STR insider reports 48,995-share disposition tied to New Viper acquisition

Rhea-AI Filing Summary

Insider sale tied to corporate merger: This Form 4 reports that director Gayle Burleson disposed of 48,995 shares of Sitio Royalties Corp. Class A common stock on 08/19/2025 as part of the closing of a merger transaction.

The filing states the closing consummated the Agreement and Plan of Merger dated 06/02/2025 under which New Cobra Pubco, Inc. (New Viper) acquired Sitio in an all-equity transaction that included two public-company mergers and an operating partnership merger. Unvested deferred restricted stock units were converted into New Viper Class A shares at a ratio of 0.4855 New Viper shares per Sitio Class A share. After the reported disposition the reporting person holds 0 shares of Sitio Class A common stock.

Positive

• Transaction disclosed as merger-related: The disposition is reported as part of a corporate acquisition, clarifying it was not an independent open-market sale.
• Conversion ratio provided: The filing states the exact conversion rate of deferred restricted stock units to New Viper shares (0.4855 per Sitio share), which aids investor understanding of exchange mechanics.

Negative

• Reporting person holds no Sitio Class A shares post-transaction: The filing shows the reporting person beneficially owns 0 Sitio Class A shares following the disposition.
• Form 4 does not show New Viper holdings: This filing reports only the Sitio securities disposition and does not disclose the number of New Viper shares received by the reporting person.

Insights

Corporate Governance Expert

TL;DR: Director disposed of all Sitio Class A shares due to a structured all-equity merger; conversion terms disclosed.

The Form 4 documents a director-level disposition of 48,995 Sitio Class A shares on 08/19/2025 tied directly to the Merger Agreement dated 06/02/2025. The filing clarifies this was a transaction consummated pursuant to the merger rather than an open-market sale and that deferred restricted stock units converted into New Viper Class A shares at a fixed 0.4855 ratio per Sitio share. Reporting shows 0 Sitio Class A shares held post-transaction, consistent with the corporate reorganization that made Sitio a subsidiary of New Viper.

M&A Specialist

TL;DR: The disposition reflects completion of the Pubco and Opco mergers in an all-equity structure with explicit conversion mechanics.

The explanation details a three-step implementation: two public-company mergers and a subsequent operating partnership merger, effectuating an all-equity acquisition by New Viper. The Form 4 limits its report to the director's disposition via the Merger Agreement and notes conversion of deferred restricted units into New Viper Class A stock at 0.4855 per Sitio share. The disclosure is procedural and tied to deal mechanics rather than independent insider trading.

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^*

Burleson Gayle

(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		48,995	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/ Gayle Burleson, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Why did Gayle Burleson dispose of 48,995 Sitio (STR) shares on 08/19/2025?

The Form 4 states the disposition occurred as part of the closing of a merger under the Agreement and Plan of Merger dated 06/02/2025; it was merger-related rather than an open-market sale.

What was the conversion treatment for Sitio deferred restricted stock units in the STR merger?

Unvested deferred restricted stock units converted into New Viper Class A shares at a rate of 0.4855 New Viper shares per Sitio Class A share, and vested immediately prior to cancellation.

How many Sitio Class A shares did the reporting person own after the transaction?

The filing reports the reporting person beneficially owned 0 Sitio Class A common shares following the reported disposition.

When was the Merger Agreement that led to this Form 4 executed?

The Form 4 references the Agreement and Plan of Merger dated 06/02/2025 and states the transactions were consummated on 08/19/2025.

Does this Form 4 report the number of New Viper shares received by the reporting person?

No; the filing expressly states it only reports the disposition of Sitio securities and does not reflect sales or the New Viper shares received.