Form 4: Blackstone Exits Sitio Royalties Stake Post-Merger

Blackstone entities report complete divestiture of their beneficial ownership in Sitio Royalties Corp. effective August 19, 2025, following a merger agreement.

Summary

• Blackstone EMA II L.L.C. and other affiliated Blackstone entities, including Stephen A. Schwarzman, have filed a Form 4 indicating they will cease to be 10% owners of Sitio Royalties Corp. (STR).
• The transaction, effective August 19, 2025, involves the disposition of 20,037,945 shares of Class C Common Stock and 20,037,945 Opco Units.
• Additionally, 57,288 Consideration Allocation Rights were disposed of.
• This disposition is a direct result of an Agreement and Plan of Merger, dated June 2, 2025.
• Under the merger agreement, each outstanding Class C Common Stock share of Sitio Royalties Corp. will be cancelled, and Opco Units will convert into 0.4855 units of Viper Energy Partners LLC and 0.4855 shares of Class B common stock of Viper Energy, Inc.
• Following these transactions, the reporting persons will hold zero beneficial ownership in Sitio Royalties Corp.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale.

Sentiment

Score: 5

Explanation: Neutral. This is a factual report of a pre-determined transaction (disposition of shares due to a merger) and does not inherently convey positive or negative sentiment about the company's ongoing operations or future prospects, but rather the conclusion of a major shareholder's involvement.

Future Outlook

The filing indicates a complete exit of Blackstone's beneficial ownership in Sitio Royalties Corp. by August 19, 2025, as a result of a pre-existing merger agreement. This signifies a finalization of the merger's impact on Blackstone's stake.

Industry Context

This filing reflects the final stages of a significant merger within the oil and gas royalty sector, where Sitio Royalties Corp. is being acquired or merged into entities related to Viper Energy. Such consolidation activities are common in mature industries seeking efficiency or market share, and often lead to changes in major shareholder structures.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. will see a significant change in their ownership structure and the composition of their holdings, converting into units and shares of Viper Energy entities.
• Blackstone entities will no longer have a direct beneficial ownership stake in Sitio Royalties Corp.

Next Steps

• The completion of the merger transaction on August 19, 2025, as outlined in the merger agreement.

Key Dates

Keywords

Blackstone, Sitio Royalties, STR, Viper Energy, Merger, Divestiture, Beneficial Ownership, SEC Form 4, Private Equity, Oil and Gas Royalties