Form 4: VNOM Exec's Shares Convert Post-Merger

An executive's Class A Common Stock in VNOM Sub, Inc. was converted into shares of New Viper's Class A common stock following the Sitio Merger Agreement.

Summary

• Matt Zmigrosky, Executive VP, General Counsel, and Secretary of VNOM Sub, Inc., reported a transaction on August 19, 2025.
• The transaction involved the disposal of 4,253 shares of Class A Common Stock of VNOM Sub, Inc.
• Following this transaction, the reporting person beneficially owns 0 shares of VNOM Sub, Inc. Class A Common Stock.
• This transaction occurred pursuant to the Agreement and Plan of Merger (the "Sitio Merger Agreement") dated June 2, 2025.
• Under the merger agreement, Viper Merger Sub merged with and into Viper (VNOM Sub, Inc.), with Viper becoming a wholly owned subsidiary of New Viper.
• At the effective time of the Viper Pubco Merger, 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.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of a share conversion following a merger, which is an expected administrative action. It does not convey new positive or negative operational or financial news.

Future Outlook

The filing details the completion of a corporate merger where VNOM Sub, Inc. (formerly Viper Energy, Inc.) became a wholly owned subsidiary of New Viper, with existing shares converting to New Viper stock.

Industry Context

This filing reflects the finalization of a significant merger within the energy or royalty sector, consolidating assets under a new corporate structure (New Viper). Such mergers are common strategies for achieving scale, operational efficiencies, or market positioning within the industry.

Stakeholder Impact

• Shareholders of VNOM Sub, Inc. (Viper) had their Class A Common Stock cancelled and automatically converted into Class A common stock of New Viper, indicating a change in their direct equity holding entity.

Key Dates

Keywords

VNOM Sub Inc, Viper Energy, Sitio Royalties Corp, Merger, SEC Form 4, Insider Transaction, Stock Conversion, Corporate Restructuring, Matt Zmigrosky