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

Rhea-AI Filing Summary

Matt Zmigrosky, Executive Vice President, General Counsel and Secretary of VNOM Sub, Inc., reported the sale of 4,253 shares of Class A common stock on 08/19/2025, leaving him with no direct holdings following the transaction. The Form 4 explains this sale in the context of a June 2, 2025 merger agreement under which Viper will become a wholly owned subsidiary of a new public parent (New Viper) and each outstanding Viper Class A share will be cancelled and converted into one share of New Viper Class A common stock at the effective time of the merger.

The filing shows a routine insider disposition reported under Section 16 rules and documents the corporate reorganization that will convert existing Viper shares into New Viper shares upon closing. No option, derivative holdings, exercise prices, or additional cash consideration details are provided in this Form 4.

Positive

• Insider disclosure is timely and specific with transaction date and resulting ownership reported
• Filing confirms the planned one-for-one conversion of Viper Class A shares into New Viper Class A shares under the Sitio Merger Agreement

Negative

• Form 4 does not state the reason for the disposition (e.g., personal, tax, or plan-based), leaving context unclear
• No details on any cash consideration, conversion mechanics for other share classes, or lock-up provisions are provided in this filing

Insights

Corporate Governance Expert

TL;DR: Insider reported a small-scale disposition coinciding with a corporate reorganization that converts Viper shares into New Viper shares.

The reported disposal of 4,253 Class A shares by a senior officer is documented as a direct sale leaving zero direct ownership post-transaction. The explanatory note ties the activity to the Sitio Merger Agreement and the planned Viper Pubco Merger, which will cancel and convert Viper Class A shares into New Viper Class A shares. From a governance perspective, the filing is informational and consistent with disclosure obligations surrounding structural transactions. The Form 4 does not disclose whether the disposition was routine, related to tax or administrative needs, or tied to any lock-up or conversion mechanics; those details are not present in the filing.

Securities Analyst

TL;DR: The transaction is a minor insider sale and appears procedural amid a merger that will convert existing shares into New Viper stock.

The sale of 4,253 shares is small relative to typical public-company floats and the filing emphasizes the merger treatment of outstanding shares rather than material compensation changes or derivative activity. There are no disclosed option exercises, new grants, or pecuniary terms of the conversion in this Form 4. For investors, the most relevant element is the confirmation that existing Class A shares will be cancelled and converted upon closing; the filing itself does not provide quantitative detail on conversion ratios beyond a one-for-one statement for Viper Class A to New Viper Class A.

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^*

Zmigrosky Matt

(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, Gen Counsel and Sec

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		4,253	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/ Matt Zmigrosky	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 VNOM insider Matt Zmigrosky report on Form 4?

He reported a disposition of 4,253 Class A shares on 08/19/2025, leaving him with 0 direct holdings following the transaction.

Does the Form 4 explain why the shares were sold?

No. The filing does not state a reason for the disposition; it only records the transaction and resulting ownership.

How does the Sitio Merger Agreement affect existing VNOM (Viper) Class A shares?

The filing states that at the effective time of the Viper Pubco Merger, each outstanding Viper Class A share will be cancelled and converted into one share of New Viper Class A common stock.

Are there any derivative transactions or option exercises reported by the insider?

No. Table II for derivative securities shows no entries and the Form 4 contains no option or derivative exercise information.

Does this Form 4 indicate a change in insider ownership percentage for VNOM?

The Form 4 reports the insider's direct holdings as 0 shares after the reported disposition; the filing does not state percentage ownership.