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

Rhea-AI Filing Summary

Laurie H. Argo, a director of VNOM Sub, Inc. (VNOM), reported a sale of 10,591 shares of the issuer's Class A common stock on 08/19/2025, leaving zero shares beneficially owned following the transaction. The filing notes the reporting person holds 4,173 restricted stock units granted under the long term incentive plan; each unit represents a contingent right to one share and will vest on the earlier of the one-year anniversary of grant (May 20, 2025) and the issuer's 2026 annual meeting. The Form 4 also references the June 2, 2025 merger agreement under which Viper's Class A shares will be converted one-for-one into New Viper's Class A common stock at the Viper Pubco Merger effective time.

Insights

Financial Analyst

Director sold all reported Class A shares; retained unvested RSUs remain.

The reported disposal of 10,591 Class A shares on 08/19/2025 reduced the reporting person's direct beneficial ownership to zero while leaving 4,173 restricted stock units outstanding that may convert to shares upon vesting. The Form 4 is a transaction disclosure and does not include price information for the sale. The filing also cites the Sitio Merger Agreement and the planned one-for-one conversion of Viper Class A shares into New Viper Class A shares at the merger effective time; that conversion is described but no additional economic terms or cash consideration are disclosed in this Form 4.

Corporate Governance Expert

Insider reported a complete direct disposition of Class A shares while retaining contingent equity via RSUs.

This Form 4 shows a director-level reporting person making a reported disposal that results in no direct holdings of Class A common stock post-transaction, while still holding 4,173 restricted stock units granted under the company's LTIP with defined vesting conditions. The filing was signed by an attorney-in-fact and identifies the transaction date and the relationship of the filer to the issuer as a director. The document does not disclose the rationale, sale price, or counterparties; it is a standard Section 16 disclosure of a change in beneficial ownership.

08/19/2025 - 06:10 PM

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^*

Argo Laurie H

(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		10,591(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 Laurie H. Argo	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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