Form 4: Blackstone Exits Sitio Royalties 10% Ownership Post-Merger

Blackstone entities report ceasing 10% beneficial ownership in Sitio Royalties Corp. effective August 19, 2025, following a merger agreement.

Summary

• Blackstone EMA II L.L.C. and related entities, including Stephen A. Schwarzman, have filed a Form 4 indicating they will no longer be 10% owners of Sitio Royalties Corp. (STR).
• The change in beneficial ownership is effective August 19, 2025, pursuant to a merger agreement dated June 2, 2025.
• On this date, 8,637,727 shares of Class C Common Stock and an equal number of Opco Units, directly held by BX Royal Aggregator LP, will be cancelled.
• Additionally, 11,400,218 shares of Class C Common Stock and an equal number of Opco Units, directly held by RRR Aggregator LLC, will be cancelled.
• 57,288 Consideration Allocation Rights will also be cancelled.
• The Opco Units will convert 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.
• Following these transactions, the reporting persons will beneficially own 0 shares of Class C Common Stock, Opco Units, and Consideration Allocation Rights.
• The reporting persons are identified as 'Former 10% Owner' of Sitio Royalties Corp.

Sentiment

Score: 5

Explanation: The filing is a factual report of a transactional event (change in beneficial ownership due to a merger) and does not inherently convey positive or negative sentiment beyond the execution of a corporate action.

Future Outlook

The filing details the mechanics of a future transaction, specifically the conversion of Sitio Royalties Corp. Class C Common Stock and Opco Units into securities of Viper Energy Partners LLC and Viper Energy, Inc. on August 19, 2025, as a result of a previously announced merger agreement. This indicates the completion of the merger and the exit of Blackstone entities as 10% owners of Sitio Royalties Corp.

Industry Context

This Form 4 reflects a significant ownership change for Sitio Royalties Corp., a company in the oil and gas royalties sector, as a major private equity firm, Blackstone, exits its 10% ownership stake. This is a direct consequence of Sitio Royalties Corp.'s merger with Viper Energy, indicating consolidation within the energy royalty and mineral sector.

Related Party Transactions

• The filing details the complex ownership structure of the reporting persons, all of which are entities related to Blackstone Inc., ultimately controlled by Stephen A. Schwarzman. The transactions involve the disposition of securities held by Blackstone-affiliated aggregators (BX Royal Aggregator LP and RRR Aggregator LLC) in Sitio Royalties Corp. due to a merger.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. holding Class C Common Stock and Opco Units will see their holdings converted into units of Viper Energy Partners LLC and shares of Viper Energy, Inc. Class B common stock.
• Blackstone entities will no longer hold a 10% beneficial ownership stake in Sitio Royalties Corp., signifying their exit from a significant position in the company following the merger.

Next Steps

• The reported transactions are scheduled to occur on August 19, 2025, at which point the Class C Common Stock and Opco Units will be cancelled and converted as described.

Key Dates

Keywords

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