STR Form 4: 40,606 Shares Converted as Sitio Acquired by New Viper
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 40,606 | $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, 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 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.
