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

Rhea-AI Filing Summary

William Wesley Perry, a director of VNOM Sub, Inc. (VNOM), reported a disposition of 78,743 shares of Class A common stock on 08/19/2025, leaving him with 0 shares beneficially owned following the transaction. The filing notes the reporting person holds 4,173 restricted stock units granted May 20, 2025 that vest on the earlier of the one-year anniversary of grant or the 2026 annual meeting.

The form explains that under the Sitio Merger Agreement dated June 2, 2025, Viper’s Class A shares will be cancelled and converted into New Viper’s Class A common stock at the effective time of the Viper Pubco Merger, which may affect how outstanding shares convert upon closing.

Positive

• Form 4 filed timely and signed by attorney-in-fact, indicating compliance with Section 16 reporting requirements
• Disclosure of 4,173 restricted stock units with clear vesting conditions under the issuer's long-term incentive plan

Negative

• Disposition of 78,743 Class A shares by a director resulted in 0 shares beneficially owned following the transaction
• Outstanding public-class shares are subject to conversion under the Sitio Merger Agreement, changing capital structure upon merger

Insights

Financial Analyst

TL;DR: Director disposed of 78,743 shares and reports zero beneficial ownership post-transaction; limited immediate market impact.

The Form 4 discloses a material insider sale of 78,743 Class A shares by a director. The filing also documents outstanding restricted stock units (4,173 RSUs) with defined vesting conditions and references a merger that will convert Viper Class A shares into New Viper shares. For investors, the key facts are the reported sale amount, the remaining contingent RSUs, and the specified merger conversion mechanism—each explicitly stated in the filing.

Corporate Governance Expert

TL;DR: Director compliance with Section 16 filing is clear; transaction and merger mechanics are disclosed.

The Form 4 is properly executed and signed by an attorney-in-fact, showing disclosure compliance. It documents the director’s disposition and the existence of RSUs granted under the issuer’s long-term incentive plan with explicit vesting timing. The filing also cites the Sitio Merger Agreement and the resulting share conversion, providing necessary governance-level detail about capital structure changes tied to the merger.

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^*

PERRY WILLIAM WESLEY

(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		78,743(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 William Wesley Perry	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did VNOM director William Wesley Perry report on Form 4?

The director reported a disposition of 78,743 shares of Class A common stock on 08/19/2025, leaving 0 shares beneficially owned.

Does the Form 4 disclose any unvested awards for VNOM (VNOM)?

Yes. The filing discloses 4,173 restricted stock units granted May 20, 2025 that vest on the earlier of the one-year anniversary of grant or the 2026 annual meeting.

How will Viper Class A shares be treated under the referenced merger?

Per the Sitio Merger Agreement, at the effective time of the Viper Pubco Merger each Viper Class A share will be cancelled and converted into one share of New Viper’s Class A common stock.

Who signed the Form 4 for William Wesley Perry and when?

The Form 4 was signed /s/ Teresa L. Dick, as attorney-in-fact for William Wesley Perry on 08/19/2025.

Are vesting conditions for the RSUs specified in the filing?

Yes. The RSUs will vest on the earlier of the one-year anniversary of the grant date (May 20, 2025) or the date of the issuer’s 2026 annual meeting of stockholders.