EX-99.2

EX-99.2 3 d97296dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Viper Energy, Inc.

Unaudited Pro Forma Condensed Combined Financial Statements

Sitio Transaction

On August 19, 2025, VNOM Sub, Inc. (f/k/a Viper Energy, Inc.), a Delaware corporation (“Viper”), Viper Energy Partners LLC, a Delaware limited liability company (“Viper OpCo”), Viper Energy, Inc. (f/k/a New Cobra Pubco, Inc.), a Delaware corporation and a wholly owned subsidiary of Viper (“New Viper”) Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper, Scorpion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of New Viper, Sitio Royalties Corp., a Delaware corporation (“Sitio”), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership and a subsidiary of Sitio, (“Sitio OpCo”), completed a series of transactions pursuant to which New Viper acquired Sitio and Sitio OpCo (the “Sitio Transaction”) in an all-equity transaction including the retirement of Sitio’s debt, which totaled $1.1 billion as of June 30, 2025. As a result of the Sitio Transaction, Viper and Sitio became direct wholly owned subsidiaries of New Viper, which was renamed “Viper Energy, Inc.” upon completion of the Sitio Transaction. Additionally, upon completion of the Sitio Transaction, former Viper stockholders and former Sitio stockholders own equity interests in New Viper, whose Class A common stock, par value $0.000001 per share (“New Viper Class A Common Stock”), is listed for trading on the Nasdaq. For pro forma purposes, the term “Viper” may be used in reference to both historical Viper Energy, Inc. prior to the consummation of the Sitio Transaction and New Viper following the consummation of the Sitio Transaction as the context requires.

Consideration for the Sitio Transaction for Sitio equityholders consisted of the right to receive 0.4855 shares of New Viper Class A Common Stock, for each share of Sitio Class A common stock, par value $0.0001 per share (“Sitio Class A Common Stock”), and 0.4855 units representing limited liability company interests in Viper OpCo (“Viper OpCo Units”), along with a corresponding amount of Class B common stock, par value $0.000001 per share, of New Viper (“New Viper Class B Common Stock” and together with the New Viper Class A Common Stock, “New Viper Common Stock”), for each unit representing limited partnership interests of Sitio OpCo (each, a “Sitio OpCo Unit”), subject to certain exclusions. Each share of Sitio Class C common stock was automatically cancelled in the transaction for no consideration and ceased to exist upon closing of the Sitio Transaction.

The mineral and royalty interests owned by Sitio and acquired in the Sitio Transaction represent approximately 25,300 net royalty acres in the Permian Basin, plus an additional ~9,000 net royalty acres in other major basins (DJ, Eagle Ford, Williston) for total acreage of approximately 34,300 net royalty acres. On a pro forma basis, New Viper owns approximately 85,700 net royalty acres in the Permian Basin, approximately 43% of which are operated by Diamondback Energy, Inc. (“Diamondback”), and an average 1.8% net royalty interest in approximately 33,300 gross producing horizontal wells (~608 net wells) with estimated Q4 2025 average production of 64 – 68 MBO/d (122 – 130 MBOE/d).

For pro forma purposes, the repayment of Sitio’s outstanding debt at June 30, 2025 was assumed to be funded partially with the proceeds of Viper OpCo’s July 2025 underwritten public offering of $1.6 billion in aggregate principal amount of senior notes consisting of (i) $500 million aggregate principal amount of 4.900% Senior Notes due August 1, 2030 (the “2030 Notes”), and (ii) $1.1 billion aggregate principal amount of 5.700% Senior Notes due August 1, 2035 (the “2035 Notes” and together with the 2030 Notes, the “New Notes”), as well as proceeds from a $500 million, two-year senior unsecured delayed draw term loan facility between Viper OpCo as borrower, Viper as guarantor, and Goldman Sachs Bank USA as administrative agent, (the “2025 Term Loan Credit Agreement”).

In addition to funding the repayment of Sitio’s outstanding debt, proceeds from the New Notes were also used to (i) redeem all of Viper’s 7.375% Senior Notes due 2031 (the “2031 Notes”) at a redemption price of 106.872% of the principal amount of the 2031 Notes and including any accrued and unpaid interest up to, but not including the redemption date, and (ii) satisfy and discharge Viper’s $380 million 5.375% Senior Notes due 2027 (the “2027 Notes”), at a redemption price of 100% of the principal amount of the 2027 Notes, including any accrued and unpaid interest through the redemption date, which is set as November 1, 2025.

The Sitio Transaction was unanimously approved by the board of directors of each of Viper and Sitio, approved by the written consent of Diamondback (and certain of its subsidiaries) as Viper’s majority stockholders, and approved by a majority of Sitio’s stockholders at the Sitio special meeting of stockholders held on August 18, 2025.

The Sitio Transaction will be accounted for as an asset acquisition in accordance with ASC 805, with Viper as the accounting acquirer. As such, for pro forma purposes, the fair value of the consideration paid by Viper for the Sitio Transaction and the allocation of that amount to the underlying assets acquired was recorded on a relative fair value basis. Additionally, transaction costs directly related to the Sitio Transaction were capitalized as a component of the purchase price.

Recently Completed Significant Acquisitions

2025 Drop Down

As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 5, 2025, Viper and Viper OpCo, as buyer parties, on May 1, 2025 (the “2025 Drop Down Closing Date”) acquired all of the issued and outstanding equity interests in 1979 Royalties LP and 1979 Royalties GP, LLC (collectively, the “Endeavor Subsidiaries”) from Endeavor Energy Resources, LP (the “Endeavor Seller”), each of which is a subsidiary of Viper’s parent, Diamondback, pursuant to a definitive equity purchase agreement for consideration consisting of (i) $1.0 billion in cash, and (ii) the issuance of 69,626,640 Viper OpCo Units and an equivalent number of shares of Viper’s Class B common stock, par value $0.000001 per share (“Viper Class B Common Stock”) (collectively, the “Endeavor Equity Issuance”), in each case subject to customary post-closing adjustments including, among other things, for net title benefits (such transaction, the “2025 Drop Down”).

The Viper OpCo Units and Viper Class B Common Stock included in the Endeavor Equity Issuance, as well as the Viper OpCo Units and Viper Class B Common Stock otherwise beneficially owned by Diamondback, were exchangeable from time to time for shares of Viper’s Class A common stock, par value $0.000001 per share (“Viper Class A Common Stock”) (that is, one Viper OpCo Unit and one share of Viper Class B Common Stock, together, were exchangeable for one share of Viper Class A Common Stock). As a result of the Sitio Transaction, the Viper Class B Common Stock was converted into New Viper Class B Common Stock and, together with an equal number of Viper OpCo Units, is now exchangeable for shares of New Viper Class A Common Stock. The mineral and royalty interests owned by the Endeavor Subsidiaries and acquired in the 2025 Drop Down represent approximately 24,446 net royalty acres in the Permian Basin, approximately 69% of which are operated by Diamondback, and have an average net royalty interest of approximately 2.2% and oil production of approximately 17,097 BO/d (the “Endeavor Mineral and Royalty Interests”). Viper funded the $1.0 billion cash portion of the consideration for the 2025 Drop Down with a portion of the proceeds from its public equity offering completed on February 3, 2025 (the “2025 Equity Offering”) of 28,336,000 shares of Viper Class A Common Stock and borrowings on Viper OpCo’s revolving credit facility.

