STR Form 4: Chief Accounting Officer reports disposition tied to merger

Rhea-AI Filing Summary

Ward R. Bass, listed as an officer (Chief Accounting Officer), reported on Form 4 the disposition of 12,862 shares of Sitio Royalties Corp. Class A common stock on 08/19/2025. The filing states these dispositions occurred pursuant to the Agreement and Plan of Merger dated June 2, 2025, under which New Viper completed an all-equity acquisition of Sitio through a series of mergers. As part of the Sitio Pubco Merger, outstanding restricted stock units in Sitio Class A common stock vested, were canceled, and converted into New Viper Class A shares at a conversion factor of 0.4855 per Sitio share. The Form 4 reports the reporting person holds 0 Sitio Class A shares following the transaction and is signed by an attorney-in-fact on 08/19/2025.

Positive

• Merger consummated: The Agreement and Plan of Merger was consummated on 08/19/2025, completing the transaction described.
• RSUs treated favorably under agreement: Restricted stock units vested in full, were canceled, and converted into New Viper shares at a disclosed conversion factor of 0.4855 per Sitio share.

Negative

• Reporting person disposed of Sitio shares: The Form 4 reports a disposition of 12,862 Sitio Class A shares, leaving the reporting person with 0 Sitio Class A shares.
• Loss of direct Sitio ownership: Post-transaction beneficial ownership of Sitio Class A common stock is reported as 0, eliminating the reporter's direct equity stake in Sitio.

Insights

Corporate Governance Expert

TL;DR: Insider reported a disposition of all Sitio Class A shares due to a corporate merger, with RSUs accelerated and converted under merger terms.

The Form 4 documents a transaction driven by a definitive Merger Agreement rather than an open-market sale, indicating the insider's change in Sitio ownership resulted from a controlled corporate combination. The report shows 12,862 Sitio Class A shares were disposed and the reporter now holds 0 Sitio shares. The filing clarifies that restricted stock units vested and converted into New Viper equity at a stated conversion ratio of 0.4855, which is a mechanical outcome of the merger considerations, not an independent voluntary trade.

M&A Specialist

TL;DR: The disclosure reflects consummation of an all-equity acquisition; equity awards were accelerated and converted per the merger agreement.

The explanation confirms the Merger Agreement closed on 08/19/2025 and describes a multi-step public-company merger sequence resulting in Sitio becoming a subsidiary of New Viper. The conversion of RSUs and cancellation of Sitio Class A shares are standard merger mechanics. The Form 4 specifically reports the disposition quantity (12,862) and that post-transaction Sitio holdings are zero, indicating complete conversion/disposition of the reporting person's Sitio equity position as of the merger effective date.

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^*

Bass Ward 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)

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

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		12,862	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 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/ Ward R. Bass, 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.
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FAQ

What transaction is reported on the Form 4 for Sitio Royalties (STR)?

The Form 4 reports the disposition of 12,862 Sitio Class A shares on 08/19/2025 pursuant to the Agreement and Plan of Merger with New Viper.

Who filed the Form 4 and what is their role at Sitio?

The reporting person is Ward R. Bass, identified as an officer with title Chief Accounting Officer.

What happened to Sitio restricted stock units in the merger?

Outstanding restricted stock units vested in full, were canceled, and converted into New Viper Class A shares at a conversion factor of 0.4855 per Sitio share.

What is the reporting person's Sitio share ownership after the transaction?

The Form 4 states the reporting person beneficially owns 0 Sitio Class A shares following the reported transaction.

When did the merger described in the Form 4 become effective?

The transactions contemplated by the Merger Agreement were consummated on 08/19/2025 as stated in the filing.