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

Rhea-AI Filing Summary

Insider Form 4 filing for VNOM shows director Frank C. Hu, through attorney-in-fact, reported a disposition of 16,498 shares of Viper Energy, Inc. Class A common stock on 08/19/2025, leaving him with 0 Class A shares reported after the transaction. The filing explains that 4,173 of the reported securities are restricted stock units granted May 20, 2025, that will vest on the earlier of the one-year anniversary of grant or the 2026 annual meeting. The filing also cites the June 2, 2025 merger agreement that will cancel and convert existing Viper Class A shares into New Viper Class A shares at closing.

Positive

• None.

Negative

• Director Frank C. Hu reported a disposition of 16,498 Class A shares, leaving reported beneficial ownership at 0 Class A shares following the transaction.
• The filing reflects that existing Class A shares will be cancelled and converted into New Viper Class A shares under the Sitio Merger Agreement, which changes the nature of current equity holdings.

Insights

Financial Analyst

TL;DR Director Frank Hu disposed of 16,498 Class A shares and reports 4,173 RSUs that remain contingent, linked to a recently announced merger.

The disposition recorded on 08/19/2025 reduces reported direct ownership of Class A common stock to zero for the reporting person. The filing explicitly links share treatment to the Sitio Merger Agreement whereby outstanding Class A shares will be cancelled and converted into New Viper Class A shares at the effective merger. The presence of 4,173 restricted stock units indicates ongoing equity compensation that may convert to shares if vesting conditions are met; vesting is tied to a one-year anniversary or the 2026 annual meeting. From an analyst perspective, the filing documents ownership changes tied to corporate reorganization rather than open-market selling activity disclosed here.

Corporate Governance Expert

TL;DR Form 4 discloses a director-level disposition and continued contingent equity via RSUs, with transfer mechanics governed by the merger agreement.

The report is timely and attributes the share cancellation/conversion to the Viper Pubco Merger under the Sitio Merger Agreement dated June 2, 2025. The filing also clarifies compensation mechanics: 4,173 restricted stock units were granted under the long-term incentive plan and include explicit vesting triggers. The Form 4 is properly executed via attorney-in-fact and includes the required explanatory remarks, supporting transparency around director holdings and the corporate transaction's impact on share ownership.

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^*

Hu Frank C.

(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		16,498(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 Frank C. Hu	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).
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FAQ

What transaction did Frank C. Hu report on Form 4 for VNOM?

The filing reports a disposition of 16,498 shares of Viper Energy, Inc. Class A common stock on 08/19/2025, leaving him with 0 Class A shares reported.

Are there any restricted stock units disclosed for the reporting person?

Yes. The filing states there are 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 does the Sitio Merger Agreement affect these reported shares?

Per the filing, at the effective time of the Viper Pubco Merger, outstanding Viper Class A shares will be cancelled and converted into New Viper Class A shares.

Who signed the Form 4 filing and when?

The Form 4 was signed by /s/ Teresa L. Dick as attorney-in-fact for Frank C. Hu on 08/19/2025.

Does the filing indicate why the shares were disposed?

The filing links the disposition to the mechanics of the Sitio Merger Agreement, stating shares will be cancelled and converted; no separate reason such as open-market sale is provided.