Represents 142,897 RSUs and 79,365 shares of Common Stock.


Stock Option (to acquire shares of Common Stock)

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

Pursuant to the Merger Agreement, at the Effective Time, each option that was outstanding as of immediately prior to the Effective Time was automatically, and without any required action on the part of the Reporting Person, canceled without any cash payment or other consideration being made in respect thereof.


Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes.

Represents 142,897 RSUs.

Shares are owned by Xstelos Holdings, Inc., of which the Reporting Person is the sole officer and controlling person. He controls a majority of the shares of Xstelos Holdings, Inc. through shares held in his personal Roth IRA retirement account and through shares held by Couchman Investments LP, a family investment fund, which he controls and which is owned by him and by a trust for the benefit of his children, of which he is the investment manager. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein.

Shares are owned by Myrexis, Inc., of which the Reporting Person is the sole officer and controlling person. Myrexis, Inc. is controlled by Xstelos Holdings, Inc. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein.

Shares are owned by the Couchman Family Fund, of which the Reporting Person is the sole officer and controlling person. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein, except to the extent of his pecuniary interest therein.

227,237 shares are held in the Reporting Person's personal SEP-IRA retirement account and 50,000 shares are held in the Reporting Person's personal 401(k) retirement account.


Common Stock

Common Stock

Common Stock

Common Stock

Common Stock

Includes 100,000 RSUs.


Geoffrey M. Parker Roth IRA.

This Form 4/A is being filed to correct the manner in which the Reporting Person purchased shares of Perrigo Company plc. The original Form 4, filed on August 19, 2025 (the "Original Form 4") reported the purchase of 4,375 shares by Mr. Parker directly, where such shares were in fact acquired indirectly by the Geoffrey M. Parker Roth IRA, as reflected in this Form 4/A. Other than as described in this footnote, there are no other changes from the Original Form 4.

Revocable trust in which Geoffrey Parker and Jill Parker are the trustees.

/s/ Diana Witt, attorney-in-fact for Mr. Geoffrey Parker


/s/ Shane M. Spradlin, by power of attorney


The transaction was executed in multiple trade prices ranging from $180.735 to $180.77.  The price reported above reflects the weighted average sale price.  The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

1,529 of the shares indirectly held were previously held directly.


Non-Qualified Stock Option (Right to Buy)

Common Stock

Initial Grant to New Director.

/s/ John O. Faurescu, attorney-in-fact for Mr. Daly


The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $201.045 to $203.540, inclusive. The reporting person undertakes to provide to the staff of the Securities and
Exchange Commission, the Corporation or any security holder of the Corporation, upon request, full information regarding the number of shares sold at each separate price.


Common Stock

Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 7, 2025, by and among CARGO Therapeutics, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub VII, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On August 18, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $4.379 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price"). [continues to Footnote 2]

[continues from Footnote 1] Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As of immediately prior to and conditioned upon the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was canceled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger [continues to Footnote 3]

[continues from Footnote 2] and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding it was canceled for no consideration.

/s/ Halley Gilbert, as attorney-in-fact for Kapil Dhingra


Reflects shares of the Issuer's common stock issued to the Reporting Person upon the receipt of a  fully vested award of restricted stock units ("RSUs") on August 15, 2025. These RSUs represent the Reporting Person's award bonus earned for the quarter ended June 29, 2025. Each RSU represents a contingent right to receive one share of Issuer's common stock.

Includes 171,225 shares issuable upon the settlement of RSUs granted to the Reporting Person.

Reflects the withholding of shares of the Issuer's common stock to satisfy tax withholding obligations in connection with the vesting of RSUs on August 15, 2025.

/s/ Arthi Chakravarthy, Attorney-in-Fact for Kristina Truong


Common Stock

The shares subject to the option will vest in equal monthly installments over a one-year period, subject to the Reporting Person's continued service through each vesting date, with the first such installment occurring on September 15, 2025.

/s/ Kenneth B. Stratton, as  Attorney-in-Fact


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

The entity holding the underlying shares of Class A common stock (the "Common Stock") of CoreWeave, Inc. entered into a collar arrangement pursuant to which such entity wrote a covered call option and purchased a put option. Only one of the options can be in-the-money on the expiration date, at which time the in-the-money option will be exercised and settled in shares and the other option will expire. If neither option is in-the-money on the expiration date, both options will expire.

Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund - F LLC and Purpose Alternative Credit Fund - T LLC (collectively, the "Magnetar Funds").

Magnetar Capital Partners LP ("Magnetar Capital Partners") is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management") is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.

Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest therein.

These securities are held directly by Magnetar Xing He Master Fund Ltd.

These securities are held directly by Purpose Alternative Credit Fund - F LLC.

These securities are held directly by Purpose Alternative Credit Fund - T LLC.


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Capital Master Fund, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Longhorn Fund LP, Magnetar SC Fund Ltd, Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC, Longhorn Special Opportunities Fund LP, CW Opportunity LLC and CW Opportunity 2 LP, the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Alpha Star Fund LLC and Magnetar Lake Credit Fund LLC (collectively, the "Magnetar Funds").

These securities are held directly by Magnetar Constellation Master Fund, Ltd.

The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $100.78 to $101.60, inclusive. The reporting person undertakes to provide to CoreWeave, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

These securities are held directly by CW Opportunity 2 LP.