The 2025 Drop Down is accounted for as a transaction between entities under common control with the Endeavor Mineral and Royalty Interests recorded at the Endeavor Seller’s historical carrying value in Viper’s consolidated balance sheet as of June 30, 2025. As a common control transaction, transaction costs directly related to the 2025 Drop Down were expensed as incurred.

Tumbleweed Acquisitions

As previously disclosed in its Current Report on Form 8-K filed with the SEC on October 2, 2024, Viper and Viper OpCo completed the acquisition, on October 1, 2024 (the “TWR Closing Date”), of all of the issued and outstanding equity interests in Tumbleweed Royalty IV, LLC and TWR IV SellCo LLC (collectively, “TWR”) pursuant to a definitive purchase and sale agreement (the “TWR Acquisition”). The mineral and royalty interests acquired in the TWR Acquisition represent approximately 3,067 net royalty acres in the Permian Basin. Consideration for the TWR Acquisition consisted of (i) cash consideration of approximately $464 million, including transaction costs and certain customary post-closing adjustments, (ii) 10,093,670 Viper OpCo Units and an option to acquire an equal number of shares of Viper Class B Common Stock, and (iii) contingent cash consideration of up to $41 million payable in January of 2026, based on the average price of West Texas Intermediate (“WTI”) sweet crude oil prompt month futures contracts for the calendar year 2025 (the “WTI 2025 Average”). The cash consideration was funded through a combination of cash on hand, borrowings under Viper OpCo’s revolving credit facility and proceeds from a public offering of Viper Class A Common Stock in September 2024.

On September 3, 2024 (the “Q&M Closing Date”), Viper and Viper OpCo completed the related acquisitions of all of the issued and outstanding equity interests in (i) Tumbleweed-Q Royalties, LLC (“Tumbleweed Q”) from Tumbleweed-Q Royalty Partners, LLC (the “Q Acquisition”), and (ii) MC TWR Royalties, LP and MC TWR Intermediate, LLC (collectively, “Tumbleweed M”) from MC Tumbleweed Royalty, LLC (the “M Acquisition”), pursuant to definitive purchase and sale agreements (collectively, the “Q&M Acquisitions”).

The mineral and royalty interests acquired in the Q Acquisition represent approximately 406 net royalty acres in the Permian Basin. Consideration for the Q Acquisition consisted of (i) $114 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of up to $5 million payable in January of 2026, based on the WTI 2025 Average.

The mineral and royalty interests acquired in the M Acquisition represent approximately 267 net royalty acres in the Permian Basin. Consideration for the M Acquisition consisted of (i) $76 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of up to $4 million payable in January of 2026, based on the WTI 2025 Average.

The TWR Acquisition, Q Acquisition and M Acquisition, which are considered related businesses, (collectively, the “Tumbleweed Acquisitions”) were accounted for as asset acquisitions in accordance with ASC 805. As such, for pro forma purposes, the fair value of the consideration paid by Viper for each of the Tumbleweed Acquisitions and the allocation of that amount to the underlying assets acquired was recorded on a relative fair value basis. Additionally, transaction costs directly related to the Tumbleweed Acquisitions were capitalized as a component of the purchase price.

Pro Forma Financial Statement Presentation

The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) are based on Viper’s historical consolidated financial statements, adjusted to give effect to transaction adjustments for (i) the assets and liabilities acquired in the Sitio Transaction, (ii) the issuance of the New Notes and the 2025 Term Loan Credit Agreement to fund the repayment of Sitio’s outstanding debt as of June 30, 2025, (iii) the impacts of the previously completed 2025 Drop Down and 2025 Equity Offering not reflected in Viper’s historical consolidated financial statements for the year ended December 31, 2024 and the six months ended June 30, 2025, (iv) the impacts of the previously completed Tumbleweed Acquisitions not reflected in Viper’s historical consolidated financial statements for the year ended December 31, 2024.

The following pro forma financial statements present (i) Viper’s unaudited condensed combined pro forma balance sheet as of June 30, 2025 (the “pro forma balance sheet”), (ii) Viper’s unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, and (iii) Viper’s unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025.

The pro forma balance sheet assumes that the Sitio Transaction, issuance of the New Notes and full borrowing of the 2025 Term Loan Credit Agreement each occurred on June 30, 2025.

The pro forma statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 give pro forma effect to (i) the Sitio Transaction, (ii) the issuance of the New Notes, (iii) borrowings under the 2025 Term Loan Credit Agreement, (iv) the 2025 Drop Down and related 2025 Equity Offering, and (v) the Tumbleweed Acquisitions through their respective closing dates, as if all such transactions had occurred on January 1, 2024, the beginning of the earliest period presented.

The pro forma adjustments related to the Sitio Transaction, the New Notes, the 2025 Term Loan Credit Agreement, the 2025 Drop Down, the 2025 Equity Offering and the Tumbleweed Acquisitions are based on available information and certain assumptions that management believes are factually supportable, as further described below in Note 3—Pro Forma Adjustments and Assumptions. In the opinion of management, all adjustments necessary to present fairly the pro forma financial statements have been made.

These pro forma financial statements are for informational purposes only and do not purport to represent what Viper’s financial position and results of operations would have been had the Sitio Transaction, the New Notes, the 2025 Term Loan Credit Agreement, the 2025 Drop Down, the 2025 Equity Offering and the Tumbleweed Acquisitions occurred on the dates indicated. The pro forma financial statements do not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, and, accordingly, do not attempt to predict or suggest future results. As such, these pro forma financial statements should not be used to project Viper or New Viper’s financial performance for any future period. A number of factors may affect the results.

The pro forma financial statements have been developed from and should be read in conjunction with:

the separate historical consolidated financial statements and related notes thereto in Viper’s and New Viper’s filings with the SEC;

the separate historical consolidated financial statements and related notes thereto in Sitio’s filings with the SEC;

the historical unaudited consolidated financial statements of TWR and related notes for the nine months ended September 30, 2024, which are incorporated by reference from Exhibit 99.3 to Viper’s Current Report on Form 8-K filed with the SEC on January 30, 2025;

the unaudited consolidated financial statements of Tumbleweed-Q Royalty Partners, LLC as of and for the six months ended June 30, 2024 and the unaudited consolidated financial statements of MC Tumbleweed Royalty, LLC as of and for the six months ended June 30, 2024, which unaudited financial statements are included as Exhibits 99.5 and 99.6, respectively to Viper’s Current Report on Form 8-K, filed with the SEC on September 11, 2024;

the audited statements of revenues and direct operating expenses and related notes for the Endeavor Mineral and Royalty Interests for the years ended December 31, 2024 and 2023, which were included in Viper’s Definitive Proxy Statement Relating to Merger or Acquisition on Form DEFM14A filed with the SEC on March 31, 2025; and

the unaudited consolidated financial statements of revenues and direct operating expenses and related notes for the Endeavor Mineral and Royalty Interests for the three months ended March 31, 2025, which unaudited financial statements are included as Exhibit 99.4 to Viper’s Current Report on Form 8-K containing this exhibit.

