annual Meeting

Only stockholders of record at the close of business on March 27, 2026, or their proxy holders, may vote at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 2026. THIS PROXY STATEMENT AND THE COMPANY’S 2025 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WWW.ENVISIONREPORTS.COM/VNOM.

By Order of the Board of Directors,

LOGO

Will Krueger

Vice President, General Counsel and Secretary

April 8, 2026

The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on April 8, 2026.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT

Table of Contents


PROXY SUMMARY			1
VOTING MATTERS			1
DIRECTOR NOMINEES			1
RECENT DEVELOPMENTS			1
PROPOSAL 1: ELECTION OF DIRECTORS			5
DIRECTOR NOMINATIONS			5
SUMMARY OF DIRECTOR NOMINEE CORE COMPETENCIES			10
CORPORATE GOVERNANCE HIGHLIGHTS			11
CORPORATE GOVERNANCE GUIDELINES			12
DIRECTOR QUALIFICATIONS AND NOMINATION PROCESS			14
SKILLS AND QUALIFICATIONS WE SEEK IN DIRECTORS			14
BOARD REFRESHMENT AND COMPOSITION			14
HOW WE SELECT OUR DIRECTOR NOMINEES			14
STOCKHOLDER NOMINATION OF CANDIDATES AND PROXY ACCESS			15
STOCKHOLDER RIGHTS TO CALL A SPECIAL MEETING			15
MAJORITY VOTING			15
DIRECTOR INDEPENDENCE			16
EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS			16
BOARD LEADERSHIP STRUCTURE			17
BOARD MEETINGS, COMMITTEES AND MEMBERSHIP			18
BOARD COMMITTEE MEMBERSHIP			18
Audit Committee			18
Compensation Committee			19
Nominating and Corporate Governance Committee			21
COMMITTEE CHARTERS			22
ANNUAL BOARD AND COMMITTEE EVALUATIONS			22
THE BOARD’S ROLE IN RISK OVERSIGHT			22
CODE OF BUSINESS CONDUCT AND ETHICS			24
COMMUNICATIONS WITH THE BOARD			25
DIRECTOR COMPENSATION			25
HUMAN CAPITAL			25
AUDIT COMMITTEE REPORT			26
REVIEW WITH MANAGEMENT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
CONTROLS AND PROCEDURES			26
DISCUSSIONS WITH INDEPENDENT AUDITING FIRM			26
RECOMMENDATION TO THE BOARD OF DIRECTORS			26
EXECUTIVE OFFICERS			27
COMPENSATION DISCUSSION AND ANALYSIS			29
EXECUTIVE SUMMARY			29
Named Executive Officers			29
2025 and Q1 2026 Operational and Financial Performance Highlights and Key Strategic Transactions			29
EXECUTIVE COMPENSATION POLICY AND OBJECTIVES			32
The Role of Our Compensation Committee			33
The Role of Our Management			34
The Role of the Compensation Consultant			34
The Role of Benchmarking in Determining 2025 LTI Awards			35
Stockholder Engagement and 2025 “Say on Pay” Advisory Vote			35
Long Term Equity Incentive Compensation			35

VIPER ENERGY, INC. • 2026 PROXY STATEMENT


2025 Performance Based Awards			36
2025 TSR Performance Peer Group			37
Base Salary			37
2025 Short-Term Incentive Award Payouts to Named Executive Officers			38
Clawback Policy			38
Insider Trading Policy			38
Timing of Equity Awards			38
COMPENSATION COMMITTEE REPORT			39
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			40
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT			40
COMPENSATION TABLES			41
SUMMARY COMPENSATION TABLE			41
2025 GRANTS OF PLAN-BASED AWARDS UNDER THE LTIP			43
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END UNDER THE LTIP			44
STOCK VESTED DURING FISCAL YEAR 2025 UNDER THE LTIP			44
POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2025			45
PAY RATIO DISCLOSURE			47
PAY VERSUS PERFORMANCE DISCLOSURE			48
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLES			50
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			53
2025 DIRECTOR COMPENSATION			53
STOCK OWNERSHIP			55
HOLDINGS OF MAJOR STOCKHOLDERS			55
HOLDINGS OF OFFICERS AND DIRECTORS			58
STOCK PERFORMANCE GRAPH			63
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			64
REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS			64
Payments to Diamondback and Its Affiliates under the Services and Secondment Agreement			64
Dividends paid to Diamondback, Diamondback E&P and Endeavor			64
Diamondback Registration Rights Agreement and Exchange Agreement			65
Related Party Acquisitions			65
2025 Drop Down			65
Sitio Acquisition			66
Agreement with TWR IV and Morita Ranches Equity Recipients			66
2026 Secondary Offering			68
Kimmeridge Repurchase			68
Tax Sharing Agreement			68
Lease Bonus Payments			69
Surface Use			69
PROPOSAL 2: APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION			70
BOARD VOTING RECOMMENDATION			70
PROPOSAL 3: RATIFY THE APPOINTMENT OF OUR INDEPENDENT AUDITOR			71
WHAT AM I VOTING ON?			71
WHAT SERVICES DOES THE INDEPENDENT AUDITOR PROVIDE?			71
HOW MUCH WAS THE INDEPENDENT AUDITOR PAID IN 2025 AND 2024?			71
DOES THE AUDIT COMMITTEE APPROVE THE SERVICES PROVIDED BY GRANT THORNTON?			71
WILL A REPRESENTATIVE OF GRANT THORNTON BE PRESENT AT THE MEETING?			71

