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

Rhea-AI Filing Summary

James L. Rubin, a director of VNOM Sub, Inc. (ticker VNOM), reported a sale of Class A common stock on 08/19/2025. The Form 4 shows a disposition of 12,507 shares of Class A common stock, leaving the reporting person with 0 shares of that class following the reported transaction. The filing notes the reporting person holds 4,173 restricted stock units granted May 20, 2025, which vest on the earlier of the one-year anniversary of the grant or the 2026 annual meeting. The filing also explains that under the Sitio Merger Agreement effective June 2, 2025, each outstanding Viper Class A share will be cancelled and converted into one share of New Viper's Class A common stock at the closing of the described merger.

Positive

• 4,173 restricted stock units remain outstanding and are scheduled to vest on the earlier of one year after grant (May 20, 2026) or the 2026 annual meeting, indicating continued deferred compensation alignment.
• Merger conversion mechanics disclosed: filing specifies that each Viper Class A share will be converted into one New Viper Class A share under the Sitio Merger Agreement, providing clarity on share treatment at closing.

Negative

• Disposition of 12,507 Class A shares by the reporting director on 08/19/2025, leaving 0 direct Class A holdings reported after the transaction.

Insights

Securities Analyst

TL;DR: Director reported a sale of 12,507 Class A shares and retains 4,173 unvested restricted stock units.

The reported disposal of 12,507 shares by a director is a clear insider transaction that investors monitor for timing and potential signaling. The filing shows no remaining direct Class A holdings after this transaction while also documenting outstanding restricted stock units that remain subject to vesting conditions. The Form 4 also references the Sitio Merger Agreement, which will convert existing Viper Class A shares into New Viper Class A shares at merger close; this legal conversion is procedural and applies to all outstanding shares per the merger terms disclosed.

Corporate Governance Expert

TL;DR: Insider sale executed; unvested equity remains, and a merger conversion mechanism is disclosed.

From a governance standpoint, the filing documents a routine Section 16 transaction: a director-disposed block of 12,507 Class A shares with accompanying disclosure of 4,173 restricted stock units granted under the issuer's long-term incentive plan. The disclosure of the Sitio Merger Agreement clarifies the treatment of outstanding Class A shares on merger closing. The Form 4 is properly signed by an attorney-in-fact and includes vesting timing for the RSUs, meeting common disclosure and procedural expectations for insider reporting.

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^*

Rubin James L.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		12,507(1)	D	(2)	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. These securities include 4,173 restricted stock units, each representing a contingent right to receive one share of Class A common stock, par value $0.000001 per share, of Viper (as defined below). These restricted stock units were granted to the reporting person under the issuer's long term incentive plan and will vest on the earlier of the one-year anniversary of the date of grant, which was May 20, 2025, and the date of the 2026 annual meeting of stockholders of the issuer.

2. 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 James L. Rubin	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 transactions did VNOM insider James L. Rubin report on Form 4?

The Form 4 reports a disposition of 12,507 shares of Class A common stock on 08/19/2025 and shows 0 Class A shares beneficially owned following the transaction.

Does James L. Rubin still have any equity interest after the reported sale?

Yes. The filing reports 4,173 restricted stock units that remain outstanding and will vest on the earlier of one year after the May 20, 2025 grant or the 2026 annual meeting.

How will Viper's Class A shares be treated under the Sitio Merger Agreement?

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

Who signed the Form 4 for James L. Rubin?

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

When were the restricted stock units granted to the reporting person?

The restricted stock units were granted on May 20, 2025 under the issuer's long term incentive plan.