Stockle - the stock oracle

Sitio Royalties Corp.

US:STRUS:STRDW
No current share price held for this company.

Past year: ▼ 18%(16.96 – 23.70 USD)

Market cap
—
Shares on issue
—
Story beats
15 since 2022
Last event
2 Sept 2025

History

Sitio Royalties was formed by the 2022 merger of Sitio and Brigham Minerals, refinanced its debt in 2023, and was acquired by Viper Energy in August 2025.

2022: Sitio and Brigham join forces

The record begins with a deal. Under a merger agreement dated September 6, 2022, Sitio agreed to an all-stock acquisition of Brigham Minerals. A new holding company filed a registration statement in October 2022. Brigham shareholders were to receive 1.133 new shares per share, and Sitio holders one for one. That would leave Sitio holders with about 54% and Brigham holders about 46%. Holders of about 83.7% of Sitio's voting power had already agreed to vote in favour.

The merger closed on December 29, 2022. The new holding company took the name Sitio Royalties Corp., the old Sitio became STR Sub Inc., and Brigham became a subsidiary. Shares on issue stood at 74,347,005 at the end of that year.

2023: Tidying the debt and adding assets

The first months of 2023 went on clearing up after the merger. On February 3, Sitio's operating partnership replaced its credit facility with a new agreement led by JPMorgan. It carried commitments of up to $1.5 billion, a $750 million borrowing base (the amount lenders will lend against the company's assets) and a June 2027 maturity. Brigham's old credit agreement was repaid and ended.

In June, Sitio issued 2,508,490 Class C shares and the same number of operating partnership units in exchange for mineral and royalty interests. The units can be swapped one for one into Class A shares. Shares on issue ended 2023 at 74,939,080, though the beats do not tie that figure to this issue.

In September, the borrowing base and lender commitments were raised from $750 million to $850 million. Sitio then announced a note offering, upsized and completed on October 3, when the operating partnership sold $600 million of 7.875% senior unsecured notes due November 2028. The money redeemed all of its 2026 notes and repaid part of the credit facility. The company reported a net loss of $2.97 million for the second quarter of 2023.

The record also shows routine filings in 2023 about removing a class of securities from listing and deregistering securities. They are not explained further.

2024: A quiet record

The disclosures show no major events for 2024 or for the first part of 2025.

2025: Sold to Viper Energy

On June 2, 2025, Sitio agreed to be acquired by Viper Energy in an all-equity merger. Each Sitio Class A share would convert into 0.4855 shares of the new parent's Class A stock, Class C shares would be cancelled, and operating units would be exchanged for Viper units plus Class B shares. Sitio holders would own about 20% of the combined company and Viper holders about 80%. Viper's board and executives would run it. Sitio agreed not to seek rival offers, with an exception for a superior proposal before the vote.

A proxy statement in July set a stockholder meeting for August 18. Holders of about 48% of Sitio's voting power had signed support agreements. Class C holders who were not supporting stockholders could seek appraisal, meaning a court valuation of their shares.

Stockholders approved the merger on August 18, with 130,700,871 votes for, 366,763 against and 148,537 abstaining. It closed on August 19. Sitio's credit facility was repaid in full and ended, and its Class A stock was suspended from the NYSE. Sitio's deregistration with the SEC followed on September 2, 2025. At that date, Sitio was part of Viper Energy, Inc., with former Sitio holders owning about 20%. Three lawsuits challenging the merger's disclosures and the appraisal outcome had no resolution in the filings, and the beats do not say what happened to the 2028 notes.

Written from the 15 story beats below (2022 to 2 Sept 2025), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202574.9m shares · US$1.36bn market cap

  1. 2 Sept

    Sitio Royalties Corp. deregistered its securities, ending its obligation to file reports with the SEC.

    listing compliance notice

    74.9m shUS$1.36bn
  2. 21 Aug

    Sitio Royalties Corp.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    74.9m shUS$1.36bn
  3. 19 Aug

    The Viper merger closed on August 19, 2025. Each Sitio Class A share was converted into 0.4855 new Viper Class A shares (cash paid for fractions), Sitio Class C shares were cancelled, and Sitio Opco units were exchanged for 0.4855 Viper Opco units plus 0.4855 new Viper Class B shares. Former Sitio holders own about 20% of the combined Viper Energy, Inc. and Viper holders about 80%. Sitio's revolving credit facility was repaid in full and terminated, and Sitio's Class A stock was suspended from the NYSE with a Form 25 filed to delist it.

    business combination

    74.9m shUS$1.36bn
  4. 18 Aug

    Sitio stockholders approved the Viper merger at the August 18, 2025 special meeting: 130,700,871 votes for, 366,763 against and 148,537 abstaining, out of 131,216,171 shares present or represented by proxy. The non-binding vote on executive merger-related pay also passed (113,188,417 for, 17,420,368 against). This resolves the stockholder-vote condition from the earlier proxy; the filing notes the merger registration statement was declared effective July 18, 2025, but closing was still pending at this point.