VIPER ENERGY, INC. • 2026 PROXY STATEMENT


WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?			71
HAS GRANT THORNTON ALWAYS SERVED AS VIPER’S INDEPENDENT AUDITOR?			72
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND?			72
PROPOSAL 4: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE THAT STOCKHOLDERS HOLDING AT LEAST 20% OF THE VOTING POWER, DETERMINED ON A NET LONG BASIS, CONTINUOUSLY FOR AT LEAST ONE YEAR, MAY CALL SPECIAL MEETINGS OF STOCKHOLDERS, AND OTHER IMMATERIAL CHANGES			73
WHAT AM I VOTING ON?			73
WHAT VOTE IS REQUIRED FOR APPROVAL			73
WHAT IS THE BOARD’S RATIONALE FOR APPROVAL			73
COMPLETE TEXT OF PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			74
DESCRIPTION OF OTHER IMMATERIAL CHANGES			74
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND?			74
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING			75
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS			80
OTHER MATTERS			81
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K			81
FORWARD-LOOKING STATEMENTS			81
SCHEDULE A NON-GAAP RECONCILIATIONS			83
ADJUSTED EBITDA			83
APPENDIX A SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIPER ENERGY, INC.			84

VIPER ENERGY, INC. • 2026 PROXY STATEMENT

PROXY SUMMARY

THE SUMMARY BELOW HIGHLIGHTS SELECTED INFORMATION IN THIS PROXY STATEMENT. PLEASE REVIEW THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES.

VOTING MATTERS

DIRECTOR NOMINEES

Committee Memberships

Nominee

Age

Director
Since

Independent

Audit

Compensation

Nominating
and
Corporate
Governance

Other Current
Public Boards

Laurie H. Argo

2023

✓

Spencer D. Armour, III

2017

✓

Frank C. Hu

2022

✓

W. Wesley Perry

2014

✓

James L. Rubin

2014

✓

Travis D. Stice

2014

Kaes Van’t Hof

2023

Steven E. West+

2014

✓

+	Chairman of Board or Committee, as applicable

RECENT DEVELOPMENTS

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 1

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.

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”).

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 2

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.

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”).

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 3

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.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 4

PROPOSAL 1: ELECTION OF DIRECTORS

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.

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.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 5

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 6

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.

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 7

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.

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 8

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.

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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.

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

●

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 10

CORPORATE GOVERNANCE HIGHLIGHTS

We believe that effective corporate governance should include regular constructive discussions with our stockholders. We have a proactive stockholder engagement process that encourages feedback from our stockholders. This feedback helps shape our governance practices, which include:

•

On November 13, 2023, converted from a Delaware limited partnership into a Delaware corporation in the Conversion, which enhanced corporate governance rights afforded to our stockholders, increased our Class A Common Stock’s trading volume and provided for inclusion of our Class A Common Stock into broader indices and benchmarks

•

In October 2025, our board adopted second amended and restated bylaws, which (among other things):

•

clarify and enhance procedural mechanics and disclosure requirements relating to stockholders calling special meetings and stockholder director nominations and submissions of proposals;

•

adopt a federal forum provision, selecting federal courts as the exclusive forum for claims under the Securities Act of 1933, as amended (the “Securities Act”), unless we consent in writing to the selection of an alternative forum; and

•

make other technical, conforming, modernizing and clarifying amendments

•

~75% of directors are independent under the Nasdaq Rules

•

Promote equal opportunity and inclusive culture on the board of directors and within the organization

•

33% of our board committees are chaired by gender or ethnically diverse directors

•

Active board oversight of risk and risk management

•

Implemented director overboarding policy limiting service on public company boards and audit committees

•

Independent director meetings in executive session led by the chairman of the board of directors or, if the chairman is not independent, our lead independent director

•

Maintain a comprehensive executive incentive compensation clawback policy that allows for the recoupment and/or forfeiture of certain executive officer incentive compensation and complies with the Nasdaq Rules implementing Rule 10D-1 of the Exchange Act

•

Adopted rigorous stock ownership guidelines for non-employee directors

•

Adopted and annually evaluate Corporate Governance Guidelines as another step to reinforce our commitment to sound governance practices and policies

•

Maintain a related party transaction policy

•

Maintain robust insider trading policies covering trading in our securities by our directors and executive officers and seconded employees under the Services and Secondment Agreement, also requiring that charitable donations and other gifts of common stock by our executive officers and directors be subject to the same open trading window and preapproval requirements as trades in such securities

•

Do not take material nonpublic information into account when determining the timing and terms of an equity award Annual performance evaluation of the board and its committees as part of their commitment to continuous improvement

•

Each director attended at least 75% of the 2025 board and applicable committee meetings

•

All financially literate and independent audit committee members, and at least one audit committee member qualifies as a financial expert

•

Our nominating and corporate governance committee is comprised of all independent directors under the Nasdaq Rules and applicable SEC rules

•

A majority voting standard to amend the certificate of incorporation or bylaws (with a narrow exception for provisions on Diamondback’s rights)

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CORPORATE GOVERNANCE GUIDELINES

The board has adopted our Corporate Governance Guidelines as a way to reinforce its commitment to sound governance practices and policies. These Corporate Governance Guidelines include provisions concerning the following:

•

Role and responsibilities of the board and its committees;

•

Size of the board;

•

Selection, qualifications, independence, responsibilities and tenure of directors;

•

Director resignation process;

•

Selection of chairman of the board and lead independent director;

•

Limits on other public company directorships and audit committee service;

•

Board meetings and agendas;

•

Director access to management and advisors;

•

Executive sessions of independent directors;

•

Director orientation and continuing education;

•

Annual performance evaluations of the board and its committees;

•

Director compensation;

•

Stockholder and third party communications with the board;

•

Board communications with third parties;

•

Confidentiality;

•

Stock ownership guidelines for non-employee directors;

•

Code of Business Conduct and Ethics; and

•

Conflicts of interest.

