Form 4: Director Stice Disposes VNOM Shares Post-Merger

A director of VNOM Sub, Inc. reported the disposition of shares as part of a pre-planned merger agreement with Sitio Royalties Corp.

Summary

• Travis D. Stice, a Director of VNOM Sub, Inc. (VNOM), reported the disposition of 106,169 shares of Class A Common Stock.
• The transaction is scheduled for August 19, 2025, and is pursuant to the Agreement and Plan of Merger (the "Sitio Merger Agreement") dated June 2, 2025.
• Under the merger agreement, VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) will undergo a merger where Viper Merger Sub will merge into Viper, with Viper becoming a wholly owned subsidiary of New Viper (f/k/a New Cobra Pubco Inc.).
• At the effective time of the Viper Pubco Merger, each share of Viper's Class A Common Stock will be cancelled and automatically converted into one share of New Viper's Class A common stock.
• Following this reported transaction, Travis D. Stice will directly own 0 shares and indirectly own 0 shares of VNOM Sub, Inc. Class A Common Stock.
• The shares were previously held indirectly by Stice Investments, Ltd., which is managed by Stice Management, LLC, where Mr. Stice and his spouse hold 100% of the membership interests.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a procedural filing detailing a mandatory share conversion as part of a pre-announced merger, rather than a discretionary sale or a report on financial performance.

Positives

• The transaction is part of a pre-announced merger, indicating progress towards the completion of a strategic corporate event.
• The conversion of shares into New Viper's Class A common stock ensures continuity of ownership interest in the combined entity for the reporting person.

Negatives

• The filing does not present any direct negative implications for the reporting person or the company, as the disposition is a mandatory conversion due to a merger.

Risks

• The filing itself does not detail specific risks, but the underlying merger transaction may carry inherent risks such as integration challenges, market reception to the combined entity, and potential for deal termination or delays, none of which are elaborated upon in this Form 4.

Future Outlook

The filing indicates the impending completion of the Viper Pubco Merger, where shares of VNOM Sub, Inc. will be converted into shares of New Viper, signaling the formation of a new combined entity.

Industry Context

This transaction reflects ongoing consolidation and strategic realignments within the energy and royalty sectors, where companies seek to optimize portfolios and achieve scale through mergers and acquisitions.

Related Party Transactions

• The shares were held indirectly by Stice Investments, Ltd., which is managed by Stice Management, LLC. Mr. Stice and his spouse hold 100% of the membership interests in Stice Management, LLC, of which Mr. Stice is the manager. This structure represents a related party ownership.

Stakeholder Impact

• Shareholders of VNOM Sub, Inc. (Viper) will have their shares converted into shares of New Viper, impacting their ownership structure in the combined entity.

Next Steps

• Completion of the Viper Pubco Merger, at which point Viper's Class A Common Stock will be cancelled and converted into New Viper's Class A common stock.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Merger Agreement, VNOM Sub Inc, Viper Energy, Sitio Royalties Corp, Travis D. Stice, Share Conversion, Corporate Governance, Equity Disposition