Form 4: STR director's holdings converted and disposed in New Viper merger

Rhea-AI Filing Summary

John R. Sult, a director of Sitio Royalties Corp. (STR), reported on Form 4 that on 08/19/2025 he disposed of 104,955 shares of the company’s Class A common stock, leaving him with 0 shares beneficially owned for that class. The Form 4 states the disposition was part of the consummation of an all-equity merger under the Agreement and Plan of Merger dated June 2, 2025, in which New Viper acquired Sitio through a series of statutory mergers with Viper Energy entities. Deferred restricted stock units in Sitio vested and were converted into New Viper Class A shares at a conversion ratio of 0.4855 per Sitio share as provided in the merger agreement. The Form 4 was filed by one reporting person and signed by an attorney-in-fact.

Positive

• Merger consummated pursuant to the Agreement and Plan of Merger, completing the corporate transaction.
• Deferred restricted stock units vested and converted into New Viper Class A shares at a disclosed conversion ratio of 0.4855 per Sitio share.
• Form 4 discloses director-level transaction and appears to follow Section 16 reporting requirements, including signature by attorney-in-fact.

Negative

• Reporting person disposed of 104,955 shares of Sitio Class A common stock, resulting in 0 beneficial ownership of that class.
• Disposition reduced director holdings to zero for the reported class of Sitio stock, which may materially change insider ownership structure.

Insights

Financial Analyst

TL;DR The Form 4 documents a director-level disposition tied to a corporate merger that materially changed equity holdings.

The filing confirms that the reported sale of 104,955 Sitio Class A shares by director John R. Sult was executed as part of the closing mechanics of an all-equity acquisition by New Viper pursuant to the June 2, 2025 merger agreement. The report clarifies treatment of deferred restricted stock units: they immediately vested, were canceled, and converted into New Viper Class A shares at a 0.4855 conversion ratio. This is a transactional reporting of ownership changes resulting from the corporate reorganization rather than an independent open-market sale.

Corporate Governance Expert

TL;DR Director-level ownership was eliminated in connection with the Merger, with RSUs vesting and converting under merger terms.

The Form 4 shows clear compliance with Section 16 reporting: the disposition and resulting zero ownership in Sitio Class A stock are disclosed, and the signature by an attorney-in-fact is included. The filing ties the disposition to the Merger Agreement's mechanics, including accelerated vesting and conversion of deferred restricted stock units into New Viper shares at the specified 0.4855 ratio. The disclosure is procedural and directly documents the corporate transaction's effect on insider holdings.

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^*

SULT JOHN 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		104,955	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/ John R. Sult, 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Sitio Royalties Corp. (STR) director John R. Sult report on Form 4?

The Form 4 reports that John R. Sult disposed of 104,955 shares of Sitio Class A common stock on 08/19/2025, leaving him with 0 shares of that class.

Why were the shares disposed on 08/19/2025 according to the filing?

The filing states the disposition occurred in connection with the consummation of an all-equity merger under the Agreement and Plan of Merger dated June 2, 2025 by New Viper and related entities.

What happened to deferred restricted stock units held by Sitio insiders?

Deferred restricted stock units immediately vested, were canceled, and were converted into New Viper Class A shares at a conversion ratio of 0.4855 per Sitio share as described in the merger agreement.

Who filed the Form 4 and how was it signed?

The Form 4 was filed by one reporting person, John R. Sult, and the signature on the form is by Brett S. Riesenfeld as attorney-in-fact dated 08/19/2025.

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

No. The Form 4 states it only reports the disposition of securities pursuant to the Merger Agreement and does not reflect sales of securities by the reporting person.