Our Corporate Governance Guidelines can be found on our website at https://www.viperenergy.com/corporate-governance/governance. You may also obtain copies of the Corporate Governance Guidelines, at no charge to you, by writing to Secretary, Viper Energy, Inc., 500 West Texas Ave., Suite 100, Midland, TX 79701.

Limits on Board Service and Audit Committee Service

Our Corporate Governance Guidelines establish the following limits on our directors serving on public company boards and audit committees:


Director Category		Limits on Public Company Boards and Audit Committee Service, including Viper
All Directors		Four Boards
Directors Who Serve as CEO of a Public Company		Two Boards
Directors Who Serve on Audit Committees		Three Audit Committees

Our Corporate Governance Guidelines provide that prior to accepting an invitation to serve on the board of another public company or other for-profit entity or accepting membership of the audit committee of the board of another public company or other for-profit entity, a director must (i) provide timely notice to the chairperson of the nominating and corporate governance committee, with a copy to the Chairman of the Board, the lead independent director, if applicable, and the Secretary, and (ii) obtain approval from the nominating and corporate

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 12

governance committee based upon its review of the opportunity in light of factors it deems relevant, including possible conflicts of interest, whether the opportunity would create any legal or regulatory issues, or conflict with any of our corporate governance policies, the director’s status as an independent director and any constraints on the director’s time that would detract from the director’s ability to serve the Company. The nominating and corporate governance committee reviews compliance with our director overboarding policy on an annual basis. All directors are currently in compliance with our director overboarding policy related to limits on board service and audit committee service.

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DIRECTOR QUALIFICATIONS AND NOMINATION PROCESS

Skills and Qualifications We Seek in Directors

As provided by the nominating and corporate governance committee’s charter and our Corporate Governance Guidelines, and subject to the terms and conditions of our certificate of incorporation relating to the Diamondback Director Designation Rights, our nominating and corporate governance committee identifies, evaluates and recommends to our board of directors candidates with the goal of creating a balance of knowledge, experience and backgrounds.

It is our policy that potential directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the interests of our stockholders. We also require that the members of our board of directors be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on our behalf, including attending all meetings of the board of directors and applicable committee meetings. We also require that at least a majority of our directors meet the standards of independence promulgated by Nasdaq and the SEC. For a discussion of the core competencies that each director brings to our board, see “Summary of Director Nominee Core Competencies” above on page 10 and for other details relating to the director nomination process, see Proposal 1. Election of Directors—Director Nominations above on page 5 and information included below.

Board Refreshment and Composition

Our nominating and corporate governance committee is focused on ensuring that the composition of the board represents a wide range of skills, experiences and backgrounds, and is balanced and aligned with the evolving needs of the Company, subject to the Diamondback Director Designation Rights. The board ensures refreshment and continued effectiveness by evaluating the composition of the board on a periodic basis to ensure its composition reflects a range of talents, skills and expertise sufficient to provide sound and prudent guidance with respect to our operations and the interests of our stockholders. In particular, the board seeks to maintain a balance of experience in the areas of accounting and finance, management, leadership, emerging risks and oil and gas related industries, as well as other core competencies discussed under “Summary of Director Nominee Core Competencies.” As part of the board refreshment process, between 2022 and 2023, three new directors were added to the board, Laurie H. Argo, Frank C. Hu and Kaes Van’t Hof.

Additionally, it is our policy that our nominating and corporate governance committee consider equal opportunity and inclusion in its evaluation of candidates for board membership. To this end, our board believes that a wide range of viewpoints, including those that are held by candidates of different gender, race, ethnicity, background, age, thought and tenure on our board (in connection with the consideration of the renomination of an existing director), should be an important factor in board composition. To reflect this policy and to ensure a competitive recruitment process, our nominating and corporate governance committee, in accordance with its charter, seeks to include candidates meeting such qualifications in all director searches. In accordance with its charter, our nominating and corporate governance committee also ensures that these considerations are discussed in connection with each potential nominee, as well as on a periodic basis in connection with its periodic review of the composition of the board and the size of the board as a whole.

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

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 14

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.

Stockholder Nomination of Candidates and Proxy Access

Under the Company’s bylaws, we provide proxy access, permitting a stockholder, or a group of up to 20 eligible stockholders, that has continuously owned, for no less than three years, at least 3% of our outstanding common stock, to nominate and include in our proxy materials up to the greater of (i) two directors and (ii) 20% of the number of directors currently serving on the Company’s board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws.

Stockholders who wish to submit a director nomination proposal, but who do not wish to have such nomination included in the Company’s proxy materials, must notify the Company in writing of the information required by the provisions of our bylaws dealing with such stockholder proposals.

See “Submission of Future Stockholder Proposals” on page 80 for additional detail and deadlines regarding submitting director nominees.

Stockholder Rights to Call a Special Meeting

Our bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board following receipt of a written request of one or more stockholders that together have continuously held, for their own accounts, beneficial ownership of at least 20% aggregate “net long position” (as such term is defined in our bylaws) of our issued and outstanding voting stock entitled to vote generally in the election of directors continuously for at least one year prior to the date such request is delivered to the Company and at the special meeting date.

See Proposal 4 for a proposal to approve an amendment to the certificate of incorporation to clarify this policy.

Majority Voting

To be elected, a director must receive a majority of the votes cast with respect to that director at the meeting. Our bylaws and Corporate Governance Guidelines provide that if the number of shares voted “FOR” a nominee who is serving as a director (an incumbent) does not exceed the votes cast “AGAINST” that director, he or she will tender his or her resignation to the board. The board will evaluate whether to accept or reject such resignation, or whether other action should be taken. Within 90 days of the certification of the stockholder vote, the board is required to decide whether to accept the resignation and publicly disclose its rationale for the decision.

