Form 4: CFO Osicka's Holdings Shift Post-Sitio Royalties Merger

Sitio Royalties Corp.'s CFO, Carrie L. Osicka, reports significant changes in her beneficial ownership following the all-equity merger with Viper Energy, Inc. into New Viper.

Summary

• Reporting Person Carrie L. Osicka, Chief Financial Officer of Sitio Royalties Corp., reported changes in her beneficial ownership of company securities due to a merger.
• The transactions occurred on August 19, 2025, following the consummation of the Agreement and Plan of Merger, dated June 2, 2025, involving Sitio Royalties Corp., Viper Energy, Inc., and related entities, forming New Viper.
• New Viper acquired Sitio Royalties Corp. in an all-equity transaction.
• Osicka acquired 276,574 shares of Class A Common Stock, likely from the conversion of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs), which vested immediately upon the merger.
• Following this, Osicka disposed of all her Class A Common Stock, totaling 409,682 shares, resulting in zero beneficial ownership of Sitio Class A Common Stock.
• Her Class C Common Stock holdings of 47,208 shares were disposed of, resulting in zero beneficial ownership, as this class was canceled without consideration.
• Her Sitio Royalties Operating Partnership, LP Units of 47,208 units were disposed of, resulting in zero beneficial ownership, as these converted into Viper Opco units and New Viper Class B common stock at an exchange ratio of 0.4855.
• This Form 4 specifically reports the disposition of securities due to the merger and does not reflect any direct sales by the reporting person.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a major corporate merger, which is generally a positive event for the companies involved as it signifies the execution of a strategic plan. While there are dispositions of specific share classes, these are conversions as part of the merger terms, not sales, and the reporting person's equity is transitioned into the new entity. The cancellation of Class C stock without consideration is a negative for those specific holders, but the overall sentiment for the merger completion is neutral to positive.

Positives

• The merger agreement, which led to these transactions, was successfully consummated, indicating the completion of a strategic corporate action.
• Performance Stock Units and Restricted Stock Units vested immediately upon the merger, providing liquidity or conversion rights to the holder.

Negatives

• Sitio Class C Common Stock was canceled with no consideration delivered in exchange, resulting in a complete loss of value for that specific class of shares.
• The reporting person's direct beneficial ownership in Sitio Royalties Corp. securities (Class A, Class C, Opco Units, PSUs) has been reduced to zero, as they were converted into New Viper securities or canceled.

Risks

• The value of the converted New Viper securities is subject to market fluctuations, potentially impacting the ultimate value received by former Sitio Royalties Corp. shareholders.
• Holders of Sitio Class C Common Stock received no consideration, representing a complete loss of value for that specific class of shares.

Future Outlook

The filing primarily reports a past transaction (the merger consummation) and its immediate impact on insider holdings. It does not provide explicit forward-looking statements or guidance regarding the combined entity's future performance or strategy.

Industry Context

This filing reflects the completion of a significant consolidation event within the oil and gas royalty and mineral interest sector, where companies like Sitio Royalties Corp. and Viper Energy, Inc. operate. Such mergers are common strategies for achieving scale, operational efficiencies, and market dominance in a fragmented industry.

Comparison to Industry Standards

• The all-equity nature of the merger is a common structure for combining public entities, particularly when aiming for tax efficiency or preserving cash.
• The vesting and conversion of equity awards (PSUs, RSUs, Opco units) upon merger completion is standard practice to ensure executive and employee incentives align with the transaction's success and to transition equity holdings into the new combined entity.
• The cancellation of certain share classes without consideration, such as Sitio Class C Common Stock, can occur in complex merger structures, often depending on the specific rights and preferences associated with those share classes.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp.: Their shares (Class A, PSUs, RSUs, Opco units) were converted into New Viper equity, impacting their future investment in the combined entity. Holders of Class C Common Stock received no consideration.
• Employees: The merger implies a new corporate structure and potential changes for employees of both legacy companies, though not explicitly detailed here.
• Management: The reporting person, as CFO, has had her equity holdings converted, aligning her interests with the new combined entity.

Next Steps

• Integration of Sitio Royalties Corp. and Viper Energy, Inc. operations under New Viper.
• Management of the combined entity's financial and operational performance.
• Further reporting by insiders on their holdings in New Viper.

Key Dates

Recommendation

This Form 4 reports the consummation of a merger, which is a significant corporate event. For existing shareholders of Sitio Royalties Corp., their investment has now transitioned into New Viper. The filing itself does not provide new financial performance data or strategic shifts beyond the merger's completion. Therefore, a 'hold' recommendation is appropriate as investors should now evaluate the prospects of the combined New Viper entity rather than the legacy Sitio Royalties Corp., and this filing doesn't offer enough new information to warrant a change in investment thesis beyond the merger's completion. Further analysis of New Viper's strategy and financial outlook would be required for a stronger recommendation.

Keywords

Sitio Royalties Corp., Viper Energy Inc., Merger, SEC Form 4, Beneficial Ownership, Equity Transaction, Chief Financial Officer, Carrie L. Osicka, STR, New Viper, Performance Stock Units, Restricted Stock Units, Class A Common Stock, Class C Common Stock, Operating Partnership Units