UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~November 14~~December 28, 2022

~~Sitio~~STR ~~Royalties~~Sub ~~Corp~~Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38158	82-0820780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. EmployerIdentification No.)

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(Address of principal executive offices, including Zip Code)

(~~Zip Code~~720) 640-7620

(Registrant’s ~~Telephone~~telephone ~~Number~~number, including ~~Area~~area ~~Code: (720~~code) ~~640-7620~~

~~Check~~Sitio ~~the~~Royalties ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Corp.

☒(Former ~~Written~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~425~~Changed ~~under~~Since ~~the~~Last ~~Securities Act (17 CFR 230.425~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	STR	New York Stock Exchange
Warrants to purchase Class A common stock	STR WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~7.01. Regulation FD Disclosure.~~ NOTE

As previously ~~announced~~disclosed, on September 6, 2022, ~~Brigham~~STR ~~Minerals,~~Sub Inc., a(formerly ~~Delaware~~Sitio ~~corporation~~Royalties Corp.) (“~~Brigham~~Former Sitio”) ~~and Brigham Minerals Holdings, LLC, a Delaware limited liability company and subsidiary of the Company,~~ entered into anthe Agreement and Plan of Merger (the “Merger Agreement”), ~~with~~among Former Sitio, ~~Royalties~~MNRL ~~Corp~~Sub Inc. (formerly Brigham Minerals, Inc.), a Delaware corporation (“~~Sitio~~Brigham”), orBrigham ~~the~~Minerals Holdings, LLC, a Delaware limited liability company (“~~Company~~Brigham Opco”), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ~~and subsidiary of Sitio~~ (“Opco LP”), Sitio Royalties Corp. (formerly Snapper Merger Sub I, Inc.), a Delaware corporation ~~and a wholly owned subsidiary of Sitio~~ (“New Sitio”), Snapper Merger Sub IV, Inc., a Delaware corporation ~~and~~(“Brigham ~~wholly~~Merger ~~owned subsidiary of New Sitio~~Sub”), Snapper Merger Sub V, Inc., a Delaware corporation ~~and~~(“Sitio ~~wholly~~Merger ~~owned subsidiary of New Sitio~~Sub”), and Snapper Merger Sub II, LLC, a Delaware limited liability company ~~and a wholly owned subsidiary of~~ (“Opco ~~LP,~~Merger ~~pursuant~~Sub ~~to which Sitio will acquire the Company in an all-stock transaction (the “Transaction~~LLC”). As a result of the Transaction, Sitio and Brigham will become direct wholly owned subsidiaries of New Sitio, which will operate under the name “Sitio Royalties Corp.” Upon completion of the Transaction, former Sitio stockholders and former Brigham stockholders will own stock in New Sitio, which is expected to be listed for trading on the New York Stock Exchange.

InThe ~~connection~~Merger Agreement provides for the acquisition of Brigham by Former Sitio in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into Brigham (the ~~Transaction~~“Brigham Merger”), onwith ~~November~~Brigham ~~14,~~surviving ~~2022,~~the Brigham Merger as a wholly owned subsidiary of New Sitio, ~~filed~~(ii) the ~~with~~merger ~~the~~of ~~U.S.~~Sitio ~~Securities~~Merger Sub with and ~~Exchange~~into ~~Commission~~Former Sitio (the “~~SEC~~Sitio Merger”), anwith ~~amendment~~Former toSitio surviving the ~~registration~~Sitio ~~statement~~Merger onas ~~Form~~a ~~S-4~~wholly ~~that~~owned ~~was~~subsidiary ~~originally~~of ~~filed~~New onSitio, ~~October~~and ~~11,~~(iii) the ~~2022,~~merger ~~which~~of ~~includes~~Opco aMerger ~~consent~~Sub ~~solicitation~~LLC ~~statement/proxy~~with ~~statement/prospectus.~~and ~~Although~~into Brigham Opco (the ~~registration~~“Opco ~~statement~~Merger,” ~~has~~and, ~~not~~together ~~yet~~with ~~become~~the ~~effective~~Brigham Merger and the ~~information~~Sitio ~~contained~~Merger, ~~therein~~the is“Mergers”), ~~subject~~with toBrigham ~~change~~Opco surviving the Opco Merger as a wholly owned subsidiary of Opco LP, itin ~~provides~~each ~~important~~case ~~information~~on ~~about~~the terms set forth in the ~~Transaction~~Merger Agreement. ~~The~~For ~~current~~a ~~filing~~more ~~can~~detailed bedescription ~~accessed~~of ~~here:~~the ~~https://www.sec.gov/Archives/edgar/data/1949543/000119312522283522/d382077ds4a.htm.~~Mergers, please see the Definitive Consent Solicitation Statement on Schedule 14A filed with the SEC by Former Sitio on November 23, 2022.

