Form 4: Sitio Royalties CEO Conoscenti Converts Performance Stock Units, Increases Direct Shareholding

Sitio Royalties Corp.'s CEO and Director, Christopher L. Conoscenti, acquired 57,058 shares of Class A Common Stock following the vesting of performance stock units, while 22,453 shares were withheld for tax obligations.

Summary

• On June 12, 2025, Christopher L. Conoscenti, Chief Executive Officer and Director of Sitio Royalties Corp. (STR), had 102,221 Performance Stock Units (PSUs) vest and convert into Class A Common Stock.
• The vesting was triggered by the Company's annualized absolute total stockholder return performance, which reached 55.8191% over the performance period from June 7, 2022, through June 7, 2025.
• Following the vesting, Mr. Conoscenti acquired 57,058 shares of Class A Common Stock.
• Concurrently, 22,453 shares of Class A Common Stock were withheld by the Company to satisfy tax withholding obligations related to the PSU vesting.
• The shares withheld for tax purposes were valued at $19.95 per share, based on the closing price on June 6, 2025.
• After these transactions, Mr. Conoscenti directly holds 289,221 shares of Class A Common Stock and 576,389 Performance Stock Units.

Sentiment

Score: 7

Explanation: The document indicates successful achievement of performance targets leading to executive compensation vesting, which is a positive sign for company performance. The share acquisition by the CEO also aligns management interests with shareholders. Tax withholding is a neutral, expected event.

Positives

• The vesting of Performance Stock Units indicates that Sitio Royalties Corp. met its performance targets, specifically achieving an annualized absolute total stockholder return of 55.8191% over the specified period.
• The acquisition of 57,058 shares by the CEO increases his direct ownership stake, aligning management's interests with those of shareholders.

Negatives

• A significant portion of the vested shares (22,453 shares) were withheld to cover tax obligations, reducing the net shares received by the CEO.

Future Outlook

The document does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing reflects a routine executive compensation event, specifically the vesting of performance-based equity. Such events are common across publicly traded companies, particularly in the energy or royalties sector, where long-term incentive plans are used to align executive performance with shareholder returns. The 55.8191% annualized total stockholder return performance suggests strong company performance relative to its internal targets, which could be indicative of positive trends within the sector or the company's specific operational success.

Stakeholder Impact

• Shareholders: The vesting of PSUs based on total stockholder return performance suggests that the company has delivered value to its shareholders over the performance period. The CEO's increased direct shareholding may be viewed positively as it enhances alignment with shareholder interests.
• Employees: While not directly impacting all employees, the successful vesting of performance-based compensation for the CEO could signal a healthy compensation structure and potentially positive company performance that could benefit other employees through various incentive programs.

Key Dates

Keywords

Sitio Royalties Corp., STR, SEC Form 4, Insider Trading, Performance Stock Units, PSU Vesting, Executive Compensation, Stock Acquisition, Tax Withholding, Common Stock, Corporate Governance