Form 4: Sitio Royalties Exec Reports Merger-Driven Equity Changes

Andrew Dax McDavid, EVP of Corporate Development at Sitio Royalties, reported significant changes in his beneficial ownership following the consummation of the merger with Viper Energy.

Summary

• Andrew Dax McDavid, Executive Vice President, Corporate Development of Sitio Royalties Corp. (STR), reported changes in his beneficial ownership of company securities.
• The changes occurred on August 19, 2025, coinciding with the consummation of the Agreement and Plan of Merger, dated June 2, 2025, between Sitio Royalties Corp., Viper Energy, Inc., and related entities.
• New Viper Pubco, Inc. acquired Sitio Royalties Corp. in an all-equity transaction through a series of mergers, including the Sitio Pubco Merger and the Opco Merger.
• McDavid disposed of 456,028 shares of Class A Common Stock and 102,006 shares of Class C Common Stock of Sitio Royalties Corp., resulting in zero direct beneficial ownership of these classes after the transaction.
• Performance Stock Units (PSUs) related to Sitio Class A Common Stock, totaling 221,999 units, vested in full and were converted into the right to receive New Viper Class A common stock at an exchange ratio of 0.4855.
• Sitio Royalties Operating Partnership, LP Units (Sitio Opco units), totaling 102,006, were canceled and converted into the right to receive Viper Opco units and New Viper Class B common stock at the same 0.4855 exchange ratio.
• Class C Common Stock was canceled with no consideration delivered in exchange.
• The reported dispositions are solely due to the merger agreement and do not reflect open market sales by the reporting person.

Sentiment

Score: 5

Explanation: This Form 4 is a factual compliance filing reporting the mechanical changes in an executive's beneficial ownership due to a pre-announced merger. It does not provide new information regarding company performance or strategic direction that would inherently shift sentiment, but rather confirms the execution of a previously disclosed corporate action.

Positives

• Performance Stock Units (PSUs) held by the reporting person vested in full upon the effectiveness of the Sitio Pubco Merger, with performance goals determined based on target performance.
• The all-equity nature of the merger means the reporting person's equity interest transitioned into the combined entity, New Viper, maintaining a stake in the ongoing business.

Negatives

• All beneficial ownership of Sitio Royalties Corp. Class A and Class C Common Stock, as well as Sitio Opco units and PSUs, was disposed of or converted, resulting in no direct holdings in the original entity.
• Class C Common Stock was canceled without any consideration delivered in exchange.

Future Outlook

NA

Industry Context

The consummation of the merger between Sitio Royalties Corp. and Viper Energy, Inc. represents a significant consolidation within the oil and gas royalty and mineral sector, aiming to create a larger, more diversified entity in the space.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. (excluding Class C holders) had their shares converted into New Viper equity, indicating a continuation of their investment in the combined entity.
• Holders of Sitio Royalties Corp. Class C common stock experienced a complete loss of their investment as these shares were canceled without consideration.
• Employees, such as the reporting person, had their equity-based compensation awards (PSUs) vested and converted into New Viper equity, aligning their interests with the new combined company.

Key Dates

Keywords

Sitio Royalties Corp, STR, Viper Energy Inc, Merger, SEC Form 4, Beneficial Ownership, Andrew Dax McDavid, Equity Transaction, Performance Stock Units, Class A Common Stock, Class C Common Stock, Viper Opco, New Viper, Corporate Development