VNOM Insider Sale: Director Stice Reports 106,169-Share Disposal

Rhea-AI Filing Summary

Travis D. Stice, a director of VNOM Sub, Inc. (VNOM), reported the disposition of 106,169 shares of the issuer's Class A common stock on 08/19/2025. The Form 4 shows 106,169 shares were disposed and that, following the reported transaction, Mr. Stice had 0 shares directly beneficially owned while an indirect interest remains through Stice Investments, Ltd. which is managed by Stice Management, LLC, whose membership interests are 100% held by Mr. Stice and his spouse. The filing also references the Sitio Merger Agreement dated June 2, 2025, under which Viper's Class A shares will be cancelled and converted into New Viper Class A common stock at the effective time of the Viper Pubco Merger. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Stice on 08/19/2025.

Positive

• Clear disclosure of the transaction date, amount disposed (106,169 shares), and post-transaction direct ownership (0 shares)
• Ownership structure transparently described: indirect holdings via Stice Investments, Ltd. and management by Stice Management, LLC

Negative

• Material disposition of 106,169 Class A shares by a director, which may be viewed negatively by some investors
• Direct beneficial ownership reduced to zero following the reported transaction

Insights

Securities Analyst

TL;DR: Insider reported a sizable disposition of 106,169 Class A shares; indirect holdings remain via an affiliated investment vehicle.

The Form 4 documents a direct disposition of 106,169 Class A common shares by Travis D. Stice on 08/19/2025 leaving him with zero direct beneficial ownership. Material context in the filing is the Sitio Merger Agreement, which will cancel and convert Viper's Class A shares into New Viper Class A shares at the merger effective time. The disclosure clarifies ownership structure: the economic interest is held indirectly through Stice Investments, Ltd. governed by Stice Management, LLC. The filing is informational for shareholders tracking insider activity around the merger.

Corporate Governance Expert

TL;DR: The filing is a routine Section 16 disclosure tied to a corporate merger and shows indirect ownership retained via affiliated entities.

The Form 4 is compliant in detailing the disposition and the indirect ownership arrangement. It notes the Sitio Merger Agreement's conversion mechanics for Class A shares, which is important for governance transparency. The report was executed by an attorney-in-fact and includes a clear chain of indirect ownership through Stice Investments, Ltd. and its manager. No additional governance breaches or unexplained transfers are evident in the document itself.

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^*

Stice Travis D.

(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		106,169	D	(1)	0	I(2)	By Stice Investments, Ltd.

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.

2. These securities are held by Stice Investments, Ltd., which is managed by Stice Management, LLC, its general partner. Mr. Stice and his spouse hold 100% of the membership interests in Stice Management, LLC, of which Mr. Stice is the manager.

Remarks:

	/s/ Teresa L. Dick, as attorney-in-fact for Travis D. Stice	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 transaction did Travis D. Stice report on Form 4 for VNOM?

The Form 4 reports a disposition of 106,169 Class A common shares on 08/19/2025.

How many VNOM shares does Travis D. Stice directly own after the transaction?

Following the reported transaction the Form 4 shows 0 shares directly beneficially owned by Mr. Stice.

Does Travis D. Stice retain any indirect ownership in VNOM?

Yes. The Form 4 states the securities are held indirectly by Stice Investments, Ltd., managed by Stice Management, LLC.

What corporate event is referenced in the Form 4?

The filing references the Sitio Merger Agreement dated June 2, 2025, under which Viper's Class A shares will be cancelled and converted into New Viper Class A common stock at the merger's effective time.

Who signed the Form 4 and when?

The Form 4 was signed by Teresa L. Dick as attorney-in-fact for Travis D. Stice on 08/19/2025.