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DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines provide that a majority of the board of directors must be “independent” in accordance with the Nasdaq Rules. Our board of directors has determined that six of our director nominees (Laurie H. Argo, Spencer D. Armour, III, Frank C. Hu, W. Wesley Perry, James L. Rubin and Steven E. West) meet the standards regarding independence under the Nasdaq Rules and the applicable SEC rules and are free of any relationship which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors of the Company. Messrs. Stice and Van’t Hof, who are the Diamondback designees pursuant to the Diamondback Director Designation Rights, do not qualify as independent under the Nasdaq Rules.

Our board of directors has determined that each current member of the audit committee is independent for purposes of serving on such committee under the Nasdaq Rules and the applicable SEC rules. In addition, our board of directors has determined that each current member of the audit committee is financially literate under the Nasdaq Rules and that Mr. Hu qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K of the Securities Act.

Our board of directors has also determined that each member of the compensation committee and the nominating and corporate governance committee meets the independence requirements applicable to those committees under the Nasdaq Rules. In addition, our board of directors determined that each member of our compensation committee is a “non-employee director” in accordance with Rule 16b-3 under the Exchange Act.

Executive Sessions of Independent Directors

Our independent directors have the opportunity to meet in an executive session following each regularly scheduled meeting of the board of directors and its committees and, pursuant to our corporate governance guidelines, meet no less than twice per year. Steven E. West, our independent Chairman of the Board, presides over executive sessions of the board of directors, and the committee chairpersons, each of whom is independent, preside over executive sessions of the committees. Our independent directors met in an executive session on seven occasions in 2025.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 16

BOARD LEADERSHIP STRUCTURE

Leadership of our board of directors is vested in the chairman of the board. Steven E. West serves as the chairman of our board of directors and as a director of Diamondback. Mr. West was also the chairman of the board of Diamondback from October 2012 to February 2022, when he was succeeded in that role by Mr. Stice. Our board of directors has determined that Mr. West’s roles of chairman of our board of directors and as a director of Diamondback allows the board of directors to take advantage of the leadership skills of Mr. West, and that Mr. West’s in-depth knowledge of, and experience in, our business, history, structure and organization facilitate timely communications between the board of directors of Diamondback and our board of directors.

We believe that our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the Company. In addition, we believe that the atmosphere of our board is collegial, that all board members are well engaged in their responsibilities, and that all board members express their views and consider the opinions expressed by other directors. Six of the eight current directors on our board are independent under the Nasdaq Rules and the applicable SEC rules.

We also believe that all our independent directors have demonstrated leadership in business enterprises and other large organizations and are familiar with board processes. Our independent directors are involved in the leadership structure of our board by serving on our audit, compensation, or nominating and corporate governance committees, each having a separate independent chairperson. Specifically, the chairperson of our audit committee oversees the Company’s accounting and financial reporting processes, as well as compliance with legal and regulatory requirements. The chairperson of our compensation committee oversees our compensation policies and practices and their impact on risk and risk management. The chairperson of our nominating and corporate governance committee monitors matters such as the composition of the board and its committees, board performance and best practices in corporate governance. As such, each committee chairperson provides independent leadership for purposes of many important functions delegated by our board of directors to such committee.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 17

BOARD MEETINGS, COMMITTEES AND MEMBERSHIP

In 2025, our board of directors met seven times, in person or, remotely via electronic or telephonic means. In addition to these meetings, the board of directors adopted resolutions by unanimous written consent. In 2025, each director attended at least 75% of the meetings of the board of directors and the meetings of the committees on which he or she served. To the extent a director was unable to attend a meeting in 2025, he or she met telephonically with members of senior management to receive a report regarding the materials reviewed at the meeting.

Recognizing that director attendance at our Annual Meeting can provide our stockholders with an opportunity to communicate with directors about issues affecting the Company, we actively encourage our directors to attend the Annual Meeting of Stockholders. All eight of our directors attended our 2025 Annual Meeting of Stockholders in person.

Board Committee Membership

The table below shows the membership of each of the board’s committees, as well as information about each committee’s principal functions.

Audit Committee

Members

Principal Functions

Number of
Meetings in
2025

W. Wesley Perry *
Spencer D. Armour, III
Frank C. Hu

James L. Rubin

•

Reviews and discusses with management, the Company’s independent auditor and the Company’s independent Sarbanes-Oxley compliance and internal audit advisors, matters regarding the integrity of our accounting policies, internal controls, financial statements, accounting and auditing processes and risk management compliance, including cybersecurity risks.

•

Monitors and oversees our accounting, auditing and financial reporting processes generally, including the qualifications, independence and performance of the independent auditor.

•

Monitors our compliance with legal and regulatory requirements.

•

Establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

•

Reviews and approves related party transactions.

•

Appoints, evaluates, terminates, and determines the compensation of, our independent auditor.

•

Pre-approves audit and permissible non-audit services to be performed by the independent auditor.

•

Prepares the report required by the SEC for the inclusion in our annual proxy statement.

•

Reviews and reassesses the adequacy of the audit committee charter on a periodic basis.

•

Informs our independent auditor of the audit committee’s understanding of significant relationships and transactions with related parties and reviews and discusses with our independent auditors the auditor’s evaluation of our identification of, accounting for and disclosure of our relationships and transactions with related parties, including any significant matters arising from the audit regarding our relationships and transactions with related parties.

•

Prepares for the board of directors an annual performance evaluation of the committee.

*	Committee Chairperson.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 18

Compensation Committee

Members

Principal Functions

Number of
Meetings in
2025

James L. Rubin*

Laurie H. Argo

Spencer D. Armour, III

W. Wesley Perry

•

Subject to the Services and Secondment Agreement and in consultation with Diamondback, establishes our general compensation philosophy and objectives.

