Form 4: Blackstone Entities Divest Sitio Royalties Stake Post-Merger

Blackstone-affiliated entities have reported the disposition of over 20 million shares of Sitio Royalties Corp. Class C Common Stock and Opco Units following a merger, ceasing their 10% owner status.

Summary

• BX Royal Aggregator LP and RRR Aggregator LLC, along with other Blackstone-affiliated reporting persons, have disposed of their entire beneficial ownership in Sitio Royalties Corp. (STR) Class C Common Stock and Opco Units.
• The disposition occurred on August 19, 2025, as a result of a merger agreement dated June 2, 2025.
• A total of 8,637,727 Class C Common Stock shares and Opco Units held by BX Royal Aggregator LP were cancelled/converted.
• An additional 11,400,218 Class C Common Stock shares and Opco Units held by RRR Aggregator LLC were also cancelled/converted.
• The Opco Units converted into the right to receive 0.4855 units of Viper Energy Partners LLC and 0.4855 shares of Class B common stock of Viper Energy, Inc. per Opco Unit.
• 57,288 Consideration Allocation Rights were also disposed of by RRR Aggregator LLC.
• Following these transactions, the reporting persons beneficially own 0 shares/units and are no longer subject to Section 16 reporting requirements for Sitio Royalties Corp.
• Restricted stock awards previously granted to executive officers, which could have led to re-issuance of shares to DPM Members (including RRR Aggregator), vested in connection with the merger, meaning reporting persons are no longer entitled to such securities.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed transaction (merger-related divestment) and a change in beneficial ownership status. It does not contain forward-looking statements or performance metrics that would typically indicate a strong positive or negative sentiment, but rather confirms a significant structural change.

Positives

• The completion of the merger signifies a strategic milestone for Sitio Royalties Corp., potentially leading to enhanced scale and operational synergies.
• The vesting of restricted stock awards in connection with the merger provides clarity on executive compensation and eliminates potential future re-issuance obligations for the issuer related to forfeited awards.

Negatives

• The reporting persons, Blackstone-affiliated entities, have fully divested their significant ownership stake in Sitio Royalties Corp., indicating a complete exit from their position.

Risks

• The filing indicates that the reporting persons are no longer entitled to receive re-issued shares from forfeited restricted stock awards, as all such awards vested upon the merger's closing.

Future Outlook

The filing primarily reports a completed transaction and the resulting change in beneficial ownership. It indicates that the reporting persons are no longer subject to Section 16 obligations, implying their full exit from a significant ownership position in Sitio Royalties Corp. due to the merger.

Industry Context

This filing reflects the ongoing consolidation trend within the oil and gas royalty and mineral sector. The merger of Sitio Royalties Corp. and the subsequent conversion of its equity interests into those of Viper Energy Partners LLC and Viper Energy, Inc. is a significant event in the industry, aiming to create a larger, more diversified entity. Such transactions are common strategies for companies to achieve scale, optimize portfolios, and enhance market positioning in a dynamic energy landscape.

Comparison to Industry Standards

• The conversion ratio of 0.4855 units of Viper Energy Partners LLC and 0.4855 shares of Class B common stock of Viper Energy, Inc. per Opco Unit is a specific term of the merger agreement, which would typically be evaluated against the pre-merger valuations and strategic rationale of both Sitio Royalties Corp. and Viper Energy.
• The divestment by Blackstone-affiliated entities, a major private equity firm, is consistent with their investment lifecycle, where they typically exit positions after a period of value creation, often through strategic transactions like mergers or IPOs. This is a standard practice for private equity sponsors in the energy and infrastructure sectors.

Related Party Transactions

• The transaction involves the disposition of securities by entities affiliated with Blackstone Inc., which previously held significant ownership in Sitio Royalties Corp. This represents a change in the relationship between these related parties following a merger.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. are directly impacted by the merger, as their Class C Common Stock and Opco Units were converted into interests in Viper Energy entities.
• The reporting persons (Blackstone-affiliated entities) are no longer 10% owners of Sitio Royalties Corp., signifying a complete change in their investment position.

Next Steps

• The reporting persons are no longer subject to Section 16 reporting requirements for Sitio Royalties Corp. following the disposition of their beneficial ownership.

Key Dates

Keywords

SEC Form 4, Beneficial Ownership, Merger, Sitio Royalties Corp., STR, Blackstone, Viper Energy Partners, Viper Energy Inc., Equity Disposition, Class C Common Stock, Opco Units, Royalty Company, Energy Sector