[Form 4] Sitio Royalties Corp. Insider Trading Activity

Rhea-AI Filing Summary

Sitio Royalties Corp. director Richard K. Stoneburner reported a disposition of 40,606 shares of Sitio Class A common stock on 08/19/2025 related to the closing of a merger with Viper Energy, Inc. The Form 4 states the company was acquired in an all-equity transaction under an Agreement and Plan of Merger dated June 2, 2025, in which Sitio became a wholly owned subsidiary of New Viper. Following the reported transaction the reporting person shows 0 shares beneficially owned. The filing also notes that deferred restricted stock units vested and were converted into New Viper shares at a conversion ratio of 0.4855 per Sitio Class A share.

Positive

• Merger consummated converting Sitio into a subsidiary of New Viper, completing a strategic transaction
• Deferred RSUs vested and converted under merger terms, providing clear settlement mechanics at a 0.4855 conversion ratio

Negative

• Reporting person shows 0 Sitio Class A shares beneficially owned following the reported transaction, eliminating direct holdings in the prior equity class
• Form 4 reports disposition of 40,606 shares, which reduces insider exposure to Sitio's pre-merger equity

Insights

Financial Analyst

TL;DR: Insider disposition reflects merger consideration mechanics, not an open-market sale; ownership reduced to zero for reported class.

The Form 4 documents a non-market disposition of 40,606 Sitio Class A shares on the effective date of the Merger Agreement with Viper Energy/New Viper. This appears to be a conversion/settlement event tied to the corporate transaction rather than a voluntary sale, and the filing reports 0 shares of Sitio Class A beneficially owned afterward. The note on RSU acceleration and a 0.4855 conversion factor clarifies how equity awards were settled into New Viper equity. For investors, this filing primarily confirms completion mechanics and insider position changes resulting from the acquisition.

Corporate Governance Expert

TL;DR: Filing documents merger consummation effects on insider holdings and accelerated vesting of equity awards.

The disclosure is procedural: it reports the cancellation/conversion of deferred restricted stock units upon the Sitio Pubco Merger and a resulting disposition of 40,606 Sitio Class A shares by the reporting director. The form identifies the reporter as a director and shows the transaction date of 08/19/2025. No separate voluntary sale or unusual insider trading activity is indicated; the changes stem from merger contract terms that accelerate vesting and convert awards at a specified ratio (0.4855), consistent with typical change-in-control provisions.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STONEBURNER RICHARD K

(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		40,606	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/ Richard K. Stoneburner, 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard K. Stoneburner report on Form 4 for STR?

The Form 4 reports a disposition of 40,606 Sitio Class A common shares on 08/19/2025 related to the merger with Viper/New Viper, leaving 0 Sitio Class A shares beneficially owned.

Why were the shares disposed on 08/19/2025 in the STR Form 4?

The disposition resulted from the closing of the Merger Agreement; the Sitio Pubco Merger converted outstanding Sitio shares and awards as part of the all-equity transaction.

How were Sitio restricted stock units handled in the merger?

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

Does the Form 4 indicate a market sale by the insider (STR)?

No. The Form 4 states the disposition occurred pursuant to the Merger Agreement and does not reflect an open-market sale by the reporting person.

What is the transaction date reported on the STR Form 4?

The transaction date reported is 08/19/2025.