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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 48,995 | $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.
