Kimmeridge Exit Filing: Sitio Mergers Complete, Class C Shares Cancelled

Rhea-AI Filing Summary

Sitio Royalties Corp. completed the described Mergers on August 19, 2025, converting each outstanding Class A share into 0.4855 shares of New Parent Class A common stock and converting Partnership Units into 0.4855 Viper Opco units plus 0.4855 New Parent Class B shares. The Kimmeridge entities had 36,495,520 Partnership Units converted into 17,718,574 Viper Opco units and 17,718,574 New Parent Class B shares, and 36,495,520 Class C shares held by them were cancelled. As a result, Kimmeridge Energy Management Company, LLC reports it no longer beneficially owns any securities of Sitio and treats this filing as a final "exit" amendment.

Positive

• Mergers completed on August 19, 2025 with specified conversion ratios, confirming transaction closure
• Kimmeridge no longer beneficially owns any Sitio securities, documented as an "exit filing"
• Large block conversions: 36,495,520 Partnership Units converted into 17,718,574 Viper Opco units and 17,718,574 New Parent Class B shares

Negative

• Voting and Support Agreement terminated at the effective time of the OpCo Merger, removing previously agreed voting commitments
• 36,495,520 Class C shares held by Kimmeridge were cancelled, reducing the prior ownership stake and altering capital structure

Insights

Financial Analyst

TL;DR Kimmeridge exited its position after the Mergers; ownership converted and cancelled, removing a formerly significant holder from Sitio's cap table.

The filing documents a completed structural transaction that materially changed security holdings: conversion ratios of 0.4855 were applied to Class A and Partnership units and a large block of Class C shares was cancelled. For investors, the removal of Kimmeridge as a beneficial owner reduces a concentrated shareholder presence and ends the Voting and Support Agreement, which may alter future voting dynamics. No trading activity by Kimmeridge in the prior 60 days is reported beyond the merger effects.

Corporate Governance Expert

TL;DR Governance changes are material: a terminating Voting and Support Agreement and cancellation of Class C shares reshape control rights.

The filing confirms that at the effective time of the OpCo Merger the Voting and Support Agreement terminated pursuant to its terms and significant Class C holdings were cancelled. These are governance-level outcomes that remove an aligned block from Sitio's pre-transaction governance structure. The precise implications depend on New Parent and OpCo capital structure, but the termination and cancellations are clear, documented outcomes in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Sitio Royalties Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

82983N108

(CUSIP Number)

Benjamin Dell
Kimmeridge Energy Management Company, 15 Little West 12th Street, 4th Floor
New York, NY, 10014
646-424-4317

Ele Klein & Adriana Schwartz
McDermott, Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 82983N108

1

Name of reporting person

Kimmeridge Energy Management Company, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: Sitio Royalties Corp.
(c)	Address of Issuer's Principal Executive Offices: 1401 LAWRENCE STREET, SUITE 1750, DENVER, COLORADO , 80202.
Item 1 Comment: The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on January 9, 2023 (as amended, the "Schedule 13D"). This Amendment No. 2 supplements Item 4 and Item 6 and amends and restates Items 5(a)-(c), and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person.
Item 4.	Purpose of Transaction
	The Mergers closed on August 19, 2025. At the closing of the Mergers (the "Closing"), (i) each share of Class A Common Stock was converted into the right to receive 0.4855 shares of Class A common stock, par value $0.000001 per share, of New Parent (the "New Viper Class A Common Stock"), and (ii) each Partnership Unit was converted into the right to receive 0.4855 common units representing limited liability company membership interests in Viper Opco ("Viper Opco Units") and 0.4855 shares of Class B common stock, par value $0.000001 per share, of New Parent (the "New Viper Class B Common Stock"). In addition, each issued and outstanding share of Class C Common Stock was canceled and ceased to exist. In connection with the Closing, 36,495,520 Partnership Units held by the Kimmeridge Companies were converted into 17,718,574 Viper Opco Units and 17,718,574 New Viper Class B Common Stock. 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 of the Issuer. At the effective time of the OpCo Merger, the Voting and Support Agreement terminated in accordance with its terms.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of the shares of Class A Common Stock beneficially owned by the Reporting Person.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Class A Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Except as set forth in Item 4 of this Amendment No. 2, no transactions in the shares of Class A Common Stock have been effected by the Reporting Person in the past sixty (60) days.
(e)	August 19, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Amendment No. 2 is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kimmeridge Energy Management Company, LLC

Signature:	/s/ Tamar Goldstein
Name/Title:	Tamar Goldstein, General Counsel
Date:	08/21/2025

FAQ

What did Kimmeridge report in the Sitio (STR) Schedule 13D/A?

The filing states the Mergers closed on August 19, 2025, resulting in conversions of Class A and Partnership units and cancellation of certain Class C shares, and that Kimmeridge no longer beneficially owns any Sitio securities.

How were Sitio Class A shares converted in the transaction?

Each Class A common share was converted into the right to receive 0.4855 shares of New Parent Class A common stock.

What happened to Kimmeridge's Partnership Units and Class C shares?

Kimmeridge's 36,495,520 Partnership Units were converted into 17,718,574 Viper Opco units and 17,718,574 New Parent Class B shares; 36,495,520 Class C shares held by Kimmeridge were cancelled.

Does the filing report any recent trading activity by Kimmeridge in Sitio shares?

Except for the transactions described in Item 4 related to the Mergers, the filing states no transactions in the past 60 days were effected by the Reporting Person.

When did the Voting and Support Agreement terminate?

The Voting and Support Agreement terminated at the effective time of the OpCo Merger, as stated in the filing.