M&A - Kimmeridge Energy Management Company, LLC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-04

Corporate Action: Merger

Type: Update

Accession Number: 000090266425002628

Filing Summary: On June 2, 2025, Sitio Royalties Corp. and Sitio OpCo entered into a Merger Agreement with Viper Energy, Inc. and related entities outlining a series of mergers that will result in Viper acquiring Sitio in an all-equity transaction. The mergers include the Viper Merger Sub merging with Viper, and Sitio Merger Sub merging with the Issuer, allowing both to continue as subsidiaries of a new parent company. The Kimmeridge Companies are parties to a Voting and Support Agreement in which they agree to vote in favor of the mergers and to retain their shares during a specific Lock-Up Period, with provisions governing termination and amendments to the Merger Agreement. Share ownership percentages are calculated based on both existing Class A Common Stock and those issuable upon redemption of Partnership Units and Class C Common Stock owned by the Reporting Person, representing a significant voting power within the Issuer.