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Christopher L. Conoscenti, Sitio Royalties Corp. director and Chief Executive Officer, reported transactions on 08/19/2025 related to the closing of a merger with New Viper (Viper Energy, Inc. and affiliates). The Form 4 shows Conoscenti acquired 576,389 Class A shares (performance stock units converted) and disposed of 865,610 Class A shares and 71,826 Class C shares as part of the transaction. Sitio Opco units and Sitio PSUs vested and were converted into New Viper securities using an exchange ratio of 0.4855. Class C shares were canceled with no consideration delivered. The filing reports dispositions and conversions pursuant to the Merger Agreement and does not reflect open-market sales.

Sitio Royalties Corp. insider Noam Lockshin reported a disposition of 51,037 shares of Class A common stock on 08/19/2025. The filing shows the sale occurred because the Merger Agreement among Sitio, New Viper and related entities was consummated on that date, resulting in Sitio becoming a subsidiary of New Viper and a conversion of equity awards. Following the reported transaction the reporting person beneficially owned 0 shares of Sitio Class A common stock. The Form 4 notes that deferred restricted stock units fully vested and were canceled and converted into New Viper Class A shares at a conversion ratio of 0.4855 per Sitio share. The form was signed by attorney-in-fact Brett S. Riesenfeld.

Ward R. Bass, listed as an officer (Chief Accounting Officer), reported on Form 4 the disposition of 12,862 shares of Sitio Royalties Corp. Class A common stock on 08/19/2025. The filing states these dispositions occurred pursuant to the Agreement and Plan of Merger dated June 2, 2025, under which New Viper completed an all-equity acquisition of Sitio through a series of mergers. As part of the Sitio Pubco Merger, outstanding restricted stock units in Sitio Class A common stock vested, were canceled, and converted into New Viper Class A shares at a conversion factor of 0.4855 per Sitio share. The Form 4 reports the reporting person holds 0 Sitio Class A shares following the transaction and is signed by an attorney-in-fact on 08/19/2025.

Sitio Royalties Corp. filed a Post-Effective Amendment (POSASR) updating an S-3 registration statement originally filed January 13, 2023 and amended August 11, 2023. The amendment registers (i) 1,144,718 shares of Class A common stock issuable upon exercise of 4,578,872 private placement warrants exercisable at approximately $44.41 per share, (ii) 73,734,001 shares of Class A common stock for resale by various selling stockholders under several registration rights agreements, and (iii) 2,508,490 shares of Class A common stock into which an equal number of Class C shares and related limited partner common units are redeemable.

The filing identifies Teresa L. Dick as Executive Vice President, Chief Financial Officer and Assistant Secretary signing for the company and notes reliance on Rule 478 under the Securities Act of 1933 for the S-3 filing.

Sitio Royalties Corp. filed a Form S-8 post-effective amendment registering 12,207,323 shares of Class A common stock for employee and related plans. The registered shares consist of 8,384,038 shares for the Sitio Royalties Corp. Long Term Incentive Plan, 309,527 shares issuable upon conversion of certain common units in Sitio Royalties Operating Partnership, LP (together with related Class C shares acquired under an assignment and allocation agreement), and 3,513,758 shares for issuance under the Brigham Minerals, Inc. 2019 Long Term Incentive Plan. The filing identifies Teresa L. Dick as Executive Vice President, Chief Financial Officer and Assistant Secretary signing for the Company.

Sitio Royalties Corp. reported that at a virtual special meeting a quorum of 131,216,171 shares of Sitio common stock entitled to vote were present or represented by proxy. Stockholders approved both the Merger Proposal and the Compensation Proposal by the affirmative vote of the number of shares required for each proposal.

The filing references Sitio's and Viper Energy's public SEC reports, including their Form 10-Ks for the year ended December 31, 2024, and subsequent Forms 10-Q and 8-K, which are available on the SEC website and the companies' investor sites. A Sitio press release dated August 18, 2025 and an Inline XBRL cover page are also noted. The form is signed on behalf of Sitio by Christopher L. Conoscenti, Chief Executive Officer.

Sitio Royalties agreed to be acquired by Viper in an all-equity combination that will leave Sitio as a wholly owned subsidiary of the combined parent and result in Sitio ceasing to be a publicly traded company. The company has supplemented its proxy statement to provide additional disclosures after purported holders of Sitio Class A common stock filed lawsuits seeking injunctions to block the Mergers unless more information is disclosed; Sitio denies the claims but voluntarily provided supplemental disclosures.

J.P. Morgan performed valuation work using Sitio management projections under two pricing scenarios and discount rates of 8.00%鈥�10.00% for Sitio and 7.50%鈥�9.00% for Viper. The advisor used fully diluted share counts of approximately 154 million for Sitio and 299 million for Viper, compared implied values to closing prices of $17.07 (Sitio) and $39.69 (Viper), and estimated pro forma ownership of ~20% for Sitio stockholders and ~80% for Viper stockholders. J.P. Morgan鈥檚 illustrative analysis implied value creation for Sitio stockholders of ~10.5% under Strip Pricing and ~3.6% under Consensus Pricing. The proxy supplement discloses prior commercial relationships and fees between J.P. Morgan (and affiliates) and related parties and lists publicly reported analyst price target ranges for Sitio ($21鈥�$29) and Viper ($47鈥�$61).