Britton L. James - Jun 6, 2025 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Role: Executive Vice President of Land
Signature: /s/ Britton L. James, by Brett S. Riesenfeld as Attorney-in-Fact
Stock symbol: STR
Transactions as of: Jun 6, 2025
Transactions value $: -$32,439
Form type: 4
Date filed: 6/10/2025, 05:42 PM
Previous filing: Mar 3, 2025
Next filing: Jun 13, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
James Britton L.	Executive Vice President of Land	1401 LAWRENCE STREET, SUITE 1750, DENVER	/s/ Britton L. James, by Brett S. Riesenfeld as Attorney-in-Fact	2025-06-10	0001891757

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STR	Class C Common Stock	Tax liability		-3.83K	-9.45%		36.7K	Jun 6, 2025	Direct	F1, F2, F3
transaction	STR	Class A Common Stock	Tax liability	-$32.4K	-1.63K	-1.86%	$19.95	85.8K	Jun 7, 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	Sitio Royalties Operating Partnership, LP Units	Tax liability		-3.83K	-9.45%		36.7K	Jun 6, 2025	Class A Common Stock	3.83K		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Each share of Class C Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the "Partnership"), as amended, provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in the Partnership ("OpCo Units") (other than Sitio Royalties Corp. (the "Issuer")) generally has the right to cause the Partnership to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at the Partnership's election, an equivalent amount of cash.
F2	(Continued from Footnote 1) In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date.
F3	The OpCo Units listed in Table II were forfeited and a corresponding number of shares of Class C Common Stock listed in Table I were cancelled to satisfy the tax withholding obligations of the Reporting Person in connection with the vesting of a portion of the Class C Common Stock held by the Reporting Person.
F4	These shares were withheld by the Issuer 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 on June 7, 2025.
F5	Represents the closing price of the Issuer's Class A Common Stock on June 6, 2025, the trading date immediately preceding the date of the tax withholding.

Remarks:

Executive Vice President of Land