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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 68,675 | $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.