~~Additionally,~~The onforegoing ~~November~~description 9,of ~~2022,~~ the ~~board~~Merger ofAgreement ~~directors~~is ofnot ~~the~~complete ~~Company~~and ~~set~~is ~~November~~qualified ~~18,~~in ~~2022~~its asentirety ~~the~~by ~~record~~reference ~~date~~to ~~for~~the ~~determining~~Merger ~~the~~Agreement, ~~Company’s~~a ~~stockholders~~copy ~~entitled~~of towhich ~~execute~~is ~~and~~included ~~return~~as ~~written~~Exhibit ~~consents~~2.1 to ~~approve~~this ~~the~~Current ~~adoption~~Report ofon ~~the~~Form ~~Merger~~8-K ~~Agreement.~~and incorporated herein by reference.

~~The~~As ~~information~~described ~~contained~~further inunder ~~this~~ Item 75.0107, isconsent ~~being~~of ~~furnished~~the holders of Former Sitio’s common stock was required to adopt the Merger Agreement and ~~shall~~approve ~~not~~the beMergers. ~~deemed~~Former ~~“filed”~~Sitio’s consent solicitation period expired on December 28, 2022 and the requisite stockholder consents for the ~~purposes~~adoption of ~~Section 18~~the Merger Agreement and the approval of the ~~Securities~~Mergers ~~Exchange~~were ~~Act~~received. Brigham held a special meeting of ~~1934,~~its asstockholders ~~amended~~on December 28, or2022, ~~otherwise~~during ~~subject~~which stockholders of Brigham voted to adopt the ~~liabilities~~Merger ofAgreement ~~that~~and ~~section,~~approve ~~nor~~the ~~shall~~Mergers. itAs bea ~~deemed~~result, ~~incorporated~~effective byas ~~reference~~of ~~into~~December 29, ~~any~~2022, ~~registration~~the ~~statement~~Mergers orwere ~~other~~consummated ~~filing~~in ~~under~~accordance with the ~~Securities~~Merger ~~Act~~Agreement. As part of ~~1933~~the Mergers, asFormer ~~amended,~~Sitio ~~except~~became asa ~~shall~~wholly beowned ~~expressly~~subsidiary ~~set~~of ~~forth~~New bySitio. ~~specific~~Upon ~~reference~~the inconsummation ~~such~~of ~~filing~~the Mergers, Former Sitio changed its name from “Sitio Royalties Corp.” to “STR Sub Inc.”

NoItem ~~Offer~~1.01 orEntry ~~Solicitation~~into a Material Definitive Agreement

~~This~~Warrant ~~communication~~Assignment ~~relates to a proposed business combination transaction (the “Merger”) between Brigham~~ and ~~Sitio.~~Assumption This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

~~Important~~In ~~Additional~~connection ~~Information~~with the Mergers, New Sitio, Former Sitio and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) entered into that certain Assignment, Assumption and Amendment Agreement (the “Warrant Agreement Amendment”). The Warrant Agreement Amendment amends that certain Warrant Agreement, dated as of July 20, 2017, by and between Former Sitio and Continental (the “Existing Warrant Agreement”), to provide for the assumption by New Sitio of Former Sitio’s obligations under the Existing Warrant Agreement. Pursuant to the Warrant Agreement Amendment, all Former Sitio warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Former Sitio’s Class A common stock, but instead will be exercisable for shares of New Sitio’s Class A common stock.

