STR Merger Completed — RSUs Converted at 0.4855 Ratio; Director Now Holds 0 STR Shares
Rhea-AI Filing Summary
Sitio Royalties Corp. (STR) completed a merger with Viper-related entities on 08/19/2025 under an Agreement and Plan of Merger dated 06/02/2025, resulting in New Viper acquiring the company in an all-equity transaction. As a result, director Alice E. Gould (reporting by attorney-in-fact) disposed of 53,529 shares of Sitio Class A common stock and now beneficially owns 0 shares of that class. Deferred restricted stock units fully vested and were cancelled and converted into New Viper Class A shares at a conversion ratio of 0.4855 per Sitio share.
Positive
- None.
Negative
- None.
Insights
TL;DR: Merger closed and insider holdings in Sitio Class A were converted or cancelled; reporting person shows no remaining Sitio Class A shares.
The Form 4 documents the mechanical disposition of 53,529 Sitio Class A shares by Alice E. Gould due to the corporate combination consummated on 08/19/2025. The disclosure clarifies the transaction was pursuant to the Merger Agreement and that deferred RSUs vested and were converted into New Viper Class A stock at a 0.4855 exchange ratio. The filing does not report any open-market sales and specifies it only reports the disposition under the merger terms.
TL;DR: Governance effects are routine for a deal—equity awards vested and converted; insider reporting completed via Form 4.
The Form 4 reflects standard post-closing adjustments: RSUs accelerated, cancelled, and exchanged for acquiror equity as defined in the merger documents. The reporting person’s beneficial ownership of Sitio Class A common stock is reduced to zero, consistent with a change-in-control closed-form consideration. The filing notes it does not reflect any separate sales by the reporting person beyond the merger exchange.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 53,529 | $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.
