Form 4: Sitio Royalties Executive Brett Riesenfeld Reports Vesting of Performance Stock Units and Related Share Transactions

Sitio Royalties Corp.'s Executive Vice President, General Counsel, and Secretary, Brett S. Riesenfeld, reported the vesting of performance stock units and subsequent acquisition and tax-related disposition of Class A Common Stock.

Summary

• Brett S. Riesenfeld, Executive Vice President, General Counsel, and Secretary of Sitio Royalties Corp. (STR), reported transactions involving the company's Class A Common Stock.
• On June 12, 2025, 41,527 Performance Stock Units (PSUs) vested, resulting in the acquisition of 23,180 shares of Class A Common Stock at a price of $0 per share.
• The vesting occurred because the Compensation Committee certified the company's annualized absolute total stockholder return performance over the period from June 7, 2022, through June 7, 2025, achieving 55.8191% of the target PSUs originally granted on June 10, 2022.
• Concurrently, 8,111 shares of Class A Common Stock were disposed of at a price of $19.95 per share to satisfy tax withholding obligations related to the PSU vesting.
• Following these transactions, Mr. Riesenfeld beneficially owns 115,884 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: The document reports routine executive compensation transactions (PSU vesting and tax withholding) which are expected and do not indicate significant positive or negative sentiment regarding the company's immediate prospects.

Positives

• The vesting of Performance Stock Units indicates that Sitio Royalties Corp. met specific performance criteria, specifically achieving a certain annualized absolute total stockholder return over the performance period.
• The executive's compensation structure is aligned with company performance, as evidenced by the vesting of PSUs based on total stockholder return.

Negatives

• A portion of the vested shares (8,111 shares) was withheld by the company to cover tax obligations, which is a standard practice for equity compensation and not inherently negative.

Stakeholder Impact

• Shareholders: The vesting of PSUs and subsequent issuance of shares may result in minor dilution, but it is part of a pre-approved compensation plan designed to align executive interests with shareholder returns.
• Employees: This transaction highlights the company's equity compensation practices for executives, which may be indicative of broader compensation strategies.

Key Dates

Keywords

Sitio Royalties Corp., STR, SEC Form 4, Insider Transaction, Performance Stock Units, PSU Vesting, Executive Compensation, Stock Acquisition, Tax Withholding, Brett S. Riesenfeld, Class A Common Stock