{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-314837","form_type":"8-K12B","ticker":null,"cik":"0001949543","company_name":"Sitio Royalties Corp.","filed_at":"2022-12-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:53.003306+00:00","generated_at":"2026-06-20T22:10:55.270870+00:00","sec_items":["1.01","2.01","2.03","3.01","3.02","3.03","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Sitio Royalties (STR) completes all-stock merger with Brigham Minerals, creating combined royalty company","bullets":["Brigham shareholders receive 1.133 shares of new Sitio Class A common stock per Brigham share.","Former Sitio and Brigham common stock delisted from NYSE; only STR shares and STR WS warrants trade.","Borrowing base on credit facility reaffirmed at $300M; $450M senior notes outstanding.","Board expanded to nine members; new directors and officers appointed, including EVPs and VP.","Sitio assumes registration rights, warrant obligations, and equity incentive plans from both legacy companies."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-314837","json":"https://secwatch.observer/filing/0001193125-22-314837.json","markdown":"https://secwatch.observer/filing/0001193125-22-314837.md","text":"https://secwatch.observer/filing/0001193125-22-314837.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/d412563d8k12b.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T22:10:55.270870+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"17dcf8d050","claim":"Claire R. Harvey was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"269d7355d5","claim":"Morris R. Clark was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"26edfafc1f","claim":"Jim Norris was appointed as Vice President, Chief Accounting Officer at Sitio Royalties Corp..","evidence_excerpt":"New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice President, Chief Accounting Officer"}],"fact_type":"executive_change"},{"claim_id":"27db32f09e","claim":"Richard K. Stoneburner was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"40924f2929","claim":"Alice E. Gould was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5aaa2c5f7f","claim":"A. Dax McDavid was appointed as Executive Vice President, Corporate Development at Sitio Royalties Corp..","evidence_excerpt":"New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Vice President, Corporate Development"}],"fact_type":"executive_change"},{"claim_id":"84454c16cc","claim":"Britton James was appointed as Executive Vice President of Land at Sitio Royalties Corp..","evidence_excerpt":"New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Vice President of Land"}],"fact_type":"executive_change"},{"claim_id":"9652d1d6be","claim":"Jon-Al Duplantier was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9cfcc44136","claim":"Gayle L. Burleson was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a25fd396d9","claim":"John R. (\"J.R.\") Sult was appointed as Director at Sitio Royalties Corp..","evidence_excerpt":"each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b2190ded37","claim":"Jarret Marcoux was appointed as Executive Vice President of Engineering & Acquisitions at Sitio Royalties Corp..","evidence_excerpt":"New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Vice President of Engineering & Acquisitions"}],"fact_type":"executive_change"},{"claim_id":"1f6307c3b4acf93bf396790e11ceb7c10a508de7","claim":"Sitio Royalties Corp.: Changed corporate name to Sitio Royalties Corp. and amended certificate of incorporation effective December 29, 2022 (effective 2022-12-29).","evidence_excerpt":"Effective as of immediately following the completion of the Mergers on December 29, 2022 and in accordance with the Merger Agreement, New Sitio changed the corporate name of New Sitio from “Snapper Merger Sub I, Inc.” to “Sitio Royalties Corp.” and has amended and restated its certificate of incorporation to reflect such name change.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-12-29"}],"fact_type":"governance_change"},{"claim_id":"d9a79b16471466a803aaf20528e992c563286195","claim":"Sitio Royalties Corp.: Amended and restated certificate of incorporation and bylaws effective December 28, 2022 (effective 2022-12-28).","evidence_excerpt":"Effective as of December 28, 2022, in connection with the Mergers, New Sitio amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Consent Solicitation Statement/Proxy Statement/Prospectus, other than changing the corporate name to “Sitio Royalties Corp.”","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-12-28"}],"fact_type":"governance_change"},{"claim_id":"79b7ea9042db394dd205bc027941bad15a1f8137","claim":"Sitio Royalties Corp. completed an acquisition involving Brigham Minerals, Inc. (closed 2022-12-29).","evidence_excerpt":"On December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Brigham Minerals, Inc."