STR Insider Filing: Equity Conversion and Disposal After Viper Merger

Rhea-AI Filing Summary

Sitio Royalties Corp. (STR) insider filing reports the company was acquired and an officer/director's Sitio Class A shares were converted and disposed. The Form 4, filed for reporting person Morris R. Clark, shows that on 08/19/2025 the Merger Agreement with Viper Energy, Inc. and related entities was consummated, resulting in an all-equity acquisition of Sitio by New Viper. As part of the Sitio Pubco Merger, deferred restricted stock units vested in full, were cancelled and converted into New Viper Class A shares at a ratio of 0.4855 per Sitio share. The filing reports the disposition of 51,037 shares of Sitio Class A Common Stock and indicates the reporting person holds 0 shares of Sitio Class A following the transaction. The Form 4 only reports the disposition pursuant to the merger and does not reflect any open-market sales.

Positive

• Merger consummated on 08/19/2025 completing the all-equity acquisition by New Viper per the Merger Agreement
• Deferred restricted stock units vested and converted into New Viper Class A shares at a clear exchange ratio of 0.4855

Negative

• Reporting person disposed of 51,037 Sitio Class A shares and holds 0 Sitio Class A shares following the transaction
• Form 4 reports only the merger-related disposition and does not provide details on resulting New Viper holdings for the reporting person

Insights

M&A Specialist

TL;DR: Merger closed; insider stock positions in Sitio were converted and cancelled as part of an all-equity acquisition.

The filing documents the closing of a structured, all-equity transaction under a Merger Agreement dated June 2, 2025, where New Viper acquired Sitio via sequential mergers. The mechanics included Pubco Mergers and an Opco merger, and deferred restricted stock units in Sitio vested and were converted into New Viper Class A shares at a fixed exchange ratio of 0.4855. Reporting person Morris R. Clark disposed of 51,037 Sitio Class A shares as a direct consequence of the corporate combination, leaving him with zero Sitio Class A shares post-transaction. This is a transactional reporting of corporate change rather than an independent insider sale.

Corporate Governance Analyst

TL;DR: Governance effect is routine; equity awards accelerated and converted per merger terms.

The Form 4 confirms that award acceleration and conversion provisions were triggered by the Sitio Pubco Merger, causing unvested deferred restricted stock units to vest and be exchanged for New Viper stock. The filing clarifies the disposition reported is solely pursuant to the Merger Agreement and does not assert any additional sales. From a governance perspective, this reflects standard merger-related treatment of equity awards and a change in beneficial ownership reporting to reflect corporate reorganization.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clark Morris R

(Last) (First) (Middle)

1401 LAWRENCE STREET, SUITE 1750

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/19/2025		D		51,037	D	(1)(2)(3)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 19, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, (the "Merger Agreement"), by and among Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), 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 ("Viper Merger Sub"), Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Sitio Merger Sub"), Sitio Royalties Corp., a Delaware corporation (the "Company"), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ("Sitio Opco") were consummated.

2. Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement.

3. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person.

4. Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of deferred restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock"), outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective immediately vested in full (to the extent unvested) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855, in respect of each share of Sitio Class A Common Stock subject thereto.

	/s/ Morris R. Clark, by Brett S. Riesenfeld as Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What transaction does the Form 4 for STR report?

The Form 4 reports the consummation of the Merger Agreement with Viper/New Viper on 08/19/2025, resulting in the disposition of Sitio Class A shares by the reporting person.

How many Sitio Class A shares were disposed of by the reporting person?

The filing shows a disposition of 51,037 shares of Sitio Class A Common Stock and reports 0 Sitio Class A shares owned following the transaction.

Did unvested equity awards receive special treatment in the merger?

Yes. Pursuant to the Sitio Pubco Merger, deferred restricted stock units vested in full, were cancelled, and converted into New Viper Class A shares at a ratio of 0.4855 per Sitio share.

Does this Form 4 report any open-market sales by the reporting person?

No. The filing states it only reports the disposition pursuant to the Merger Agreement and does not reflect sales of securities by the reporting person.

Who is the reporting person on this Form 4?

The reporting person is Morris R. Clark, identified as a Director of Sitio Royalties Corp.