STR insider reports zero Sitio shares after all‑equity merger with New Viper

Rhea-AI Filing Summary

Sitio Royalties Corp. director Claire Harvey reported a disposition of all her Class A common shares due to a merger consummated on 08/19/2025. The Form 4 shows Ms. Harvey disposed of 68,675 shares of Sitio Class A common stock in connection with the Agreement and Plan of Merger dated June 2, 2025, by which New Viper acquired Sitio in an all-equity transaction. As part of the Sitio Pubco Merger, deferred restricted stock units for Sitio Class A shares vested, were canceled, and converted into New Viper Class A shares at a ratio of 0.4855 New Viper shares per Sitio share. Following the reported transaction Ms. Harvey beneficially owns 0 shares of Sitio Class A common stock.

Positive

• Merger consummated on 08/19/2025, completing the Agreement and Plan of Merger described in the filing
• Deferred restricted stock units vested and converted into New Viper Class A shares at a 0.4855 exchange ratio per Sitio share

Negative

• Reporting person disposed of 68,675 Sitio Class A shares, and now beneficially owns 0 shares of Sitio Class A common stock
• Insider ownership in Sitio reduced to zero following the reported transaction (reflects corporate reorganization)

Insights

Financial Analyst

TL;DR: Director disposed of all Sitio Class A shares as part of an all-equity merger; insider ownership in Sitio is now zero.

The Form 4 documents a non-sale disposition of 68,675 Sitio Class A shares by director Claire Harvey dated 08/19/2025, occurring through the Merger Agreement with New Viper. The filing clarifies the corporate transaction mechanics: Pubco Mergers and the downstream merger of operating partnerships resulted in conversion of deferred restricted stock units into New Viper Class A shares at a 0.4855 exchange ratio. This report only records the disposition of Sitio securities and does not reflect any separate market sales by the reporting person. For investors, the filing confirms completion of the specified merger steps and the equity conversion terms disclosed.

Corporate Governance Expert

TL;DR: Filing confirms merger closing and vesting/cancellation of Sitio RSUs with conversion into New Viper equity.

The disclosure is procedural and compliant with Section 16 reporting: it records the automatic vesting and cancellation of deferred restricted stock units upon effectiveness of the Sitio Pubco Merger and the conversion mechanics into New Viper shares. The reporting person’s Sitio Class A beneficial ownership is reported as zero post-transaction, reflecting the corporate reorganization rather than an open-market disposition. The Form 4 serves as confirmation of transaction execution and the equity treatment described in the Merger Agreement.

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^*

Harvey Claire

(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		68,675	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/ Claire Harvey, 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 transaction did Claire Harvey report on Form 4 for STR?

She reported the disposition of 68,675 Sitio Class A shares on 08/19/2025 pursuant to the Merger Agreement with New Viper.

Why were the Sitio shares disposed of according to the Form 4?

The shares were disposed of as part of the consummation of the Merger Agreement under which New Viper acquired Sitio in an all-equity transaction.

What happened to deferred restricted stock units held by Sitio holders?

Deferred RSUs fully vested, were canceled, and converted into New Viper Class A shares at a ratio of 0.4855 New Viper shares per Sitio share.

How many Sitio Class A shares does Claire Harvey own after the transaction?

She beneficially owns 0 shares of Sitio Class A common stock following the reported transaction.

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

No. The filing states it only reports the disposition pursuant to the Merger Agreement and does not reflect sales of securities by the reporting person.