Viper Energy, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet


	As of June 30, 2025
	Historical						Acquisition Transaction Adjustments (Note 3)
	Viper			Sitio			Reclass Adjustments			Acquisition Transaction Adjustments (Note 3)			Viper Pro Forma Combined
	(In millions, except par values and share data)
Assets
Current assets:
Cash and cash equivalents	$	28		$	—		$	—		$	103	(c)(e)(f)(h)	$	131
Restricted cash		—			—			—			391	(e)		391
Royalty income receivable (net of allowance for credit losses)		203			—			126	(a)		—			329
Royalty income receivable—related party		189			—			—			—			189
Accrued revenue and accounts receivable		—			126			(126	) (a)		—			—
Income tax receivable		2			—			—			—			2
Derivative instruments		15			—			—			—			15
Prepaid expenses and other current assets		6			8			—			—			14

Total current assets		443			134			—			494			1,071

Property:
Oil and natural gas interests, full cost method of accounting		10,560			—			5,428	(a)		(1,524	) (b)(c)(d)(f)(g)(i)		14,464
Land		6			—			—			—			6
Accumulated depletion and impairment		(1,272	)		—			(972	) (a)		972	(g)		(1,272	)
Oil and natural gas properties, successful efforts method:
Unproved properties		—			2,373			(2,373	) (a)		—			—
Proved properties		—			3,055			(3,055	) (a)		—			—
Other property and equipment		—			4			—			—			4
Accumulated depreciation, depletion, amortization and impairment		—			(972	)		972	(a)		—			—

Property, net		9,294			4,460			—			(552	)		13,202
Deferred income taxes (net of allowances)		42			—			(42	) (a)		—			—
Deferred financing costs		—			7			—			(7	) (f)		—
Operating lease right-of-use asset		—			6			—			—			6
Other assets		9			3			—			—			12

Total assets	$	9,788		$	4,610		$	(42	)	$	(65	)	$	14,291

Liabilities and Unitholders’ Equity
Current liabilities:
Accrued liabilities		66			—			31	(a)		7	(d)(e)(f)		104
Accounts payable and accrued expenses		—			31			(31	) (a)		—			—
Derivative instruments		2			—			—			—			2
Income taxes payable		4			—			—			—			4
Current maturities of debt		—			—			—			378	(e)		378
Operating lease liability		—			2			—			—			2

Total current liabilities		72			33			—			385			490
Long-term debt, net		1,098			1,080			—			228	(e)(f)		2,406
Derivative instruments		7			—			—			—			7
Deferred tax liability		—			247			(42	) (a)		(155	) (i)(j)		50
Non-current operating lease liability		—			5			—			—			5
Other long-term liabilities		—			1			—			—			1

Total liabilities		1,177			1,366			(42	)		458			2,959
Stockholders’ equity:
Viper Class A Common Stock, $0.000001 par value		—			—			—			—			—
Viper Class B Common Stock, $0.000001 par value		—			—			—			—			—
Sitio Class A Common Stock, par value $0.0001 per share		—			—			—			—			—
Sitio Class C Common Stock, par value $0.0001 per share		—			—			—			—			—
Additional paid-in capital		3,350			1,660			—			(235	) (b)(c)(j)		4,775
Retained earnings (accumulated deficit)		70			(129	)		—			85	(b)(e)(h)		26
Class A Treasury Shares, 5,875,907 shares at June 30, 2025		—			(128	)		—			128	(b)		—
Class C Treasury Shares, 76,390 shares at June 30, 2025		—			(2	)		—			2	(b)		—

Total Viper Energy, Inc. stockholders’ equity		3,420			1,401			—			(20	)		4,801
Non-controlling interest		5,191			1,843			—			(503	) (b)(c)(j)		6,531

Total equity		8,611			3,244			—			(523	)		11,332

Total liabilities and unitholders’ equity	$	9,788		$	4,610		$	(42	)	$	(65	)	$	14,291

Viper Energy, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations


	Year Ended December 31, 2024
	Historical										Transaction Accounting Adjustments (Note 3)
	Viper			TWR Acquisition			Q Acquisition		M Acquisition		Reclass Adjustments			Acquisition Transaction Adjustments (Note 3)			Viper Pro Forma Combined
	(In millions, except per share amounts, shares in thousands)
Operating income:
Royalty income	$	854		$	54		$	7	$	5	$	(1	) (a)	$	—		$	919
Lease bonus income		6			—			—		—		6	(a)		—			12
Lease bonus and other income		—			4			1		1		(6	) (a)		—			—
Other operating income		1			—			—		—		—			—			1

Total operating income		861			58			8		6		(1	)		—			932

Costs and expenses:
Production and ad valorem taxes		61			3			—		—		—			—			64
Gathering and transportation		—			1			—		—		(1	) (a)		—			—
Depletion		214			—			—		—		27	(a)		(2	) (l)		239
Depletion, depreciation and amortization		—			22			3		2		(27	) (a)		—			—
General and administrative expenses— related party		11			—			—		—		—			—			11
General and administrative expenses		8			115			2		1		—			(116	) (k)		10

Total costs and expenses		294			141			5		3		(1	)		(118	)		324

Income (loss) from operations		567			(83	)		3		3		—			118			608
Other income (expense):
Interest expense, net		(74	)		—			—		—		—			(15	) (m)		(89	)
Gain (loss) on extinguishment of debt		—			1			—		—		—			—			1
Gain (loss) on derivative instruments, net		11			—			—		—		—			(1	) (n)		10
Earnings from equity method investment		—			1			—		—		—			(1	) (k)		—

Total other income (expense), net		(63	)		2			—		—		—			(17	)		(78	)

Income (loss) before income taxes		504			(81	)		3		3		—			101			530
Provision for (benefit from) income taxes		(100	)		—			—		—		—			3	(o)		(97	)

Net income (loss)		604			(81	)		3		3		—			98			627
Net income (loss) attributable to non-controlling interest		245			—			—		—		—			12	(p)		257

Net income (loss) attributable to Viper Energy, Inc.	$	359		$	(81	)	$	3	$	3	$	—		$	86		$	370

Net income (loss) attributable to common shares:
Basic	$	3.82															$	3.62
Diluted	$	3.82															$	3.62
Weighted average number of common shares outstanding:
Basic		93,932													8,044	(q)		101,976
Diluted		93,932													8,044	(q)		101,976

Viper Energy, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations - Continued


	Year Ended December 31, 2024
	Historical					Acquisition Transaction Adjustments (Note 3)						Historical			Reclass Adjustments			Acquisition Transaction Adjustments (Note 3)
	Viper⁽¹⁾			Drop Down		Acquisition Transaction Adjustments (Note 3)			Viper Pro Forma Combined			Sitio			Reclass Adjustments			Acquisition Transaction Adjustments (Note 3)			Viper Pro Forma Combined
	(In millions, except per share amounts, shares in thousands)
Operating income:
Royalty income	$	919		$	461	$	—		$	1,380		$	611		$	—		$	—		$	1,991
Lease bonus income		12			—		—			12			—			9	(a)		—			21
Lease bonus and other income		—			—		—			—			13			(13	) (a)		—			—
Other operating income		1			—		—			1			—			4	(a)		—			5

