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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 104,955 | $0.00 | -- |
Footnotes (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. 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. 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. 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.
