0002074176S-3ASREX-FILING FEESClass A common stock, par value $0.000001N/A 0002074176 2025-08-26 2025-08-26 0002074176 1 2025-08-26 2025-08-26 0002074176 1 2025-08-26 2025-08-26 0002074176 2 2025-08-26 2025-08-26 0002074176 3 2025-08-26 2025-08-26 0002074176 4 2025-08-26 2025-08-26 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
Calculation of Filing Fee Tables
Form
S-3
(Form Type)
Viper Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
 
                         
    
Security
Type
 
Security
Class
Title(1)
 
Fee
Calculation
or Carry
Forward
Rule
 
Amount
Registered(2)
 
Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering
Price(3)
 
Fee
Rate
 
Amount of
Registration
Fee
 
Carry
Forward 
Form
Type
 
Carry
Forward 
File
Number
 
Carry
Forward 
Initial
Effective
Date
 
Filing Fee
Previously
Paid in
Connection
with
Unsold 
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         
Fees to Be
Paid
  Equity  
Class A common stock, par value  $0.000001
 
 
Rule
457(c)
  203,172,011   $37.20   $7,557,998,809.20    0.00015310   $1,157,129.62          
                         
Fees
Previously
Paid
                         
 
Carry Forward Securities
                         
Carry
Forward Securities
                         
                   
    Total Offering Amounts          $1,157,129.62          
                   
    Total Fees Previously Paid          —          
                   
    Total Fee Offsets          $606,231.88(4)          
                   
    Net Fee Due                $550,897.74                
 
(1)
Represents securities registered for resale by the selling stockholders identified in the registration statement or to be identified in a prospectus supplement.
(2)
Consists of
shares
of the registrant’s Class A common stock, par value $0.000001 per share (“Class A common stock”), that are being registered for offer and resale by the selling stockholders named in this registration statement and related prospectus, which are issuable upon the exercise of certain exchange rights. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act and based upon the average of the high and low prices of the Class A common stock, as reported on The Nasdaq Global Select Market on August 20, 2025.
(4)
See Notes (2) and (3) to Table 2 below.
Table 2: Fee Offset Claims and Sources
 
                       
    
Registrant
or Filer
Name
 
Form
or
Filing
Type
 
Filing
Number
 
Initial
Filing
Date
 
Filing
Date
 
Fee
Offset
Claimed
 
Security
Type
Associated
with Fee
Offset
Claimed
 
Security
Title
Associated
with Fee
Offset
Claimed
 
Unsold
Securities
Associated
with Fee
Offset
Claimed
 
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
 
Fee
Paid
With
Fee
Offset
Claimed
 
Rule 457(p)
                       
Fee Offset Claims   Viper Energy, Inc.(1)   Form
S-3
 
333-286315
  April 1, 2025     $84,049.59(2)   Equity   Class A common stock   12,493,697(2)   $548,984,909.98(2)    
                       
Fee Offset Sources   Viper Energy, Inc.(1)   Form
S-3
 
333-286315
    April 1, 2025             $84,049.59(2)
                       
Fee Offset Claims   Viper Energy, Inc.(1)   Form
S-3
 
333-277668
  March 5, 2024     $522,182.29(3)   Equity   Class A common stock   98,656,453(3)   $3,537,820,405(3)    
                       
Fee Offset Sources   Viper Energy, Inc.(1)   Form
S-3
 
333-277668
      March 5, 2024                       $522,182.29(3)
(1)
On August 19, 2025, Viper Energy, Inc. consummated a merger transaction with Sitio Royalties Corp. pursuant to an Agreement and Plan of Merger, dated June 2, 2025. For SEC reporting purposes, the Registrant’s predecessor is Viper Energy, Inc. (now known as VNOM Sub, Inc.) for the period prior to August 19, 2025.
(2)
Pursuant to Rule 457(p) under the Securities Act, this registration statement includes 12,493,697 unsold shares of Class A common stock with a maximum aggregate offering price of $548,984,909.98 that were previously registered under a Registration Statement on Form
S-3
with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2025 (File
No. 333-286315)
(“Registration Statement I”) and became effective on filing on April 1, 2025. A filing fee of $84,049.59 with respect to 12,493,697 shares of Class A common stock with a maximum aggregate offering price of $548,984,909.98 was paid in connection with the filing of Registration Statement I, which will continue to be applied to the unsold shares of Class A common stock included on this registration statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the 203,172,011 shares of Class A common stock being registered
h
ereby is offset by $84,049.59 in registration fees previously paid with respect to the shares of Class A common stock that were registered but not sold pursuant to the Registration Statement I. All offerings under Registration Statement I have been terminated.
(3)
Pursuant to Rule 457(p) under the Securities Act, this registration statement includes 98,656,453 unsold shares of Class A common stock with a maximum aggregate offering price of $3,537,820,405 that were previously registered under a Registration Statement on Form
S-3
with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2024 (File
No. 333-277668)
(“Registration Statement II”) and declared effective on March 5, 2024. A filing fee of $522,182.29 with respect to 98,656,453 shares of Class A common stock with a maximum aggregate offering price of $3,537,820,405 was paid in connection with the filing of Registration Statement II, which will continue to be applied to the unsold shares of Class A common stock included on this registration statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the 203,172,011 shares of Class A common stock being registered hereby is offset by $522,182.29 in registration fees previously paid with respect to the shares of Class A common stock that were registered but not sold pursuant t
o th
e Registration Statement II. All offerings under Registration Statement II have been terminated.