Total operating income		932			461		—			1,393			624			—			—			2,017

Costs and expenses:
Production and ad valorem taxes		64			32		—			96			46			—			—			142
Depletion		239			—		231	(r)		470			—			320	(a)		(74	) (w)		716
Depletion, depreciation and amortization		—			—		—			—			320			(320	) (a)		—			—
General and administrative expenses— related party		11			—		—			11			—			—			—			11
General and administrative expenses		10			—		—			10			55			—			—			65
Transaction expenses		—			—		—			—			—						12	(h)		12

Total costs and expenses		324			32		231			587			421			—			(62	)		946

Income (loss) from operations		608			429		(231	)		806			203			—			62			1,071
Other income (expense):
Interest expense, net		(89	)		—		(16	) (s)		(105	)		(85	)		—			(5	) (x)		(195	)
Gain (loss) on extinguishment of debt		1			—		—			1			—			—			(32	) (y)		(31	)
Gain (loss) on derivative instruments, net		10			—		—			10			(5	)		—			—			5

Total other income (expense), net		(78	)		—		(16	)		(94	)		(90	)		—			(37	)		(221	)

Income (loss) before income taxes		530			429		(247	)		712			113			—			25			850
Provision for (benefit from) income taxes		(97	)		—		9	(t)		(88	)		18			—			16	(z)		(54	)

Net income (loss)		627			429		(256	)		800			95			—			9			904
Net income (loss) attributable to non-controlling interest		257			—		141	(u)		398			54			—			10	(aa)		462

Net income (loss) attributable to Viper Energy, Inc.	$	370		$	429	$	(397	)	$	402		$	41		$	—		$	(1	)	$	442

Net income (loss) attributable to common shares:
Basic	$	3.62							$	3.08											$	2.61
Diluted	$	3.62							$	3.08											$	2.61
Weighted average number of common shares outstanding:
Basic		101,976					28,336	(v)		130,312									38,536	(bb)		168,848
Diluted		101,976					28,336	(v)		130,312									38,536	(bb)		168,848

(1)	Viper’s historical income statement for the year ended December 31, 2024 in this table includes the effects of pro forma adjustments for the Tumbleweed Acquisitions from the pro forma condensed combined statement of operations above.

Viper Energy, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations - Continued


	Six Months Ended June 30, 2025
	Historical											Historical			Reclass Adjustments			Acquisition Transaction Adjustments (Note 3)
	Viper			Drop Down		Acquisition Transaction Adjustments (Note 3)			Viper Pro Forma Combined			Sitio			Reclass Adjustments			Acquisition Transaction Adjustments (Note 3)			Viper Pro Forma Combined
	(In millions, except per share amounts, shares in thousands)
Operating income:
Royalty income	$	531		$	151	$	—		$	682		$	299		$	—		$	—		$	981
Lease bonus income		11			—		—			11			—			6	(a)		—			17
Lease bonus and other income		—			—		—			—			10			(10	)(a)		—			—
Other operating income		—			—		—			—			—			4	(a)		—			4

Total operating income		542			151		—			693			309			—			—			1,002

Costs and expenses:
Production and ad valorem taxes		38			10		—			48			26			—			—			74
Depletion		191			—		72	(r)		263			—			153	(a)		(20	)(w)		396
Depletion, depreciation and amortization		—			—		—			—			153			(153	)(a)		—			—
General and administrative expenses— related party		7			—		—			7			—			—			—			7
General and administrative expenses		6			—		—			6			36			—			—			42
Transaction expenses		10			—		—			10			—									10

Total costs and expenses		252			10		72			334			215			—			(20	)		529

Income (loss) from operations		290			141		(72	)		359			94			—			20			473
Other income (expense):
Interest expense, net		(28	)		—		(5	)(s)		(33	)		(46	)		—			2	(x)		(77	)
Gain (loss) on derivative instruments, net		3			—		—			3			—			—			—			3

Total other income (expense), net		(25	)		—		(5	)		(30	)		(46	)		—			2			(74	)

Income (loss) before income taxes		265			141		(77	)		329			48			—			22			399
Provision for (benefit from) income taxes		28			—		9	(t)		37			7			—			—	(z)		44

Net income (loss)		237			141		(86	)		292			41			—			22			355
Net income (loss) attributable to non-controlling interest		125			—		24	(u)		149			23			—			45	(aa)		217

Net income (loss) attributable to Viper Energy, Inc.	$	112		$	141	$	(110	)	$	143		$	18		$	—		$	(23	)	$	138

Net income (loss) attributable to common shares:
Basic	$	0.89							$	1.09											$	0.81
Diluted	$	0.89							$	1.09											$	0.81
Weighted average number of common shares outstanding:
Basic		126,045					5,166	(v)		131,211									38,536	(bb)		169,747
Diluted		126,160					5,166	(v)		131,326									38,536	(bb)		169,862

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.	ORGANIZATION AND BASIS OF PRESENTATION

The accompanying pro forma financial statements were prepared based on the historical consolidated financial statements of Viper, Sitio, TWR, Tumbleweed Q, Tumbleweed M (together with TWR and Tumbleweed Q, the “Tumbleweed Entities”), and the historical statements of revenues and direct operating expenses of the Endeavor Mineral and Royalty Interests. Pro forma adjustments have been made to reflect certain transaction accounting adjustments, as discussed further in Notes 2 and 3.

The pro forma balance sheet gives effect to the Sitio Transaction as if it had been completed on June 30, 2025.

The pro forma statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 give pro forma effect to (i) the Q&M Acquisitions through the Q&M Closing Date, (ii) the TWR Acquisition through the TWR Closing Date, (iii) the 2025 Drop Down through the 2025 Drop Down Closing Date, (iv) the 2025 Equity Offering, (v) the Sitio Transaction, and (vi) the issuance of the New Notes and 2025 Term Loan Credit Agreement as if each such transaction had occurred on January 1, 2024, the beginning of the earliest period presented.

The Tumbleweed Acquisitions and the Sitio Transaction are accounted for as acquisitions of assets under ASC 805. Viper or New Viper, as applicable, therefore recognized the assets acquired and liabilities assumed in the Tumbleweed Acquisitions and the Sitio Transaction based on their costs to Viper or New Viper, as applicable, which includes the total consideration paid as well as capitalization of all transaction costs incurred.

The 2025 Drop Down is accounted for as a transaction between entities under common control with the acquired properties recorded at the Endeavor Seller’s historical carrying value in the pro forma consolidated balance sheet. All transaction costs related to the 2025 Drop Down were expensed as incurred.

