Announcement • Aug 19

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Viper Energy, Inc. (NasdaqGS:VNOM) completed the acquisition of Sitio Royalties Corp. (NYSE:STR).

Viper Energy, Inc. (NasdaqGS:VNOM) entered into a definitive agreement to acquire Sitio Royalties Corp. (NYSE:STR) for $2.98 billion on June 2, 2025. Viper will acquire Sitio in an all-equity transaction valued at approximately $4.1 billion, including Sitio’s net debt of approximately $1.1 billion. The consideration consist of 0.4855 shares of Class A common stock of a new holding company (“pro forma Viper”) for each share of Sitio Class A common stock, and 0.4855 units of Viper’s operating subsidiary, Viper Energy Partners LLC, for each unit of Sitio’s operating subsidiary (along with a corresponding amount of Class B common stock of pro forma Viper for each share of Sitio Class C common stock), representing an implied value to each Sitio stockholder of $19.41 per share based on the closing price of Viper common stock on June 2, 2025. Upon consummation of the Mergers, former Viper and Sitio stockholders will own approximately 80% and 20%, respectively, of New Parent on a fully diluted basis. As of July 18, 2025, special meeting of the stockholders of Sitio Royalties Corp on August 18, 2025 to vote on a proposal to approve and adopt the terms of the Agreement and Plan of Merger. The transaction was unanimously approved by the Board of Directors of each company and has been approved by the written consent of Diamondback as Viper’s majority stockholder. Stockholders holding an aggregate of approximately 48% of Sitio’s outstanding voting power, including Kimmeridge, its largest stockholder, have agreed to vote in favor of the transaction. The transaction is subject to customary regulatory approvals, HSR act clearance and is expected to close in the third quarter of 2025. Sitio will be required to pay Viper the Termination Fee of $89.6 million. As of June 09, 2025, Wohl & Fruchter LLP is investigating the fairness of the proposed merger. The Wohl & Fruchter is investing whether the Sitio Board of Directors acted in the best interests of Sitio shareholders in approving the merger, this includes whether the exchange ratio agreed upon is fair to Sitio shareholders, and whether all material information regarding the transaction has been fully disclosed. Notice of special meeting of stockholders to be held on August 18, 2025. The registration statement on Form S-4, of which this joint information statement/proxy statement/prospectus forms a part, must have been declared effective by the SEC. As of August 18, 2025, Sitio stockholders approved the previously announced merger (the “Merger”) between Sitio and Viper Energy, Inc. Registration statement on Form S-4, was declared effective by the SEC on July 18, 2025. The Merger is anticipated to close on August 19, 2025 and 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. Moelis & Company LLC acted as financial advisor fairness opinion provider and Zachary S. Podolsky, Nelson O. Fitts, Michael J. Schobel, Emily D. Johnson and Joshua M. Holmes of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors for Viper Energy, Inc. Jakob Rendtorff of Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan Securities LLC in its role as financial advisor and fairness opinion provider and Douglas E. McWilliams, Benjamin R. Barron, Scott Rubinsky, Ryan Carney, Lina Dimachkieh, Alex Lewis, Dario Mendoza, Hill Wellford, Kara Kuritz, Dave Wicklund and Jeff Crough of Vinson & Elkins LLP acted as legal advisor for Sitio Royalties Corp. Continental Stock & Trust Company is a transfer agent to Sitio. Gibson Dunn & Crutche LLP advised Moelis & Company LLC in the transaction. Viper Energy, Inc. (NasdaqGS:VNOM) completed the acquisition of Sitio Royalties Corp. (NYSE:STR) on August 19, 2025. At the Closing, each of Steven E. West, Laurie H. Argo, Spencer D. Armour, Frank C. Hu, W. Wesley Perry, James L. Rubin and Travis D. Stice ceased to be directors of Former Viper and members of any committee of Former Viper’s board of directors. Austen Gilfillian and Matt Zmigrosky were appointed to the board of directors of Former Viper. Kaes Van’t Hof remains on the board of directors of Former Viper.

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Viper Energy, Inc. (NasdaqGS:VNOM) completed the acquisition of Sitio Royalties Corp. (NYSE:STR).

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