STR Schedule 13D/A: Merger Consummated, Reporting Persons Divest All Shares

Rhea-AI Filing Summary

Sitio Royalties Corp. completed the merger described in a June 2, 2025 merger agreement on August 19, 2025. As a result of the closing, the group of Oaktree-related reporting persons and affiliated entities disposed of all of their Class A common stock holdings in exchange for the merger consideration and ceased to beneficially own 5% or more of Sitio's Class A common stock. This amendment (Amendment No. 3) to the Schedule 13D updates prior filings to reflect the consummation of the transactions and serves as an exit filing for the reporting persons.

Positive

• Merger consummated on August 19, 2025 as contemplated by the June 2, 2025 Merger Agreement
• Reporting persons disposed of all equity in exchange for merger consideration, completing exit of >5% holders
• Schedule 13D updated to reflect the change in beneficial ownership and to serve as an exit filing

Negative

• None.

Insights

Financial Analyst

TL;DR: Merger closed and significant holders exited, removing a >5% block from Sitio's public float.

This filing confirms consummation of the merger on August 19, 2025 and shows that the Oaktree-related reporting group disposed of all their Sitio Class A shares in exchange for merger consideration. For investors, the departure of holders who previously crossed the 5% threshold can change shareholder composition and liquidity dynamics. The filing contains no transactions in the past 60 days aside from the closing and identifies the amendment as an exit filing.

M&A Specialist

TL;DR: The Merger Agreement closed and triggered full disposition of reporting persons' equity positions.

The Schedule 13D/A documents the closing of the June 2, 2025 Merger Agreement on August 19, 2025 and explicitly states the reporting persons exchanged all issuer equity for merger consideration. This is a material corporate event: it confirms completion of the contemplated transaction and that the listed institutional holders no longer hold a meaningful beneficial stake. The amendment and attached joint filing agreement formalize the joint statement among the reporting entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Sitio Royalties Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

82983N108

(CUSIP Number)

Richard Ting
333 South Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

(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

Source Energy Permian II, 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)

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

CUSIP No. 82983N108

1

Name of reporting person

Sierra Energy Royalties, 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)

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

CUSIP No. 82983N108

1

Name of reporting person

Source Energy Partners, 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)

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

CUSIP No. 82983N108

1

Name of reporting person

OCM FIE, 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)

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

CUSIP No. 82983N108

1

Name of reporting person

Oaktree Capital Management LP

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)

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

CUSIP No. 82983N108

1

Name of reporting person

Oaktree Capital Holdings, 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)

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

CUSIP No. 82983N108

1

Name of reporting person

Oaktree Capital Group Holdings GP, 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)

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: This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2023, as amendment by the Schedule 13D/A filed on June 23, 2023 ("Amendment No. 1") and the Schedule 13D/A filed on June 4, 2025 ("Amendment No. 2") and together with this Amendment No. 3 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) of the Schedule 13D is hereby amended and restated as follows: This Amendment No. 3 is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the "Reporting Persons"): (i) Source Energy Permian II, LLC, a Delaware limited liability company ("Source"); (ii) Sierra Energy Royalties, LLC, a Delaware limited liability company ("Sierra"); (iii) Source Energy Partners, LLC, a Delaware limited liability company ("Source Energy"); (iv) OCM FIE, LLC, a Delaware limited liability company ("FIE"); (v) Oaktree Capital Management LP, a Delaware limited partnership ("OCM LP"); (vi) Oaktree Capital Holdings, LLC (f/k/a Atlas OCM Holdings, LLC); and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (and together with each of the foregoing, the "Oaktree Reporting Persons").
(b)	See line 6 on each cover page hereto.
Item 4.	Purpose of Transaction
	On August 19, 2025 (the "Closing Date"), the transactions contemplated by that certain Agreement and Plan of Merger, dated June 2, 2025, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Viper Energy, Inc., Viper Energy Partners LLC, New Cobra Pubco, Inc., Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc. (the "Merger Agreement") were consummated. As a result of the transactions contemplated by the Merger Agreement, the Reporting Persons disposed of all of their Issuer equity securities in exchange for the applicable merger consideration pursuant to the Merger Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The information set forth on lines 11 and 13 of each cover page hereto is incorporated by reference into this Item 5(a).
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated as follows: The information set forth on lines 7-10 of each cover page hereto and in Item 5(a) hereof is incorporated by reference into this Item 5(b).
(c)	The Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days.
(d)	Not applicable.
(e)	On the Closing Date, the reporting persons disposed of all of their Issuer equity securities pursuant to the Merger Agreement and ceased to beneficially own 5% of the Class A Common Stock on such date. Accordingly, this Amendment No. 3 constitutes an exit filing for each of the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement, dated as of August 21, 2025.

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.

Source Energy Permian II, LLC

Signature:	/s/ Luke Allen
Name/Title:	Luke Allen/Chief Executive Officer
Date:	08/21/2025

Sierra Energy Royalties, LLC

Signature:	/s/ Luke Allen
Name/Title:	Luke Allen/Chief Executive Officer
Date:	08/21/2025

Source Energy Partners, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren/Senior Vice President
Date:	08/21/2025

OCM FIE, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren/Managing Director
Date:	08/21/2025

Oaktree Capital Management LP

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren/Managing Director
Date:	08/21/2025

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren/Managing Director
Date:	08/21/2025

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren/Managing Director
Date:	08/21/2025

FAQ

What did the Schedule 13D/A for Sitio Royalties Corp. (STR) report?

The filing reports that the June 2, 2025 Merger Agreement closed on August 19, 2025 and the reporting persons disposed of all Class A common stock holdings in exchange for merger consideration.

Which parties filed the Amendment No. 3 Schedule 13D/A for STR?

The joint filing was made by a group of Oaktree-related entities, including Source Energy Permian II, Sierra Energy Royalties, Source Energy Partners, OCM FIE, Oaktree Capital Management LP, Oaktree Capital Holdings, and Oaktree Capital Group Holdings GP.

Does the filing indicate any other transactions in the past 60 days for STR holdings?

No. The filing states the reporting persons have not effected any transactions

What is the effect on beneficial ownership reported in this amendment?

On the closing date the reporting persons ceased to beneficially own 5% or more of Sitio's Class A common stock; the amendment functions as an exit filing.