v3.25.4
STOCKHOLDERS’ EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
At December 31, 2025, the Company had a total of 170,942,687 shares of Class A Common Stock issued and outstanding and 187,023,698 shares of Class B Common Stock issued and outstanding. Additionally, at December 31, 2025, TWR IV held the TWR Class B Option to acquire up to 10,093,670 shares of the Company’s Class B Common Stock.

In connection with the Reorganization, Viper in its position as managing member of New OpCo, along with affiliates of Diamondback, TWR IV and the Morita Ranches Equity Recipients adopted the Amended and Restated Limited Liability Company Agreement of New OpCo (the “New OpCo LLC Agreement”). The New OpCo LLC Agreement provides that members of New OpCo may require the Company to redeem all or a portion of the shares of the Company’s Class B Common Stock held by such member, together with an equal number of OpCo Units (one share of Class B Common Stock together with one OpCo Unit) in exchange for (i) an equivalent number of shares of the Company’s Class A Common Stock, or (ii) cash consideration subject to the terms and conditions included in the New OpCo LLC Agreement.

The following table presents the beneficial ownership of Common Stock and OpCo Units as of December 31, 2025:

As of December 31, 2025
Shares of Common Stock Beneficially Owned
Percentage Ownership(1)
OpCo Units Beneficially Owned
Percentage Ownership
Public equity holders of Class A Common Stock
170,942,687 46.5 %— — %
Viper and subsidiaries
— — %170,942,687 46.5 %
Diamondback and subsidiaries
155,058,093 42.1 %155,058,093 42.1 %
Sitio OpCo former equity holders
29,565,308 8.0 %29,565,308 8.0 %
TWR IV(1)
10,093,670 2.7 %10,093,670 2.7 %
Morita Ranches Equity Recipients
2,400,297 0.7 %2,400,297 0.7 %
Total Ownership(1)
368,060,055 100.0 %368,060,055 100.0 %
(1)On a fully diluted basis, assuming TWR IV exercises the TWR Class B Option.

2025 Equity Offering

On February 3, 2025, the Company completed an underwritten public offering of 28,336,000 shares of Class A Common Stock, 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.

2023 Viper Issuance of Common Units to Diamondback

In October 2023, the Company issued 7,215,007 of its common units to Diamondback at a price of $27.72 per unit for total net proceeds of approximately $200 million. The net proceeds were used to fund a portion of the cash consideration for the GRP Acquisition. During 2024, Diamondback sold all of its shares of the Company’s Class A Common Stock in the Diamondback Offering discussed in Note 1—Organization and Basis of Presentation.

Repurchase Program

Previously, the Company’s board of directors authorized a $750 million repurchase program, with respect to the repurchase of the Company’s Class A Common Stock, excluding excise tax, over an indefinite period of time. On December 10, 2025, the Company’s board of directors expanded the repurchase program to also include repurchases of the Company’s Class B Common Stock and OpCo Units. The Company has purchased and intends to continue to purchase shares of Common Stock and OpCo Units 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, modified or extended, from time to time, or may be discontinued at any time, in each case, by the Company’s board of directors.

During the year ended December 31, 2025, repurchases under the repurchase program totaled $194 million, which includes approximately $41 million for the repurchase of 1,000,000 OpCo Units from an affiliate of Kimmeridge Energy Management Company, LLC (“Kimmeridge”) in a privately negotiated transaction on December 10, 2025. Concurrently, a corresponding number of shares of the Company’s Class B Common Stock owned by Kimmeridge were cancelled. During the year ended December 31, 2024, there were no repurchases under the repurchase program. Repurchases of $95 million for the year ended December 31, 2023, include approximately $29 million for the repurchase of 1,000,000 shares of Class A Common Stock from GRP in a privately negotiated transaction in the fourth quarter of 2023. As of December 31, 2025, $241 million remains available under the repurchase program, excluding excise tax.

Cash Dividends

The board of directors of the Company has established a dividend policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to holders of the OpCo Units. 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 repurchase program. The Company’s available cash and the available cash of the Operating Company for each quarter is determined by the board of directors following the end of such quarter. The Company’s dividend policy currently requires the Company to pay quarterly variable dividends of at least 75% of its available cash less the base dividend declared and the amount paid for repurchases of the Company’s Common Stock and OpCo Units as part of its repurchase program for the applicable quarter. Additionally, the Company’s board of directors may approve certain one-time discretionary adjustments to the calculation of cash available for distribution.

The Company expects that its available cash will generally equal the Adjusted EBITDA attributable to the Company for the applicable quarter, less cash needed for income taxes payable; debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Company’s board of directors deems necessary or appropriate; lease bonus income (net of applicable taxes); dividend equivalent rights payments; preferred distributions and an adjustment for changes in ownership interests that occurred subsequent to the quarter, if any.

The percentage of cash available for distribution by the Operating Company pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through the Company’s repurchase program. The Company is not required to pay dividends to the holders of its Class A Common Stock on a quarterly or other basis.
The Company is also required to pay a quarterly preferred dividend in respect of its Class B Common Stock in the aggregate amount of $20,000 per quarter, which is consistent with the Partnership’s pre-Conversion preferred distribution requirement. Other than the preferred dividend requirement, the Company is not required to pay dividends to the holders of its Common Stock on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of the Company’s board of directors.

The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2025, 2024 and 2023 (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)(2)
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 $68 July 31, 2025August 14, 2025August 21, 2025
Q3 2025$0.66 $134 $0.58 $99 October 30, 2025November 13, 2025November 20, 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
Q3 2024$0.73 $69 $0.61 $63 October 31, 2024November 14, 2024November 21, 2024
2023
Q4 2022$0.54 $49 $0.49 $36 February 15, 2023March 3, 2023March 10, 2023
Q1 2023$0.42 $38 $0.33 $24 April 26, 2023May 11, 2023May 18, 2023
Q2 2023$0.44 $40 $0.36 $25 July 25, 2023August 10, 2023August 17, 2023
Q3 2023$0.70 $64 $0.57 $49 November 2, 2023November 16, 2023November 24, 2023
(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 distributions equivalent rights payments. As of March 31, 2024, Diamondback did not beneficially own any shares of Class A Common Stock.
(2)For distributions paid in 2023, includes amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback.

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.

Changes in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying consolidated financial statements represents the ownership interests of Diamondback, Sitio OpCo’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 Common Stock or OpCo Units and dividend 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:

Year Ended December 31,
202520242023
(In millions)
Net income (loss) attributable to the Company$(68)$359 $200 
Change in ownership of consolidated subsidiaries 448 59 (102)
Change from net income (loss) attributable to the Company’s stockholders and transfers with non-controlling interest$380 $418 $98