Sitio Royalties STR Form 4 — PSUs Vested and Equity Converted in Merger
Rhea-AI Filing Summary
Andrew D. McDavid, Executive Vice President, Corporate Development of Sitio Royalties Corp. (STR), reported transactions on 08/19/2025 that were consummated as part of the merger described in the Agreement and Plan of Merger dated June 2, 2025. The filing shows the reporting person acquired 221,999 Class A shares (reported as acquisition) and disposed of 456,028 Class A shares and disposed of 102,006 Class C shares, resulting in 0 Class A and Class C shares beneficially owned after the transactions. The Form 4 also reports the cancellation and conversion of outstanding performance-based restricted stock units (PSUs) and restricted stock units into New Viper securities under an exchange ratio of 0.4855, and the cancellation of Sitio Opco units in exchange for Viper Opco units and New Viper Class B shares. The Form 4 states the dispositions occurred solely pursuant to the Merger Agreement and does not reflect any open-market sales.
Positive
- Merger consummated: Transactions were completed under the Agreement and Plan of Merger, effecting the corporate combination.
- PSUs vested and converted: Performance-based restricted stock units vested and were converted into New Viper securities under the disclosed exchange ratio (0.4855).
- Transparent reporting: The Form 4 specifies that dispositions were pursuant to the Merger Agreement and not open-market sales.
Negative
- Class C canceled with no consideration: Each Sitio Class C share was canceled and no consideration was delivered per the Merger Agreement.
- Reporting person holds no Sitio common stock post-transaction: Beneficial ownership of Sitio Class A and Class C common stock reported as zero after the transactions.
Insights
TL;DR: Merger closing converted Sitio equity awards and partnership units into New Viper securities, leaving reported Sitio common holdings at zero.
The Form 4 records changes tied directly to the corporate merger with Viper and related entities. The 221,999 PSUs/restricted units were treated as vested and converted under the stated 0.4855 exchange ratio, generating entitlement to New Viper shares rather than cash. The reported disposals of 456,028 Class A and 102,006 Class C shares reflect merger consideration mechanics rather than market transactions. For investors, this filing documents the administrative conversion of insider holdings into the combined entity rather than liquidity-driven sales; it clarifies insider exposure to the successor capital structure but does not show open-market divestiture.
TL;DR: Insider reporting aligns with Merger Agreement terms; PSUs vested and equity interests converted per the merger.
The Form 4 provides a clear, rule-compliant record that equity awards vested at the Sitio Pubco Merger Effective Time and were converted into New Viper securities. The cancellation of Class C common stock with no consideration and the conversion of partnership units are explicitly disclosed, which is consistent with merger mechanics described in the filing. The report indicates the transactions were effectuated under the Merger Agreement, reducing Sitio-level equity holdings to zero for the reporting person. From a governance perspective the filing appears complete and appropriately documents the treatment of incentive awards and partnership units on closing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Sitio Royalties Operating Partnership, LP Units | 102,006 | $0.00 | -- |
| Exercise | Performance Stock Units | 221,999 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 221,999 | $0.00 | -- |
| Disposition | Class A Common Stock | 456,028 | $0.00 | -- |
| Disposition | Class C Common Stock | 102,006 | $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 (the "Opco Merger"), 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 performance-based restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock") (each, a "Sitio PSU Award") and each award of restricted stock units in respect of Sitio Class A Common Stock, in each case, outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective (the "Sitio Pubco Merger Effective Time") immediately vested in full (to the extent unvested) (with the satisfaction of any performance goals in respect of any incomplete performance period for any Sitio PSU Award determined based on target performance) (Continued from footnote 4) 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 (the "Exchange Ratio"), in respect of each share of Sitio Class A Common Stock subject thereto. Pursuant to the Merger Agreement, each share of the Company's Class C common stock, par value $0.0001 per share, was canceled and ceased to exist, and no consideration was delivered in exchange therefor. Pursuant to the Merger Agreement, each Sitio Opco unit (which is a common unit representing limited partnership interests in Sitio Royalties Operating Partnership, LP) other than any Sitio Opco units held by New Viper, Viper, the Company or by any wholly owned subsidiary of New Viper, Viper, or the Company immediately prior to the time and date that the Opco Merger became effective (the "Opco Merger Effective Time") issued and outstanding immediately prior to the Opco Merger Effective Time, and all rights in respect thereof was treated as an unrestricted Sitio Opco unit for all purposes of the Merger Agreement, pursuant to which such Sitio Opco units were canceled and were converted into the right to receive (A) a number of Viper Opco units equal to the Exchange Ratio and (B) a number of shares of Class B common stock, par value $0.000001 per share, of New Viper equal to the Exchange Ratio.