•

Reviews and recommends to the board of directors, on an annual basis, the Company’s performance-based criteria, targets and methodologies applicable to any compensation, including equity compensation, of our Chief Executive Officer and other executive officers seconded to us under the Services and Secondment Agreement that may be granted to them in addition to the compensation provided by Diamondback for their respective services to the Company.

•

Periodically consults with Diamondback regarding the succession plan for the Chief Executive Officer and with the Chief Executive Officer regarding the succession plan for other members of senior management seconded to us by Diamondback.

•

Subject to the Services and Secondment Agreement, reviews and consults with Diamondback regarding any new, or any material amendments to, any employment agreements, severance arrangements and plans, retention agreements, participation agreements, change in control provisions and agreements and any special supplemental benefits applicable to the Chief Executive Officer and other executive officers for which we will be obligated to reimburse, in whole or in part, Diamondback.

•

Reviews and recommends to the board of directors, the Company’s incentive compensation and equity-based plans and award agreements, which includes the ability to adopt, amend and terminate such plans and agreements.

•

Where appropriate, or required, makes recommendations to our stockholders with respect to incentive compensation and equity-based plans.

•

Periodically reviews the compensation plans and policies under which any compensation may be granted by us to seconded employees for their services to us.

•

Reviews and recommends to the board of directors, any allocation of annual equity compensation that may be awarded by the Chief Executive Officer to non-executive employees seconded by Diamondback to us.

•

Consults with Diamondback regarding the risk assessment of compensation arrangements applicable to the executive officers and other employees seconded to us by Diamondback.

•

Reviews and discusses, at least annually, the relationship between risk management policies and practices and compensation.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 19

•

Oversees the risk assessment of any separate compensation arrangements provided by us to the seconded executive officers and other employees.

•

Administers the Company’s incentive compensation and equity-based plans, including the grant of stock options, restricted awards and other equity awards under such plans.

•

Reviews and makes recommendations to our board of directors with respect to non-employee director compensation.

•

Subject to the Services and Secondment Agreement, periodically reviews the adequacy of our stock ownership guidelines for the Chief Executive Officer, other executive officers and non-employee directors, and recommends any amendments of the stock ownership guidelines to our board of directors and annually monitors compliance with such guidelines.

•

Conducts a periodic performance evaluation of the committee.

•

Reviews and reassesses the adequacy of the compensation committee charter and recommends any proposed changes to the board of directors for approval.

•

Advises the board of directors regarding the stockholder advisory votes on executive compensation and golden parachutes, including the frequency of such votes.

•

Administers our clawback policy in compliance with Rule 10D-1 under the Exchange Act and the Nasdaq Rules, including the ability to amend, modify or terminate such policy, or, to the extent the board of directors or the audit committee has determined that an accounting restatement is necessary, reviews and considers whether such restatement requires recoupment of incentive-based compensation received by current or former executive officers and other employees seconded to us, in accordance with the terms of such policy.

•

Annually reviews and considers the stockholder advisory vote on executive compensation when determining policies and making decisions on executive compensation.

•

Has the sole authority to appoint, compensate and oversee work of any compensation consultant and other advisors with respect to executive compensation and assistance with other charter responsibilities and determines any conflict of interest with respect to such compensation consultant.

*	Committee Chairperson.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 20

Nominating and Corporate Governance Committee

Members

Principal Functions

Number of
Meetings in
2025

Laurie H. Argo*
Spencer D. Armour, III
Frank C. Hu
W. Wesley Perry

Subject, in each case, to the Diamondback Director Designation Rights:

•

Assists the board of directors in developing criteria for, and identifying and evaluating individuals qualified to serve as, members of our board of directors.

•

Identifies and recommends director candidates to the board of directors to be submitted for election at the annual meeting of stockholders and to fill any vacancies on the board of directors.

•

Conducts and oversees the self-evaluation of the board of directors and each of its committees and reports the results of such evaluations to the board of directors.

•

Evaluates candidates for board of directors’ membership, including those recommended by stockholders of the Company.

•

Periodically reviews and makes recommendations regarding the composition and size of the board of directors and each of its committees.

•

Annually recommends to the board of directors the chairpersons and members of each of the board of directors’ committees.

•

Reviews any director resignation letter tendered in accordance with the Company’s director resignation policy, and evaluates and recommends to the board of directors whether such resignation should be accepted.

•

Reviews and makes recommendations to the board of directors regarding significant stockholder concerns and stockholder proposals related to corporate governance matters.

•

Annually reviews and reassesses the adequacy of the Company’s Corporate Governance Guidelines and recommends any proposed changes to the board of directors for approval.

•

Periodically reviews and reassesses the adequacy of our certificate of incorporation and Bylaws, as may be amended or restated from time to time, and other corporate governance related documents and recommends any proposed changes to the board of directors for approval.

•

Conducts an annual performance evaluation of the committee.

•

Reviews and reassesses the adequacy of the nominating and corporate governance committee charter on an annual basis and recommends any proposed changes to the board of directors for approval.

*	Committee Chairperson.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 21

Committee Charters

The charters for our audit committee, compensation committee and nominating and corporate governance committee can be found on our website at https://www.viperenergy.com/corporate-governance/governance. You may also obtain copies of these charters at no charge to you, by writing to Secretary, Viper Energy, Inc., 500 West Texas Ave., Suite 100, Midland, TX 79701.