InThis ~~connection~~summary ~~with~~and the ~~Merger,~~information onincorporated ~~November~~herein ~~14,~~by ~~2022,~~reference ~~New~~is ~~Sitio~~qualified ~~filed~~in ~~with~~its ~~the~~entirety ~~SEC~~by anreference ~~amendment~~ to the ~~registration~~text ~~statement~~of onthe ~~Form~~Warrant Agreement ~~S-4 that was originally filed on October 11~~Amendment, ~~2022,~~ which ~~includes~~is aincluded ~~proxy~~as ~~statement~~Exhibit ~~of Brigham, a consent solicitation statement of Sitio and a prospectus of New Sitio~~4.1 ~~The Merger will be submitted~~ to ~~Brigham’s~~this ~~stockholders~~Current ~~for~~Report ~~their~~on ~~consideration.~~Form ~~Brigham,~~8-K ~~Sitio~~ and ~~New~~is ~~Sitio~~incorporated ~~may~~herein ~~also file other documents with the SEC regarding the Merger. After the registration statement has been declared effective~~ by ~~the SEC, a definitive consent solicitation statement/proxy statement/prospectus will be mailed to the shareholders of Brigham and Sitio~~reference. This document is not a substitute for the registration statement and consent solicitation statement/proxy statement/prospectus that New Sitio filed with the SEC or any other documents that Brigham, Sitio or New Sitio may file with the SEC or send to stockholders of Brigham or Sitio in connection with the Merger. INVESTORS AND STOCKHOLDERS OF BRIGHAM AND SITIO ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CONSENT SOLICITATION STATEMENT/PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

~~Investors~~Fourth ~~and~~Amendment ~~shareholders~~to ~~may~~Amended ~~obtain free copies of the registration statement~~ and ~~the~~Restated ~~consent~~Credit ~~solicitation~~Agreement ~~statement/proxy statement/prospectus and all other documents filed or that will be filed with the SEC by Brigham, Sitio or New Sitio, through the website maintained by the SEC at http://www.sec.gov.~~

~~Participants~~On inJune 7, 2022, Opco LP, as borrower, and the ~~Solicitation~~other guarantors party thereto entered into that certain Second Amended and Restated Credit Agreement (as previously amended by that certain First Amendment to Credit Agreement, dated June 24, 2022, that certain Second Amendment to Credit Agreement, dated July 8, 2022, and that certain Third Amendment to Credit Agreement, dated September 21, 2022, the “Former Sitio Credit Agreement”) with Bank of America, N.A., as the administrative agent and issuing bank, the lenders and the other financial institutions from time to time party thereto, pursuant to which the lenders thereunder made loans and other extensions of credit to Opco LP.

~~Brigham~~On December 29, ~~Sitio~~2022, Opco LP and ~~their~~the ~~respective~~other ~~directors~~guarantors ~~and~~party ~~executive~~thereto ~~officers~~entered ~~may~~into bethat ~~deemed~~certain Fourth Amendment to beCredit ~~participants~~Agreement in(the “RBL Fourth Amendment”), pursuant to which, among other things, the ~~solicitation~~Credit Agreement was amended to (i) permit the consummation of, ~~proxies~~and ~~from~~the transactions contemplated by, the Mergers described above, (ii) reaffirm the borrowing base under the Former Sitio Credit Agreement at $300,000,000, (iii) designate certain subsidiaries of Brigham’s ~~stockholders~~as inunrestricted ~~connection~~subsidiaries ~~with~~(the “Brigham Unrestricted Subsidiaries”), (iv) require that the ~~Merger.~~Brigham ~~Information~~Unrestricted ~~regarding~~Subsidiaries become restricted subsidiaries under the ~~directors~~Former Sitio Credit Agreement on or before June 30, 2023 and ~~executive~~(v) include ~~officers~~restrictions on the amount of debt that can be incurred by the Brigham isUnrestricted ~~set~~Subsidiaries ~~forth~~before inthey are designated as restricted subsidiaries under the RBL Credit Agreement.

