Sitio Royalties Corp.: M&A transaction — Sitio Royalties completes merger with Viper Energy; common stock delisted from NYSE

Sitio Royalties Corp.

Sitio stockholders received 0.4855 shares of New Viper Class A common stock per share owned.
Former Sitio stockholders own ~20% of New Viper; Viper stockholders own ~80%.
All $600M of 7.875% Senior Notes due 2028 redeemed at applicable premium plus accrued interest.
Sitio's Class A common stock delisted from NYSE effective August 19, 2025; Form 25 filed.
Entire Sitio board and seven named officers resigned; new directors and officers from Viper appointed.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sitio Royalties Corp.: Amended and restated certificate of incorporation in its entirety (effective 2025-08-19).

Change: charter amendment
Effective: 2025-08-19

Exact text from the filing

the Company’s amended and restated certificate of incorporation

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sitio Royalties Corp. underwent a change of control involving Viper Energy, Inc. (formerly New Cobra Pubco, Inc.) (closed 2025-08-19).

Action: change of control
Counterparty: Viper Energy, Inc. (formerly New Cobra Pubco, Inc.)
Closing: 2025-08-19

Exact text from the filing

As discussed in the Introductory Note, on August 19, 2025, the Mergers were consummated in accordance with the terms of the Merger Agreement.

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Source: SEC EDGAR

accession 0001193125-25-183045

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