These securities are held directly by CW Opportunity LLC.

These securities are held directly by Magnetar Alpha Star Fund LLC.

These securities are held directly by Magnetar Capital Master Fund, Ltd.

These securities are held directly by Magnetar Lake Credit Fund LLC.

These securities are held directly by Magnetar Longhorn Fund LP.

These securities are held directly by Magnetar SC Fund Ltd.

These securities are held directly by Magnetar Structured Credit Fund, LP.

These securities are held directly by Longhorn Special Opportunities Fund LP.

The entity holding the underlying shares of Class A common stock (the "Common Stock") of CoreWeave, Inc. entered into a collar arrangement pursuant to which such entity wrote a covered call option and purchased a put option. Only one of the options can be in-the-money on the expiration date, at which time the in-the-money option will be exercised and settled in shares and the other option will expire. If neither option is in-the-money on the expiration date, both options will expire.


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Magnetar Capital Partners LP ("Magnetar Capital Partners") is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management") is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.

Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest therein.

The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $100.00 to $100.15, inclusive. The reporting person undertakes to provide to CoreWeave, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

These securities are held directly by Magnetar Xing He Master Fund Ltd.

These securities are held directly by Purpose Alternative Credit Fund - F LLC.

These securities are held directly by Purpose Alternative Credit Fund - T LLC.


On August 19, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, (the "Merger Agreement"), by and among Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), New Cobra Pubco, Inc., a Delaware corporation and a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Viper Merger Sub"), Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Sitio Merger Sub"), Sitio Royalties Corp., a Delaware corporation (the "Company"), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ("Sitio Opco") were consummated.

Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement.

This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person.

Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of deferred restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock"), outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective immediately vested in full (to the extent unvested) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855, in respect of each share of Sitio Class A Common Stock subject thereto.

/s/ Jon-Al Duplantier, by Brett S. Riesenfeld as Attorney-in-Fact


Common Stock, par value $0.0001 per share

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.6158 to $0.6500, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.


Common Stock

Twenty-five (25) percent of the shares subject to this option shall vest and become exercisable on April 29, 2025, with the remainder vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd, Magnetar Longhorn Fund LP, Magnetar SC Fund Ltd, Magnetar Xing He Master Fund Ltd, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC, the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund LLC (collectively, the "Magnetar Funds").

These securities are held directly by Magnetar Constellation Master Fund, Ltd.

These securities are held directly by Magnetar Structured Credit Fund, LP.

These securities are held directly by Magnetar SC Fund Ltd.

These securities are held directly by Magnetar Longhorn Fund LP.

These securities are held directly by Magnetar Lake Credit Fund LLC.


Non-Voting Ordinary Shares, No Par Value

The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more. See Exhibit 99.1 for more information.

See Exhibit 99.1.


See Exhibit 99.1.


Class A Common Stock

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.

Represents an award of RSUs granted by the Issuer's Compensation Committee in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance across its businesses.

The RSUs will vest in two equal annual installments beginning on August 17, 2026.


Class A Common Stock


Class A Common Stock

/s/ Robert Hilton, Attorney-in-fact for Ariel Emanuel


Common Stock

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Invivyd, Inc. (the "Company").

The reported ownership includes 10,000 shares of common stock acquired through the Company's Employee Stock Purchase Program.

The sales reported on this Form 4 represent shares sold to satisfy the Reporting Person's tax withholding obligations upon vesting of an RSU award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 20, 2025.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5801 to $0.7134, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5524 to $0.6040, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.

This RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to the Reporting Person's continuous service as of each vesting date.

/s/ Jill Andersen attorney-in-fact for Timothy Edward Lee


Common Stock

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5801 to $0.7134, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5524 to $0.6040, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

/s/ Jill Andersen attorney-in-fact for William E. Duke


Common Stock

/s/ Jill Andersen attorney-in-fact for Julie Green


Common Stock

Common Stock

The shares subject to the option will vest in equal monthly installments over a one-year period, subject to the Reporting Person's continued service through each vesting date, with the first such installment occurring on September 15, 2025.

The shares subject to the option will vest in equal quarterly installments over a one-year period, subject to the Reporting Person's continued service through each vesting date, with the first such installment occurring on September 5, 2025.


Common Stock


Class A Common Stock

These shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of Coty Inc. (the "Company") are held and beneficially owned by JAB Beauty B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Beauty B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.

On July 31, 2025, the Long Swap (as defined below) with BNP Paribas expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares.

JAB Holdings B.V. is party to long cash-settled total return equity swaps (each, a "Long Swap") with Banco Santander, S.A., BNP Paribas, Credit Agricole Corporate and Investment Bank and Societe Generale (the "Banks"), providing for the establishment of long exposure with respect to a notional amount of Shares (the "Subject Shares"). The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require the Banks to acquire, hold, vote or dispose of any securities of the Company.

Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.


Common Stock

/s/ Jill Andersen attorney-in-fact for Robert D. Allen III


Common Stock

Represents restricted stock units of which 10,686 will vest on August 15, 2026, and 10,687 will vest on August 15, 2027. Restricted stock units settle in shares of the Company's common stock on a one-for-one basis. The grant of these restricted stock units was designed to replace certain compensation that the reporting person forfeited when he left his former employer.

