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Sitio Royalties Corporation

06/13/2025 | Press release | Distributed by Public on 06/13/2025 17:43

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Riesenfeld Brett S.
2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [STR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
1401 LAWRENCE STREET, SUITE 1750
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2025
(Street)
DENVER, CO 80202
4. If Amendment, Date 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
(City) (State) (Zip)
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 A Common Stock 06/12/2025 M 23,180 A $ 0 (1) 123,995 D
Class A Common Stock 06/12/2025 F 8,111 D(2) $19.95(3) 115,884 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Performance Stock Units (1) 06/12/2025 M 41,527 (1) (1) Class A Common Stock 41,527 $ 0 168,736 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Riesenfeld Brett S.
1401 LAWRENCE STREET, SUITE 1750
DENVER, CO 80202
See Remarks

Signatures

/s/ Brett S. Riesenfeld 06/13/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 12, 2025, the Compensation Committee of Sitio Royalties Corp. (the "Company") certified the Company's annualized absolute total stockholder return performance over the performance period from June 7, 2022 through June 7, 2025, resulting in 55.8191% of the target number of performance stock units ("PSUs") originally granted on June 10, 2022 becoming earned by the Reporting Person. Each earned PSU entitles the Reporting Person to receive one share of the Company's Class A common stock, par value $0.0001 per share ("Common Stock").
(2) Represents shares of the Common Stock that were withheld by the Company to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of the PSUs.
(3) Represents the closing price of the Company's Common Stock on June 6, 2025, the trading date immediately preceding the effective date of the tax withholding.

Remarks:
Executive Vice President, General Counsel and Secretary
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sitio Royalties Corporation published this content on June 13, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 13, 2025 at 23:43 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io