Christopher L. Conoscenti - Feb 27, 2025 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Role: Chief Executive Officer, Director
Signature: /s/ Christopher L. Conoscenti, by Brett S. Riesenfeld as Attorney-in-Fact
Stock symbol: STR
Transactions as of: Feb 27, 2025
Transactions value $: -$196,497
Form type: 4
Date filed: 3/3/2025, 07:33 PM
Previous filing: Jun 11, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STR	Class A Common Stock	Tax liability	-$102K	-5.21K	-2.63%	$19.50	193K	Feb 27, 2025	Direct	F1, F2
transaction	STR	Class A Common Stock	Award	$0	+70.5K	+36.6%	$0.00	263K	Feb 28, 2025	Direct	F3
transaction	STR	Class A Common Stock	Tax liability	-$95K	-4.75K	-1.8%	$20.00	258K	Mar 1, 2025	Direct	F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STR	Performance Stock Units	Award	$0	+212K	+45.29%	$0.00	679K	Feb 28, 2025	Class A Common Stock	212K		Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were withheld by Sitio Royalties Corp. (the "Company") to satisfy the tax withholding obligations of the reporting person in connection with the vesting of one-third of an award of restricted stock units ("RSUs") on February 27, 2025.
F2	Represents the closing price of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), on the date of the tax withholding.
F3	Represents RSUs granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive one share of the Company's Common Stock. The RSUs will vest in equal one-third installments on each of the first three anniversaries of February 28, 2025, subject to the reporting person's continuous service through each vesting date.
F4	These shares were withheld by the Company to satisfy the tax withholding obligations of the reporting person in connection with the vesting of one-third of an award of RSUs on March 1, 2025.
F5	Represents the closing price of the Company's Common Stock on February 28, 2025, the trading date immediately preceding the date of the tax withholding.
F6	Represents performance stock units ("PSUs") granted to the reporting person pursuant to the LTIP in respect of calendar year 2025. Each PSU represents the right to receive one share of Common Stock. The PSUs will be eligible to be earned by the reporting person based on achievement with respect to an annualized absolute total shareholder return performance goal over a three-year performance period beginning with the last 20 trading days of 2024 through the last 20 trading days of 2027, subject to the reporting person's continuous service through the end of such performance period. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 200% of such target number.