The exercise price is equal to 120% of the average of the high and low trading prices on the date of grant.

The grant of this option was designed to replace certain compensation that the reporting person forfeited when he left his former employer.

The option becomes vested and and exercisable in full on August 15, 2028, which is the third anniversary of the date of grant.


Common Stock

Common Stock


The price quoted in column 4 is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $112.657 to $112.96, inclusive.  The Reporting Person undertakes to provide to Patrick Industries, Inc., any security holder of Patrick Industries, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.

/s/ Michael A. Kitson by Joel D. Duthie, attorney-in-fact


Common Stock, par value $0.00001 per share

This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's spouse on December 2, 2024.

The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all the reported shares for purposes of Section 16 or for any other purpose.

/s/ Brady Duane Kafka, as Attorney-in-Fact


Represents shares of common stock gifted by the reporting person.

/s/Hugo E. Gonzalez by Joel D. Duthie, attorney-in-fact


/s/ Jeffrey J. Pochowicz, Attorney-in-fact


Series A Common Stock

Represents 7,000 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock and will automatically convert into one share of Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date.

Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

Consists of (i) 20,968 shares of Series A Common Stock and (ii) 5,820 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Consists of (i) 32,666 shares of Series B Common Stock and (ii) 23,334 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.


Series A Common Stock

Represents 29,513 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

Represents shares of the Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.92 to $31.53 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Consists of (i) 46,483 shares of Series A Common Stock and (ii) 439,032 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Consists of (i) 235,305 shares of Series B Common Stock and (ii) 184,375 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.


Class A Common Stock

This transaction was effected pursuant to a 10b5-1 trading plan adopted on December 13, 2024 by the reporting person, or a vehicle controlled by him.

The price reported in Column 4 is a weighted average price. These shares were sold on August 15, 2025 in multiple transactions at prices ranging from $187.45 to $188.33. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and footnotes 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19.

The price reported in Column 4 is a weighted average price. These shares were sold on August 15, 2025 in multiple transactions at prices ranging from $188.47 to $189.44.

The price reported in Column 4 is a weighted average price. These shares were sold on August 15, 2025 in multiple transactions at prices ranging from $189.47 to $190.44.

The price reported in Column 4 is a weighted average price. These shares were sold on August 15, 2025 in multiple transactions at prices ranging from $190.48 to $191.28.

The price reported in Column 4 is a weighted average price. These shares were sold on August 18, 2025 in multiple transactions at prices ranging from $186.73 to $187.72.

The price reported in Column 4 is a weighted average price. These shares were sold on August 18, 2025 in multiple transactions at prices ranging from $187.73 to $188.70.

The price reported in Column 4 is a weighted average price. These shares were sold on August 18, 2025 in multiple transactions at prices ranging from $188.74 to $189.73.

The price reported in Column 4 is a weighted average price. These shares were sold on August 18, 2025 in multiple transactions at prices ranging from $189.74 to $190.60.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $179.51 to $180.50.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $180.51 to $181.50.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $181.51 to $182.50.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $182.51 to $183.48.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $183.51 to $184.50.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $184.51 to $185.49.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $185.51 to $186.50.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $186.51 to $187.50.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $187.54 to $188.53.

The price reported in Column 4 is a weighted average price. These shares were sold on August 19, 2025 in multiple transactions at prices ranging from $188.55 to $189.31.

Represents 1,400,000 restricted units granted under an equity incentive plan of Ares Management Corporation. Each restricted unit represents the right to receive one share of Class A Common Stock upon vesting. The restricted units vest in installments in accordance with the applicable restricted unit award agreement.

Pursuant to the terms of the Sixth Amended and Restated Exchange Agreement (the "Exchange Agreement"), dated as of May 8, 2025, among Ares Management Corporation, Ares Holdings L.P. and each Ares Operating Group Limited Partner (as defined in the Exchange Agreement), and subject to certain requirements and restrictions, the partnership units of the Ares Operating Group ("AOG Units") are exchangeable for shares of Class A Common Stock on a one-for-one basis.

The reporting person or a vehicle controlled by him is a limited partner in Ares Owners Holdings L.P. ("AOH"), the direct holder of the shares of AOG Units. The AOG Units indirectly held by the reporting person are the number of AOG Units that he has a right to receive as a limited partner in AOH.

/s/ Anton Feingold, by power of attorney


Represents shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs").

These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2024.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.20 to $32.06 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Consists of (i) 86,858 shares of Series A Common Stock and (ii) 588,975 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.


Series A Common Stock

Series A Common Stock

Represents 22,855 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock and will automatically convert into one share of Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date.

Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2024.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.20 to $31.77 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Consists of (i) 136,175 shares of Series A Common Stock and (ii) 309,551 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Consists of 410,496 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.


Series C GCI Group Common Stock

Series C GCI Group Common Stock

Series C GCI Group Common Stock

Series C GCI Group Common Stock

As previously disclosed by the Reporting Person, on September 12, 2019, the Reporting Person entered into a "zero-cost collar" arrangement (the "2019 Transaction") pursuant to which he wrote European call options and purchased European put options referencing shares of the Series C common stock of Liberty Broadband Corporation. In connection with the spin-off (the "Spin-Off") of the Issuer from Liberty Broadband Corporation, the dealer counterparty to the 2019 Transaction adjusted such transaction pursuant to its terms to cause the Reporting Person to be automatically deemed to have entered into the same "zero-cost collar" arrangement with respect to 200,000 shares of the Issuer's Series C GCI Group Common Stock (the "2019 Adjusted Transaction"). Consistent with the 2019 Transaction, only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire.

