Viper Energy Partners (VNOM) Proxy Filing summary

Executive summary

• Entered into definitive agreements to acquire mineral and royalty interests from Diamondback subsidiaries and Morita Ranches Minerals LLC, totaling $1.211 billion in cash and 72 million OpCo units, with closings expected in Q1 and Q2 2025.

• Combined acquisitions add 23,100 net royalty acres in the Midland Basin and 1,700 in the Delaware and Williston Basins, with expected FY 2025 average daily oil production of 18,000 Bo/d.

• Transactions are expected to be over 10% accretive to cash available for distribution per Class A share immediately upon closing.

• Pro forma, oil production increases by 69% and Permian net royalty acres by 69%, with significant scale and enhanced balance sheet strength.

• Acquisitions provide substantial near- and long-term financial accretion and high confidence in near-term development and production growth.

Voting matters and shareholder proposals

• The Drop Down acquisition is subject to approval by a majority of stockholders not affiliated with Diamondback.

• A special meeting will be called for stockholder approval, with proxy materials to be mailed after SEC filing.

Board of directors and corporate governance

• Information about directors, executive officers, and related party transactions is available in prior SEC filings and will be included in the proxy statement.

• Diamondback, as parent and major stockholder, and Viper’s directors and officers are participants in the proxy solicitation.