In the opinion of management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X, the pro forma financial statements. The pro forma financial statements are provided for illustrative purposes only and do not purport to be indicative of what Viper’s actual results of operations and financial position would have been on a consolidated basis if the Tumbleweed Acquisitions, the 2025 Drop Down, the 2025 Equity Offering, the Sitio Transaction, the issuance of the New Notes and the 2025 Term Loan Credit Agreement had occurred on the dates indicated, nor are they indicative of the future results of operations or financial position.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma statements of operations are based on the weighted average number of shares of Viper Class A Common Stock outstanding, assuming the Tumbleweed Acquisitions and related equity offering, the 2025 Drop Down, the 2025 Equity Offering, and the Sitio Transaction occurred at the beginning of the earliest period presented.

2.	CONSIDERATION AND PURCHASE PRICE ALLOCATION

Viper has performed a preliminary analysis of the total consideration paid for the assets and liabilities acquired in the Sitio Transaction, including all estimated associated transaction costs, and has allocated the total consideration to the assets acquired and liabilities assumed. Due to the fact that the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on Viper’s financial position and results of operations may differ significantly from the pro forma amounts included herein.

The following table summarizes the preliminary purchase price for the Sitio Transaction as of June 30, 2025, and the allocation of the total consideration to the assets acquired and liabilities assumed (in millions except shares, Viper OpCo Units and per share and per unit amounts, respectively):


Consideration:	Sitio Acquisition
Shares of New Viper Class A Common Stock issued as merger consideration⁽¹⁾		38,536,236
Shares of New Viper Class B Common Stock and Viper OpCo Units issued as merger consideration⁽²⁾		35,619,951

Total shares of New Viper Common Stock and Viper OpCo Units issued as merger consideration		74,156,187
Closing price per share of Viper Class A Common Stock⁽³⁾	$	37.24

Fair value of New Viper Common Stock issued	$	2,762
Cash transferred at close⁽⁴⁾		1,143
Transaction costs to be capitalized in asset acquisition		28

Total merger consideration (including fair value of New Viper Common Stock issued)	$	3,933

Purchase price allocation:
Royalty income receivable (net of allowance for credit losses)		126
Prepaid expenses and other current assets		8
Oil & natural gas interests, full cost method of accounting		3,910
Other property and equipment		4
Operating lease right-of-use asset		6
Other assets		3

Amount attributable to assets acquired		4,057
Accrued liabilities		21
Operating lease liability		2
Deferred tax liability		95
Non-current operating lease liability		5
Other long-term liabilities		1

Amount attributable to liabilities acquired		124

Net assets acquired	$	3,933

(1)

Includes (i) 77,579,174 eligible shares of Sitio Class A Common Stock and (ii) 2,754,344 eligible shares of aggregate unvested Sitio restricted stock unit awards (“Sitio RSUs”), Sitio deferred stock unit awards (“Sitio DSUs”) and Sitio performance-based restricted stock unit awards (“Sitio PSUs”) outstanding as of August 18, 2025, which vested in full on the closing date of the Sitio Transaction and became eligible to receive merger consideration in respect of each share of Sitio Class A Common Stock, less 959,191 shares withheld for taxes. The eligible shares of Sitio Class A Common Stock, Sitio RSU Awards, Sitio DSU Awards and Sitio PSU Awards converted into shares of New Viper Class A Common Stock at a 0.4855 exchange ratio.

(2)

Includes 73,367,602 eligible Sitio OpCo Units (including eligible Sitio OpCo restricted stock awards (“Sitio OpCo RSAs”)) outstanding as of August 18, 2025, which vested in full on the closing date of the Sitio Transaction and became eligible to receive merger consideration in respect of each Sitio OpCo Unit. The eligible Sitio OpCo Units and Sitio OpCo RSAs converted into Viper OpCo Units and shares of New Viper Class B Common Stock at a 0.4855 exchange ratio.

(3)	Based on the Viper closing stock price as of August 18, 2025.

(4)

Cash transferred at close primarily represents (i) $628 million for the redemption of Sitio’s $600 million existing senior notes due 2028 at a current make whole redemption price of 104.59654% of par value, (ii) the repayment of approximately $488 million in outstanding borrowing to settle Sitio’s revolving credit facility as of June 30, 2025, (iii) $17 million for the payment of income taxes due on vested and converted Sitio long-term incentive plan awards in lieu of issuing additional equity and (iv) the payment of $10 million in accrued and unpaid interest on Sitio’s existing senior notes due 2028 and revolving credit facility as of June 30, 2025.

The total consideration for the Sitio Transaction has been used to prepare the transaction accounting adjustments for the Sitio Transaction in the pro forma balance sheet and statements of operations. The total value of consideration is subject to change based on changes in the outstanding value of Sitio’s revolving credit facility and actual transaction costs incurred.

3.	PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The pro forma financial statements have been prepared to illustrate the effect of the Tumbleweed Acquisitions, the 2025 Drop Down, the 2025 Equity Offering, the Sitio Transaction, issuance of the New Notes and the 2025 Term Loan Credit Agreement and have been prepared for informational purposes only.

Reclassifications

(a)

The following reclassifications were made to conform the historical consolidated financial statements for the Sitio Transaction to Viper’s presentation:

Pro Forma Condensed Combined Balance Sheet as of June 30, 2025

•

Reclassification of $126 million from Accrued revenue and accounts receivable to Royalty income receivable (net of allowance for credit losses);

•

Reclassification of approximately $3.1 billion from Proved properties and approximately $2.4 billion from Unproved properties to Oil and natural gas interests, full cost method of accounting;

•

Reclassification of $972 million from Accumulated depreciation, depletion, amortization and impairment to Accumulated depletion and impairment;

•

Reclassification of $31 million from Accounts payable and accrued expenses to Accrued liabilities; and

•

Reclassification of $42 million from Deferred income taxes (net of allowances) to Deferred tax liability.

Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024

The below reclassifications were made to conform the historical consolidated statement of operations of the Tumbleweed Entities to Viper’s presentation for the year ended December 31, 2024.

•

Reclassification of $1 million from Gathering and transportation to Royalty income;

•

Reclassification of $6 million from Lease bonus and other income to Lease bonus income; and

•

Reclassification of $27 million from Depletion, depreciation and amortization to Depletion.

The below reclassifications were made to conform the historical consolidated statement of operations of Sitio to Viper’s presentation for the year ended December 31, 2024.

•

Reclassification of $9 million to Lease bonus income and $4 million to Other operating income from Lease bonus and other income; and

•

Reclassification of $320 million from Depletion, depreciation and amortization to Depletion.

Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2025

The below reclassifications were made to conform the historical consolidated statement of operations of Sitio to Viper’s presentation for the six months ended June 30, 2025.

•

Reclassification of $6 million to Lease bonus income and $4 million to Other operating income from Lease bonus and other income; and

•

Reclassification of $153 million from Depletion, depreciation and amortization to Depletion.

Pro Forma Condensed Combined Balance Sheet as of June 30, 2025

(b)

Represents the adjustment for the elimination of Sitio’s equity as follows:

•

$1.7 billion decrease to Additional paid-in capital;

•

$129 million increase to Retained earnings (accumulated deficit);

•

$128 million increase to Class A treasury shares;

•

$2 million increase to Class C treasury shares;

•

$1.8 billion decrease to Non-controlling interest; and

•

$3.2 billion decrease to Oil and natural gas interests, full cost method of accounting.