If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The 2019 Adjusted Transaction will be settled in cash unless the Reporting Person elects physical settlement.

As previously disclosed by the Reporting Person, on September 14, 2021, the Reporting Person entered into a "zero-cost collar" arrangement (the "2021 Transaction"), as amended on March 29, 2023, pursuant to which he wrote European call options and purchased European put options referencing shares of the Series C common stock of Liberty Broadband Corporation. In connection with the Spin-Off, the dealer counterparty to the 2021 Transaction adjusted such transaction pursuant to its terms to cause the Reporting Person to be automatically deemed to have entered into the same "zero-cost collar" arrangement with respect to 80,000 shares of the Issuer's Series C GCI Group Common Stock (the "2021 Adjusted Transaction"). Consistent with the 2021 Transaction, only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire.

If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The 2021 Adjusted Transaction will be settled in cash unless the Reporting Person elects physical settlement.

The 2019 Adjusted Transaction is divided into 15 components, the first 5 of which are with respect to 13,200 shares of Series C GCI Group Common Stock and the last 10 of which are with respect to 13,400 shares, maturing on sequential trading days over the period beginning on August 18, 2026 and ending on September 8, 2026.

The 2021 Adjusted Transaction is divided into 5 components, each of which are with respect to 16,000 shares of Series C GCI Group Common Stock, maturing on sequential trading days over the period beginning on August 21, 2028 and ending on August 25, 2028.

Because the 2019 Adjusted Transaction and the 2021 Adjusted Transaction occurred automatically by operation of the terms of the 2019 Transaction and the 2021 Transaction, respectively, the Reporting Person did not provide or receive any consideration in respect of either transaction.

/s/ Brittany A. Uthoff as Attorney-in-Fact for John C. Malone


Series A Common Stock

Series A Common Stock

Represents 11,426 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024.

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.20 to $31.76 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Consists of (i) 113,798 shares of Series A Common Stock and (ii) 278,786 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Consists of 45,000 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.


Sitio Royalties Operating Partnership, LP Units

Class A Common Stock

Class A Common Stock

On August 19, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, (the "Merger Agreement"), by and among Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), New Cobra Pubco, Inc., a Delaware corporation and a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Viper Merger Sub"), Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Sitio Merger Sub"), Sitio Royalties Corp., a Delaware corporation (the "Company"), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ("Sitio Opco") were consummated.

Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity (the "Opco Merger"), in each case on the terms set forth in the Merger Agreement.

This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person.

Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of performance-based restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock") (each, a "Sitio PSU Award") and each award of restricted stock units in respect of Sitio Class A Common Stock, in each case, outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective (the "Sitio Pubco Merger Effective Time") immediately vested in full (to the extent unvested) (with the satisfaction of any performance goals in respect of any incomplete performance period for any Sitio PSU Award determined based on target performance)

(Continued from footnote 4) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855 (the "Exchange Ratio"), in respect of each share of Sitio Class A Common Stock subject thereto.

Pursuant to the Merger Agreement, each share of the Company's Class C common stock, par value $0.0001 per share ("Sitio Class C Common Stock"), including each share subject to an award of restricted securities consisting of Sitio Opco units and an equivalent number of shares of Sitio Class C Common Stock, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.

Pursuant to the Merger Agreement, each Sitio Opco unit (which is a common unit representing limited partnership interests in Sitio Royalties Operating Partnership, LP) other than any Sitio Opco units held by New Viper, Viper, the Company or by any wholly owned subsidiary of New Viper, Viper, or the Company immediately prior to the time and date that the Opco Merger became effective (the "Opco Merger Effective Time") issued and outstanding immediately prior to the Opco Merger Effective Time, and all rights in respect thereof, immediately vested in full (to the extent unvested) and was treated as an unrestricted Sitio Opco unit for all purposes of the Merger Agreement, pursuant to which such Sitio Opco units were canceled and were converted into the right to receive (A) a number of Viper Opco units equal to the Exchange Ratio and (B) a number of shares of Class B common stock, par value $0.000001 per share, of New Viper equal to the Exchange Ratio.

/s/ Carrie L. Osicka, by Brett S. Riesenfeld as Attorney-in-Fact


Represents shares of the Issuer's common stock (the "Shares") sold to cover tax withholding obligations in connection with the partial vesting of the Reporting Person's Restricted Stock Units ("RSU"). The transaction reported herein was made in accordance with the irrevocable "sell to cover" provision set forth in the award agreements under which the RSUs were granted and does not represent a discretionary sale by the Reporting Person.


