Sitio Royalties Stockholders Approve Merger with Viper Energy

Sitio Royalties Corp. stockholders have approved the merger with Viper Energy, Inc. The deal is expected to close on August 19, 2025. Under the terms of the merger, Sitio stockholders will receive 0.4855 shares of New Viper's Class A common stock for each Sitio Class A common stock held. Sitio Opco unitholders will receive 0.4855 common units in Viper for each unit held.

Title: Sitio Royalties Corp. Stockholders Approve Merger with Viper Energy, Inc.

July 2, 2025 - Sitio Royalties Corp. (NYSE: STR) has received approval from its stockholders to merge with Viper Energy, Inc. The transaction, anticipated to close on August 19, 2025, involves a significant consolidation of oil and gas mineral and royalty interests. The merger will create a major player in the minerals sector, focusing on substantial scale and low leverage.

Under the terms of the merger agreement, Sitio stockholders will receive 0.4855 shares of Class A common stock of New Cobra Pubco, Inc. (New Viper) for each share of Sitio Class A common stock owned. Sitio Royalties Operating Partnership unitholders will 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 will be canceled for no consideration and cease to exist.

The merger announcement follows the SEC’s declaration on July 18, 2025, that the registration statement on Form S-4 filed by New Parent in connection with the merger was effective. A definitive joint information statement/proxy statement/prospectus was mailed to stockholders of both companies around the same date.

Sitio Royalties, a shareholder returns-driven company, has accumulated over 275,000 net royalty acres through more than 200 acquisitions as of June 30, 2025. The company reports a robust current ratio of 4.04 and an attractive 7.87% dividend yield, indicating strong financial health while rewarding shareholders.

Analysts from Texas Capital Securities have downgraded Sitio Royalties’ stock rating from Buy to Hold, despite expressing a positive view of the strategic benefits of the merger. The transaction is anticipated to create a major player in the minerals sector, with a focus on substantial scale and low leverage. As part of the acquisition, Viper Energy will gain approximately 25,300 net royalty acres in the Permian Basin. Additionally, Viper’s board has approved a 10% increase in its base dividend to $1.32 per share annually, indicating confidence in the merger’s potential to enhance shareholder value.

Trading of Sitio Class A common stock will be suspended on the New York Stock Exchange prior to market open on August 19, 2025.

References:
[1] https://www.investing.com/news/company-news/sitio-shareholders-approve-merger-with-viper-energy-93CH-4198137
[2] https://www.morningstar.com/news/business-wire/20250815712204/sitio-royalties-corp-stockholders-approve-merger-with-viper-energy-inc