(c)

Represents the allocation of equity issued as consideration for the Sitio Transaction as follows:

•

$2.8 billion increase to Oil and natural gas interests, full cost method of accounting;

•

$1.4 billion increase to Additional paid-in capital; and

•

$1.3 billion increase to Non-controlling interest.

•

$17 million decrease to Cash and cash equivalents for the payment of income taxes due on vested and converted Sitio long term incentive plans awards in lieu of issuing additional equity.

(d)

Reflects a $22 million increase to Accrued liabilities for additional estimated direct transaction costs, which primarily consist of fees for financial, legal and accounting advisors and filing fees expected to be incurred in connection with the Sitio Transaction and capitalized to Oil and natural gas interests, full cost method of accounting.

(e)

Reflects the issuance of Viper OpCo’s New Notes, the redemption of Viper’s 2031 Notes, the satisfaction and discharge of Viper’s 2027 Notes, and borrowings under the 2025 Term Loan Credit Agreement as follows:

•

$1.3 billion net increase to Cash and cash equivalents, reflecting (i) the net proceeds of $1.6 billion received from the issuance of Viper OpCo’s New Notes after transaction costs, (ii) $499 million in borrowings under the 2025 Term Loan Credit Agreement after transaction costs, (iii) a $432 million reduction for the repayment of the principal, make whole redemption premium, and accrued and unpaid interest on Viper’s 2031 Notes, (iv) a $391 million reduction for the satisfaction and discharge of Viper’s 2027 Notes including accrued and unpaid interest through November 1, 2025.

•

$391 million increase to Restricted cash reflecting the principal and interest irrevocably deposited with Computershare Trust Company, National Association, the trustee under the indenture governing the 2027 Notes to redeem the 2027 Notes on November 1, 2025 in accordance with their satisfaction and discharge;

•

$5 million reduction in Accrued liabilities to reflect the repayment of accrued and unpaid interest on Viper’s 2031 Notes;

•

$378 million increase in Current maturities of debt to reflect the reclassification of the net carrying balance of Viper’s 2031 Notes to current liabilities in connection with the satisfaction and discharge and expected repayment on November 1, 2025.

•

$1.3 billion net increase to Long-term debt, net, reflecting (i) the issuance of Viper OpCo’s New Notes net of discounts and debt issuance costs, (ii) the full borrowing of the 2025 Term Loan Credit Agreement net of debt issuance costs incurred, (iii) the repayment of outstanding principal on Viper’s 2031 Notes and write-off of associated unamortized debt issuance costs, and (iv) the reclassification of Viper’s 2027 Notes, including unamortized debt issuance costs to Current maturities of debt upon their satisfaction and discharge.

•

$32 million decrease in Retained earnings to reflect the loss on extinguishment of debt recognized upon redemption of Viper’s 2031 Notes.

(f)

Reflects the settlement of Sitio’s existing long-term debt at June 30, 2025, as follows:

•

$1.1 billion decrease to Cash and cash equivalents reflecting (i) the repayment of $488 million in outstanding borrowings under Sitio’s revolving credit facility as of June 30, 2025, $628 million for the repayment of the principal and make whole redemption premium associated with the repayment of Sitio’s existing senior notes due 2028, and (iii) the payment of $10 million in accrued and unpaid interest on Sitio’s revolving credit facility and existing senior notes due 2028 at June 30, 2025;

•

$43 million increase to Oil and natural gas interests, full cost method of accounting to reflect the $28 million make whole redemption premium due on Sitio’s existing senior notes due 2028 and the write-off of approximately $8 million of unamortized debt issuance costs related to Sitio’s existing senior notes due 2028 and $7 million of unamortized debt issuance costs on Sitio’s revolving credit facility;

•

$7 million decrease to Deferred financing costs for the write-off of unamortized debt issuance costs related to Sitio’s revolving credit facility;

•

$10 million decrease to Accrued liabilities for the elimination of Sitio’s accrued and unpaid interest on its existing senior notes due 2028 and revolving credit facility;

•

$1.1 billion decrease to Long-term debt, net reflecting (i) the repayment of $488 million in outstanding borrowings under Sitio’s revolving credit facility, (ii) the redemption of $600 million principal amount of Sitio’s existing senior notes due 2028, and (iii) the write-off of $8 million of unamortized debt issuance costs related to Sitio’s existing senior notes due 2028;

(g)

Reflects the elimination of Sitio’s historical Accumulated depletion and impairment.

(h)

Reflects $12 million in severance payments to be made by Viper for the termination of certain Sitio employees effective on the closing date of the Sitio Transaction as a decrease to Cash and cash equivalents and a reduction to Retained earnings (accumulated deficit) on the pro forma balance sheet and an increase to General and administrative expenses on the pro forma statement of operations for the year ended December 31, 2024. Additionally, Viper may incur up to an additional $14 million in severance costs, which are not adjusted in the pro forma financial statements and will be paid based on the terms of the historical Sitio severance plans.

(i)

Reflects a $152 million net decrease to Oil and natural gas interests, full cost method of accounting and Deferred tax liability to reflect adjustments to the GAAP basis of the assets acquired and liabilities assumed, which impact the difference between the GAAP basis and the tax basis in the applicable assets and liabilities, based on an estimated blended federal and state statutory tax rate of 21.3%.

(j)

Reflects a decrease of $10 million in Additional paid-in capital, an increase of $13 million in Non-controlling interest, and a related decrease of $3 million in Deferred tax liability to record the changes in Viper’s ownership interests in Viper OpCo as a result of the Sitio Transaction in accordance with ASC 810, “Consolidation.”

Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 and the six months ended June 30, 2025

The adjustments included in the pro forma condensed combined statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 are as follows:

(k)

Reflects the elimination of certain expenses not included in the entities acquired in the Tumbleweed Acquisitions as follows:

•

a decrease of $116 million in General and administrative expenses; and

•

a decrease of $1 million in Earnings from equity method investment.

(l)

Reflects a $2 million net decrease in Depletion computed on a unit of production basis under the full cost method of accounting following the preliminary purchase price allocation to Oil and natural gas interests, full cost method of accounting, as if the Tumbleweed Acquisitions were consummated on January 1, 2024.

(m)

Reflects a net increase of $15 million in Interest expense, net that would have been recorded for the year ended December 31, 2024 with respect to the incremental borrowings of $280 million used to fund a portion of the cash consideration for the TWR Acquisition. The effective interest rate as of the TWR Closing Date of approximately 7.2%, was applied to the pro forma incremental outstanding borrowings on Viper’s revolving credit facility to calculate pro forma interest expense.

(n)

The Tumbleweed Acquisitions include provisions for amounts contingently payable by Viper based on the satisfaction of certain commodity price thresholds in the future. This adjustment reflects the changes in fair value of the related contingent consideration liability of Viper through the respective Q&M Closing Date and the TWR Closing Date.

(o)

Reflects the estimated impact to the income tax provision associated with the incremental pro forma income before taxes associated with the Tumbleweed Acquisitions and attributable to Viper, using a blended federal plus state statutory tax rate, net of federal benefit, of 21.7% for the year ended December 31, 2024.

