Sitio-Viper Merger: 36,495,520 Units Converted; Kimmeridge Reports Zero Ownership

Rhea-AI Filing Summary

Sitio Royalties Corp. (STR) completed its merger with Viper Energy, Inc. on August 19, 2025, triggering a conversion and cancellation of certain securities held by the Kimmeridge Companies. In the transaction, 36,495,520 Sitio Royalties Operating Partnership, LP Units were converted into 17,718,574 limited liability company membership common units in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock of the new holding company formed by the merger.

Also on closing, 36,495,520 shares of Sitio Class C Common Stock and 183,394 Allocation Rights held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, Kimmeridge Energy Management Company, LLC reports that it no longer beneficially owns any securities of the issuer; the filing clarifies the Reporting Person acts as investment adviser to KMF DPM HoldCo, LLC and Chambers DPM HoldCo, LLC.

Positive

• Merger completion of Sitio Royalties Corp. and Viper Energy, Inc. on August 19, 2025 is explicitly disclosed
• Conversion of 36,495,520 Sitio Opco Units into membership units and Class B shares is documented with exact amounts
• Reporting Person now reports no beneficial ownership following the conversion and cancellations

Negative

• None.

Insights

Financial Analyst

TL;DR Merger closed on August 19, 2025, converting partnership units into new holding company equity and cancelling Class C shares.

The filing documents the structural equity changes resulting from the Sitio-Viper merger: 36,495,520 Sitio Opco Units became 17,718,574 membership units in Viper Energy Partners LLC and 17,718,574 Class B shares in the new holding company, while 36,495,520 Class C shares were cancelled. These are ownership reclassifications tied to the merger mechanics rather than open-market trades. The Reporting Person now reports zero beneficial ownership, which is a direct consequence of the conversion and cancellations disclosed.

Corporate Governance Expert

TL;DR Form 4 documents post-merger ownership restructuring and confirms the adviser’s limited beneficial claim.

The statement clarifies that Kimmeridge Energy Management Company, LLC acted as investment adviser to KMF HoldCo and Chambers HoldCo and disclaims beneficial ownership except for any pecuniary interest. The filing includes a deputization note explaining a board-related director linkage. This is a compliance disclosure of ownership changes following a corporate transaction rather than a separate insider sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kimmeridge Energy Management Company, LLC

(Last) (First) (Middle)

15 LITTLE WEST 12TH STREET

4TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	08/19/2025		D		36,495,520	D	(1)(2)	0	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Sitio Royalties Operating Partnership, LP Units	(1)(2)	08/19/2025		D			36,495,520	(1)(2)	(1)(2)	Class A Common Stock	36,495,520	(1)(2)	0	I	See footnote(3)
Allocation Rights	(4)	08/19/2025		D			183,394	(4)	(4)	Class A Common Stock	183,394	(4)	0	I	See footnote(3)

Explanation of Responses:

1. The closing of Sitio Royalties Corp's ("Sitio") previously announced merger with Viper Energy, Inc., a Delaware corporation occurred on August 19, 2025.

2. In connection with the closing, 36,495,520 Sitio Royalties Operating Partnership, LP Units ("Sitio Opco Units") held by the Kimmeridge Companies (as defined below) were converted into 17,718,574 common units representing limited liability company membership interests in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock, par value $0.000001 per share, of the new holding company resulting from the merger ("New Viper"). In addition, in connection with the closing, 36,495,520 shares of Class C Common Stock held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, the Reporting Person no longer beneficially owns any securities.

3. The securities to which this filing relates were held directly by KMF DPM HoldCo, LLC ("KMF HoldCo") and Chambers DPM HoldCo, LLC ("Chambers HoldCo"). (the "Kimmeridge Companies") Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (the "Reporting Person"), acts as the investment adviser to the parent company of each of KMF HoldCo and Chambers HoldCo. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

4. Each Allocation Right entitled the Reporting Person to receive one share of Sitio Class C Common Stock and one Sitio Opco Unit to the extent any shares of Sitio Class C Common Stock and Sitio Opco Units were forfeited by the holders thereof. In connection with the closing, the Allocation Rights were cancelled and ceased to exist.

Remarks:

The Reporting Person may be have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Noam Lockshin, a member of the Board of Managers of the Reporting Person, currently served on the board of directors of the Issuer.

	Kimmeridge Energy Management Company, LLC, By: /s/ Tamar Goldstein, General Counsel	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction triggered this Form 4 for STR?

The Form 4 reports the closing of Sitio Royalties Corp.'s merger with Viper Energy, Inc. on August 19, 2025.

How many Sitio Opco Units were converted in the merger?

A total of 36,495,520 Sitio Royalties Operating Partnership, LP Units were converted as disclosed in the filing.

What securities were received in exchange for the converted Opco Units?

The 36,495,520 Opco Units converted into 17,718,574 membership common units in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock of the new holding company.

Were any Sitio securities cancelled in this transaction?

Yes. The filing states 36,495,520 shares of Sitio Class C Common Stock and 183,394 Allocation Rights held by the Kimmeridge Companies were cancelled and ceased to exist.

Does Kimmeridge Energy Management Company, LLC claim beneficial ownership after the closing?

No. The filing states the Reporting Person no longer beneficially owns any securities and expressly disclaims beneficial ownership except for any pecuniary interest.