ANNUAL BOARD AND COMMITTEE EVALUATIONS

The board is committed to continuous improvement with respect to its ability to carry out its responsibilities. In accordance with our Corporate Governance Guidelines and the charters of each board committee, the board and each of its committees annually conduct a comprehensive evaluation process. These board and committee evaluations are a critical tool in assessing the composition and effectiveness of the board and each of its committees and present the opportunity to identify areas of strength and areas capable of improvement. Our nominating and corporate governance committee oversees the annual board and committee evaluation process, which is described in more detail below.

Our board and committee written evaluations cover the following topics:

•

board and committee responsibilities and effectiveness;

•

board and committee size, structure and composition, including assessment of skills, experience, occupational and personal backgrounds, as well as considerations relating to the Diamondback Director Designation Rights;

•

board culture and dynamics, including the effectiveness of discussion and debate at board and committee meetings;

•

strategic planning and oversight;

•

the quality of board and committee agendas and meeting materials;

•

access to resources, including management and outside advisors; and

•

board and individual committee performance.

THE BOARD’S ROLE IN RISK OVERSIGHT

As a public company focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin, we face a number of risks applicable to the oil and natural gas industry and to us and our operators, including risks associated with supply of, and demand for, oil, natural gas and natural gas liquids, volatility of oil, natural gas and natural gas liquid prices, production risks, depletion of reserves attributable to our mineral and royalty interests, actions taken by the members of OPEC and its non-OPEC allies affecting the production and pricing of oil, as well as other domestic and global political, economic or diplomatic developments, environmental and other government regulations, taxes, weather conditions that can affect oil and natural gas operations on our mineral and royalty acreage, adequacy of our insurance coverage, political instability or armed conflict in oil and natural gas producing regions, and the overall economic environment.

Management is responsible for the day-to-day management of the risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of enterprise-wide risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight. Our board of directors meets regularly with

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 22

our executive officers to discuss strategy and risks facing the Company. Our executive officers regularly attend our board meetings and are available to address any questions or concerns raised by the board on risk management-related and any other matters. Other members of our management team periodically attend the board meetings or are otherwise available to confer with our board, to the extent their expertise is required to address risk management matters. Periodically, our board of directors receives presentations from senior management on strategic matters involving our operations. During such meetings, our board of directors also discusses strategies, key challenges, and risks and opportunities for the Company with senior management.

Committee Risk Oversight Responsibilities

While our board of directors is ultimately responsible for Company-wide risk oversight, the board’s three committees assist the board in fulfilling its oversight responsibilities in certain areas of risk.

The audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and discusses policies with respect to risk assessment and risk management, including with respect to cybersecurity, which plays an integral role in our risk management strategy and continues to be an increasing area of focus for our board, the audit committee and our management team. For additional information, see “Cybersecurity Risk Management Strategy” below. Additionally, the audit committee assists the board in fulfilling its oversight responsibilities with respect to specific matters that the board believes may involve conflicts of interest.

The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with the equity grants under and administration of our long term incentive plan or “LTIP” (as described under the heading of this proxy statement entitled “Long Term Equity Incentive Compensation”) and any other compensation policies and programs that may be implemented by the board or the compensation committee in the future. However, as discussed in more detail in this proxy statement under the heading “Compensation Discussion and Analysis,” we do not have any employees and our day-to-day business is managed by Diamondback under the terms and conditions of the Services and Secondment Agreement, pursuant to which Diamondback provides certain management services to us, including services of our executive officers, all of whom are compensated by Diamondback.

The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with the board’s organization, membership and structure and corporate governance, subject to the provisions of our certificate of incorporation for the Diamondback Director Designation Rights.

Cybersecurity Risk Management Strategy

Diamondback provides us with personnel and general and administrative services pursuant to the Services and Secondment Agreement, including the personnel and infrastructure that underlie our cybersecurity risk management program. In connection therewith, Diamondback has implemented and invested in, and will continue to implement and invest in, controls, procedures and protections (including internal and external personnel) that are designed to protect Diamondback’s systems, identify and remediate, on a regular basis, vulnerabilities in Diamondback’s systems and related infrastructure and monitor and mitigate the risk of data loss and other cybersecurity threats. Diamondback has also engaged third-party consultants to conduct penetration testing and risk assessments. Diamondback’s cybersecurity program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration.

Diamondback’s cybersecurity risk management program is integrated into its overall enterprise risk management program, which integrates our enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas that apply to us.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 23

Diamondback’s cybersecurity risk management program, which it provides to us under the Services and Secondment Agreement, includes:

•

risk assessments designed to help identify material cybersecurity risks to critical systems, information, products, services, and the broader enterprise IT and operational technology (“OT”) environments;

•

a security team principally responsible for managing (i) cybersecurity risk assessment processes, (ii) security controls, and (iii) its response to cybersecurity incidents;

•

the use of external service providers, where appropriate, to assess, test, train or otherwise assist with aspects of its security controls;

•

security tools deployed in the IT and OT environments for protection against and monitoring for suspicious activity;

•

cybersecurity awareness training of its employees, including incident response personnel and senior management, including those who provide these services for us;

•

cybersecurity tabletop exercises for members of its cybersecurity incident response team and legal department;

•

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•

a third-party risk management process for service providers, which may include diligence, assessments and/or contractual requirements, depending on each service provider’s operational criticality and relative risk profile.

While our board of directors is ultimately responsible for enterprise-wide risk oversight, the board’s committees assist the board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the board’s audit committee is responsible, among other things, for risk management relating to legal and regulatory requirements, including cybersecurity, which plays an integral role in our risk management strategy and continues to be an area of increasing focus for our board, the audit committee and management.

The audit committee of the board of directors receives quarterly updates from Diamondback’s Senior Vice President and Chief Information Officer on the status of Diamondback’s cybersecurity governance program, including as related to new or developing initiatives and any significant security incidents that may occur, to the extent relevant to our program. Board members also receive presentations on cybersecurity topics from Diamondback’s Senior Vice President and Chief Information Officer as part of the board’s continuing education on topics that impact public companies.

