STR insider report: PSUs vested, Class C canceled in New Viper acquisition

Rhea-AI Filing Summary

Sitio Royalties insider Brett S. Riesenfeld reports transactions tied to the June 2, 2025 Merger Agreement consummated on August 19, 2025, under which Sitio was acquired by New Viper in an all-equity transaction.

Per the Form 4, Mr. Riesenfeld had 168,736 Class A shares acquired (from vested performance stock units) and disposed of 284,620 Class A shares and 38,711 Class C shares in connection with the mergers. Sitio performance-based RSUs and Opco units vested, were canceled, and converted into New Viper securities at an exchange ratio of 0.4855. Following the reported transactions, the Form 4 shows 0 beneficially owned Class A and Class C shares for the reporting person.

Positive

• Merger consummated completing the all-equity acquisition structure announced in the Merger Agreement
• Performance-based RSUs and Opco units vested in full and converted into New Viper securities, providing value realization for award holders
• Clear exchange ratio disclosed (0.4855) for conversion of Sitio Class A shares and Opco units into New Viper securities

Negative

• Sitio Class C common stock was canceled and holders received no consideration under the Merger Agreement
• Reporting person's Sitio Class A and Class C holdings reduced to zero following the transaction, removing direct Sitio ownership positions

Insights

M&A Specialist

TL;DR The merger closed; equity awards vested and converted into New Viper securities under a defined exchange ratio, completing the all-equity takeover.

The Form 4 documents consummation of a multi-step public-company merger where Sitio became a subsidiary of New Viper and Sitio Opco merged into Viper Opco. Material mechanics executed include full vesting and conversion of performance RSUs and Opco units and cancellation of Sitio Class C shares without consideration. The exchange ratio of 0.4855 is the key economic term for equity conversions. This filing confirms completion rather than secondary market sales by the reporting person.

Corporate Governance Expert

TL;DR Insider disclosures reflect merger-related equity treatment and finalize insider holdings; governance implications are routine for a change-in-control transaction.

The filing clarifies that awards vested upon the Sitio Pubco Merger Effective Time and were canceled and converted into New Viper equity. Cancellation of Sitio Class C common stock with no consideration is a notable corporate action affecting holders of that class. The reporting person is identified as Executive Vice President, General Counsel and Secretary, and the Form 4 reports the insider's post-transaction beneficial ownership as zero for Sitio classes—consistent with a completed acquisition.

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^*

Riesenfeld Brett S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

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		A		168,736	A	(1)(2)(3)(4)(5)	284,620	D
Class A Common Stock	08/19/2025		D		284,620	D	(1)(2)(3)(4)(5)	0	D
Class C Common Stock	08/19/2025		D		38,711	D	(1)(2)(3)(6)	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
Sitio Royalties Operating Partnership, LP Units	(1)(2)(3)(7)	08/19/2025		D			38,711	(7)	(7)	Class A Common Stock	38,711	(1)(2)(3)(7)	0	D
Performance Stock Units	(1)(2)(3)(4)(5)	08/19/2025		M			168,736	(4)(5)	(4)(5)	Class A Common Stock	168,736	(1)(2)(3)(4)(5)	0	D

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 (the "Opco Merger"), 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 performance-based restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock") (each, a "Sitio PSU Award") and each award of restricted stock units in respect of Sitio Class A Common Stock, in each case, outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective (the "Sitio Pubco Merger Effective Time") immediately vested in full (to the extent unvested) (with the satisfaction of any performance goals in respect of any incomplete performance period for any Sitio PSU Award determined based on target performance)

5. (Continued from footnote 4) 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 (the "Exchange Ratio"), in respect of each share of Sitio Class A Common Stock subject thereto.

6. Pursuant to the Merger Agreement, each share of the Company's Class C common stock, par value $0.0001 per share ("Sitio Class C Common Stock"), including each share subject to an award of restricted securities consisting of Sitio Opco units and an equivalent number of shares of Sitio Class C Common Stock, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.

7. Pursuant to the Merger Agreement, each Sitio Opco unit (which is a common unit representing limited partnership interests in Sitio Royalties Operating Partnership, LP) other than any Sitio Opco units held by New Viper, Viper, the Company or by any wholly owned subsidiary of New Viper, Viper, or the Company immediately prior to the time and date that the Opco Merger became effective (the "Opco Merger Effective Time") issued and outstanding immediately prior to the Opco Merger Effective Time, and all rights in respect thereof, immediately vested in full (to the extent unvested) and was treated as an unrestricted Sitio Opco unit for all purposes of the Merger Agreement, pursuant to which such Sitio Opco units were canceled and were converted into the right to receive (A) a number of Viper Opco units equal to the Exchange Ratio and (B) a number of shares of Class B common stock, par value $0.000001 per share, of New Viper equal to the Exchange Ratio.

Remarks:

Executive Vice President, General Counsel and Secretary

	/s/ Brett S. Riesenfeld	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Brett S. Riesenfeld report on Form 4 for STR?

The Form 4 reports that on 08/19/2025 Mr. Riesenfeld had 168,736 Class A shares acquired (from vested PSUs) and disposed of 284,620 Class A shares and 38,711 Class C shares in connection with the merger.

Did the Merger Agreement provide an exchange ratio for converting Sitio securities?

Yes. The filing states an exchange ratio of 0.4855 was used to convert Sitio Class A common stock and Sitio Opco units into New Viper securities.

What happened to Sitio Class C common stock in the merger?

Each share of Sitio Class C common stock was canceled and ceased to exist, and the Form 4 states no consideration was delivered in exchange.

Did performance stock units (PSUs) vest in the transaction?

Yes. Outstanding Sitio PSUs vested in full to the extent unvested, with performance goals for incomplete periods treated at target, then converted into New Viper Class A shares.

What is the reporting person's role at Sitio?

The Remarks section identifies the reporting person as Executive Vice President, General Counsel and Secretary.