--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-314817" form_type: "8-K" ticker: null cik: "0001745797" company_name: "Brigham Minerals, Inc." filed_at: "2022-12-29T23:59:59+00:00" generated_at: "2026-06-20T21:55:53.189036+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Brigham Minerals completes all-stock merger with Sitio Royalties; shareholders get 1.133 shares per share ## Summary - Merger closed Dec 29, 2022: each Brigham Class A share converted into 1.133 New Sitio Class A shares. - Stockholders approved merger at Dec 28 special meeting: >99.7% of votes cast in favor. - Brigham Class A common stock (MNRL) delisted from NYSE; company renamed MNRL Sub Inc. - All Brigham directors and officers ceased; four Brigham directors appointed to New Sitio board. - Credit agreement amended to permit merger, requiring refinancing or termination by June 30, 2023. ## SEC filing metadata - accession: 0001193125-22-314817 - form_type: 8-K - cik: 0001745797 - company_name: Brigham Minerals, Inc. - filed_at: 2022-12-29T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/d440185d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-314817 - JSON: https://secwatch.observer/filing/0001193125-22-314817.json - Plain text: https://secwatch.observer/filing/0001193125-22-314817.txt ## Key facts - Executive change Kari A. Potts departed as other_named_officer at Brigham Minerals, Inc.. - Action: ceased source text: Effective as of the Closing Date, in connection with the Mergers, each of Ben M. “Bud” Brigham, Robert M. Roosa, Blake C. Williams, Kari A. Potts, and Ivan Gaidarov ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Executive change Ben M. “Bud” Brigham departed as other_named_officer at Brigham Minerals, Inc.. - Action: ceased source text: Effective as of the Closing Date, in connection with the Mergers, each of Ben M. “Bud” Brigham, Robert M. Roosa, Blake C. Williams, Kari A. Potts, and Ivan Gaidarov ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Executive change Blake C. Williams departed as other_named_officer at Brigham Minerals, Inc.. - Action: ceased source text: Effective as of the Closing Date, in connection with the Mergers, each of Ben M. “Bud” Brigham, Robert M. Roosa, Blake C. Williams, Kari A. Potts, and Ivan Gaidarov ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Executive change Robert M. Roosa departed as other_named_officer at Brigham Minerals, Inc.. - Action: ceased source text: Effective as of the Closing Date, in connection with the Mergers, each of Ben M. “Bud” Brigham, Robert M. Roosa, Blake C. Williams, Kari A. Potts, and Ivan Gaidarov ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Executive change Ivan Gaidarov departed as other_named_officer at Brigham Minerals, Inc.. - Action: ceased source text: Effective as of the Closing Date, in connection with the Mergers, each of Ben M. “Bud” Brigham, Robert M. Roosa, Blake C. Williams, Kari A. Potts, and Ivan Gaidarov ceased to be officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Governance Changes Brigham Minerals, Inc.: Amended and restated certificate of incorporation and bylaws in their entirety, including renaming the company to MNRL Sub Inc (effective 2022-12-29). - Change: charter amendment - Effective: 2022-12-29 source text: On December 29, 2022, in connection with the consummation of the Mergers, the Company’s amended and restated certificate of incorporation and amended and restated bylaws as in effect immediately prior to the First Effective Time were each amended and restated in their entirety, including to rename the Company “MNRL Sub Inc.” evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - M&A Transactions Brigham Minerals, Inc. underwent a change of control involving Sitio Royalties Corp. (closed 2022-12-29). - Action: change of control - Counterparty: Sitio Royalties Corp. - Closing: 2022-12-29 source text: On December 29, 2022 (the "Closing Date"), following approval by the stockholders of the Company at a special meeting of stockholders held on December 28, 2022, and approval by the stockholders of Sitio by written consent, the Mergers were consummated. evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Material Agreements Brigham Minerals, Inc. entered into Sixth Amendment to the Credit Agreement with Wells Fargo Bank, N.A. valued at Sixth Amendment permits consummation of Merger Agreement transactions, modifies financial reporting, (effective 2022-12-29). - Action: entry - Agreement: credit facility - Counterparty: Wells Fargo Bank, N.A. - Value: Sixth Amendment permits consummation of Merger Agreement transactions, modifies financial reporting, - Effective: 2022-12-29 source text: On December 29, 2022, Brigham Resources, LLC (“Brigham Resources”), a wholly owned subsidiary of the Company, as borrower, entered into the Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement among Brigham Resources, the financial institutions party thereto, and Wells Fargo Bank, N.A., as administrative agent (the “Credit Agreement”). The Sixth Amendment, among other things, (i) permits the consummation of the transactions contemplated by the Merger Agreement, (ii) modifies the financial reporting requirements applicable to Brigham Resources in respect of such transactions, (iii) provides that discretionary cash dividends or distributions to the equity owners of Brigham Resources are subject to (in addition to existing leverage and liquidity requirements) trailing twelve month distributable free cash flow, and (iv) establish June 30, 2023 as an outside date for a refinancing or termination of the Credit Agreement. The foregoing description of the Sixth Amendment is a summar evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Shareholder Votes Brigham Minerals, Inc. shareholders approved Compensation Proposal at the 2022-12-28 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-12-28 source text: Proposal 2 – Compensation Proposal For Against Abstentions Broker Non-Votes 41,036,162 7,927,397 121,531 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm - Shareholder Votes Brigham Minerals, Inc. shareholders approved Merger Proposal at the 2022-12-28 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-12-28 source text: Proposal 1 – Merger Proposal For Against Abstentions Broker Non-Votes 48,964,269 59,392 61,429 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1745797/000119312522314817/0001193125-22-314817-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.