Diamondback’s cybersecurity governance program also includes processes to assess cybersecurity risks related to third-party service providers, suppliers and vendors.

CODE OF BUSINESS CONDUCT AND ETHICS

Our board of directors previously adopted a Code of Business Conduct and Ethics designed for directors, seconded executive officers and other employees to ensure clarity regarding our expectations. Our Code of Business Conduct and Ethics embodies our commitment to conduct our businesses in accordance with our core values, all applicable laws, rules and regulations and the highest ethical standards. Our Code of Business Conduct and Ethics applies to all directors, executive officers, including the Chief Executive Officer, the Chief Financial Officer, principal accounting officer and controller and persons performing similar functions, and all other employees seconded to us by Diamondback. Our Code of Business Conduct and Ethics covers various topics including, among others, compliance and reporting, public disclosure, financial statements and other records, compliance with applicable laws, rules and regulations, conflicts of interest, corporate opportunities, confidentiality, fair dealing, anti-discrimination, anti-harassment, protection and use of firm assets and the

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 24

limited process for waivers. Our Code of Business Conduct and Ethics is also focused on compliance with applicable laws, rules and regulations, governing, among others, insider trading, and establishes reporting and complaint procedures.

Amendments to or waivers from the Code of Business Conduct and Ethics will be disclosed on our website. We have also made the Code of Business Conduct and Ethics available on our investor website under the “Governance” section at https://www.viperenergy.com/corporate-governance/governance. You may also obtain copies of our Code of Business Conduct and Ethics at no charge to you, by writing to Secretary, Viper Energy, Inc., 500 West Texas Ave., Suite 100, Midland, TX 79701.

COMMUNICATIONS WITH THE BOARD

Individuals may communicate with our board of directors or individual directors by writing to Secretary, Viper Energy, Inc., 500 West Texas Ave., Suite 100, Midland, TX 79701. Our Secretary will review all such correspondence and forward to our board of directors a summary of all such correspondence and copies of all correspondence that, in the opinion of our Secretary, relates to the functions of our board of directors, or any committee thereof, or that he otherwise determines requires their attention. Directors may review a log of all such correspondence received by us and request copies. Concerns relating to accounting, internal control over financial reporting or auditing matters will be immediately brought to the attention of the chairperson of the audit committee and handled in accordance with the audit committee procedures established with respect to such matters.

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.”

HUMAN CAPITAL

We do not have any employees. As discussed above, the business and affairs of the Company are overseen by our board of directors, and 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 by Diamondback.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 25

AUDIT COMMITTEE REPORT

The audit committee is responsible for providing independent, objective oversight for the integrity of the Company’s financial reporting process and internal control system. Other primary responsibilities of the audit committee include the review, oversight and appraisal of the qualifications, independence and audit performance of the Company’s independent registered public accounting firm and providing an open venue for communication among the independent registered public accounting firm, financial and senior management, our internal auditor and the board of directors of the Company. A more detailed description of the responsibilities of the audit committee is set forth in its written charter, which is posted on our website at https://www.viperenergy.com/corporate-governance/governance. The following report summarizes certain of the audit committee’s activities with respect to its responsibilities during 2025.

Review with Management and Independent Registered Public Accounting Firm

The audit committee has reviewed and discussed with management and Grant Thornton LLP, an independent registered public accounting firm, the audited consolidated financial statements of the Company for the year ended December 31, 2025.

Controls and Procedures

The audit committee discussed with management and Grant Thornton LLP, the quality and adequacy of the Company’s disclosure controls and procedures. The audit committee also reviewed and discussed with management and Grant Thornton LLP, the Company’s system of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Discussions with Independent Auditing Firm

The audit committee has discussed with Grant Thornton LLP, independent auditor for the Company, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee has received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with that firm its independence from the Company.

Recommendation to the Board of Directors

Based on its review and discussions noted above, the audit committee recommended to the board of directors that the audited financial statements and management’s report on internal control over financial reporting, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

AUDIT COMMITTEE

W. Wesley Perry, Chairperson

Spencer D. Armour, III

Frank C. Hu

James L. Rubin

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 26

EXECUTIVE OFFICERS

The following table sets forth the name, age and positions of each of our executive officers as of March 27, 2026.


Name	Age	Position
Kaes Van’t Hof	39	Chief Executive Officer
Teresa L. Dick	56	Executive Vice President, Chief Financial Officer and Assistant Secretary
Al Barkmann	44	Executive Vice President and Chief Engineer
Austen Gilfillian	33	President
Will Krueger	46	Vice President, General Counsel and Secretary

Biographical information for Mr. Van’t Hof is set forth in this proxy statement under the heading “Director Nominations – About Director Nominees.”

TERESA L. DICK. Ms. Dick has served as our Chief Financial Officer, Executive Vice President and Assistant Secretary since February 2017 and served as our Chief Financial Officer, Senior Vice President and Assistant Secretary from February 2014 to February 2017 (prior to the Viper PubCo Merger, she served as Chief Financial Officer, Executive Vice President and Assistant Secretary of Former Viper and prior to the Conversion, she served as Chief Financial Officer, Executive Vice President and Assistant Secretary and Chief Financial Officer, Senior Vice President and Assistant Secretary, as applicable, of the General Partner). She has also served as Diamondback’s Executive Vice President and Chief Accounting Officer since March 2019. Ms. Dick served as Diamondback’s Executive Vice President and Chief Financial Officer from February 2017 to February 2019, as its Assistant Secretary since October 2012, as its Chief Financial Officer and Senior Vice President from November 2009 to February 2017 and as its Corporate Controller from November 2007 until November 2009. From June 2006 to November 2007, Ms. Dick held a key management position as the Controller/Tax Director at Hiland Partners, a publicly traded midstream energy master limited partnership. Ms. Dick has over 25 years of accounting experience, including public company experience in both audit and tax areas. Since March 2021, Ms. Dick has served as a director of Bank7 Corp. (Nasdaq: BSVN) and is a member of the audit and nominating and corporate governance committees. Ms. Dick received her Bachelor of Business Administration degree in Accounting from the University of Northern Colorado. She is a certified public accountant and a member of the American Institute of CPAs and the Council of Petroleum Accountants Societies.

