VNOM Form 4: CEO Disposes 35,362 Class A Shares

Matthew Kaes Van't Hof, a director and the Chief Executive Officer of VNOM Sub, Inc. (formerly Viper Energy, Inc.), reported a disposition of 35,362 shares of Class A Common Stock on 08/19/2025.

Rhea-AI Filing Summary

Matthew Kaes Van't Hof, a director and the Chief Executive Officer of VNOM Sub, Inc. (formerly Viper Energy, Inc.), reported a disposition of 35,362 shares of Class A Common Stock on 08/19/2025. The Form 4 shows the reporting person beneficially owned 0 shares following the reported disposition. The filing includes an explanation that, under a merger agreement dated June 2, 2025, Viper's outstanding Class A shares will be cancelled and converted into one share of New Viper's Class A common stock at the effective time of the described merger.

Positive

• None.

Negative

• Reporting person disposed of all reported Class A holdings (35,362 shares), resulting in 0 shares beneficially owned after the transaction
• Form 4 provides no disclosure of New Viper share holdings or economic consideration following the merger-related conversion

Insights

Securities Analyst

TL;DR: Insider CEO/director disposed of 35,362 Class A shares and reports zero post-transaction beneficial ownership.

The Form 4 documents an outright disposition of 35,362 shares on 08/19/2025 by Matthew Kaes Van't Hof, who is identified as both a director and the CEO. The filing records 0 shares beneficially owned after the transaction, indicating the reported holdings in this class were fully disposed. The explanatory note ties the transaction to a merger agreement that cancels and converts Viper's Class A shares into New Viper Class A shares, providing the corporate context for the change in holdings. For investors, this is a factual disclosure of insider share disposition and the corporate action; the form does not state consideration received or whether replacement New Viper shares are held.

Corporate Governance Expert

TL;DR: Form 4 shows an insider disposal concurrent with a merger-related conversion of shares, with reported post-transaction ownership at zero.

The filing clearly identifies the reporting person as a director and CEO and discloses a 35,362-share disposition in Class A Common Stock on 08/19/2025. The attached explanation references the Sitio Merger Agreement and the Viper Pubco Merger structure whereby outstanding Class A shares are cancelled and converted into New Viper Class A shares. The Form 4 limits itself to the reported disposition and resulting zero beneficial ownership; it does not disclose subsequent ownership of New Viper shares or the economic terms of the conversion within this filing.

Insider Trade Summary

Disposition: 35,362 shares

Disposition 1 txn

Insider Van't Hof Matthew Kaes

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	35,362	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Matthew Kaes Van't Hof report on Form 4 for VNOM?

The Form 4 reports a disposition of 35,362 shares of Class A Common Stock on 08/19/2025.

What was the reporting person's ownership after the reported VNOM transaction?

The filing shows the reporting person beneficially owned 0 shares of Class A Common Stock following the reported disposition.

What is the relationship of the reporting person to VNOM?

The filer is identified as a Director and an Officer with the title Chief Executive Officer.

Does the Form 4 explain why the shares were disposed?

The filing includes an explanation that under the Sitio Merger Agreement Viper's Class A shares will be cancelled and converted into New Viper Class A shares; the Form 4 does not state other reasons or economic terms.

When was the merger agreement referenced in the Form 4 dated?

The Form 4 references the Sitio Merger Agreement dated June 2, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 06:10 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Van't Hof Matthew Kaes

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		35,362	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/ Teresa L. Dick, as attorney-in-fact for Matthew Kaes Van't Hof	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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