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STOCKHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
At September 30, 2025, the Company had a total of 169,261,023 shares of Class A Common Stock issued and outstanding and 191,078,341 shares of Class B Common Stock issued and outstanding. At September 30, 2025, Diamondback beneficially owned 155,058,093 shares of the Company’s Class B Common Stock, representing approximately 43.0% of the Company’s total shares outstanding, approximately 33,619,951 shares of the Company’s Class B Common Stock are beneficially owned by Sitio OpCo’s former equity holders, representing approximately 9.3% of the Company’s total shares outstanding and the Morita Ranches Equity Recipients beneficially owned 2,400,297 shares of the Company’s Class B Common Stock, representing approximately 0.7% of the Company’s total shares outstanding. In addition, at September 30, 2025, TWR IV held the TWR Class B Option to purchase up to 10,093,670 shares of the Company’s Class B Common Stock.

Diamondback also beneficially owned 155,058,093 OpCo Units, representing a 41.9% non-controlling ownership interest in the Operating Company, Sitio OpCo’s former equity holders beneficially owned 33,619,951 OpCo Units, representing a 9.1% non-controlling ownership interest in the Operating Company, TWR IV beneficially owned 10,093,670 OpCo Units, representing a 2.7% non-controlling ownership interest in the Operating Company, the Morita Ranches Equity Recipients beneficially owned 2,400,297 OpCo Units, representing a 0.6% non-controlling ownership interest in the Operating Company and the Company owned 169,261,023 OpCo Units, representing a 45.7% controlling ownership interest in the Operating Company as the managing member of the Operating Company.

The OpCo Units and the Company’s Class B Common Stock are exchangeable from time to time for the Company’s Class A Common Stock (that is, one OpCo Unit and one share of the Company’s Class B Common Stock, together, are exchangeable for one share of the Company’s Class A Common Stock). TWR IV can exchange some or all of its OpCo Units for an equal number of shares of the Company’s Class A Common Stock and any OpCo Units so exchanged will reduce the number of shares of Class B Common Stock subject to the TWR Class B Option. From time to time, we may also elect to purchase shares of Class B Common Stock and OpCo Units to the extent they become available in connection with holders’ requests for exchanges into shares of Class A Common Stock.

2025 Equity Offering

On February 3, 2025, the Company completed an underwritten public offering of 28,336,000 shares of Class A Common Stock, which included 3,696,000 shares issued pursuant to an option to purchase additional shares of Class A Common Stock granted to the underwriters, at a price to the public of $44.50 per share for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “2025 Equity Offering”). The Company used the net proceeds from the 2025 Equity Offering to fund (i) the cash consideration for the Morita Ranches Acquisition, (ii) a portion of the cash consideration for the 2025 Drop Down, and (iii) for general corporate purposes.

2024 Equity Offering

On September 13, 2024, the Company completed an underwritten public offering of 11,500,000 shares of Class A Common Stock, which included 1,500,000 shares issued pursuant to an option to purchase additional shares of Class A Common Stock granted to the underwriters, at a price to the public of $42.50 per share for total net proceeds of approximately $476 million, after the underwriters’ discount and transaction costs (the “2024 Equity Offering”). The net proceeds were used to fund a portion of the cash consideration for the TWR Acquisition.

Common Stock Repurchase Program

The Company’s board of directors has authorized a $750 million common stock repurchase program, with respect to the repurchase of the Company’s Class A Common Stock, excluding excise tax, over an indefinite period of time. The Company has purchased and intends to continue to purchase shares of Class A Common Stock under the repurchase program opportunistically with funds from cash on hand, free cash flow from operations and potential liquidity events such as the sale of
assets. This repurchase program may be suspended from time to time, modified, extended or discontinued by the Company’s board of directors at any time.

During the three and nine months ended September 30, 2025, the Company repurchased approximately $90 million and $100 million of its Class A Common Stock under the repurchase program, respectively, excluding excise tax. There were no repurchases of Class A Common stock during the three and nine months ended September 30, 2024. As of September 30, 2025, approximately $334 million remained available under the repurchase program, excluding excise tax.

Cash Dividends

The board of directors of the Company has established a dividend policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to its unitholders (including Diamondback, the Company, Sitio’s former equity holders, TWR IV and the Morita Ranches Equity Recipients). Viper in turn distributes all or a portion of the available cash it receives from the Operating Company to holders of its Class A Common Stock through base and variable dividends that take into account capital returned to stockholders via its stock repurchase program. Viper’s available cash and the available cash of the Operating Company for each quarter is determined by the board of directors following the end of such quarter.

The cash available for distribution by the Operating Company, a non-GAAP measure, generally equals the Company’s consolidated Adjusted EBITDA for the applicable quarter, less cash needed for income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the board of directors of the Company deems necessary or appropriate, lease bonus income (net of applicable taxes), distribution equivalent rights payments, preferred dividends and an adjustment for changes in ownership interests that occurred subsequent to the quarter, if any. For a detailed description of the Company’s and the Operating Company’s dividend policy, see Note 7—Stockholders’ Equity—Cash Dividends in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The percentage of cash available for distribution by the Operating Company pursuant to its distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through Viper’s stock repurchase program. Viper is not required to pay dividends to its Class A Common stockholders on a quarterly or other basis.

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

Distributions
PeriodAmount per OpCo Unit
Operating Company Distributions to Non-Controlling Interests
Amount per Class A Common Share
Class A Common Stockholders(1)
Declaration DateClass A Common Stockholder Record DatePayment Date
2025
Q4 2024$0.69 $68 $0.65 $85 January 30, 2025March 6, 2025March 13, 2025
Q1 2025$0.70 $117 $0.57 $75 May 1, 2025May 15, 2025May 22, 2025
Q2 2025$0.59 $98 $0.53 $69 July 31, 2025August 14, 2025August 21, 2025
2024
Q4 2023$0.69 $63 $0.56 $48 February 15, 2024March 5, 2024March 12, 2024
Q1 2024$0.70 $60 $0.59 $54 April 25, 2024May 15, 2024May 22, 2024
Q2 2024$0.76 $65 $0.64 $59 August 1, 2024August 15, 2024August 22, 2024
(1)    Dividends paid in the first quarter of 2024 include amounts paid to Diamondback for the 7,946,507 shares of Class A Common Stock then beneficially owned by Diamondback and distribution equivalent rights payments. As of March 31, 2024, Diamondback did not beneficially own any shares of Class A Common Stock.

Cash dividends will be made to the holders of record of the Company’s Class A Common Stock on the applicable record date, generally within 60 days after the end of each quarter.
Change in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying condensed consolidated financial statements represents the ownership interests of Diamondback, Sitio’s former equity holders, TWR IV and the Morita Ranches Equity Recipients in the net assets of the Operating Company. The non-controlling interests’ relative ownership in the Operating Company can change due to the purchase or sale of the Company’s Common Stock, the Company’s public offerings of shares of Class A Common Stock for which proceeds are contributed to the Operating Company in exchange for OpCo Units, issuance of shares of Class A Common Stock or issuance of shares of Class B Common Stock and OpCo Units for acquisitions, share-based compensation, repurchases of shares of Class A Common Stock and distribution equivalent rights paid on the Company’s Class A Common Stock. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In millions)
Net income (loss) attributable to the Company$(77)$49 $35 $149 
Change in ownership of consolidated subsidiaries (75)(156)481 (79)
Change from net income (loss) attributable to the Company’s stockholders and transfers with non-controlling interest$(152)$(107)$516 $70