~~Brigham’s~~The ~~Definitive~~above ~~Proxy~~references ~~Statement~~to onand ~~Schedule~~description ~~14A for its 2022 Annual Meeting~~ of ~~Stockholders, which was filed with~~ the ~~SEC~~RBL onFourth ~~April~~Amendment ~~13,~~do ~~2022.~~not ~~Information~~purport ~~regarding~~to ~~the~~be ~~directors~~complete and ~~executive~~are ~~officers~~qualified ~~of Sitio is set forth~~ in ~~Sitio’s~~their ~~Definitive~~entirety ~~Proxy~~by ~~Statement~~reference onto ~~Schedule~~the ~~14A~~RBL ~~for~~Fourth ~~its Special Meeting of Stockholders~~Amendment, which ~~was~~is ~~filed~~attached ~~with~~hereto ~~the~~as ~~SEC~~Exhibit ~~on May 5, 2022, and certain of its Current Reports on Form 8-K~~10.1 ~~Other information regarding the participants in the proxy solicitation~~ and ~~a description of their direct and indirect interests, by security holdings or otherwise,~~ is ~~and~~incorporated ~~will~~herein be contained in the registration statement, the consent solicitation statement/proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents through the website maintained by ~~the SEC at http://www~~reference.~~sec.gov.~~

~~Forward-Looking~~First ~~Statements~~Amendment to Note Purchase Agreement

~~The~~On ~~information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section~~September ~~27A~~21, ~~of the Securities Act~~2022, ~~and~~Opco ~~Section 21E of the Securities Exchange Act of 1934~~LP, as ~~amended. All statements~~issuer, ~~other~~and ~~than~~certain ~~statements~~subsidiaries of ~~present~~Opco orLP ~~historical~~as ~~fact~~guarantors ~~included~~entered ~~herein,~~into ~~regarding the proposed Merger between Brigham and Sitio, the likelihood~~ that ~~the~~certain ~~conditions~~Note toPurchase ~~the~~Agreement ~~consummation of~~ (the ~~Merger~~“Note ~~will~~Purchase beAgreement”) ~~satisfied~~with oncertain ~~a timely basis or at all~~banks, ~~Brigham’s~~financial ~~and Sitio’s ability to consummate the Merger at any time or at all~~institutions, ~~the~~lending ~~benefits~~institutions ~~of the Merger~~ and ~~the~~other ~~post-combination~~institutional ~~company’s~~investors ~~future~~party ~~financial~~thereto ~~performance following the Merger,~~ as ~~well~~holders as (the ~~post-combination~~“Holders”) ~~company’s strategy, future operations, financial position, estimated revenues,~~ and ~~losses,~~U.S. ~~projected~~Bank ~~costs,~~Trust ~~prospects~~Company, ~~plans~~National ~~and objectives of management are forward looking statements. When used herein~~Association, ~~including~~as ~~any~~agent ~~oral~~for ~~statements made in connection herewith,~~ the ~~words “may~~Holders,” ~~“could,”~~pursuant ~~“believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions and the negative of such words and similar expressions are intended~~ to ~~identify~~which ~~forward-looking~~Opco ~~statements,~~LP ~~although~~issued ~~not~~senior ~~all~~unsecured ~~forward-looking~~notes statements contain such identifying words. These forward-looking statements are based on Brigham’s and Sitio’s management’s current expectations and assumptions about future events and are based on currently available information as to the ~~outcome~~Holders ~~and~~in ~~timing~~an ofaggregate ~~future~~principal ~~events.~~amount ~~Such~~of ~~statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. Except as otherwise required by applicable law~~$450, ~~Brigham and Sitio disclaim any duty to update any forward- looking statements~~000,000 ~~all of which are expressly qualified by~~ (the ~~statements~~“2026 inSenior ~~this section, to reflect events or circumstances after the date hereof~~Notes”).

