Viper Energy to acquire Sitio Royalties in all-stock merger; Sitio holders get 0.4855 shares per share

VNOM Sub, Inc.

All-equity deal: each Sitio Class A share converts to 0.4855 New Parent shares; Viper stockholders will own ~80% of combined company.
Post-closing, New Parent will be named Viper Energy, Inc. and retain Viper's current board and executive team.
Conditions include HSR clearance, Sitio stockholder approval, and SEC effectiveness; Diamondback (majority Viper holder) has already approved.
Termination fee of $89.6 million payable by Sitio under certain circumstances, reduced to $44.8 million in some scenarios.
Deal has a June 2, 2026 outside end date; Sitio may terminate for a superior proposal subject to fee.

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