Form 4: Sitio Royalties CEO Reports Merger-Related Share Changes

Sitio Royalties Corp. CEO Christopher L. Conoscenti reported the disposition of his company shares and units following the consummation of the merger with Viper Energy, Inc. on August 19, 2025.

Summary

• Reporting Person: Christopher L. Conoscenti, Chief Executive Officer and Director of Sitio Royalties Corp.
• Event: Consummation of the Agreement and Plan of Merger, dated June 2, 2025, between Viper Energy, Inc. (Viper), Sitio Royalties Corp. (Company), and their respective operating entities, with New Cobra Pubco, Inc. (New Viper) acquiring the Company.
• Transaction Date: August 19, 2025, marking the effective date of the merger consummation.
• Sitio Class A Common Stock: 865,610 shares were disposed of, resulting in 0 shares beneficially owned by the reporting person.
• Sitio Class C Common Stock: 71,826 shares were disposed of, resulting in 0 shares beneficially owned.
• Sitio Royalties Operating Partnership, LP Units: 71,826 units were disposed of, resulting in 0 units beneficially owned.
• Performance Stock Units (PSUs): 576,389 PSUs vested in full (at target performance) and were converted into the right to receive New Viper Class A common stock.
• Exchange Ratio: Each share of Sitio Class A Common Stock was converted into the right to receive 0.4855 shares of New Viper Class A common stock.
• Sitio Class C Common Stock: These shares, including those subject to restricted securities awards, were canceled and ceased to exist with no consideration delivered.
• Sitio Opco Units: These units vested in full and were converted into the right to receive Viper Opco units and New Viper Class B common stock, both at the 0.4855 Exchange Ratio.

Sentiment

Score: 7

Explanation: The filing reports the expected consummation of a significant all-equity merger, leading to the vesting and conversion of the CEO's equity awards into shares of the acquiring entity. This indicates a successful closing of a strategic transaction.

Positives

• The consummation of the merger indicates a significant strategic transaction has successfully closed.
• Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) held by the reporting person vested in full, including performance-based awards at target, providing value through conversion into New Viper shares.

Negatives

• Sitio Class C Common Stock was canceled without consideration, meaning no value was received for these specific shares.
• The reporting person no longer holds direct beneficial ownership in Sitio Royalties Corp. securities, as the company was acquired and became a wholly-owned subsidiary.

Future Outlook

The filing reports a completed merger transaction and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

The merger involves two companies in the oil and gas royalties sector, reflecting a trend towards consolidation and scale within the mineral and royalty space, potentially driven by market dynamics or strategic positioning for future growth.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. received New Viper shares (or no consideration for Class C holders) as a result of the merger.
• Employees of Sitio Royalties Corp. are now part of the New Viper/Viper Energy organization.
• Management, including the reporting person, had their equity awards vested and converted into shares of the acquiring entity.

Next Steps

• Integration of Sitio Royalties Corp. into New Viper/Viper Energy, Inc.
• Future ownership changes for the reporting person will be reported under New Viper.

Key Dates

Keywords

Sitio Royalties, STR, Viper Energy, New Viper, Merger, Acquisition, Form 4, Insider Trading, Beneficial Ownership, Equity, Performance Stock Units, Restricted Stock Units, Oil and Gas Royalties