STR insider Form 4: merger converts PSUs and cancels Class C shares
Rhea-AI Filing Summary
Sitio Royalties Corp. (STR) completed a merger with New Viper on 08/19/2025. Under the Merger Agreement New Viper acquired Sitio in an all-equity transaction that included two public-company mergers and an Opco merger. The reporting person, James Britton L., recorded transactions tied to that merger: 325,438 shares of Sitio Class A common stock and 36,660 shares of Sitio Class C common stock were disposed, and 36,660 Sitio Opco units were treated and canceled in the merger. Performance-based restricted stock units and restricted stock units vested and were converted into the right to receive New Viper Class A common stock at an exchange ratio of 0.4855 per Sitio share. The Form 4 reports these dispositions and conversions and identifies the reporting person as Executive Vice President of Land.
Positive
- Merger completion consummated on 08/19/2025, finalizing the all-equity transaction described in the Merger Agreement
- Performance-based awards vested and converted, avoiding forfeiture and delivering equity consideration to holders
- Clear conversion terms disclosed: an Exchange Ratio of 0.4855 New Viper Class A shares per Sitio Class A share
Negative
- Sitio Class C common stock canceled with no consideration delivered, eliminating those holdings
- Reporting person’s direct Sitio holdings reduced to zero for Class A and Class C shares after conversion/cancellation
Insights
TL;DR The merger closed 08/19/2025, converting equity and vested awards into New Viper stock at a 0.4855 exchange ratio.
The filing documents the mechanical equity treatment required by the Merger Agreement: outstanding Sitio Opco units and Sitio Class A PSUs/RSUs vested and were converted into New Viper equity, while Sitio Class C shares were canceled with no consideration. For investors, this is a structural ownership conversion rather than open-market trading activity. The conversion ratio and the cancellation of Class C shares are material corporate-capitalization events that change the composition of former Sitio holders into New Viper stakeholders.
TL;DR Insider holdings were restructured via merger mechanics; reported disposals reflect conversion and cancellation, not cash sales.
The Form 4 clarifies that the reporting person did not sell securities on the market but had holdings converted pursuant to the merger. Key numbers: 325,438 Sitio Class A shares and 36,660 Class C shares were disposed/canceled; 221,999 performance-based units are reflected as converted into New Viper rights. This alters outstanding share composition and should be considered when tracking post-merger ownership and potential dilution from converted awards.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Sitio Royalties Operating Partnership, LP Units | 36,660 | $0.00 | -- |
| Exercise | Performance Stock Units | 221,999 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 221,999 | $0.00 | -- |
| Disposition | Class A Common Stock | 325,438 | $0.00 | -- |
| Disposition | Class C Common Stock | 36,660 | $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 (the "Opco Merger"), 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 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) (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. 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. 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.
