8-K
filed August 19, 2025, 7:59 PM ET
CIK 0001602065
M&A
confidence high
sentiment neutral
materiality 0.75
VNOM Sub, Inc.: M&A transaction — Viper Energy completes merger with Sitio Royalties; shares convert at 0.4855:1
VNOM Sub, Inc.
- Merger closed Aug 19, 2025; Sitio shareholders get 0.4855 New Viper Class A shares per Sitio share.
- Former Viper Class A and B shares convert 1:1 into New Viper Class A and B shares, respectively.
- New Viper (f/k/a New Cobra Pubco, Inc.) becomes successor issuer; ticker VNOM unchanged.
- Former Viper renamed VNOM Sub, Inc.; directors West, Argo, Armour, Hu, Perry, Rubin, Stice depart.
- Austen Gilfillian and Matt Zmigrosky appointed to Former Viper board; Van't Hof remains.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
VNOM Sub, Inc.: Former Viper amended and restated its bylaws in their entirety in connection with the Mergers (effective 2025-08-19).
- Change
- bylaw amendment
- Effective
- 2025-08-19
Exact text from the filing
on August 19, 2025, Former Viper amended and restated its certificate of incorporation and bylaws
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
VNOM Sub, Inc.: Former Viper amended and restated its certificate of incorporation in its entirety in connection with the Mergers (effective 2025-08-19).
- Change
- charter amendment
- Effective
- 2025-08-19
Exact text from the filing
on August 19, 2025, Former Viper amended and restated its certificate of incorporation
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
VNOM Sub, Inc. underwent a change of control involving New Cobra Pubco, Inc. for all-equity transaction (closed 2025-08-19).
- Action
- change of control
- Counterparty
- New Cobra Pubco, Inc.
- Consideration
- all-equity transaction
- Closing
- 2025-08-19
Exact text from the filing
the Mergers were consummated in accordance with the Merger Agreement (the “Closing”)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
VNOM Sub, Inc. completed an acquisition involving Sitio Royalties Corp. for all-equity transaction (closed 2025-08-19).
- Action
- acquisition
- Counterparty
- Sitio Royalties Corp.
- Consideration
- all-equity transaction
- Closing
- 2025-08-19
Exact text from the filing
the acquisition of Sitio by Former Viper in an all-equity transaction
View on SEC.gov
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