AL BARKMANN. Mr. Barkmann has served as our Executive Vice President and Chief Engineer since April 2024 (prior to the Viper PubCo Merger, he served as Executive Vice President and Chief Engineer of Former Viper) and as Executive Vice President and Chief Engineer of Diamondback since February 2024. Prior to his current positions with us and Diamondback, he served as Diamondback’s Senior Vice President of Reservoir Engineering from November 2021 to February 2024, as Vice President of Reservoir Engineering from February 2019 to November 2021, and as Reservoir Engineering Manager after joining Diamondback in November 2018. Before joining Diamondback, Mr. Barkmann worked for Energen Resources Corporation from May 2006 to November 2018, serving in various capacities of increasing responsibility, most recently as Reservoir Engineering Manager, where he coordinated all aspects of Reservoir Engineering for Energen’s horizontal shale development program. Mr. Barkmann graduated from Louisiana State University with a Bachelor of Science in Petroleum Engineering.

AUSTEN GILFILLIAN. Mr. Gilfillian has served as our President since February 2025. Prior to holding this position, he served as Vice President of Viper from February 2024 to February 2025, as General Manager of Viper from February 2022 to February 2024 (prior to the Viper PubCo Merger, he served as Vice President and then President of Former Viper and prior to the Conversion, he served as General Manager of the General Partner) and prior to February 2022 he served in various roles in Diamondback’s finance group after joining Diamondback in September 2017. Mr. Gilfillian graduated from Trinity University with a Bachelor of Science in Business Administration and Economics.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 27

WILL KRUEGER. Mr. Krueger has served as Vice President, General Counsel and Secretary since February 2026. Previously he served as Vice President – Legal of Viper from September 2024 to February 2026. Before joining Viper, Mr. Krueger was a member of the Board of Managers and served as Vice President of Legal, General Counsel, and Secretary of Endeavor Energy Resources from February 2022 to September 2024 and as Associate General Counsel from December 2016 to February 2022. Prior to joining Endeavor, Mr. Krueger was a shareholder in the Midland, Texas based law firm of Lynch, Chappell & Alsup, P.C., serving as President and Managing Shareholder from 2014 to 2016. While at Lynch, Chappell & Alsup, Mr. Krueger’s primary areas of practice were mergers and acquisitions, corporate securities, and general corporate and transactional matters. Mr. Krueger holds a Bachelor of Arts degree in Political Science from Texas A&M University and a Juris Doctorate degree from Southern Methodist University Dedman School of Law.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 28

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This compensation discussion and analysis identifies Viper’s named executive officers (“NEOs”) for 2025, describes the Company’s executive compensation program, including the objectives and rationale for each element of compensation, and presents the compensation outcomes for our NEOs relative to our 2025 performance.

Named Executive Officers

For 2025, our NEOs are listed below. There were no other executive officers of the Company during 2025.

•

Travis D. Stice – Former Chief Executive Officer⁽¹⁾

•

Kaes Van’t Hof – Chief Executive Officer⁽²⁾

•

Teresa L. Dick – Executive Vice President, Chief Financial Officer and Assistant Secretary

•

Al Barkmann – Executive Vice President and Chief Engineer

•

Austen Gilfillian – President

•

Matt Zmigrosky – Former Executive Vice President, General Counsel and Secretary⁽³⁾

(1)

Mr. Stice served as our Chief Executive Officer until February 2025 when he retired. He continues to serve on our board of directors.

(2)

In February 2025, Mr. Van’t Hof was promoted to Chief Executive Officer.

(3)

Mr. Zmigrosky served as our Executive Vice President, General Counsel and Secretary until February 2026. In February 2026, Mr. Krueger was promoted to Vice President, General Counsel and Secretary. Mr. Zmigrosky continues to serve as the Executive Vice President, Chief Legal and Administrative Officer and Secretary of Diamondback.

Biographical information for Mr. Stice, Mr. Van’t Hof and each of our other NEOs can be found beginning on page 7 and beginning on page 27, respectively.

2025 and Q1 2026 Operational and Financial Performance Highlights and Key Strategic Transactions


STOCKHOLDER INITIATIVES AND RETURN ON INVESTMENT		• On October 31, 2025, adopted the second amended and restated bylaws, clarifying and enhancing procedural mechanics and disclosure requirements relating to stockholders calling special meetings and stockholder director nominations and submissions of proposals, among others.

		• Declared base and variable dividends of $2.20 per share of Class A Common Stock during the full year 2025.

FINANCIAL STRENGTH		• Generated full year 2025 consolidated net loss (including non-controlling interest) of $206 million; net loss attributable to Viper of $68 million, or $(0.48) per share of Class A Common Stock.

		• Generated full year 2025 consolidated adjusted EBITDA of $1.3 billion (adjusted EBITDA is a non-GAAP financial measure; please refer to Schedule A appended to this proxy statement for a definition and reconciliation).

		• Received $48 million in lease bonus income.

VIPER ENERGY, INC. • 2026 PROXY STATEMENT 29



PORTFOLIO STRENGTH