Form 4: VNOM President's Shares Convert in Merger

Austen Gilfillian's Class A Common Stock in VNOM Sub, Inc. was converted to New Viper Class A common stock as part of the Sitio Merger Agreement.

Summary

• Austen Gilfillian, President of VNOM Sub, Inc., reported a disposition of 45,213 shares of Class A Common Stock on August 19, 2025.
• Following this transaction, Gilfillian beneficially owns 0 shares of VNOM Sub, Inc.
• The disposition is a result of the Agreement and Plan of Merger (Sitio Merger Agreement) dated June 2, 2025.
• Under the merger, Viper Merger Sub will merge into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper.
• 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 at the effective time of the Viper Pubco Merger.
• The reported securities include 29,383 restricted stock units (RSUs) of Viper, which vest on various dates: 4,415 on October 1, 2025; 12,130 on March 1, 2026; 2,560 on October 1, 2026; and 10,278 on March 1, 2027.

Sentiment

Score: 7

Explanation: The filing reflects a routine, expected corporate action (merger-related share conversion) rather than an unexpected insider sale. The continuity of executive ownership in the new entity via converted shares and existing RSUs is a neutral to slightly positive signal, indicating alignment with the new corporate structure.

Positives

• The transaction is part of a pre-announced merger, indicating a planned corporate action rather than an unexpected insider sale.
• The conversion of shares into New Viper stock suggests continuity of ownership in the combined entity.

Negatives

• The reporting person's direct beneficial ownership in VNOM Sub, Inc. is reduced to zero, as expected due to the merger.

Future Outlook

The filing indicates the completion of the Viper Pubco Merger, where Viper will become a wholly owned subsidiary of New Viper, and Viper's Class A Common Stock will convert to New Viper's Class A common stock. This points to the finalization of a significant corporate restructuring.

Industry Context

This transaction is a standard procedural step following a merger agreement in the energy or royalty sector, specifically involving Viper Energy and Sitio Royalties. Such conversions are common in corporate consolidations aimed at streamlining operations or creating new combined entities.

Comparison to Industry Standards

• The conversion of shares as part of a merger is a standard practice in corporate acquisitions and consolidations, aligning with typical industry procedures for integrating acquired entities.
• The vesting schedule for restricted stock units is also a common incentive structure for executives, comparable to practices in other publicly traded companies in the energy and royalty sectors.

Stakeholder Impact

• Shareholders: Viper shareholders will have their shares converted into New Viper shares, impacting their ownership structure in the combined entity.
• Employees: The merger may have implications for employees of Viper, as it becomes a subsidiary of New Viper.

Next Steps

• Completion of the Viper Pubco Merger, resulting in Viper becoming a wholly owned subsidiary of New Viper.
• Conversion of Viper's Class A Common Stock into New Viper's Class A common stock.
• Continued vesting of Austen Gilfillian's restricted stock units on specified future dates.

Key Dates

Recommendation

This Form 4 details a routine share conversion as part of a previously announced merger, not an open market sale or purchase. It provides no new information that would fundamentally alter the investment thesis for either VNOM (which is being absorbed) or the acquiring entity (New Viper/Sitio Royalties). Investors should hold and monitor the integration of the merged entities and future performance of the combined company.

Keywords

SEC Form 4, Insider Transaction, Merger, Viper Energy, Sitio Royalties, Stock Conversion, Restricted Stock Units, Corporate Action, VNOM, New Viper