[Form 4] Viper Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Albert Barkmann, Executive Vice President and Chief Engineer of VNOM Sub, Inc. (ticker: VNOM), reported a sale of 1,000 shares of Class A common stock on 08/19/2025 that resulted in zero shares beneficially owned following the transaction. The Form 4 includes an explanation referencing the Agreement and Plan of Merger dated June 2, 2025 (the Sitio Merger Agreement), which states that at the effective time of the Viper Pubco Merger each issued and outstanding share of Viper Class A common stock will be cancelled and converted into one share of New Viper's Class A common stock.

Positive

• None.

Negative

• Disposition of 1,000 Class A shares by an officer was reported, leaving zero beneficial ownership following the transaction

Insights

Financial Analyst

TL;DR: Insider sold 1,000 Class A shares and now reports no beneficial ownership; transaction noted alongside a merger agreement.

The filing documents a direct disposal of 1,000 shares by a named officer on 08/19/2025, leaving the reporting person with no remaining Class A common stock holdings. The sale is presented together with a merger explanation indicating a pending corporate reorganization under the Sitio Merger Agreement. From a financial perspective, the sale size is small and no proceeds or prices are reported on this Form 4, limiting analysis of magnitude or timing relative to the merger consideration.

Corporate Governance Expert

TL;DR: Officer disclosure shows a disposition and references a merger that will convert outstanding Class A shares into New Viper stock.

The Form 4 properly discloses the officer's disposition and includes the merger language that explains a corporate structure change: cancellation and conversion of Viper Class A shares into New Viper Class A shares at the Viper Pubco Merger effective time. The filing is administrative and compliant in form, but it does not provide details on whether the disposal was related to the merger mechanics or executed under a specific plan for compliance with Rule 10b5-1.

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^*

Barkmann Albert

(Last) (First) (Middle)

500 WEST TEXAS AVENUE

SUITE 100

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VNOM Sub, Inc. [ VNOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP and Chief Engineer

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		1,000	D	(1)	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. Pursuant to the Agreement and Plan of Merger (the "Sitio Merger Agreement"), dated June 2, 2025, by and among VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) ("Viper"), Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, a subsidiary of Sitio, Viper Energy, Inc. (f/k/a New Cobra Pubco Inc.), a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a wholly owned subsidiary of New Viper ("Viper Merger Sub") and Scorpion Merger Sub, Inc., a wholly owned subsidiary of New Viper, upon close of the Sitio Merger Agreement Viper Merger Sub will merge with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Viper Pubco Merger"). At the effective time of the Viper Pubco Merger, each share of Viper's Class A Common Stock then issued and outstanding will be cancelled and automatically converted into one share of New Viper's Class A common stock.

Remarks:

	/s/ Teresa L. Dick, as attorney-in-fact for Albert Barkmann	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the Form 4 filed for VNOM report?

The Form 4 reports that Albert Barkmann disposed of 1,000 shares of VNOM Class A common stock on 08/19/2025, resulting in 0 shares beneficially owned after the transaction.

What position does the reporting person hold at VNOM?

The reporting person, Albert Barkmann, is listed as an Executive Vice President and Chief Engineer of VNOM.

Does the filing mention any merger related to VNOM?

Yes. The filing references the Sitio Merger Agreement dated June 2, 2025 and states that at the effective time the Viper Pubco Merger each Viper Class A share will be cancelled and converted into one New Viper Class A share.

Is the sale price or proceeds disclosed on this Form 4?

No. The Form 4 shows the disposal of shares but does not disclose a sale price or proceeds for the transaction.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by /s/ Teresa L. Dick, as attorney-in-fact for Albert Barkmann dated 08/19/2025.