Sitio-Viper Merger: 36,495,520 Units Converted; Kimmeridge Reports Zero Ownership
Rhea-AI Filing Summary
Sitio Royalties Corp. (STR) completed its merger with Viper Energy, Inc. on August 19, 2025, triggering a conversion and cancellation of certain securities held by the Kimmeridge Companies. In the transaction, 36,495,520 Sitio Royalties Operating Partnership, LP Units were converted into 17,718,574 limited liability company membership common units in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock of the new holding company formed by the merger.
Also on closing, 36,495,520 shares of Sitio Class C Common Stock and 183,394 Allocation Rights held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, Kimmeridge Energy Management Company, LLC reports that it no longer beneficially owns any securities of the issuer; the filing clarifies the Reporting Person acts as investment adviser to KMF DPM HoldCo, LLC and Chambers DPM HoldCo, LLC.
Positive
- Merger completion of Sitio Royalties Corp. and Viper Energy, Inc. on August 19, 2025 is explicitly disclosed
- Conversion of 36,495,520 Sitio Opco Units into membership units and Class B shares is documented with exact amounts
- Reporting Person now reports no beneficial ownership following the conversion and cancellations
Negative
- None.
Insights
TL;DR Merger closed on August 19, 2025, converting partnership units into new holding company equity and cancelling Class C shares.
The filing documents the structural equity changes resulting from the Sitio-Viper merger: 36,495,520 Sitio Opco Units became 17,718,574 membership units in Viper Energy Partners LLC and 17,718,574 Class B shares in the new holding company, while 36,495,520 Class C shares were cancelled. These are ownership reclassifications tied to the merger mechanics rather than open-market trades. The Reporting Person now reports zero beneficial ownership, which is a direct consequence of the conversion and cancellations disclosed.
TL;DR Form 4 documents post-merger ownership restructuring and confirms the adviser’s limited beneficial claim.
The statement clarifies that Kimmeridge Energy Management Company, LLC acted as investment adviser to KMF HoldCo and Chambers HoldCo and disclaims beneficial ownership except for any pecuniary interest. The filing includes a deputization note explaining a board-related director linkage. This is a compliance disclosure of ownership changes following a corporate transaction rather than a separate insider sale.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Sitio Royalties Operating Partnership, LP Units | 36,495,520 | $0.00 | -- |
| Disposition | Allocation Rights | 183,394 | $0.00 | -- |
| Disposition | Class C Common Stock | 36,495,520 | $0.00 | -- |
Footnotes (1)
- The closing of Sitio Royalties Corp's ("Sitio") previously announced merger with Viper Energy, Inc., a Delaware corporation occurred on August 19, 2025. In connection with the closing, 36,495,520 Sitio Royalties Operating Partnership, LP Units ("Sitio Opco Units") held by the Kimmeridge Companies (as defined below) were converted into 17,718,574 common units representing limited liability company membership interests in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock, par value $0.000001 per share, of the new holding company resulting from the merger ("New Viper"). In addition, in connection with the closing, 36,495,520 shares of Class C Common Stock held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, the Reporting Person no longer beneficially owns any securities. The securities to which this filing relates were held directly by KMF DPM HoldCo, LLC ("KMF HoldCo") and Chambers DPM HoldCo, LLC ("Chambers HoldCo"). (the "Kimmeridge Companies") Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (the "Reporting Person"), acts as the investment adviser to the parent company of each of KMF HoldCo and Chambers HoldCo. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. Each Allocation Right entitled the Reporting Person to receive one share of Sitio Class C Common Stock and one Sitio Opco Unit to the extent any shares of Sitio Class C Common Stock and Sitio Opco Units were forfeited by the holders thereof. In connection with the closing, the Allocation Rights were cancelled and ceased to exist.
