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

M&A Specialist

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.

Securities Analyst

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.

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

OMB APPROVAL

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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^*

James Britton L.

(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		221,999	A	(1)(2)(3)(4)(5)	325,438	D
Class A Common Stock	08/19/2025		D		325,438	D	(1)(2)(3)(4)(5)	0	D
Class C Common Stock	08/19/2025		D		36,660	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			36,660	(7)	(7)	Class A Common Stock	36,660	(1)(2)(3)(7)	0	D
Performance Stock Units	(1)(2)(3)(4)(5)	08/19/2025		M			221,999	(4)(5)	(4)(5)	Class A Common Stock	221,999	(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 of Land

	/s/ Britton L. James, by Brett S. Riesenfeld as Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What happened to Sitio Royalties Corp. (STR) securities on 08/19/2025?

The Merger Agreement closed on 08/19/2025, resulting in conversion and cancellation of Sitio securities: Class A and Class C shares and Sitio Opco units were converted or canceled pursuant to the agreement.

How many Sitio Class A and Class C shares did the reporting person dispose of?

325,438 Class A shares and 36,660 Class C shares were reported as disposed in the Form 4 due to the merger.

What happened to Sitio performance stock units (PSUs) and RSUs?

PSUs and RSUs vested to the extent unvested at the Sitio Pubco Merger Effective Time and were converted into the right to receive New Viper Class A common stock at the Exchange Ratio of 0.4855.

Did the Form 4 report open-market sales by the reporting person?

No. The Form 4 states the dispositions were pursuant to the Merger Agreement and do not reflect sales of securities by the reporting person.

What is the Exchange Ratio used in the merger?

0.4855 New Viper Class A shares per Sitio Class A share, as stated in the filing.