Form 4: Sitio Royalties Executive Vice President Acquires Shares Through PSU Vesting, Sells for Tax Obligations

Sitio Royalties Corp.'s Executive Vice President of Land, Britton L. James, acquired 27,816 shares of Class A Common Stock through the vesting of performance stock units and subsequently sold 10,226 shares to cover tax withholding obligations.

Summary

• Britton L. James, Executive Vice President of Land at Sitio Royalties Corp. (STR), acquired 27,816 shares of Class A Common Stock on June 12, 2025.
• This acquisition resulted from the vesting of Performance Stock Units (PSUs) at a price of $0 per share.
• The Compensation Committee certified that 55.8191% of the target PSUs, originally granted on June 10, 2022, were earned based on the company's annualized absolute total stockholder return performance from June 7, 2022, through June 7, 2025.
• Following the acquisition, Mr. James disposed of 10,226 shares of Class A Common Stock at a price of $19.95 per share to satisfy tax withholding obligations related to the PSU vesting.
• The $19.95 price represents the closing price of the company's Common Stock on June 6, 2025.
• After these transactions, Mr. James beneficially owns 103,439 shares of Class A Common Stock directly and 221,999 Performance Stock Units directly.

Sentiment

Score: 7

Explanation: The vesting of performance-based equity is generally a positive sign, indicating that the company met its performance targets to some extent, leading to executive compensation. The subsequent sale for tax purposes is a routine event and does not detract significantly from the positive aspect of the vesting.

Positives

• Vesting of Performance Stock Units (PSUs) indicates that the company met certain performance criteria, specifically achieving an annualized absolute total stockholder return performance over the specified period.
• The acquisition of shares by an executive aligns their interests with those of shareholders.

Negatives

• A portion of the acquired shares (10,226 shares) were immediately sold to cover tax withholding obligations, which is a common practice but reduces the executive's direct ownership from the gross vested amount.

Future Outlook

NA

Industry Context

This Form 4 filing details an executive's compensation event, specifically the vesting of performance-based equity. While not directly indicative of broader industry trends, the successful vesting of PSUs suggests that Sitio Royalties Corp. met its internal performance targets related to total stockholder return during the specified period, which could reflect positively on its operational and market performance within the royalties and mineral rights sector.

Related Party Transactions

• The acquisition of shares by Britton L. James, an Executive Vice President of Land, through the vesting of Performance Stock Units and the subsequent sale of shares for tax withholding purposes, constitutes a related party transaction as it involves a company insider and the issuer's securities.

Stakeholder Impact

• Shareholders: The vesting of performance-based equity for an executive can be viewed positively as it aligns management's interests with shareholder value creation, provided the performance metrics are robust. The sale of shares for tax purposes is a standard practice and has a minor dilutive effect on ownership.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Sitio Royalties Corp., STR, SEC Form 4, Insider Trading, Stock Ownership, Performance Stock Units, PSU Vesting, Executive Compensation, Britton L. James, Share Acquisition, Tax Withholding, Common Stock