Class A Common Stock

Class A Common Stock

/s/ Jarret J. Marcoux, by Brett S. Riesenfeld as Attorney-in-Fact


Class A Common Stock

Class A Common Stock

/s/ Britton L. James, by Brett S. Riesenfeld as Attorney-in-Fact


Class A Common Stock

Class A Common Stock

Executive Vice President, General Counsel and Secretary


Common Stock

3,199,540 shares of the Issuer's Common Stock (the "Common Stock") are owned directly by Sosin Master, L.P. ("Sosin Master"). The Reporting Person, as the Managing Member of CAS Investment Partners, LLC ("CAS"), the investment manager to Sosin Master, may be deemed to beneficially own the securities directly owned by Sosin Master. The remaining 1,999,483 shares of Common Stock are owned directly by CSWR Partners, L.P. ("CSWR"). The Reporting Person, as the Managing Member of CAS, the investment manager to CSWR, may be deemed to beneficially own the securities directly owned by CSWR.

Sosin Master directly holds $13,741,366 principal amount of the Issuer's 4.25% Convertible Senior Notes due April 1, 2029 (the "Notes") and CSWR directly holds $7,501,634 principal amount of the Notes. Subject to conditions described in the indenture governing the Notes, the Notes have an initial conversion rate of 55.4939 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as described in the indenture.

As the Issuer has the option, at its sole discretion, to settle conversions of the Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, none of the Reporting Person, Sosin Master or CSWR are deemed to be beneficial owners of any shares of Common Stock underlying the Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.


Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement.

Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of deferred restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock"), outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective immediately vested in full (to the extent unvested) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855, in respect of each share of Sitio Class A Common Stock subject thereto.

/s/ Morris R. Clark, by Brett S. Riesenfeld as Attorney-in-Fact


/s/ John R. Sult, by Brett S. Riesenfeld as Attorney-in-Fact


/s/ Claire Harvey, by Brett S. Riesenfeld as Attorney-in-Fact


/s/ Richard K. Stoneburner, by Brett S. Riesenfeld as Attorney-in-Fact


The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.83 to $12.44, inclusive. The Reporting Person undertake to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

Represents securities held by Panacea Venture Healthcare Fund II, L.P.

James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd. ("Fund II GP") and Panacea Opportunity Fund I GP Company, Ltd. ("Opportunity Fund GP"), which are the general partners of Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the securities held of record by Panacea Venture Healthcare Fund II, L.P. and Panacea Opportunity Fund I, L.P., but each disclaims such beneficial ownership.


Gerald Yao Revocable Trust Dated January 10, 2019

Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 1,250 restricted stock units.

The Reporting Person is Trustee of this Trust.


Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 1,288 restricted stock units.


Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 2,251 restricted stock units.

Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 1,501 restricted stock units.


On August 19, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, (the "Merger Agreement"), by and among Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), New Cobra Pubco, Inc., a Delaware corporation and a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Viper Merger Sub"), Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Sitio Merger Sub"), Sitio Royalties Corp., a Delaware corporation (the "Company"), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ("Sitio Opco") were consummated.

This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person.

/s/ Alice E. Gould, by Brett S. Riesenfeld as Attorney-in-Fact


Class A Common Stock

Class A Common Stock

Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity (the "Opco Merger"), in each case on the terms set forth in the Merger Agreement.

Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of performance-based restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock") (each, a "Sitio PSU Award") and each award of restricted stock units in respect of Sitio Class A Common Stock, in each case, outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective (the "Sitio Pubco Merger Effective Time") immediately vested in full (to the extent unvested) (with the satisfaction of any performance goals in respect of any incomplete performance period for any Sitio PSU Award determined based on target performance)

(Continued from footnote 4) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855 (the "Exchange Ratio"), in respect of each share of Sitio Class A Common Stock subject thereto.

Pursuant to the Merger Agreement, each share of the Company's Class C common stock, par value $0.0001 per share, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.

Pursuant to the Merger Agreement, each Sitio Opco unit (which is a common unit representing limited partnership interests in Sitio Royalties Operating Partnership, LP) other than any Sitio Opco units held by New Viper, Viper, the Company or by any wholly owned subsidiary of New Viper, Viper, or the Company immediately prior to the time and date that the Opco Merger became effective (the "Opco Merger Effective Time") issued and outstanding immediately prior to the Opco Merger Effective Time, and all rights in respect thereof was treated as an unrestricted Sitio Opco unit for all purposes of the Merger Agreement, pursuant to which such Sitio Opco units were canceled and were converted into the right to receive (A) a number of Viper Opco units equal to the Exchange Ratio and (B) a number of shares of Class B common stock, par value $0.000001 per share, of New Viper equal to the Exchange Ratio.

Executive Vice President, Corporate Development

/s/ Andrew Dax McDavid, by Brett S. Riesenfeld as Attorney-in-Fact


Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement.

Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of deferred restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock"), outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective immediately vested in full (to the extent unvested) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855, in respect of each share of Sitio Class A Common Stock subject thereto.

/s/ Gayle Burleson, by Brett S. Riesenfeld as Attorney-in-Fact


Class A Common Stock

Class A Common Stock

Pursuant to the Merger Agreement, each share of the Company's Class C common stock, par value $0.0001 per share ("Sitio Class C Common Stock"), including each share subject to an award of restricted securities consisting of Sitio Opco units and an equivalent number of shares of Sitio Class C Common Stock, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.