    business combination

    74.9m shUS$1.36bn
  5. 18 July

    Sitio filed its definitive proxy statement for the Viper merger, setting a virtual special stockholder meeting for August 18, 2025. Stockholders holding about 48% of Sitio's voting power have signed agreements to support the deal, though these can end in certain cases such as a superior proposal or a change of control of Diamondback. Sitio Class A holders would get 0.4855 new Viper Class A shares each. Holders of Sitio Class C stock who are not supporting stockholders can seek appraisal in Delaware court, with a demand due within 20 days of mailing. Diamondback's written consent already approves the deal on the Viper side.

    business combination

    74.9m shUS$1.38bn
  6. 3 June

    Sitio's merger agreement with Viper sets the terms: each Sitio Class A share converts into 0.4855 shares of the new parent's Class A stock, and Sitio Class C shares are cancelled. Each Sitio Opco unit converts into 0.4855 Viper Opco units plus 0.4855 new parent Class B shares. Sitio holders would own about 20% of the new parent, which would take the Viper Energy name and keep Viper's board and executives. Closing needs Sitio and Viper stockholder approval, HSR antitrust clearance, an effective S-4 and Nasdaq listing, among other conditions. Viper's majority holder has already consented, Sitio's board unanimously recommended the deal, and Sitio agreed not to solicit rival offers (with an exception for a bona fide superior proposal before its stockholder vote).

    business combination

    74.9m shUS$1.28bn
  7. 3 June

    On June 2, 2025, Sitio agreed to be acquired by Viper Energy in an all-equity merger, with a joint press release issued June 3. After closing, former Viper and Sitio stockholders would own about 80% and 20% of the new parent on a fully diluted basis. It still needs Sitio stockholder approval, and a registration statement and proxy materials were to follow.

    business combination

    74.9m shUS$1.28bn

202374.3m shares · US$1.80bn market cap

  1. 4 Oct

    On October 3, 2023, Sitio's operating partnership sold $600 million of 7.875% senior notes due November 2028, upsized from the $500 million announced a week earlier. Proceeds went to redeem all its 2026 notes and repay part of the credit facility. This replaces the 2022 note purchase agreement debt with longer-dated, unsecured notes, with first interest due May 1, 2024.

    debt financing

    74.3m shUS$1.80bn
  2. 26 Sept

    On September 22, 2023, Sitio raised its credit facility's borrowing base and lender commitments from $750 million to $850 million, and on September 26 announced a planned $500 million offering of senior unsecured notes due 2028. Proceeds would redeem its 2026 notes (the September 2022 note purchase agreement debt, inference) and repay part of the credit facility. The filing also gives net debt to Pro Forma Adjusted EBITDA of 1.61x at June 30, 2023, and a Q2 2023 net loss of $2.97 million.

    material agreement

    74.3m shUS$1.89bn
  3. 24 Aug

    Sitio Royalties Corp. deregistered its securities, ending its obligation to file reports with the SEC.

    listing compliance notice

    74.3m shUS$2.03bn
  4. 15 June

    On June 14, 2023, Sitio issued 2,508,490 Class C shares and 2,508,490 Opco LP units in exchange for certain mineral and royalty interests. The filing does not state the value or the sellers' identity beyond naming Sierra Energy Royalties, LLC and Source Energy Permian II, LLC as parties to a registration rights agreement. The units can be swapped one-for-one into Class A shares, so this could add Class A shares over time (inference), and Sitio agreed to file for resale registration within 60 days.

    capital raising announcement

    74.3m shUS$1.89bn
  5. 9 May

    Sitio Royalties Corp.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    74.3m shUS$1.89bn
  6. 8 Feb

    On February 3, 2023, Sitio's operating partnership replaced its existing credit facility with a new Third Amended and Restated Credit Agreement led by JPMorgan, with commitments of up to $1.5 billion, a $750 million borrowing base and elected commitment, and a June 2027 maturity. It also repaid and terminated Brigham's old credit agreement, so this finishes the debt clean-up after the December 2022 merger. Brigham's entities also became guarantors of the existing September 2022 note purchase agreement. The filing also furnishes an updated investor presentation.

    debt financing

    74.3m shUS$1.98bn

2022

  1. 29 Dec

    The Sitio-Brigham merger closed on December 29, 2022. The new holding company took the name Sitio Royalties Corp. and the old Sitio became STR Sub Inc., and Brigham became a subsidiary. Brigham Class A shares converted at 1.133 new Class A shares each, and Sitio Class A shares converted one for one. Old Sitio warrants now convert into warrants on the new company's Class A stock. This completes the deal set out in the earlier S-4 filings.

    business combination

  2. 11 Oct

    A new holding company (Snapper Merger Sub I, Inc.) filed a registration statement to carry out Sitio's all-stock acquisition of Brigham Minerals under a merger agreement dated September 6, 2022. Brigham Class A and Class B holders would get 1.133 new-company shares per share, Sitio holders one for one, leaving Sitio holders with about 54% and Brigham holders about 46%; holders of about 83.7% of Sitio's voting power have agreed to vote in favour.

    business combination