Form 4: Sitio Royalties Director Disposes Shares in Merger

A director of Sitio Royalties Corp. reported the disposition of 51,037 Class A Common Stock shares due to the consummation of an all-equity merger with Viper Energy, Inc. into New Viper.

Summary

• Noam Lockshin, a Director of Sitio Royalties Corp., reported the disposition of 51,037 shares of Sitio Royalties Corp. Class A Common Stock.
• The disposition occurred on August 19, 2025, as a result of the consummation of the Agreement and Plan of Merger, dated June 2, 2025.
• Under the merger agreement, New Viper acquired Sitio Royalties Corp. in an all-equity transaction.
• The transaction involved the merger of Sitio Merger Sub with and into Sitio Royalties Corp., making Sitio Royalties Corp. a wholly-owned subsidiary of New Viper.
• Simultaneously, Viper Merger Sub merged with and into Viper Energy, Inc., making Viper a wholly-owned subsidiary of New Viper.
• Immediately following these mergers, Sitio Royalties Operating Partnership, LP merged with and into Viper Energy Partners LLC.
• Following this transaction, Noam Lockshin beneficially owns 0 shares of Sitio Royalties Corp. Class A Common Stock.
• Deferred restricted stock units of Sitio Class A Common Stock vested fully and were converted into the right to receive 0.4855 shares of New Viper Class A common stock for each Sitio Class A Common Stock share.

Sentiment

Score: 5

Explanation: The filing is a factual report of a pre-announced corporate transaction (merger) and an insider's resulting share disposition. It does not contain information that would inherently indicate positive or negative sentiment beyond the execution of a planned event.

Future Outlook

The filing details the consummation of a significant all-equity merger where Sitio Royalties Corp. became a wholly-owned subsidiary of New Viper, indicating a complete corporate restructuring for Sitio Royalties Corp. and its operating partnership.

Industry Context

This filing reflects a consolidation within the oil and gas royalty and mineral sector, where Viper Energy, Inc. and Sitio Royalties Corp., both significant players, merged to form New Viper. Such mergers are common strategies for achieving scale, operational efficiencies, and market dominance in the energy industry.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. have had their shares converted into shares of New Viper, effectively making them shareholders of the combined entity.

Next Steps

• The shares of Sitio Royalties Corp. Class A Common Stock held by the reporting person have been converted into shares of New Viper Class A common stock as per the merger terms.

Key Dates

Keywords

Sitio Royalties, Viper Energy, New Viper, Merger, SEC Form 4, Insider Transaction, Equity Transaction, Oil and Gas Royalties, Energy Sector