SCHEDULE: Kimmeridge Exits Sitio Royalties Post-Merger Close

Kimmeridge Energy Management Company has filed an exit Schedule 13D, confirming it no longer beneficially owns securities of Sitio Royalties Corp. following the completion of the previously announced mergers.

Summary

• Kimmeridge Energy Management Company, LLC filed Amendment No. 2 to its Schedule 13D, serving as a final "exit filing."
• The filing confirms the closing of the previously announced mergers on August 19, 2025.
• At closing, each share of Sitio Royalties Corp. Class A Common Stock was converted into 0.4855 shares of New Viper Class A Common Stock.
• Each Partnership Unit was converted into 0.4855 Viper Opco Units and 0.4855 New Viper Class B Common Stock.
• All Class C Common Stock was canceled.
• Kimmeridge Companies' 36,495,520 Partnership Units converted into 17,718,574 Viper Opco Units and 17,718,574 New Viper Class B Common Stock.
• Kimmeridge Companies' 36,495,520 shares of Class C Common Stock were canceled.
• As a result, Kimmeridge Energy Management Company no longer beneficially owns any securities of Sitio Royalties Corp.
• The Voting and Support Agreement terminated upon the OpCo Merger's effective time.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a significant corporate transaction (merger) and the orderly exit of a major investor (Kimmeridge), which are generally positive signs of strategic execution and value realization. No negative operational or financial news is present.

Positives

• Completion of the previously announced mergers, indicating successful execution of a strategic transaction.
• Kimmeridge Energy Management Company has successfully exited its position in Sitio Royalties Corp. following the merger, achieving its investment objective.

Future Outlook

No forward-looking statements or guidance for Sitio Royalties Corp. are provided in this exit filing. The filing focuses on a past event (merger closing) and current ownership status.

Industry Context

This filing reflects the ongoing consolidation trend within the oil and gas royalty and mineral sector, where companies like Sitio Royalties Corp. (now part of a larger entity) seek scale and operational efficiencies through mergers. Kimmeridge's exit signifies the realization of value from its investment in the sector.

Comparison to Industry Standards

• The merger conversion ratios (0.4855 shares) are specific to this transaction and would need the original merger agreement for a detailed comparison to similar industry deals.
• Kimmeridge's exit strategy through a merger is a common private equity playbook for realizing value from portfolio companies in the energy sector.
• The termination of the Voting and Support Agreement is standard practice upon the completion of such corporate transactions, ensuring a clean transition of control and governance.

Corporate Governance

Stakeholder Impact

• Shareholders: Sitio Royalties Corp. shareholders received shares in the new parent entity (New Viper Class A Common Stock), indicating a conversion of their investment.
• Kimmeridge Energy Management Company: Successfully exited its beneficial ownership in Sitio Royalties Corp., realizing its investment through conversion into Viper Opco Units and New Viper Class B Common Stock.

Key Dates

Keywords

Sitio Royalties Corp., Kimmeridge Energy Management, Schedule 13D, Merger, Beneficial Ownership, Oil and Gas Royalties, Viper Energy Partners, Exit Filing