STR Form 4: Insider Ownership Drops to Zero After Merger Conversion

Rhea-AI Filing Summary

Sitio Royalties Corp. insider Noam Lockshin reported a disposition of 51,037 shares of Class A common stock on 08/19/2025. The filing shows the sale occurred because the Merger Agreement among Sitio, New Viper and related entities was consummated on that date, resulting in Sitio becoming a subsidiary of New Viper and a conversion of equity awards. Following the reported transaction the reporting person beneficially owned 0 shares of Sitio Class A common stock. The Form 4 notes that deferred restricted stock units fully vested and were canceled and converted into New Viper Class A shares at a conversion ratio of 0.4855 per Sitio share. The form was signed by attorney-in-fact Brett S. Riesenfeld.

Positive

• Transaction executed pursuant to a completed Merger Agreement, indicating the disposition was part of a planned corporate transaction
• Deferred restricted stock units vested and converted into New Viper shares at a disclosed conversion ratio of 0.4855 per Sitio share, showing defined treatment of equity awards

Negative

• Reporting person’s beneficial ownership of Sitio Class A common stock reduced to 0 following the reported transaction
• Form 4 does not report any separate open-market sales, so post-merger liquidity or retention of New Viper shares is not disclosed here

Insights

Financial Analyst

TL;DR: Insider disposition tied to a corporate merger; ownership reduced to zero and awards converted under stated ratio.

The Form 4 documents a non-discretionary disposition of 51,037 Sitio Class A shares by director Noam Lockshin on 08/19/2025, executed pursuant to the Merger Agreement that completed that day. The filing does not report open-market sales but reflects conversion and cancellation mechanics driven by the corporate transaction. The conversion of deferred restricted stock units into New Viper Class A shares at a 0.4855 ratio is disclosed, which is a contractual equity exchange rather than an opportunistic sale. For investors, this is a routine ownership reconciliation after a company-sale event rather than an independent liquidity signal.

M&A Specialist

TL;DR: The disposition is a merger-related closing adjustment; equity awards vested and converted per the merger terms.

The explanatory notes tie the reported disposition directly to the multi-step merger structure: public-company mergers that resulted in Sitio becoming a New Viper subsidiary and a subsequent Opco merger. The Form 4 clarifies that deferred restricted stock units immediately vested, were canceled, and converted into New Viper shares based on a 0.4855-for-1 exchange. This filing documents post-closing equity mechanics that implement merger consideration and does not disclose separate voluntary disposals or market transactions by the reporting person.

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^*

Lockshin Noam

(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		51,037	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/ Noam Lockshin, 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.
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FAQ

What did Noam Lockshin report on the Form 4 for STR?

Noam Lockshin reported a disposition of 51,037 shares of Sitio Class A common stock on 08/19/2025, and his beneficial ownership in Sitio Class A stock is shown as 0 after the transaction.

Why were the shares disposed of according to the filing?

The disposition resulted from the consummation of a Merger Agreement dated June 2, 2025, completed on 08/19/2025, which converted and canceled Sitio equity as part of the transaction.

How were deferred restricted stock units treated in the merger?

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

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

No. The Form 4 states the reported disposition was pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person.

Who signed the Form 4 and when?

The form was signed by Noam Lockshin via attorney-in-fact Brett S. Riesenfeld on 08/19/2025.