UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1819, 2025

SITIO ROYALTIES CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-41585	88-4140242
(State or other jurisdiction of incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(Address of principal executive office and Zip Code)

(720) 640-7620

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, If Changed Since Last 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:

☒☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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		TradingSymbol(s)		Name of each exchangeon which registered
Class A common stock, par value $0.0001 per share		STR		New York Stock Exchange(1)

Indicate by check mark

(1)

The registrant’s Class A common stock was suspended from trading on the New York Stock Exchange prior to the opening of the market on August 19, 2025. A Form 25 was filed with the Securities and Exchange Commission on August 19, 2025 to delist the registrant’s Class A common stock from the New York Stock Exchange and to remove it from registration under Section 12(b) of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed on June 3, 2025 by Sitio Royalties Corp., a Delaware corporation (“Sitio” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”), the Company 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 VNOM Sub, Inc. (formerly Viper Energy, Inc.), a Delaware corporation (“Viper”), Viper Energy Partners LLC, a Delaware limited liability company (“Viper Opco”), Viper Energy, Inc. (formerly New Cobra Pubco, Inc.), a Delaware corporation and a wholly owned subsidiary of Viper (“New Viper”), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper (“Viper Merger Sub”), and Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper (“Sitio Merger Sub”), pursuant to which, among other things, Viper agreed to acquire the Company in an all-equity transaction through: (i) the merger (the “Viper Pubco Merger”) of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into Sitio, with Sitio continuing as the surviving corporation and a wholly owned subsidiary of New Viper (~~such~~the ~~merger~~“Sitio Pubco Merger” and, together with the Viper Pubco Merger, the “Pubco Mergers”), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity (the “Opco Merger” and, together with the Pubco Mergers, the “Mergers”), in each case on the terms set forth in the Merger Agreement.

~~Item 5.07.~~On ~~Submission~~August 19, 2025 (the “Closing Date”), following approval by the stockholders of ~~Matters~~the toCompany at a ~~Vote~~special meeting of ~~Security~~stockholders ~~Holders~~held on August 18, 2025, and the satisfaction of all closing conditions set forth in the Merger Agreement, the Mergers were consummated. The Pubco Mergers became effective concurrently (such time as the Pubco Mergers became effective, the “Pubco Merger Effective Time”), and the Opco Merger became effective immediately following the Pubco Merger Effective Time (such time as the Opco Merger became effective, the “Opco Merger Effective Time”). The events described in this Current Report on Form 8-K took place in connection with the completion of the Mergers.

OnItem ~~August 18,~~1.02 ~~2025,~~Termination ~~the Company held a special meeting~~ of ~~stockholders (the “Sitio Special Meeting”) to vote upon the following matters: (i)~~ a ~~proposal~~Material toDefinitive ~~approve and adopt the terms of the Merger~~ Agreement and the transactions contemplated thereby (the “Merger Proposal”) and (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Sitio’s named executive officers that is based on or otherwise relates to the Mergers contemplated by the Merger Agreement (the “Compensation Proposal”).

