Form 4: Sitio Royalties Executive Vests Performance Stock Units, Acquires Shares

Jarret J. Marcoux, Executive Vice President of Operations at Sitio Royalties Corp., acquired 27,816 shares of Class A Common Stock following the vesting of performance stock units, with a portion withheld for tax obligations.

Summary

• Jarret J. Marcoux, Executive Vice President, Operations of Sitio Royalties Corp. (STR), acquired 27,816 shares of Class A Common Stock on June 12, 2025.
• These shares were acquired through the vesting of Performance Stock Units (PSUs) that were originally granted on June 10, 2022.
• The company's Compensation Committee certified an annualized absolute total stockholder return performance of 55.8191% over the performance period from June 7, 2022, through June 7, 2025.
• This performance resulted in 55.8191% of the target number of PSUs becoming earned, leading to the acquisition of 27,816 shares (55.8191% of a target of 49,833 PSUs).
• Concurrently, 8,835 shares of Class A Common Stock were disposed of to satisfy tax withholding obligations related to the PSU vesting.
• The shares withheld for tax purposes were valued at $19.95 per share, which was the closing price on June 6, 2025.
• Following these transactions, Mr. Marcoux beneficially owns 108,177 shares of Class A Common Stock directly and 221,999 Performance Stock Units directly.

Sentiment

Score: 5

Explanation: Neutral. While the executive received a significant number of shares, the fact that only 55.8191% of the target PSUs vested suggests performance was not optimal. The transaction is a standard compensation event rather than a discretionary buy/sell.

Positives

• The vesting of Performance Stock Units indicates that Sitio Royalties Corp. achieved a positive annualized absolute total stockholder return over the performance period, allowing for executive compensation to be earned.
• The executive, Jarret J. Marcoux, increased his direct beneficial ownership of Class A Common Stock by a net of 18,981 shares (27,816 acquired minus 8,835 disposed for taxes), aligning his interests further with shareholders.

Negatives

• Only 55.8191% of the target number of Performance Stock Units were earned, indicating that the company's performance did not reach the full target set for the PSUs.
• A significant portion of the vested shares (8,835 out of 27,816, or approximately 31.76%) were immediately withheld by the company to cover tax obligations, reducing the net shares received by the executive.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The Compensation Committee certified the Company's annualized absolute total stockholder return performance over the performance period from June 7, 2022, through June 7, 2025, resulting in 55.8191% of the target number of performance stock units becoming earned.
• Each earned PSU entitles the Reporting Person to receive one share of the Company's Class A common stock.

Industry Context

This Form 4 filing details an individual executive's compensation-related stock transactions and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The transaction indicates that an executive's ownership stake has increased, which can be viewed positively as it aligns management interests with shareholder interests. However, the partial vesting of PSUs suggests that performance metrics were not fully met.
• Employees: This filing pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's performance-based compensation structure.

Key Dates

Keywords

Sitio Royalties Corp., STR, SEC Form 4, Insider Transaction, Performance Stock Units, PSU Vesting, Executive Compensation, Share Ownership, Stock Acquisition, Tax Withholding