~~Brigham~~On ~~and~~December 29, ~~Sitio~~2022, ~~caution~~Opco ~~you~~LP ~~that~~and ~~these forward-looking statements are subject to all of~~ the ~~risks~~guarantors ~~and~~entered ~~uncertainties,~~into ~~most~~that ofcertain ~~which~~First ~~are~~Amendment ~~difficult~~ to ~~predict~~Note ~~and~~Purchase ~~many~~Agreement ~~of which are beyond~~ (the ~~control~~“NPA ofFirst ~~Brigham~~Amendment”), ~~and~~pursuant ~~Sitio.~~to ~~These risks include~~which, ~~but~~among ~~are~~other ~~not limited to~~things, the ~~post-combination~~Note ~~company’s~~Purchase ~~ability~~Agreement towas ~~successfully~~amended ~~integrate~~to ~~Brigham’s~~(i) ~~and~~( ~~Sitio’s~~designate ~~businesses and technologies;~~ the ~~risk~~Brigham ~~that~~Unrestricted ~~the~~Subsidiaries ~~expected~~as ~~benefits~~unrestricted ~~and~~subsidiaries ~~synergies~~under of the ~~Merger~~Note ~~may~~Purchase ~~not be fully achieved in a timely manner~~Agreement, or(ii) require atthat ~~all;~~ the ~~risk that~~ Brigham orUnrestricted ~~Sitio~~Subsidiaries ~~will~~become ~~not,~~restricted orsubsidiaries ~~that~~under ~~following~~ the ~~Merger,~~Note ~~New~~Purchase ~~Sitio~~Agreement ~~will not, be able to retain~~ and ~~hire key personnel;~~ the ~~risk~~RBL ~~associated~~Credit ~~with~~Agreement ~~Brigham’s~~(as ~~and~~defined ~~Sitio’s~~in ~~ability to obtain~~ the ~~approvals~~Note ofPurchase ~~their~~Agreement ~~respective~~on ~~stockholders~~or ~~required~~before ~~to consummate the Merger and the timing of the closing of the Merger~~June 30, ~~including~~2023 ~~the~~(iii) ~~risk~~postpone ~~that~~ the ~~conditions~~automatic to0.75% ~~the transaction are not satisfied on a timely basis~~ (or, atin ~~all~~certain orcircumstances, ~~the~~1.75%) ~~failure~~reduction of the ~~transaction~~applicable tomargin ~~close for any other reason or to close~~ on the ~~anticipated~~2026 ~~terms,~~Senior ~~including~~Notes ~~the~~from ~~anticipated tax treatment;~~ the ~~risk~~date ~~that~~when ~~any regulatory approval, consent or authorization that may be required for~~ the ~~Merger~~Mergers ~~is not obtained or is obtained subject to conditions that~~ are ~~not~~consummated ~~anticipated; unanticipated difficulties or expenditures relating~~ to the ~~transaction,~~date ~~the~~when ~~response of business partners and retention as a result of~~ the ~~announcement and pendency of the transaction; Sitio’s ability to finance New Sitio (including the repayment of certain of~~ Brigham’s ~~indebtedness)~~Unrestricted onSubsidiaries ~~acceptable~~are ~~terms~~designated ~~or at all; uncertainty~~ as torestricted ~~the~~subsidiaries ~~long-term~~under ~~value of New Sitio’s common stock; and~~ the ~~diversion~~Note ofPurchase ~~Brigham’s~~Agreement and ~~Sitio’s~~(iv) include ~~management’s~~restrictions ~~time~~ on ~~transaction-related~~the ~~matters.~~amount ~~Should one or more~~ of ~~the~~debt risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that ~~may impact Brigham’s and Sitio’s expectations and projections~~ can be ~~found~~incurred inby ~~Brigham’s periodic filings with~~ the ~~SEC, including the~~ Brigham’s ~~Annual~~Unrestricted ~~Report~~Subsidiaries onbefore ~~Form~~they ~~10-K~~are ~~for~~designated ~~the~~as ~~fiscal~~restricted ~~year~~subsidiaries ~~ended~~under ~~December 31, 2021 and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and Sitio’s periodic filings with~~ the ~~SEC,~~Note ~~including~~Purchase ~~Sitio’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Part II, Item 1A “Risk Factors” in Sitio’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K~~Agreement. ~~Brigham’s and Sitio’s SEC filings are available publicly on the SEC’s website at www.sec.gov.~~

