STR Insider Filing: 57,940 Sitio Shares Converted in All-Equity Merger
Rhea-AI Filing Summary
Jon-Al Duplantier, a director of Sitio Royalties Corp. (STR), reported on Form 4 that 57,940 shares of Sitio Class A common stock were disposed of on 08/19/2025 as part of the transaction that consummated the Merger Agreement among Sitio, Viper Energy and related entities. The Form 4 states the dispositions occurred pursuant to the all-equity merger, which converted Sitio awards and stock into New Viper common stock under the merger terms. The filing notes the conversion ratio for deferred restricted stock units was 0.4855 New Viper shares per Sitio share. The Form 4 reports the Merger-related disposition and does not reflect any open-market sales by the reporting person.
Positive
- Merger consummated under the Agreement and Plan of Merger, completing the corporate combination.
- Deferred RSUs vested and converted into New Viper shares, preserving economic value for award holders via a 0.4855 conversion ratio.
Negative
- Reporting person disposed of 57,940 Sitio Class A shares, resulting in 0 beneficial ownership of Sitio Class A stock following the reported transaction.
- Form 4 does not disclose the post-merger New Viper shareholdings for the reporting person, limiting transparency on continued insider alignment.
Insights
TL;DR: Director's holdings in Sitio were eliminated by the all-equity merger; awards converted into New Viper shares at a 0.4855 ratio.
The Form 4 documents a transaction driven by a corporate combination rather than an independent sale, which means the reported disposition of 57,940 Sitio Class A shares reflects the merger exchange mechanics. For investors, this is a structural ownership change: Sitio equity and deferred awards were converted into New Viper equity, so legacy Sitio share counts cease to be a direct measure of insider alignment. The filing provides clear mechanics but does not disclose post-merger New Viper holding amounts for this reporting person.
TL;DR: Transaction is corporate-action driven; Form 4 correctly reports merger-related disposition but lacks post-closing beneficial ownership detail.
The report confirms compliance with Section 16 reporting by documenting the cancelation and conversion of deferred restricted stock units and the disposition of outstanding Sitio shares upon the Sitio Pubco Merger. It notes full vesting and conversion of RSUs into New Viper shares at a 0.4855 ratio. From a governance perspective, the filing should be read alongside the merger agreements and any New Viper insider reports for a full picture of executive ownership and potential lock-up or vesting provisions after closing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 57,940 | $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.