},{"label":"Closing","value":"2022-12-29"}],"fact_type":"ma_transaction"},{"claim_id":"3091f0c9ff14c805463833739577da44941a9738","claim":"Sitio Royalties Corp. entered into Warrant Agreement Amendment with New Sitio, Former Sitio and Continental Stock Transfer & Trust Company valued at Amends the Existing Warrant Agreement to provide for New Sitio's assumption of Former Sitio's obliga (effective 2022-12-29).","evidence_excerpt":"At the Closing, New Sitio, Former Sitio and Continental Stock Transfer & Trust Company, a New York corporation (\" Continental \") entered into an Assignment, Assumption and Amendment Agreement (the \" Warrant Agreement Amendment \"). The Warrant Agreement Amendment amends that certain Warrant Agreement, dated as of July 20, 2017, by and between Former Sitio and Continental (the \" Existing Warrant Agreement \"), to provide for the assumption by New Sitio of Former Sitio's obligations under the Existing Warrant Agreements. Pursuant to the Warrant Agreement Amendment, all Former Sitio warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Former Sitio's Class A common stock, but instead will be exercisable for shares of New Sitio's Class A common stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"New Sitio, Former Sitio and Continental Stock Transfer & Trust Company"},{"label":"Value","value":"Amends the Existing Warrant Agreement to provide for New Sitio's assumption of Former Sitio's obliga"},{"label":"Effective","value":"2022-12-29"}],"fact_type":"material_agreement"},{"claim_id":"377ced895759eaf46f7f46136147042ae5a25d78","claim":"Sitio Royalties Corp. entered into Sitio Opco LPA Amendment with Sitio Royalties GP, LLC (as sole general partner of Opco LP) valued at Amends the Second Amended and Restated Agreement of Limited Partnership of Opco LP to update referen (effective 2022-12-29).","evidence_excerpt":"In connection with the Closing, Sitio Royalties GP, LLC, a Delaware limited liability company and wholly owned subsidiary of Former Sitio, entered into an amendment (the \" Sitio Opco LPA Amendment \") to the Second Amended and Restated Agreement of Limited Partnership of Opco LP (as amended, the \" Sitio Opco LPA \") as the sole general partner of Opco LP. The Sitio Opco LPA Amendment provides that the references to Former Sitio in the Sitio Opco LPA is amended to refer to New Sitio, among other things.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Sitio Royalties GP, LLC (as sole general partner of Opco LP)"},{"label":"Value","value":"Amends the Second Amended and Restated Agreement of Limited Partnership of Opco LP to update referen"},{"label":"Effective","value":"2022-12-29"}],"fact_type":"material_agreement"},{"claim_id":"f219cb37a9ba91f6e359952b86836c9c5c460e46","claim":"Sitio Royalties Corp. entered into Registration Rights Agreement with certain holders of Opco LLC units (the RRA Parties) valued at Grants each RRA Party certain market registration rights with respect to its registrable securities, (effective 2022-12-29).","evidence_excerpt":"At the closing of the Mergers (the \" Closing \"), New Sitio entered into a registration rights agreement (the \" Registration Rights Agreement \") with certain holders of Opco LLC units as of immediately prior to the Closing (who now are holders of Opco LP units pursuant to the Mergers, the \" RRA Parties \"). The Registration Rights Agreement grants each RRA Party certain market registration rights with respect to its registrable securities, consisting of shares of New Sitio Class A Common Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1949543/000119312522314837/0001193125-22-314837-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"certain holders of Opco LLC units (the RRA Parties)"},{"label":"Value","value":"Grants each RRA Party certain market registration rights with respect to its registrable securities,"},{"label":"Effective","value":"2022-12-29"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}