Pursuant to the Merger Agreement, each Sitio Opco unit (which is a common unit representing limited partnership interests in Sitio Royalties Operating Partnership, LP) other than any Sitio Opco units held by New Viper, Viper, the Company or by any wholly owned subsidiary of New Viper, Viper, or the Company immediately prior to the time and date that the Opco Merger became effective (the "Opco Merger Effective Time") issued and outstanding immediately prior to the Opco Merger Effective Time, and all rights in respect thereof, immediately vested in full (to the extent unvested) and was treated as an unrestricted Sitio Opco unit for all purposes of the Merger Agreement, pursuant to which such Sitio Opco units were canceled and were converted into the right to receive (A) a number of Viper Opco units equal to the Exchange Ratio and (B) a number of shares of Class B common stock, par value $0.000001 per share, of New Viper equal to the Exchange Ratio.

/s/ Christopher L. Conoscenti, by Brett S. Riesenfeld as Attorney-in-Fact


/s/ Noam Lockshin, by Brett S. Riesenfeld as Attorney-in-Fact


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3200 to $8.4300 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2022, with 100% of the total shares vested on February 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, with 100% of the total shares vested on August 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

/s/ Tammy Albarran as attorney-in-fact for Dion C. Sanders


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

The reported transaction represents a bona fide gift, to a charitable foundation, which is exempt under Rule 16b-5.

Represents shares of Class A Common Stock of the issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting of restricted stock units. In accordance with company policy, shares are automatically sold to cover such obligations.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $10.21, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer.

The award vested or vests as to: (i) 1/4 of the total award on May 15, 2023; and (ii) 1/16 of the total award quarterly thereafter on August 15th, November 15th, March 1st, and May 15th.

These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

The award vested or vests as to 1/16 of the total award beginning on May 15, 2023 and quarterly thereafter on August 15th, November 15th, March 1st, and May 15th.

The award vested or vests as to 1/16 of the total award beginning on May 15, 2024, and quarterly thereafter on August 15th, November 15th, March 1st, and May 15th.

The award vested or vests as to 1/12 of the total award beginning on March 1, 2025, and thereafter quarterly on May 15th, August 15th, November 15th, and March 1st.

/s/ Eric Lentell, Attorney-in-Fact for Tosha Perkins


On August 19, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, (the "Merger Agreement"), by and among Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), New Cobra Pubco, Inc., a Delaware corporation and a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Viper Merger Sub"), Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Sitio Merger Sub"), Sitio Royalties Corp., a Delaware corporation (the "Company"), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ("Sitio Opco") were consummated.

Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement.

This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person.

Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock"), outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective immediately vested in full (to the extent unvested) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855, in respect of each share of Sitio Class A Common Stock subject thereto.

/s/ Ward R. Bass, by Brett S. Riesenfeld as Attorney-in-Fact


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

The award vested or vests as to: (i) 1/4 of the total award on August 15, 2022; and (ii) 1/16 of the total award quarterly thereafter on November 15th, March 1st, May 15th, and August 15th.

The award vested or vests as to: (i) 1/4 of the total award on August 15, 2023; and (ii) 1/16 of the total award quarterly thereafter on November 15th, March 1st, May 15th, and August 15th.

The award vested or vests as to 1/16 of the total award beginning on May 15, 2023 and thereafter quarterly on August 15th, November 15th, March 1st, and May 15th.

The award vested or vests at to 1/16 of the total award beginning on May 15, 2024, and thereafter quarterly on August 15th, November 15th, March 1st, and May 15th.


Class A Common Stock

Class A Common Stock

Class A Common Stock

Includes 3,424 shares of Class A Common Stock acquired by the reporting person in one or more transactions with Issuer pursuant to its Employee Stock Purchase Plan, which transactions are exempt pursuant to Rules 16a3(f)(1)(i)(B) and 16b3(c).

Represents shares of Class A Common Stock of the issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting of restricted stock units. In accordance with company policy, shares are automatically sold to cover such obligations.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $10.21, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer.

The award vested or vests as to 1/4 of the total award beginning on August 15, 2023, with an additional 1/16 of the total award vesting quarterly thereafter on November 15th, March 1st, May 15th, and August 15th.

These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

The award vested or vests as to 1/16 of the total award beginning on May 15, 2024, with an additional 1/16 of the total award vesting quarterly thereafter on August 15th, November 15th, March 1st, and May 15th.

/s/ Eric Lentell, Attorney-in-Fact for Priya Gupta


Common Stock

Common Stock

Common Stock

Common Stock

Restricted stock units (RSUs) convert into common stock on a one-for-one basis.

Shares withheld to satisfy tax liability upon vesting of RSUs on August 16, 2025.

The reporting person was granted 61,533 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 71,674 RSUs on March 1, 2024. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2024 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 139,697 RSUs on March 1, 2023. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2023 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 147,492 RSUs on March 1, 2022. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2022 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

Chief Legal Officer and Corporate Secretary

/s/ Carolyn Mo by Power of Attorney for Tony West


Common Stock

Common Stock

The reporting person was granted 41,205 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 136,239 RSUs on November 1, 2023. The vesting schedule is as follows: 3/48 of the total RSUs vest on February 16, 2024 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

/s/ Carolyn Mo by Power of Attorney for Prashanth Mahendra-Rajah


Common Stock

Common Stock

Common Stock

Common Stock

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.70 to $91.78, inclusive. The reporting person undertakes to provide to Uber Technologies, Inc., any security holder of Uber Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

The reporting person was granted 57,137 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 53,756 RSUs on March 1, 2024. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2024 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 96,041 RSUs on March 1, 2023. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2023 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 101,401 RSUs on March 1, 2022. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2022 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

/s/ Carolyn Mo by Power of Attorney for Nikki Krishnamurthy


Common Stock

Common Stock

Common Stock

Common Stock

Shares are held by the Franks 2021 Irrevocable Trust of which the beneficiaries are members of Ms. Hazelbaker's immediate family.

