Sitio Royalties Form 4 Shows Equity Conversions After Viper Merger
Rhea-AI Filing Summary
Sitio Royalties Corp. reported insider ownership changes tied to its acquisition by New Viper as part of a multi-step merger completed on 08/19/2025. The filing shows Carrie L. Osicka disposed of 409,682 shares of Sitio Class A common stock and 47,208 shares of Class C common stock and saw 276,574 performance stock units converted into 276,574 Class A common stock equivalents before cancelation or conversion under the merger terms. Sitio Opco units vested and were converted into Viper Opco units and New Viper Class B shares based on an exchange ratio of 0.4855. Class C shares were canceled with no consideration. The Form 4 reports only dispositions and conversions under the Merger Agreement and does not reflect open-market sales.
Positive
- Merger consummation completed, resulting in conversion of equity awards into New Viper instruments under agreed terms
- Performance awards vested and converted rather than forfeited, preserving value for award holders through the transaction
- Sitio Opco units converted into Viper Opco units and New Viper Class B shares, creating continuity of economic interest
Negative
- Class C common shares were canceled with no consideration, eliminating value for holders of that class under the transaction
- Reporting person no longer holds Sitio Class A shares following conversion/disposition, reducing direct Sitio equity ownership disclosure
Insights
TL;DR: Insider holdings were converted and canceled under a completed all-equity merger; meaningful ownership reclassification occurred.
The reported transactions stem entirely from the Merger Agreement consummated 08/19/2025. Performance-based RSUs vested and converted at a fixed Exchange Ratio into New Viper equity, and vested partnership units converted into Viper Opco units plus Class B stock equivalents. Class C common shares were canceled without consideration, reducing legacy capital structure complexity. For investors this represents a corporate control change and reallocation of equity from Sitio instruments into New Viper/Viper Opco instruments rather than open-market dispositions.
TL;DR: The filing documents internal corporate reorganization of equity holdings tied to the merger, not voluntary insider sales.
The Form 4 clarifies that the reporting person’s changes are consequences of merger mechanics: vesting, conversion, and cancellations prescribed by the Merger Agreement dated 06/02/2025. The cancellation of Class C shares with no consideration is notable from a governance perspective because it eliminates that share class for holders in the transaction. The disclosure is procedural and material to ownership tracking post-merger.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Sitio Royalties Operating Partnership, LP Units | 47,208 | $0.00 | -- |
| Exercise | Performance Stock Units | 276,574 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 276,574 | $0.00 | -- |
| Disposition | Class A Common Stock | 409,682 | $0.00 | -- |
| Disposition | Class C Common Stock | 47,208 | $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 ("Sitio Class C Common Stock"), including each share subject to an award of restricted securities consisting of Sitio Opco units and an equivalent number of shares of Sitio Class C Common Stock, 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, immediately vested in full (to the extent unvested) and 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.