(p)

Reflects the impact to Net income (loss) attributable to non-controlling interest of issuing 11,500,000 shares of Viper’s Class A Common Stock to the public in September 2024 to partially fund the cash consideration for the TWR Acquisition and issuing 10,093,670 Viper OpCo Units for an approximate 5.0% ownership interest in Viper OpCo as partial consideration for the TWR Acquisition.

(q)

Reflects the public issuance of 11,500,000 shares of Viper Class A Common Stock in September 2024 to fund a portion of the cash consideration for the TWR Acquisition as though the issuance took place on January 1, 2024. The following table reconciles historical and pro forma basic and diluted earnings per share utilizing the two-class method for the year ended December 31, 2024:


	Year Ended December 31, 2024
	Viper (Historical)		Pro Forma
	(In millions, except per share amounts, shares in thousands)
Net income (loss) attributable to the period	$	359	$	370
Less: distributed and undistributed earnings allocated to participating securities		—		1

Net income (loss) attributable to common unitholders	$	359	$	369

Weighted average common units outstanding:
Basic weighted average common units outstanding		93,932		101,976
Effect of dilutive securities:
Potential common units issuable		—		—

Diluted weighted average common units outstanding		93,932		101,976

Net income (loss) per common unit, basic	$	3.82	$	3.62
Net income (loss) per common unit, diluted	$	3.82	$	3.62

(r)

Reflects increases of $231 million and $72 million in Depletion for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively computed on a unit of production basis under the full cost method of accounting following the preliminary purchase price allocation to Oil and natural gas interests, full cost method of accounting, as if the 2025 Drop Down was consummated on January 1, 2024.

(s)

Reflects net increases of $16 million and $5 million in Interest expense, net that would have been recorded in the year ended December 31, 2024 and the six months ended June 30, 2025, respectively, with respect to the incremental borrowings of $255 million used to fund a portion of the cash consideration for the 2025 Drop Down. The effective interest rate as of the 2025 Drop Down Closing Date of approximately 6.4%, was applied to the pro forma incremental outstanding borrowings on Viper’s revolving credit facility to calculate pro forma interest expense.

(t)

Reflects the estimated impact to Provision for (benefit from) income taxes associated with the incremental pro forma income before taxes from the 2025 Drop Down attributable to Viper, using a blended federal plus state statutory tax rate, net of federal benefit, of 21.7% for the year ended December 31, 2024 and the six months ended June 30, 2025.

(u)

Further reflects the impact to Net income (loss) attributable to non-controlling interest for the year ended December 31, 2024 and the six months ended June 30, 2025 of the Endeavor Equity Issuance to the Endeavor Sellers as partial consideration for the 2025 Drop Down and issuing 28,336,000 shares of Viper Class A Common Stock in the 2025 Equity Offering.

(v)

The following table reconciles Viper’s historical and pro forma basic and diluted earnings per share including the impacts of the 2025 Drop Down utilizing the two-class method for the periods indicated:


	Year Ended December 31, 2024				Six Months Ended June 30, 2025
	Viper (Historical)⁽¹⁾		Pro Forma		Viper (Historical)		Pro Forma
	(In millions, except per share amounts, shares in thousands)
Net income (loss) attributable to the period	$	370	$	402	$	112	$	143
Less: distributed and undistributed earnings allocated to participating securities		1		1		—		—

Net income (loss) attributable to common unitholders	$	369	$	401	$	112	$	143

Weighted average common units outstanding:
Basic weighted average common units outstanding		101,976		130,312		126,045		131,211
Effect of dilutive securities:
Potential common units issuable		—		—		115		115

Diluted weighted average common units outstanding		101,976		130,312		126,160		131,326

Net income (loss) per common unit, basic	$	3.62	$	3.08	$	0.89	$	1.09
Net income (loss) per common unit, diluted	$	3.62	$	3.08	$	0.89	$	1.09

(1)	Viper’s historical income statement and earnings per share amounts for the year ended December 31, 2024 include the effects of the pro forma adjustments for the Tumbleweed Acquisitions in the pro forma condensed combined statement of operations.

(w)

Reflects net decreases of $74 million and $20 million in Depletion for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively, computed on a unit of production basis under the full cost method of accounting following the preliminary purchase price allocation to Oil and natural gas interests, full cost method of accounting, as if the Sitio Transaction was consummated on January 1, 2024.

(x)

Reflects a net increase of $5 million and a net decrease of $2 million in Interest expense, net for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively, that would have been recorded with respect to the (i) $1.1 billion repayment of the Sitio revolving credit facility and Sitio’s existing senior notes due 2028 (ii) the repayment of Viper’s 2031 Notes, (iii) the issuance of the New Notes, and (iv) the full borrowing of the 2025 Term Loan Credit Agreement. The effective interest rate on the 2025 Term Loan Credit Agreement as of August 20, 2025 of approximately 6.0%, was applied to the pro forma incremental borrowings on Viper’s revolving credit facility to calculate pro forma interest expense.

(y)

Reflects the loss on extinguishment of debt of $32 million for the year ended December 31, 2024 associated with the $27 million make whole redemption premium paid and the write-off of $5 million in unamortized debt issuance costs in connection with the repayment of Viper’s 2031 Notes.

(z)

Reflects the estimated impact to Provision for (benefit from) income taxes associated with the incremental pro forma income before taxes associated with the Sitio Transaction and attributable to Viper for the year ended December 31, 2024 and the six months ended June 30, 2025 using a blended federal plus state statutory tax rate, net of federal benefit, of 21.7%.

(aa)

Further reflects the impact to Net income (loss) attributable to non-controlling interest of issuing an estimated 35,619,951 Viper OpCo Units and 38,536,236 shares of Viper Class A Common Stock in the Sitio Transaction as discussed in Note 2 — Consideration and Purchase Price Allocation.

(bb)

The following table reconciles Viper historical and pro forma basic and diluted earnings per share including the impact of the Sitio Transaction utilizing the two-class method for the periods indicated:


	Year Ended December 31, 2024				Six Months Ended June 30, 2025
	Viper (Historical)⁽¹⁾		Pro Forma		Viper (Historical)		Pro Forma
	(In millions, except per share amounts, shares in thousands)
Net income (loss) attributable to the period	$	402	$	442	$	143	$	138
Less: distributed and undistributed earnings allocated to participating securities		1		1		—		1

Net income (loss) attributable to common unitholders	$	401	$	441	$	143	$	137

Weighted average common units outstanding:
Basic weighted average common units outstanding		130,312		168,848		131,211		169,747
Effect of dilutive securities:
Potential common units issuable		—		—		115		115

Diluted weighted average common units outstanding		130,312		168,848		131,326		169,862

Net income (loss) per common unit, basic	$	3.08	$	2.61	$	1.09	$	0.81
Net income (loss) per common unit, diluted	$	3.08	$	2.61	$	1.09	$	0.81

(1)	Viper’s historical income statement and earnings per share amounts for the year ended December 31, 2024 include the effects of the pro forma adjustments for the Tumbleweed Acquisitions in the pro forma condensed combined statement of operations.