The reporting person was granted 70,323 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 122,235 RSUs on March 1, 2023. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2023 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 129,056 RSUs on March 1, 2022. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2022 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

Chief Marketing Officer and SVP, Public Affairs

/s/ Carolyn Mo by Power of Attorney for Jill Hazelbaker


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3600 to $8.4150 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2022, with 100% of the total shares vested on February 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

/s/ Tammy Albarran as attorney-in-fact for Jennifer Cotter


Common Stock

Common Stock

Common Stock

Common Stock

Restricted stock units (RSUs) convert into common stock on a one-for-one basis.

Shares withheld to satisfy tax liability upon vesting of RSUs on August 16, 2025.

The reporting person was granted 32,964 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 33,597 RSUs on March 1, 2024. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2024 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 72,759 RSUs on March 1, 2023. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2023 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 69,137 RSUs on March 1, 2022. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2022 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

Chief Accounting Officer and Global Corporate Controller

/s/ Carolyn Mo by Power of Attorney for Glen Ceremony


Class A Common Stock, par value $0.0001 per share

The price reported in this box in Column 4 is a weighted average price. These shares were sold on August 15, 2025 in multiple transactions at prices ranging from $1.39 to $1.51 per share, inclusive. The Reporting Person undertakes to provide to Wheels Up Experience Inc. (the "Company"), any security holder of the Company, or the staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

/s/ Mark Sorensen as attorney-in-fact for Alexander Chatkewitz


The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.

This sale price represents the weighted average sale price of the shares sold ranging from $2.85 to $2.9162 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.


Common Stock

Common Stock

Common Stock

Common Stock

The reporting person was granted 118,670 RSUs on March 3, 2025. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2025 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 120,951 RSUs on March 1, 2024. The vesting schedule is as follows: 1/48 of the total RSUs vest on April 16, 2024 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 194,024 RSUs on March 1, 2023. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2023 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

The reporting person was granted 184,365 RSUs on March 1, 2022. The vesting schedule is as follows: 1/48 of the total RSUs vested on April 16, 2022 and 1/48 of the total RSUs vest each month thereafter. Upon vesting, the RSUs become payable in cash or common stock on a one-for-one basis at the election of the Issuer.

/s/ Carolyn Mo by Power of Attorney for Andrew Macdonald


Common Stock

Each restricted stock unit is equivalent to one share of the Issuer's common stock.

The reporting person received an award of restricted stock units on August 15, 2025. The restricted stock units shall vest over a three-year period, with one-third (1/3) of the shares vesting on August 15, 2026, one-third (1/3) of the shares vesting on August 15, 2027, and the remaining shares vesting on August 15, 2028.


Class A Common Stock

Represents the number of shares that were acquired in connection with the vesting of the Restricted Stock Units ("RSUs") listed in Table II.

Represents RSUs for which settlement has been deferred pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors.

Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2024, subject to continued service through each vesting date.

/s/ Erin Guldiken, attorney-in-fact for John Arnold


Ordinary Shares

The option exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2025.

These share options are fully vested.


Class A Common Stock

Class A Common Stock

Class A Common Stock

Represents shares of Class A Common Stock of the issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting of restricted stock units. In accordance with company policy, shares are automatically sold to cover such obligations.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $10.21, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer.

The award vested or vests as to: (i) 1/4 of the total award on May 15, 2024; and (ii) 1/16 of the total award quarterly thereafter on March 1st, May 15th, August 15th, and November 15th.

These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

The award vested or vests as to 1/16 of the total award beginning on May 15, 2024, and thereafter quarterly on August 15th, November 15th, March 1st, and May 15th.

The award vested or vests as to 1/12 of the total award beginning on March 1, 2025, and thereafter quarterly on May 15th, August 15th, November 15th, and March 1st.

/s/ Eric Lentell, Attorney-in-Fact for Thomas Paul Muniz


Chief Accounting Officer & Principal Accounting Officer

/s/ Jordan Frankel, Attorney-in-Fact for James J. Whalen


Class A Common Stock

Class A Common Stock

Class A Common Stock

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3900 to $8.4202 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2024.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3400 to $8.5000 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

/s/ Tammy Albarran as attorney-in-fact for Elizabeth F. Coddington


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.

The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 11, 2025.

Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2022, subject to continued service through each vesting date.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2023, subject to continued service through each vesting date.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2024, subject to continued service through each vesting date.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2025, subject to continued service through each vesting date.

/s/ Erin Guldiken, attorney-in-fact for Jennifer Newstead


Class A Common Stock

Represents the number of shares that were acquired in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on August 15, 2025, subject to continued service through each vesting date.

