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

Rhea-AI Filing Summary

Teresa L. Dick, who serves as CFO, Executive Vice President and Assistant Secretary of VNOM Sub, Inc. (formerly Viper Energy, Inc.), reported a sale of 11,540 shares of Class A common stock on 08/19/2025, leaving her with 0 Class A shares following the transaction. The Form 4 lists the sale as a direct disposition. The filing explains the transaction in the context of the Sitio Merger Agreement dated June 2, 2025: under a related merger, each outstanding share of Viper Class A common stock will be cancelled and converted into one share of New Viper's Class A common stock at the effective time of the Viper Pubco Merger. The signature block shows the report was signed by Teresa L. Dick.

Positive

• Transaction tied to a disclosed merger (Sitio Merger Agreement) which specifies a one-for-one conversion of Viper Class A shares into New Viper Class A shares
• Officers disclosed the disposition on Form 4, providing regulatory transparency about insider holdings change

Negative

• Reporting person disposed of 11,540 Class A shares, reducing direct holdings of that class to 0
• Form 4 lacks price and proceeds information, so investors cannot assess financial impact of the disposition from this filing alone

Insights

Financial Analyst

TL;DR: Insider disposed of 11,540 Class A shares; the sale aligns with a corporate merger that converts existing shares into New Viper shares.

The reported disposition of 11,540 Class A shares by the company's CFO is factual and specific. Because the Form 4 explicitly ties the change to the Sitio Merger Agreement and the Viper Pubco Merger conversion mechanics, this appears transaction-driven rather than an isolated trading decision. For investors, the key implication is structural: outstanding Viper Class A shares will be converted into New Viper Class A shares at a one-for-one rate at the merger's effective time. The filing does not provide proceeds, price, or motive beyond the merger explanation, so market-impact conclusions cannot be drawn from this Form 4 alone.

Corporate Governance Expert

TL;DR: Officer-level sale reduces reported direct holdings to zero but is described as part of merger transaction mechanics.

The report shows the CFO/Executive VP directly disposed of all reported Class A shares (11,540) and now reports zero direct ownership in that class. The explanatory text cites the Sitio Merger Agreement converting Viper shares into New Viper shares, which can justify the reported cancellation/conversion. From a governance perspective, the filing is transparent about the corporate transaction driving the change. The Form 4 does not indicate unusual timing relative to nonpublic disclosures in the document itself, nor does it provide any additional contractual terms or price, limiting further governance assessment.

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
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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^*

Dick Teresa L.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, Exec. VP and Assist. Sec

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		11,540	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	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 did Teresa L. Dick report on the VNOM Form 4?

The filing reports a direct disposition of 11,540 shares of Class A common stock on 08/19/2025, leaving 0 Class A shares held following the transaction.

Why were the Class A shares disposed of according to the Form 4?

The Form 4 explains the change in ownership in the context of the Sitio Merger Agreement, under which Viper Class A shares will be cancelled and converted into New Viper Class A shares.

What is Teresa L. Dick's role at VNOM listed on the Form 4?

She is listed as CFO, Executive Vice President and Assistant Secretary.

Does the Form 4 show the sale price or proceeds for the 11,540 shares?

No. The Form 4 transaction entry shows the number of shares disposed but does not disclose a price or proceeds amount.

Does the Form 4 indicate indirect ownership or retained securities after the transaction?

The filing shows direct ownership disposition and reports 0 Class A shares held following the transaction; no indirect holdings are reported for that class.