Form 4: Sitio Royalties Officer Disposes Shares Post-Merger

An officer of Sitio Royalties Corp. reported the disposition of all beneficial ownership in company securities following the consummation of its merger with Viper Energy, Inc.

Summary

• James Britton L., Executive Vice President of Land for Sitio Royalties Corp., reported changes in beneficial ownership of company securities.
• The transactions occurred on August 19, 2025, coinciding with the consummation of the merger between Sitio Royalties Corp. and Viper Energy, Inc., as outlined in the Merger Agreement dated June 2, 2025.
• New Viper Pubco, Inc. acquired Sitio Royalties Corp. in an all-equity transaction.
• All outstanding performance-based restricted stock units (PSUs) and restricted stock units related to Sitio Class A Common Stock immediately vested in full (with performance goals determined at target) 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.
• Sitio Class C Common Stock was canceled, and no consideration was delivered in exchange.
• Sitio Opco units vested and converted into Viper Opco units and New Viper Class B common stock at an exchange ratio of 0.4855.
• Following these transactions, James Britton L. holds 0 shares of Sitio Royalties Corp. Class A Common Stock, Class C Common Stock, and Sitio Royalties Operating Partnership, LP Units.
• This Form 4 exclusively reports the disposition of securities due to the Merger Agreement and does not include any separate sales of securities by the reporting person.

Sentiment

Score: 5

Explanation: The filing is a standard Form 4 reporting changes in beneficial ownership due to a corporate merger. It is factual and neutral, reflecting the expected outcome of a major corporate transaction rather than new positive or negative developments.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. received shares of New Viper Pubco, Inc. as consideration for their Sitio shares.
• Employees holding Sitio PSU Awards and restricted stock units had their awards vested and converted into New Viper shares as part of the merger terms.

Key Dates

Keywords

Sitio Royalties Corp., STR, Viper Energy Inc., Merger, SEC Form 4, Insider Transaction, Beneficial Ownership, Equity Transaction, Corporate Governance, Executive Compensation