4.	SUPPLEMENTAL PRO FORMA OIL AND NATURAL GAS RESERVES INFORMATION

Net Proved Reserves

The historical information regarding net proved oil and natural gas reserves attributable to Viper’s interests and the 2025 Drop Down in proved properties as of December 31, 2024, is based on reserve estimates prepared by Viper’s internal reservoir engineers and audited by Ryder Scott, LLP, an independent petroleum engineering firm. The reserves attributable to the Tumbleweed Acquisitions are included in Viper’s historical activity during and for the year ended December 31, 2024.

The historical information regarding net proved oil and natural gas reserves attributable to interests in the reserves of the Sitio Transaction are based on reserve estimates prepared by Sitio’s internal reservoir engineers and audited by Cawley, Gillespie & Associates, Inc., an independent petroleum engineering firm, as of December 31, 2024.


	Oil (MBbls)
	Viper Historical			2025 Drop Down			Viper Pro Forma Combined ⁽¹⁾			Sitio Acquisition			Pro Forma Total ⁽¹⁾
As of December 31, 2023		89,903			55,373			145,276			38,832			184,108
Purchase of reserves in place		7,891			—			7,891			5,209			13,100
Extensions and discoveries		13,099			—			13,099			6,297			19,396
Revisions of previous estimates		(6,472	)		272			(6,200	)		(1,270	)		(7,470	)
Divestitures		(919	)		—			(919	)		—			(919	)
Production		(9,939	)		(5,459	)		(15,398	)		(7,004	)		(22,402	)

As of December 31, 2024		93,563			50,186			143,749			42,064			185,813

Proved Developed Reserves:
December 31, 2024		76,020			32,216			108,236			36,384			144,620
Proved Undeveloped Reserves:
December 31, 2024		17,543			17,970			35,513			5,680			41,193


	Natural Gas (MMcf)
	Viper Historical			2025 Drop Down			Viper Pro Forma Combined ⁽¹⁾			Sitio Acquisition			Pro Forma Total ⁽¹⁾
As of December 31, 2023		263,578			190,988			454,566			150,270			604,836
Purchase of reserves in place		20,310			—			20,310			41,587			61,897
Extensions and discoveries		33,498			—			33,498			22,066			55,564
Revisions of previous estimates		4,449			956			5,405			9,381			14,786
Divestitures		(4,605	)		—			(4,605	)		—			(4,605	)
Production		(24,606	)		(14,524	)		(39,130	)		(23,360	)		(62,490	)

As of December 31, 2024		292,624			177,420			470,044			199,944			669,988

Proved Developed Reserves:
December 31, 2024		253,271			120,668			373,939			179,056			552,995
Proved Undeveloped Reserves:
December 31, 2024		39,353			56,752			96,105			20,888			116,993


	Natural Gas Liquids (MBbls)
	Viper Historical			2025 Drop Down			Viper Pro Forma Combined ⁽¹⁾			Sitio Acquisition			Pro Forma Total⁽¹⁾
As of December 31, 2023		45,416			36,482			81,898			21,416			103,314
Purchase of reserves in place		3,665			—			3,665			6,131			9,796
Extensions and discoveries		6,254			—			6,254			3,132			9,386
Revisions of previous estimates		2,837			155			2,992			863			3,855
Divestitures		(451	)		—			(451	)		—			(451	)
Production		(4,181	)		(2,639	)		(6,820	)		(3,174	)		(9,994	)

As of December 31, 2024		53,540			33,998			87,538			28,368			115,906

Proved Developed Reserves:
December 31, 2024		45,633			22,751			68,384			25,368			93,752
Proved Undeveloped Reserves:
December 31, 2024		7,907			11,247			19,154			3,000			22,154


	Total (MBOE)
	Viper Historical			2025 Drop Down			Viper Pro Forma Combined ⁽¹⁾			Sitio Acquisition			Pro Forma Total⁽¹⁾
As of December 31, 2023		179,249			123,686			302,935			85,293			388,228
Purchase of reserves in place		14,941			—			14,941			18,271			33,212
Extensions and discoveries		24,936			—			24,936			13,106			38,042
Revisions of previous estimates		(2,894	)		587			(2,307	)		1,157			(1,150	)
Divestitures		(2,138	)		—			(2,138	)		—			(2,138	)
Production		(18,221	)		(10,519	)		(28,740	)		(14,071	)		(42,811	)

As of December 31, 2024		195,873			113,754			309,627			103,756			413,383

Proved Developed Reserves:
December 31, 2024		163,865			75,078			238,943			91,595			330,538
Proved Undeveloped Reserves:
December 31, 2024		32,009			38,676			70,685			12,161			82,846

(1)

Estimates of reserves as of December 31, 2024 were prepared using the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month within the 12-month period ended December 31, 2024, in accordance with SEC guidelines. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. The reserve estimates represent Viper’s net revenue interest in the subject properties. Although Viper’s management believes these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates. MBOE equivalents are calculated using a conversion rate of six MMcf per one MBbl for natural gas.

Standardized Measure

The following table presents the pro forma condensed combined standardized measure of discounted future net cash flows attributable to the proved oil and natural gas reserves of Viper, the 2025 Drop Down and the Sitio Transaction as of December 31, 2024. The pro forma condensed combined standardized measure shown below represents estimates only and has not been adjusted for projected combined income tax rates and does not reflect the market value of the reserves attributable to the acquired mineral and royalty interests.


	December 31, 2024
	Viper Historical			2025 Drop Down			Viper Pro Forma Combined			Sitio Acquisition			Pro Forma Combined
	(In millions)
Future cash inflows	$	8,323		$	4,796		$	13,119		$	3,775		$	16,894
Future production taxes		(578	)		(339	)		(917	)		(295	)		(1,212	)
Future income tax expense		(748	)		(25	)		(773	)		(224	)		(997	)

Future net cash flows		6,997			4,432			11,429			3,256			14,685
10% discount to reflect timing of cash flows		(3,677	)		(2,197	)		(5,874	)		(1,494	)		(7,368	)

Standardized measure of discounted future net cash flows	$	3,320		$	2,235		$	5,555		$	1,762		$	7,317

Principal changes in the standardized measure of discounted future net cash flows attributable to proved reserves are as follows:


	Year Ended December 31, 2024
	Viper Historical			2025 Drop Down			Viper Pro Forma Combined			Sitio Acquisition			Pro Forma Combined
	(In millions)
Standardized measure of discounted future net cash flows at the beginning of the period	$	3,187		$	2,543		$	5,730		$	1,758		$	7,488
Purchase of minerals in place		355			—			355			290			645
Divestiture of reserves		(51	)		—			(51	)		—			(51	)
Sales of oil and natural gas, net of production costs		(793	)		(429	)		(1,222	)		(564	)		(1,786	)
Extensions and discoveries		640			—			640			323			963
Net changes in prices and production costs		(438	)		(147	)		(585	)		(207	)		(792	)
Revisions of previous quantity estimates		(85	)		10			(75	)		16			(59	)
Net changes in income taxes		70			2			72			11			83
Accretion of discount		374			256			630			190			820
Net changes in timing of production and other		61			—			61			(55	)		6

Standardized measure of discounted future net cash flows at the end of the period	$	3,320		$	2,235		$	5,555		$	1,762		$	7,317