AsOn ~~of the close of business on July~~August 719, 2025, ~~the~~in ~~record~~connection ~~date~~with ~~for~~ the ~~Sitio~~consummation ~~Special Meeting, there were 77,579,174 shares~~ of ~~Sitio~~the ~~Class A common stock~~Mergers, ~~par~~all ~~value~~outstanding ~~$0.0001~~indebtedness ~~per~~under ~~share,~~the ~~issued~~Third Amended and ~~outstanding~~Restated ~~and~~Credit 73Agreement,~~367,602~~ ~~shares~~dated as of ~~Sitio Class~~February ~~C common stock~~3, ~~par~~2023 ~~value~~(as ~~$0.0001~~last ~~per~~amended ~~share,~~on ~~issued and outstanding (collectively~~May 8, ~~“Sitio~~2025 ~~Common Stock”). Each issued~~ and ~~outstanding~~as ~~share~~may ofbe ~~Sitio~~further ~~Common~~amended, ~~Stock~~supplemented ~~entitled~~or ~~its~~modified ~~holder~~from oftime ~~record~~ to ~~one~~time), ~~vote~~by onand ~~each~~among ~~matter to be considered at the~~ Sitio ~~Special~~Opco, ~~Meeting.~~JPMorgan ~~The~~Chase ~~Merger~~Bank, ~~Proposal required the affirmative vote of the holders of a majority of the outstanding shares of Sitio Common Stock entitled to vote~~N.A., ~~The~~as ~~Compensation~~administrative ~~Proposal~~agent, ~~which was advisory~~ and ~~non-binding, required~~ the ~~affirmative~~other ~~vote~~parties offrom atime ~~majority~~to oftime ~~the~~party ~~shares~~thereto ~~of Sitio Common Stock present virtually or represented by proxy at~~ (the “Sitio ~~Special~~Revolving ~~Meeting~~Credit ~~and entitled to vote. At the Sitio Special Meeting~~Facility”), ~~131,216,171 shares~~was ofrepaid ~~Sitio~~in ~~Common~~full ~~Stock~~and ~~eligible~~all tocommitments ~~vote~~thereunder were ~~present virtually during the Sitio Special Meeting or represented by proxy, constituting a quorum~~terminated. ~~At the Sitio Special Meeting~~Additionally, the ~~Company’s~~guarantees ~~stockholders approved the Merger Proposal~~ and ~~the~~liens ~~Compensation~~securing ~~Proposal by~~ the ~~affirmative~~indebtedness ~~vote~~under of the ~~number of shares of~~ Sitio ~~Common~~Revolving ~~Stock~~Credit ~~required~~Facility towere ~~approve~~discharged ~~such~~and ~~proposals~~released.

~~The~~Item ~~results~~2.01 Completion of ~~the~~Acquisition ~~Sitio~~or ~~stockholder~~Disposition ~~votes~~of ~~taken at the Sitio Special Meeting, by proposal, were as follows:~~ Assets.

~~Proposal~~As 1discussed –in the Introductory Note, on August 19, 2025, the Mergers were consummated in accordance with the terms of the Merger ~~Proposal~~Agreement. In connection with the consummation of the Mergers, among other things:

For		Against		Abstentions		Broker Non-Votes
130,700,871		366,763		148,537		N/A

•

at the effective time of the Sitio Pubco Merger (the “Sitio Pubco Merger Effective Time”), (A) each share of Sitio’s Class A common stock, par value $0.0001 per share (the “Sitio Class A Common Stock”), issued and outstanding immediately prior to the Sitio Pubco Merger Effective Time (other than certain excluded shares) was canceled and converted into the right to receive 0.4855 fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper (the “New Viper Class A Common Stock” and, such shares collectively, the “Sitio Pubco Merger Consideration”), (B) each share of Sitio’s Class C common stock, par value $0.0001 per share (the “Sitio Class C Common Stock”), issued and outstanding immediately prior to the Sitio Pubco Merger Effective Time was canceled and ceased to exist and (C) each share of Sitio Merger Sub capital stock issued and outstanding immediately prior to the Sitio Pubco Merger Effective Time was converted into one share of common stock, par value $0.01 per share, of the surviving corporation of the Sitio Pubco Merger;

~~Proposal~~• 2at –the ~~Compensation~~effective ~~Proposal~~time of the Viper Pubco Merger (the “Viper Pubco Merger Effective Time”), (A) each share of Viper’s Class A common stock, par value $0.000001 per share (the “Viper Class A Common Stock”),

For		Against		Abstentions		Broker Non-Votes
113,188,417		17,420,368		607,386		N/A

