Britton L. James - 19 Aug 2025 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Reporting relationship: Executive Vice President of Land
Issuer ticker: STR
Reported as of: 19 Aug 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 19 Aug 2025, 20:26:16 UTC
Prior SEC filing: 13 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ Britton L. James, by Brett S. Riesenfeld as Attorney-in-Fact

Key filing fact

Britton L. James filed Form 4 for Sitio Royalties Corp. (STR) on 19 Aug 2025.

Key facts

This page summarizes Britton L. James's Form 4 filing for Sitio Royalties Corp. (STR).
5 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 19 Aug 2025, 20:26.

Change

Previous filing in this sequence was filed on 13 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001891757 Primary reporting owner

James Britton L.

Relationship: Executive Vice President of Land
Address: 1401 LAWRENCE STREET, SUITE 1750, DENVER
Signature: /s/ Britton L. James, by Brett S. Riesenfeld as Attorney-in-Fact
Signature date: 19 Aug 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

STR transaction

Class A Common Stock

Award

Transaction value
Shares: +221,999
Change %: +215%
Price
Shares after: 325,438
Date: 19 Aug 2025
Ownership: Direct
Footnotes: F1, F2, F3, F4, F5

STR transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -325,438
Change %: -100%
Price
Shares after: 0
Date: 19 Aug 2025
Ownership: Direct
Footnotes: F1, F2, F3, F4, F5

STR transaction

Class C Common Stock

Disposed to Issuer

Transaction value
Shares: -36,660
Change %: -100%
Price
Shares after: 0
Date: 19 Aug 2025
Ownership: Direct
Footnotes: F1, F2, F3, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

STR transaction Derivative

Sitio Royalties Operating Partnership, LP Units

Disposed to Issuer

Transaction value
Shares: -36,660
Change %: -100%
Price
Shares after: 0
Date: 19 Aug 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 36,660
Exercise price
Footnotes: F1, F2, F3, F7

STR transaction Derivative

Performance Stock Units

Options Exercise

Transaction value
Shares: -221,999
Change %: -100%
Price
Shares after: 0
Date: 19 Aug 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 221,999
Exercise price
Footnotes: F1, F2, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Britton L. James is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

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.

Footnote F4

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)

Footnote F5

(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.

Footnote F6

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.

Footnote F7

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.

SEC remarks

Executive Vice President of Land