STR Insider Filing: PSUs Vested and Shares Converted in Viper Merger

Rhea-AI Filing Summary

Jarret J. Marcoux, Executive Vice President, Operations of Sitio Royalties Corp. (STR) reported transactions tied to the merger with Viper Energy on 08/19/2025. The Form 4 records dispositions and conversions under the Merger Agreement: 330,176 shares of Sitio Class A common stock and 38,732 shares of Sitio Class C common stock were disposed/canceled, and 38,732 Sitio Opco units were canceled and converted. Performance-based restricted stock units vested and were converted into rights to New Viper Class A common stock equal to 221,999 underlying shares (per the exchange provisions). The filing states these changes result from the all-equity merger and are not open-market sales; following the reported transactions the reporting person shows zero remaining beneficial ownership in the listed Sitio securities.

Positive

• Merger completion accomplished on 08/19/2025, effecting the agreed all-equity combination with Viper Energy and related entities
• Performance-based awards vested and converted into New Viper Class A stock rights, providing value realization for holders
• Form 4 discloses transactions transparently as merger-related dispositions rather than undisclosed market sales

Negative

• Sitio Class C common stock was canceled with no separate consideration delivered per the Merger Agreement
• Reporting person’s beneficial ownership in reported Sitio securities reduced to zero, indicating no remaining direct interest in pre-merger Sitio equity

Insights

M&A Specialist

TL;DR: Merger closed; equity awards vested and were converted per the exchange ratio, effectuating a full ownership rollover into the acquirer’s capital structure.

The Form 4 documents the consummation of the Merger Agreement between Sitio Royalties and New Viper/Viper entities on 08/19/2025. Material mechanics: performance-based RSUs vested at conversion, Sitio Opco units and Sitio Class C shares were canceled without separate cash consideration, and converted into New Viper securities according to the exchange ratio. This is a structural change in capital ownership driven by an all-equity acquisition rather than open-market dispositions; it repositions former Sitio holders into Viper’s equity framework.

Corporate Governance Expert

TL;DR: Insider filing documents expected post-closing equity adjustments; no indication of undisclosed sales or irregular governance actions.

The filing clarifies that the reporting person’s reported disposals were effectuated under the Merger Agreement and reflect cancellations and conversions of awards and partnership units. The Form 4 notes vested PSUs and conversion mechanics and expressly states it does not report open-market sales. From a governance perspective, this is a routine insider reporting item following a corporate combination, showing compliance with Section 16 reporting obligations.

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^*

Marcoux Jarret J.

(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)
	See Remarks

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		A		221,999	A	(1)(2)(3)(4)(5)	330,176	D
Class A Common Stock	08/19/2025		D		330,176	D	(1)(2)(3)(4)(5)	0	D
Class C Common Stock	08/19/2025		D		38,732	D	(1)(2)(3)(6)	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
Sitio Royalties Operating Partnership, LP Units	(1)(2)(3)(7)	08/19/2025		D			38,732	(7)	(7)	Class A Common Stock	38,732	(1)(2)(3)(7)	0	D
Performance Stock Units	(1)(2)(3)(4)(5)	08/19/2025		M			221,999	(4)(5)	(4)(5)	Class A Common Stock	221,999	(1)(2)(3)(4)(5)	0	D

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 (the "Opco Merger"), 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 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)

5. (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.

6. 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.

7. 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.

Remarks:

Executive Vice President, Operations

	/s/ Jarret J. Marcoux, by Brett S. Riesenfeld as Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What did Jarret J. Marcoux report on Form 4 for Sitio Royalties (STR)?

The Form 4 reports merger-related dispositions and conversions on 08/19/2025, including 330,176 Class A shares disposed, 38,732 Class C shares canceled, conversion of 38,732 Sitio Opco units, and 221,999 performance-based units vested/converted.

Were the reported transactions open-market sales for STR?

No. The filing explicitly states the dispositions were made pursuant to the Merger Agreement and do not reflect open-market sales.

What happened to Sitio Class C common stock in the merger?

Each Sitio Class C share was canceled and ceased to exist under the Merger Agreement, and no separate consideration was delivered in exchange.

Did performance stock units (PSUs) convert in the transaction?

Yes. Outstanding Sitio PSUs vested to the extent unvested, were converted based on target performance where applicable, and were converted into rights to New Viper Class A shares equal to the exchange provisions (221,999 underlying shares reported).

What is the reporting person’s role and location?

The reporting person is Jarret J. Marcoux, Executive Vice President, Operations, with an address listed at 1401 Lawrence Street, Suite 1750, Denver, CO 80202.