/s/ Erin Guldiken, attorney-in-fact for Dina H. Powell


Class A Common Stock

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3941 to $8.4350 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

/s/ Tammy Albarran as attorney-in-fact for Nick V. Caldwell


By the Charles R. Wesley IV Revocable Trust

Mr. Wesley, as trustee of the Charles R. Wesley IV Revocable Trust, may be deemed to have voting and dispositive power as to the shares held by the trust.


Class A Common Stock

Class A Common Stock

Class A Common Stock

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on August 15, 2023, subject to continued service through each vesting date.

/s/ Erin Guldiken, attorney-in-fact for Aaron Anderson


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3300 to $8.4500 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The RSU vests as to 25% of the total shares on November 15, 2023, then 6.25% of the total shares vest quarterly with 100% of the total shares vested on November 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

/s/ Tammy Albarran as attorney-in-fact for Saqib Baig


Class A Common Stock

Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement.

/s/ Erin Guldiken, attorney-in-fact for Hock Tan


The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

/s/ Erin Guldiken, attorney-in-fact for Robert M. Kimmitt


Class A Common Stock

/s/ Erin Guldiken, attorney-in-fact for Dana White


Class A Common Stock

/s/ Erin Guldiken, attorney-in-fact for John Elkann


Class A Common Stock

/s/ Erin Guldiken, attorney-in-fact for Patrick Collison


Class A Common Stock

/s/ Erin Guldiken, attorney-in-fact for Charles Songhurst


Common Stock

Upon vesting, restricted stock units convert into common stock on a one-for-one-basis.

On March 16, 2022, the reporting person was granted 261,194 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2022.

Chief Financial Officer, Senior Vice President

/s/ Ryan Stahl, Attorney-in-Fact for Joel Wilhite


Common Stock

On March 16, 2022, the reporting person was granted 156,716 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2022.

General Counsel and Secretary, Senior Vice President


By Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship

Common Stock

The Forms 4 filed on March 11, 15 and 16, 2022 inadvertently overstated Mr. Praeger's direct holdings of common stock by disclosing the open market purchases as being attributable to his direct holdings instead of his indirect holdings by Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship.  Mr. Praeger's direct holdings on March 11, 15 and 16, 2022 (the dates the Forms 4 were filed) were 8,670,953 shares.  Mr. Prager's indirect holdings by Michael Praeger and Cindy Praeger, Joint Tenants with Right of Survivorship on March 11, 15 and 16, 2022 (the dates the Forms 4 were filed) were 730,127, 744,427 and 757,327, respectively.

On March 16, 2022, the reporting person was granted 522,388 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2022.

/s/ Ryan Stahl, Attorney-in-Fact for Michael Praeger


Class A Common Stock

Represents the number of shares that were acquired in connection with the settlement of the Restricted Stock Units ("RSUs") listed in Table II.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2022, subject to continued service through each vesting date.

/s/ Erin Guldiken, attorney-in-fact for Tony Xu


The sales reported on this Form 4 represent shares sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

This transaction was executed in multiple trades at prices ranging from $7.90 to $8.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

On August 29, 2024, the reporting person filed a Form 4 which inadvertently reported incorrect numbers for the three transactions amended herein and overstated the reporting person's aggregate beneficial ownership by 424 shares.  As reported in this amendment, and based on the updated numbers involved in the three transactions, the reporting person's beneficial ownership is decreased by 424 shares.


Common Stock

On March 16, 2022, the reporting person was granted 174,129 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2022.

Chief Information Officer, Senior Vice President

/s/ Ryan Stahl, Attorney-in-Fact for Angelic Gibson


Represents number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 9,409 shares of Common Stock underlying the Reporting Person's Restricted Stock Units.


Common Stock

/s/ Ryan Stahl, Attorney-in-Fact for Daniel Drees


Class A Common Stock

Class A Common Stock

Class A Common Stock

Class A Common Stock

Shares held of record by Christopher K. Cox, Trustee of The Christopher K. Cox Revocable Trust.

Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the Restricted Stock Units ("RSUs") and does not represent a sale.

Shares held of record by Christopher K. Cox and Visra Vichit-Vadakan, Co-Trustees of The Cox-Vadakan Irrevocable Remainder Trust.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2023, subject to continued service through each vesting date.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2024, subject to continued service through each vesting date.

The RSUs vest quarterly as to 1/16th of the total RSUs, beginning on May 15, 2025, subject to continued service through each vesting date.

/s/ Erin Guldiken, attorney-in-fact for Christopher K. Cox


Represents number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 38,547 shares of Common Stock underlying the Reporting Person's Restricted Stock Units.

This transaction was effected pursuant to a Rule 10b5-1 sales plan adopted by the Reporting Person on March 31, 2025.

Represents the weighted average sale price of the shares sold from $49.76 to $50.75 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions within the range set forth in this footnote.

Represents the weighted average sale price of the shares sold from $50.83 to $50.95 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions within the range set forth in this footnote.


Common Stock

Common Stock

Upon vesting, restricted stock units convert into common stock on a one-for-one-basis.

On March 16, 2022, the reporting person was granted 104,477 restricted stock units, vesting 25% on the first anniversary of the vesting commencement date and quarterly thereafter. The vesting commencement date was February 15, 2022.

Chief People Officer, Senior Vice President

/s/ Ryan Stahl, Attorney-in-Fact for Todd Cunningham