Sitio Royalties Corp. Stockholders Approve Merger with Viper Energy, Inc.
As previously announced, Sitio stockholders are entitled to receive 0.4855 shares of Class A common stock of New Cobra Pubco, Inc. (鈥淣ew Viper鈥�) for each share of Sitio Class A common stock owned. Sitio Royalties Operating Partnership, LP (鈥淪itio Opco鈥�) unitholders are entitled to receive 0.4855 common units representing limited liability company membership interests in Viper Energy Partners LLC for each unit in Sitio Opco owned, along with 0.4855 shares of New Viper Class B common stock for each unit in Sitio Opco owned. Each share of Sitio Class C common stock owned will be canceled for no consideration and cease to exist.
Sitio Class A common stock will be suspended from trading on the New York Stock Exchange (NYSE) prior to market open on August 19, 2025.
About Sitio Royalties Corp.
Sitio is a shareholder returns-driven company focused on large-scale consolidation of high-quality oil & gas mineral and royalty interests across premium basins, with a diversified set of top-tier operators. With a clear objective of generating cash flow from operations that can be returned to stockholders and reinvested, Sitio has accumulated over 275,000 NRAs through the consummation of over 200 acquisitions, as of June 30, 2025. More information about Sitio is available at .
Forward-Looking Statements
This communication relates to a proposed business combination transaction between Viper and Sitio and the information included herein includes forward-looking statements within the meaning of the federal securities laws, which involve certain risks, uncertainties and assumptions that could cause the results to differ materially from such statements. All statements, other than historical facts, that address activities that Viper or Sitio assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future, or statements regarding the proposed Mergers, the likelihood that the conditions to the consummation of the Mergers will be satisfied on a timely basis or at all, Viper鈥檚 and Sitio鈥檚 ability to consummate the Mergers at any time or at all, the benefits of the Mergers and the post-combination company鈥檚 future financial performance following the Mergers, the post-combination company鈥檚 strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used herein, the words 鈥渕ay,鈥� 鈥渃ould,鈥� 鈥渂elieve,鈥� 鈥渁nticipate,鈥� 鈥渋ntend,鈥� 鈥渆stimate,鈥� 鈥渆xpect,鈥� 鈥減roject鈥� and similar expressions and the negative of such words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. The forward-looking statements are based on Viper鈥檚 and Sitio鈥檚 management鈥檚 current beliefs, based on currently available information, as to the outcome and timing of future events.
Factors that could cause the outcomes to differ materially include (but are not limited to) the following: risks related to the timing of the closing of the Mergers, including the risk that the conditions to the Mergers are not satisfied on a timely basis or at all or the failure of the Mergers to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; the post-combination company鈥檚 ability to successfully integrate Sitio鈥檚 and Viper鈥檚 businesses and technologies; the risk that the expected benefits and synergies of the Mergers may not be fully achieved in a timely manner, or at all; the risk that Sitio or Viper will not, or that following the Mergers, the post-combination company will not, be able to retain and hire key personnel; unanticipated difficulties or expenditures relating to the Mergers, the response of business partners and retention as a result of the announcement and pendency of the Mergers; Viper鈥檚 ability to finance the combined company on acceptable terms or at all; uncertainty as to the long-term value of the post-combination company鈥檚 common stock; the diversion of Sitio鈥檚 and Viper鈥檚 management鈥檚 time on transaction-related matters; and those risks described in Viper鈥檚 periodic filings with the SEC, including in Item 1A of Viper鈥檚 Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, subsequent Forms 10-Q and 8-K and other filings Viper makes with the SEC, which can be obtained free of charge on the SEC鈥檚 website at and Viper鈥檚 website at , and in Sitio鈥檚 periodic filings with the SEC, including in Item 1A of Sitio鈥檚 Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, subsequent Forms 10-Q and 8-K and other filings Sitio makes with the SEC, which can be obtained free of charge on the SEC鈥檚 website at and Sitio鈥檚 website at investors.sitio.com.
In light of these factors, the events anticipated by Viper鈥檚 and Sitio鈥檚 forward-looking statements may not occur at the time anticipated or at all. Moreover, Viper and Sitio conduct their businesses in a very competitive and rapidly changing environment and new risks emerge from time to time. Viper and Sitio cannot predict all risks, nor can they assess the impact of all factors on their businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements they may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this communication or, if earlier, as of the date they were made. Viper and Sitio do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless required by applicable law.
No Offer
This communication is for informational purposes only and does not constitute an offer to sell any securities pursuant to the Mergers or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information and Where to Find It
In connection with the Mergers, New Parent filed with the SEC a registration statement on Form S-4, which includes a proxy statement of Sitio, an information statement of Viper and a prospectus of New Parent and was declared effective by the SEC on July 18, 2025. Viper, Sitio and New Parent may also file other documents with the SEC regarding the Mergers. A definitive joint information statement/proxy statement/prospectus was first mailed to the stockholders of Viper and Sitio on or about July 18, 2025. This communication is not a substitute for the registration statement and joint information statement/proxy statement/prospectus filed with the SEC or any other documents that Viper, Sitio or New Parent may file with the SEC or send to stockholders of Viper or Sitio in connection with the Mergers. INVESTORS AND STOCKHOLDERS OF SITIO AND VIPER ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the registration statement and the joint information statement/proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by Viper, Sitio or New Parent, through the website maintained by the SEC at .
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IR contact:
Alyssa Stephens
(281) 407-5204
[email protected]
Source: Sitio Royalties Corp.
