Form 4: Kimmeridge Divests Sitio Royalties Stake Post-Merger

Kimmeridge Energy Management Company, LLC reports the conversion and cancellation of its holdings in Sitio Royalties Corp. following the merger with Viper Energy, Inc.

Summary

• Kimmeridge Energy Management Company, LLC, a 10% owner and director by deputization of Sitio Royalties Corp. (STR), reported changes in its beneficial ownership.
• On August 19, 2025, coinciding with the closing of Sitio Royalties Corp.'s merger with Viper Energy, Inc., 36,495,520 Sitio Royalties Operating Partnership, LP Units held by Kimmeridge Companies were converted.
• These units were converted into 17,718,574 common units representing limited liability company membership interests in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock of the new holding company, 'New Viper'.
• Additionally, 36,495,520 shares of Class C Common Stock of Sitio Royalties Corp. held by Kimmeridge Companies were cancelled and ceased to exist.
• 183,394 Allocation Rights, which entitled the Reporting Person to receive Sitio Class C Common Stock and Sitio Opco Units under certain conditions, were also cancelled.
• As a result of these transactions, Kimmeridge Energy Management Company, LLC no longer beneficially owns any securities in Sitio Royalties Corp.

Sentiment

Score: 5

Explanation: The filing is a routine compliance report detailing the expected outcome of a pre-announced merger, indicating a neutral sentiment as it simply reports a factual change in beneficial ownership.

Positives

• The completion of the merger between Sitio Royalties Corp. and Viper Energy, Inc. signifies the successful execution of a previously announced strategic initiative.
• The conversion of Kimmeridge's holdings into interests in the new combined entity, 'New Viper', provides them with a stake in the merged company's future performance.

Negatives

• No explicit negative outcomes for Kimmeridge Energy Management Company, LLC are detailed in this compliance filing; the transactions are a direct consequence of the merger.

Risks

• This Form 4 filing does not introduce new risks but rather reports the outcome of a transaction. The reporting person no longer beneficially owns the specified securities, thereby eliminating direct risks associated with those particular holdings.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the completion of the merger and the resulting change in beneficial ownership.

Industry Context

This filing reflects the finalization of a significant merger within the U.S. oil and gas royalty and mineral acquisition sector, consolidating assets and ownership under a new combined entity, 'New Viper'. Such mergers are common strategies for achieving scale, operational efficiencies, and market leadership in the energy industry.

Management Changes

Related Party Transactions

• The reported transactions involve the conversion and cancellation of securities held by KMF DPM HoldCo, LLC and Chambers DPM HoldCo, LLC (the 'Kimmeridge Companies'), which are entities for which Kimmeridge Energy Management Company, LLC acts as an investment adviser to their parent company. This constitutes a transaction involving a related party (Kimmeridge) and the issuer (Sitio Royalties Corp.) where Kimmeridge was a 10% owner and director.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. are impacted by the merger, with their shares being converted into interests in the new combined entity, 'New Viper'.
• Kimmeridge Energy Management Company, LLC's ownership structure and influence in the combined entity have been redefined through the conversion of their previous holdings.

Key Dates

Keywords

SEC Form 4, Beneficial Ownership, Merger, Sitio Royalties Corp., Viper Energy Inc., Kimmeridge Energy Management, Equity Conversion, Oil and Gas Royalties, Energy Sector