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

Rhea-AI Filing Summary

Steven E. West, a director of VNOM Sub, Inc. (VNOM), reported a sale of his Class A common stock on 08/19/2025. The Form 4 shows a disposition of 32,788 shares, leaving the reporting person with 0 shares beneficially owned following the transaction. The filing notes these holdings included 4,173 restricted stock units granted May 20, 2025 that vest on the earlier of their one-year anniversary or the 2026 annual meeting. The form also explains a June 2, 2025 merger agreement under which each existing Viper Class A share will be cancelled and converted into one share of New Viper Class A common stock upon closing.

Positive

• Disclosure of RSUs: The filing clearly identifies 4,173 restricted stock units granted May 20, 2025 and their vesting conditions.
• Merger transparency: The form cites the Sitio Merger Agreement and explains the one-for-one conversion of Viper Class A shares into New Viper Class A shares.

Negative

• Director disposed all reported Class A shares: The filing reports a disposition of 32,788 shares, leaving the reporting person with 0 shares direct beneficial ownership.
• Potential governance concern: A director-level sale to zero holdings may raise alignment questions ahead of the disclosed merger.

Insights

Financial Analyst

TL;DR: Director sold all reported Class A shares; RSUs remain contingent and a corporate merger will convert outstanding shares.

The disposition of 32,788 Class A shares reported on 08/19/2025 reduces the reporting persons direct beneficial ownership to zero, which is notable for ownership and voting dynamics but not necessarily material to company operations. The disclosure of 4,173 restricted stock units clarifies compensation timing: those RSUs remain contingent and vest at the earlier of one year from grant (May 20, 2025) or the 2026 annual meeting. The filing also references the Sitio Merger Agreement that will convert existing Viper shares into New Viper Class A shares on closing, which is a structural corporate event investors should track separately in merger documents.

Corporate Governance Expert

TL;DR: A director-level sale leaving zero direct holdings raises governance and signaling questions ahead of a planned merger.

The complete disposition of 32,788 reported Class A shares by a director on 08/19/2025 is a governance signal that warrants attention, especially given the proximity to a disclosed merger that will convert shares into New Viper stock. While the form documents compensation-related RSUs, those units are contingent and not yet vested. From a governance perspective, the combination of an executive-level sale and an upcoming corporate reorganization can affect perceived alignment between management/directors and shareholders.

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^*

WEST STEVEN E

(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		32,788(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 Steven E. West	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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FAQ

What did Steven E. West report on VNOM Form 4?

The Form 4 reports a disposition of 32,788 shares of VNOM Class A common stock on 08/19/2025, leaving 0 shares beneficially owned.

Does the Form 4 mention any restricted stock units for VNOM?

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

Is there a corporate transaction referenced in the VNOM Form 4?

Yes. The filing references the Sitio Merger Agreement (dated June 2, 2025), which provides that each Viper Class A share will be cancelled and converted into one share of New Viper Class A common stock upon the Viper Pubco Merger closing.

Who signed the Form 4 for Steven E. West and when?

The Form 4 is signed by Teresa L. Dick, as attorney-in-fact for Steven E. West, dated 08/19/2025.