Form 4: Sitio Royalties Director Disposes Shares Post-Merger

Sitio Royalties Corp. Director Jon-Al Duplantier disposed of 57,940 Class A Common Stock shares following the company's all-equity merger with New Viper.

Summary

• Jon-Al Duplantier, a Director of Sitio Royalties Corp., reported the disposition of 57,940 shares of Class A Common Stock.
• This disposition occurred on August 19, 2025, as a result of the consummation of the merger transactions between Sitio Royalties Corp. and New Cobra Pubco, Inc. (New Viper).
• The merger was an all-equity transaction where New Viper acquired Sitio Royalties Corp.
• Deferred restricted stock units (RSUs) in respect of Sitio Class A Common Stock vested immediately and were canceled, converting into the right to receive 0.4855 shares of New Viper Class A common stock for each Sitio Class A Common Stock share subject thereto.
• Following this transaction, the reporting person beneficially owns 0 shares of Sitio Royalties Corp. Class A Common Stock.

Sentiment

Score: 7

Explanation: The filing reports the expected consummation of a major merger, which is a significant strategic event. While it marks the end of Sitio Royalties as a standalone entity, the transaction itself is a planned and executed corporate action. The disposition of shares is a procedural outcome of this merger, not a negative signal about the company's performance.

Positives

• The consummation of the merger indicates the successful completion of a significant strategic transaction.
• The all-equity nature of the acquisition suggests a focus on long-term integration and potential alignment of shareholder interests between the merging entities.

Negatives

• The reporting person no longer holds direct beneficial ownership in Sitio Royalties Corp., as the entity has been acquired and its shares converted.

Risks

• Integration risks associated with combining the operations and assets of Sitio Royalties Corp. into New Viper.
• Potential dilution for existing Viper Energy, Inc. shareholders due to the all-equity nature of the acquisition.
• Uncertainty regarding the future performance and strategic direction of the combined entity, New Viper.

Future Outlook

The filing indicates the completion of a significant merger, suggesting a new operational phase for the combined entity under New Viper. The future outlook for Sitio Royalties Corp. as a standalone entity is now integrated into New Viper's strategy and performance.

Industry Context

This merger signifies consolidation within the energy royalties and mineral rights sector, potentially driven by economies of scale, market positioning, or asset diversification strategies. Such transactions are common in mature industries seeking efficiency and market dominance through strategic combinations.

Comparison to Industry Standards

• The all-equity nature of the transaction is a common structure for mergers aiming to preserve cash and align shareholder interests, similar to the Diamondback Energy-Rattler Midstream merger in 2022 or the recent ExxonMobil-Pioneer Natural Resources deal in the energy sector.
• The conversion ratio of 0.4855 shares of New Viper per Sitio share reflects the agreed-upon valuation in the merger agreement, which would have been benchmarked against market prices and financial metrics of both companies at the time of the merger agreement.

Management Changes

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. will become shareholders of New Viper, with their investment's future performance now tied to the combined entity's operations.
• Shareholders of Viper Energy, Inc. will see their company's structure change and may experience dilution due to the all-equity acquisition of Sitio Royalties Corp.
• Employees of Sitio Royalties Corp. will transition under New Viper, potentially leading to organizational restructuring or changes in roles and responsibilities.

Next Steps

• Integration of Sitio Royalties Corp.'s assets and operations into New Viper.
• Shareholders of Sitio Royalties Corp. will receive shares of New Viper based on the 0.4855 conversion ratio.
• New Viper will operate as the combined entity, focusing on its consolidated strategic objectives.

Key Dates

Recommendation

The filing confirms the consummation of the merger, meaning Sitio Royalties Corp. shares have been converted into New Viper shares. For investors who held Sitio, their position has automatically transitioned. The recommendation is to hold the newly acquired New Viper shares as the integration process begins and evaluate the combined entity's future performance and strategic direction.

Keywords

Sitio Royalties Corp., STR, Viper Energy, Merger, Acquisition, Form 4, Insider Trading, Equity Transaction, Jon-Al Duplantier, New Viper