Form 4: Director's Shares Converted in Viper-Sitio Merger

Director James L. Rubin's beneficial ownership in VNOM Sub, Inc. changed to zero following the conversion of shares as part of the Sitio Merger Agreement.

Summary

• James L. Rubin, a Director of VNOM Sub, Inc. (formerly Viper Energy, Inc.), reported a change in beneficial ownership.
• On August 19, 2025, Rubin disposed of 12,507 shares of Class A Common Stock in VNOM Sub, Inc.
• Following this transaction, beneficial ownership in VNOM Sub, Inc. is 0 shares.
• This disposition occurred pursuant to the Agreement and Plan of Merger (the "Sitio Merger Agreement") dated June 2, 2025.
• As part of the merger, Viper Merger Sub will merge with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper (formerly New Cobra Pubco Inc.).
• Each share of Viper's Class A Common Stock was cancelled and automatically converted into one share of New Viper's Class A common stock at the effective time of the Viper Pubco Merger.
• The 12,507 securities included 4,173 restricted stock units granted on May 20, 2025, which were set to vest on the earlier of May 20, 2026, or the date of the 2026 annual meeting of stockholders.

Sentiment

Score: 7

Explanation: The filing reports a routine transaction related to a major corporate merger, indicating the successful execution of a strategic event. While not directly positive or negative on its own, it confirms the progression of the merger.

Positives

• Completion of the Sitio Merger Agreement indicates progress in the strategic consolidation of the entities involved.

Future Outlook

The merger of Viper and Sitio Royalties Corp. is a significant strategic move, leading to the conversion of Viper's Class A Common Stock into New Viper's Class A common stock. Restricted stock units granted to the reporting person are set to vest on the earlier of May 20, 2026, or the 2026 annual meeting of stockholders.

Industry Context

This transaction reflects ongoing consolidation trends within the oil and gas royalty and mineral sector, aiming to create larger, more diversified entities like New Viper.

Comparison to Industry Standards

• The share conversion mechanism, where existing shares are cancelled and converted into shares of a new parent entity, is a standard practice in corporate mergers and acquisitions, particularly in "reverse merger" or "UP-C" structures common in the energy sector.

Stakeholder Impact

• Shareholders: Existing shareholders of Viper (VNOM Sub, Inc.) had their shares converted into shares of New Viper, impacting their ownership structure and potentially the trading symbol.
• Management/Directors: Directors like James L. Rubin have their holdings adjusted to reflect the new corporate structure.

Next Steps

• Continued integration of Viper into New Viper following the merger.
• Vesting of remaining restricted stock units for James L. Rubin on or before the 2026 annual meeting of stockholders.

Key Dates

Keywords

SEC Form 4, Beneficial Ownership, Merger, Acquisition, Viper Energy, Sitio Royalties, VNOM, Director, Stock Conversion