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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Duplantier Jon-Al

(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		57,940	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/ Jon-Al Duplantier, 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).
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FAQ

Why did Jon-Al Duplantier report a disposition on Form 4 for STR on 08/19/2025?

The Form 4 states the 57,940-share disposition occurred pursuant to the all-equity Merger Agreement that consummated the acquisition of Sitio by New Viper on 08/19/2025.

Does the Form 4 indicate insider sales of Sitio (STR) on the open market?

No. The filing explicitly says the disposition was pursuant to the Merger Agreement and the Form 4 does not reflect any separate open-market sales by the reporting person.

What happened to Sitio deferred restricted stock units after the merger?

Per the filing, each deferred RSU in respect of Sitio Class A common stock vested in full, was canceled, and converted into New Viper Class A shares at a ratio of 0.4855 per Sitio share.

What is the reporting person's relationship to Sitio (STR)?

The Form 4 lists Jon-Al Duplantier as a Director of Sitio Royalties Corp.

Does the Form 4 show any remaining Sitio Class A beneficial ownership for the reporting person?

No. The filing shows 0 Sitio Class A shares beneficially owned following the reported transaction.