The above references to and description of the NPA First Amendment do not purport to be complete and are qualified in their entirety by reference to the NPA First Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Amendment to the Second Amended and Restated Agreement of Limited Partnership of Opco LP

In connection with the Closing, Sitio Royalties GP, LLC, a Delaware limited liability company and wholly owned subsidiary of Former Sitio, entered into an amendment (the “Sitio Opco LPA Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Opco LP (as amended, the “Sitio Opco LPA”) as the sole general partner of Opco LP. The Sitio Opco LPA Amendment provides that the references to Former Sitio in the Sitio Opco LPA is amended to refer to New Sitio, among other things.

The Sitio Opco LPA after giving effect to the Sitio Opco LPA Amendment also provides that, on the exercise by a limited partner of Opco LP to redeem Sitio Opco Partnership Units, Opco LP will be entitled to settle any such redemption by delivering to the redeeming limited partner, in lieu of shares of New Sitio Class A Common Stock, an amount of cash equal to: (a) other than in the case of clause (b), if the New Sitio Class A Common Stock trades on a securities exchange or automated or electronic quotation system, the product of (x) the number of shares of New Sitio Class A Common Stock that would have been received in such redemption and (y) the volume-weighted average price per share of New Sitio Class A Common Stock for the five consecutive full trading days immediately prior to the delivery of the notice of redemption; (b) if the redemption is in connection with an underwritten offering to the public equity securities of New Sitio pursuant to a registration statement, the product of (x) the number of shares of New Sitio Class A Common Stock that would have been received in such redemption and (y) the price per share of New Sitio Class A Common Stock sold in such public offering (reduced by the amount of any discount associated with such share of New Sitio Class A Common Stock); or (c) if the New Sitio Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, the product of (x) the number of shares of New Sitio Class A Common Stock that would have been received in such redemption and (y) the fair market value of one share of New Sitio Class A Common Stock as determined in good faith by the general partner of Opco LP. A description of the Sitio Opco LPA is included in Former Sitio’s Current Report on Form 8-K, dated June 7, 2022. The foregoing description of the Sitio Opco LPA is a summary only and is qualified in its entirety by reference to the full text of the Sitio Opco LPA, a copy of which was filed with the SEC on June 7, 2022 as Exhibit 10.3 to Former Sitio’s Current Report on Form 8-K.

This summary and the information incorporated herein by reference is qualified in its entirety by reference to the text of the Sitio Opco LPA Amendment, which is included as Exhibit 10.4 to this Current Report and is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

On December 28, 2022, Former Sitio (i) notified the New York Stock Exchange (“NYSE”) of the filing of the merger certificates with the Secretary of State of the State of Delaware in respect of the Mergers effective as of December 29, 2022 and (ii) requested that NYSE (A) suspend trading of shares of Former Sitio common stock effective as of the end of the trading day on December 28, 2022, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister all of Former Sitio securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Former Sitio securities will no longer be listed on NYSE. Former Sitio intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Former Sitio’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 1.01, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Mergers, there was a change in control of Former Sitio, and New Sitio, as the direct parent of Former Sitio, acquired 100% control of Former Sitio. To the knowledge of Former Sitio, no arrangements exist which may at a subsequent date result in a further change in control of Former Sitio.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Directors

As of the effective time of the Sitio Merger, Steven Jones and Allen Li each resigned and ceased to be directors of Former Sitio and members of any committee of Former Sitio’s board of directors. These resignations were not a result of any disagreement between Former Sitio and the directors on any matter relating to Former Sitio’s operations, policies or practices.

As of December 29, 2022 following the completion of the Mergers, Christopher L. Conoscenti and Carrie Osicka were designated and appointed as the sole directors of Former Sitio’s board of directors replacing the former board of directors of Former Sitio.

