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SCHEDULE Filed 2025-06-04 Event 2025-06-02 SEC 0000950170-25-081969 →

OAKTREE CAPITAL MANAGEMENT LP Sitio Royalties Corp.

Stake: 16.62% Shares: 15,454,041 CUSIP: 82983N108 Class: Class A Common Stock, par value $0.0001 per share

Item 4 — Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On June 2, 2025, Sitio Royalties Corp., a Delaware corporation ("Sitio") and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership and a subsidiary of Sitio ("Sitio Opco"), entered into an Agreement and Plan of Merger, dated as of June 2, 2025, (the "Merger Agreement") with Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), New Cobra Pubco, Inc., a Delaware corporation and a wholly owned subsidiary of Viper ("New Parent"), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Parent ("Viper Merger Sub"), and Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Parent ("Sitio Merger Sub"). Pursuant to the terms of the Merger Agreement, Viper will acquire Sitio in an all-equity transaction through: (i) the merger of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Parent, (ii) the merger of Sitio Merger Sub with and into Sitio, with Sitio continuing as the surviving corporation and a wholly owned subsidiary of New Parent, and (iii) the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement (collectively, the "Mergers"). Concurrently with the execution and delivery of the Merger Agreement, on June 2, 2025, Source Energy Leasehold LP, Source Energy Permian II, LLC, Permian Mineral Acquisitions, LP, and Sierra Energy Royalties, LLC entered into a Voting and Support Agreement (the "Voting and Support Agreement"), with the Issuer and Viper, pursuant to which the Reporting Persons have agreed, until the Voting and Support Agreement terminates in accordance with its terms (the "Lock-Up Period"), to vote their shares of Class A Common Stock and their shares of Class C Common Stock and Partnership Units, as applicable, in favor of the matters to be voted upon in connection with the Mergers, subject to the terms and conditions set forth in the Voting and Support Agreement. In addition, during the Lock-Up Period, the Reporting Persons shall not transfer their shares of Class A Common Stock or their shares of Class C Common Stock and Partnership Units, subject to certain customary exceptions. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreement which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Cross-References

Insider Activity (last 365d)
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Issuer Cluster
1 13D/G filings on this issuer
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Filer Track Record
29 filings by this filer
28 other filings in the data moat
Short Interest
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