Form 4: STR insiders exchange all holdings after Viper Energy merger
Rhea-AI Filing Summary
Sitio Royalties Corp. insiders disposed of all their equity holdings in connection with a merger with Viper Energy, Inc. On 08/19/2025 the reporting persons sold or exchanged 10,431 shares of Class A common stock and 15,443,610 shares of Class C common stock (the Class C shares were held together with Sitio Royalties Operating Partnership, LP units). After the transactions the reporting persons report beneficial ownership of 0 shares.
The securities were directly held by Source Energy Permian II, LLC and related affiliated entities; Oaktree-affiliated entities are identified as indirect managers and disclaim beneficial ownership except for any pecuniary interest. The Form 4 lists the dispositions as made pursuant to the merger agreement dated June 2, 2025.
Positive
- None.
Negative
- None.
Insights
TL;DR Insiders disposed of all holdings in Sitio via merger consideration, eliminating their beneficial ownership.
The filing documents a complete disposition of reported Class A and Class C shares and corresponding partnership units on 08/19/2025 tied to the merger with Viper Energy, Inc. The transaction reduces the reporting parties' post-transaction holdings to zero and is recorded as an S (sale/disposition) code. Holdings were held directly by Source Energy Permian II, LLC and affiliated Source/Oaktree entities are disclosed as indirect managers with disclaimers of beneficial ownership except for pecuniary interest. For investors, this is a technical ownership update reflecting the legal exchange of issuer securities for merger consideration; the Form 4 contains no separate cash sale details or prices.
TL;DR The filing shows corporate insiders relinquished equity due to a merger, with layered entity disclosures and disclaimers.
The report lists multiple related reporting entities (Source, Sierra, Source Energy, FIE, and Oaktree-affiliated managers) and explains direct versus indirect holding relationships and disclaimers. It also confirms that each Sitio Royalties OP unit plus a Class C share is exchangeable for one Class A share, and that all reported securities were exchanged under the merger agreement dated June 2, 2025. The disclosure follows Section 16 reporting requirements and clarifies chain-of-ownership but does not provide merger consideration specifics beyond the exchange mechanics.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Sitio Royalties Operating Partnership, LP Units | 15,443,610 | $0.00 | -- |
| Sale | Class A Common Stock | 10,431 | $0.00 | -- |
| Sale | Class C Common Stock | 15,443,610 | $0.00 | -- |
Footnotes (1)
- In connection with merger of the Issuer with Viper Energy, Inc., the reporting person disposed of all issuer equity securities in exchange for the merger consideration pursuant to the Agreement and Plan of Merger dated as of June 2, 2025, by and among the parties thereto. The reported securities were directly held by (i) Source Energy Permian II, LLC ("Source"), as the direct holder of securities, (ii) Sierra Energy Royalties, LLC ("Sierra") (iii) Source Energy Partners, LLC ("Source Energy") (iv) OCM FIE, LLC ("FIE"). Oaktree Capital Management L.P., Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP LLP are the indirect managers of Source, Sierra, Source Energy, and FIE, but each of the foregoing disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. Each Sitio Royalties Operating Partnership, LP Unit, together with a share of Class C Common Stock, is exchangeable, for no additional consideration, into one share of Class A Common Stock.