Director Designation Agreement Assignment and Assumption

At the Closing, New Sitio, Former Sitio and certain stockholders of Former Sitio entered into an Assignment, Assumption and Amendment Agreement (the “Director Designation Agreement Amendment”) to that certain director designation agreement, dated as of January 11, 2022 (the “Director Designation Agreement”). As amended, the Director Designation Agreement allows certain stockholders of New Sitio to designate nominees to be included in the slate of nominees recommended by the board of directors of New Sitio so long as such stockholders continue to beneficially own sufficient New Sitio Class A Common Stock and New Sitio Class C Common Stock in accordance with the terms of the Director Designation Agreement, as amended. A description of the Director Designation Agreement is included in Former Sitio’s definitive Proxy Statement, dated May 5, 2022, relating to the special meeting of Former Sitio’s stockholders held on June 3, 2022, in the section entitled “Related Agreements—Director Designation Agreement,” which is incorporated herein by reference. The foregoing description of the Director Designation Agreement is a summary only and is qualified in its entirety by reference to the full text of the Director Designation Agreement, a copy of which was filed with the SEC on January 12, 2022 as Exhibit 10.3 to Former Sitio’s Current Report on Form 8-K.

This summary and the information incorporated herein by reference is qualified in its entirety by reference to the text of the Director Designation Agreement Amendment, which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the Mergers, on December 29, 2022, Former Sitio restated its certificate of incorporation and bylaws. The Restated Certificate of Incorporation of Former Sitio is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Amended and Restated Bylaws of Former Sitio are attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

As previously announced, the completion of the Mergers was subject, among other conditions, to the adoption and approval of the Merger Agreement and the Mergers by the holders of at least a majority of the outstanding shares of Sitio Common Stock. The Board of Directors of Sitio set November 18, 2022 as the record date (the “Record Date”) for determining holders of Sitio Common Stock entitled to execute and deliver written consents with respect to the approval of the Merger Agreement and the Mergers. The deadline for the consent solicitation expired at 10:00 a.m. Eastern Time on December 28, 2022. Sitio received written consents from stockholders holding 76,366,807 shares of Sitio Common Stock, approving the proposal to adopt and approve the Merger Agreement and the Mergers. The approval of the proposal by such stockholders constitutes approval by a majority (approximately 91%) of the total shares of Sitio Common Stock issued and outstanding and entitled to submit written consents as of the Record Date.

Item 8.01

Other Events

On December 29, 2022, New Sitio issued a press release announcing the consummation of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

2.1^		Agreement and Plan of Merger, dated as of September 6, 2022, by and among Sitio Royalties Corp., Brigham Minerals, Inc., Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, Snapper Merger Sub I, Inc., Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc., and Snapper Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated September 9, 2022).

3.1		Restated Certificate of Incorporation of STR Sub Inc., filed on December 29, 2022.

3.2		Amended and Restated Bylaws of STR Sub Inc., adopted on December 29, 2022.

4.1		Warrant Agreement Assignment, Assumption and Amendment Agreement, dated as of December 29, 2022, among New Sitio, Former Sitio and Continental Stock Transfer & Trust Company.

10.1		Fourth Amendment to Credit Agreement, among Opco LP, the other guarantors party thereto and Bank of America, N.A., dated December 29, 2022.

10.2		First Amendment to Note Purchase Agreement, among Opco LP and guarantors party thereto, dated December 29, 2022.

10.3		Director Designation Agreement Assignment, Assumption and Amendment Agreement, by and among New Sitio, Former Sitio, and certain principal stockholders, dated December 29, 2022.

10.4		Amendment to Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P., dated as of December 28, 2022.

99.1		Press Release, dated December 29, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

^	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SITIO~~STR ~~ROYALTIES~~Sub ~~CORP~~Inc. (formerly Sitio Royalties Corp.) By: /s/ Brett Riesenfeld Name: Brett Riesenfeld Title: Executive Vice President, General Counsel and Secretary

~~Name~~Dated: ~~Brett Riesenfeld Title: Executive Vice President~~December 29, ~~General Counsel and Secretary~~2022

Date: November 14, 2022

Filing Compare · STR Sub Inc.