STR Form 4: Conoscenti reports PSUs vested and shares converted in Viper merger
Rhea-AI Filing Summary
Christopher L. Conoscenti, Sitio Royalties Corp. director and Chief Executive Officer, reported transactions on 08/19/2025 related to the closing of a merger with New Viper (Viper Energy, Inc. and affiliates). The Form 4 shows Conoscenti acquired 576,389 Class A shares (performance stock units converted) and disposed of 865,610 Class A shares and 71,826 Class C shares as part of the transaction. Sitio Opco units and Sitio PSUs vested and were converted into New Viper securities using an exchange ratio of 0.4855. Class C shares were canceled with no consideration delivered. The filing reports dispositions and conversions pursuant to the Merger Agreement and does not reflect open-market sales.
Positive
- Merger consummated: The Merger Agreement was executed and closed, effecting the planned corporate combination with New Viper.
- Equity awards vested and converted: Outstanding Sitio PSUs and Sitio Opco units vested (to the extent unvested) and were converted into New Viper securities under the stated 0.4855 exchange ratio.
Negative
- Class C common stock canceled: Each Sitio Class C share was canceled with no consideration delivered, eliminating value for that share class as reported.
- Reported dispositions reduce Sitio holdings: The filing shows disposition of 865,610 Class A shares and 71,826 Class C shares as part of the merger transactions, resulting in zero beneficial ownership in those reported classes post-transaction.
Insights
TL;DR: The Form 4 documents merger-driven equity conversions and cancellations, reflecting transaction mechanics rather than voluntary insider sales.
The filing records consummation of a complex multi-step merger among Sitio Royalties, New Viper and affiliates that converted Sitio equity and partnership units into New Viper securities under a stated Exchange Ratio of 0.4855. Performance stock units vested and converted, and Sitio Opco units were treated as unrestricted then converted. The insider’s reported dispositions are attributable to the merger mechanics described in the Merger Agreement, not open-market dispositions; Class C common stock was canceled without consideration, which materially changes the reported capital structure for holders of that class.
TL;DR: Insider holdings shifted into New Viper securities via contractual exchange; the filing documents corporate reorganization impacts on beneficial ownership.
The Form 4 details how previously outstanding Sitio PSUs and Sitio Opco units vested and were converted into New Viper common stock and Opco units using the specified exchange mechanics. Reported post-transaction beneficial ownership for the reported classes falls to 0 in some categories (Class A/Class C/Class C-linked units), with 576,389 Class A share equivalents recorded as converted PSUs prior to cancellation. This is a material structural change for Sitio security holders, documented under the Merger Agreement, and appropriately reported as Form 4 dispositions/conversions rather than market sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Sitio Royalties Operating Partnership, LP Units | 71,826 | $0.00 | -- |
| Exercise | Performance Stock Units | 576,389 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 576,389 | $0.00 | -- |
| Disposition | Class A Common Stock | 865,610 | $0.00 | -- |
| Disposition | Class C Common Stock | 71,826 | $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 (the "Opco Merger"), 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 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) (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. 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. 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.