~~Item 7~~issued and outstanding immediately prior to the Viper Pubco Merger Effective Time (other than certain excluded shares) was canceled and automatically converted into one share of New Viper Class A Common Stock, (B) each share of Viper’s Class B common stock, par value $0.01000001 ~~Regulation~~per FDshare, ~~Disclosure~~issued and outstanding immediately prior to the Viper Pubco Merger Effective Time was canceled and converted into one share of New Viper Class B Common Stock, par value $0.000001 per share (the “New Viper Class B Common Stock” and together with the New Viper Class A Common Stock, “New Viper Common Stock”), and (C) each share of Viper Merger Sub capital stock issued and outstanding immediately prior to the Viper Pubco Merger Effective Time was converted into one share of common stock, par value $0.01 per share, of the surviving corporation of the Viper Pubco Merger;

On• ~~August 18,~~at ~~2025~~the Pubco Merger Effective Time, ~~the~~each ~~Company~~share of capital stock of New Viper issued aand ~~press~~outstanding ~~release~~immediately ~~announcing~~prior to the ~~results~~Pubco ofMerger ~~the~~Effective ~~Sitio~~Time ~~Special~~remained ~~Meeting.~~outstanding, Awith ~~copy~~shares ofowned by the ~~press~~surviving ~~release~~corporation isof ~~furnished~~the asViper ~~Exhibit~~Pubco ~~99.1~~Merger ~~and~~surrendered ~~incorporated~~to byNew ~~reference~~Viper ~~herein.~~without payment therefor; and

~~The~~• ~~information~~following inthe ~~this~~Pubco ~~Item 7.01~~Mergers, ~~including~~at ~~Exhibit~~the ~~99.1~~effective totime ~~this~~of ~~Current~~the ~~Report~~Opco onMerger ~~Form~~(the ~~8-K~~“Opco Merger Effective Time”), is(A) ~~being~~each ~~furnished~~common ~~and~~unit ~~shall~~representing ~~not~~a belimited ~~deemed~~partnership interest in Sitio Opco (each, a “~~filed~~Sitio Opco Unit”) ~~for~~held ~~purposes~~by ofViper, ~~Section 18~~Sitio, New Viper, or any of their wholly owned subsidiaries immediately prior to the ~~Securities~~Opco ~~Exchange~~Merger ~~Act~~Effective ofTime ~~1934,~~was asautomatically ~~amended~~converted into 0.4855 common units representing limited liability company membership interests in Viper Opco (~~the~~each, a “~~Exchange~~Viper ~~Act~~Opco Unit”), orand ~~otherwise~~(B) ~~subject~~each toSitio ~~the~~Opco ~~liabilities~~Unit ofissued ~~that~~and ~~section,~~outstanding ~~nor~~immediately ~~shall~~prior itto bethe ~~deemed~~Opco ~~incorporated~~Merger byEffective ~~reference~~Time in(other ~~any~~than ~~filing~~certain ~~under~~excluded ~~the~~units) ~~Securities~~was ~~Act~~converted ofinto ~~1933,~~the asright ~~amended,~~to orreceive ~~the~~(i) ~~Exchange~~0.4855 ~~Act,~~Viper ~~except~~Opco asUnits ~~shall~~and be(ii) ~~expressly~~0.4855 ~~set~~shares ~~forth~~of byNew ~~specific~~Viper ~~reference~~Class inB ~~such~~Common ~~filing~~Stock.

~~Forward-Looking~~No ~~Statements~~fractional shares of New Viper Common Stock were issued in connection with the Sitio Pubco Merger or Opco Merger. Each holder of Sitio Class A Common Stock who would otherwise have received fractional shares received, in lieu thereof, cash, without interest, based on the then prevailing prices of shares of the New Viper Class A Common Stock on the Nasdaq. Each holder of Sitio Opco Units who would otherwise have received a fraction of a Viper Opco Unit pursuant to the Opco Merger received, in lieu thereof, cash, without interest, in an amount equal to the product of such fractional part of a Viper Opco Unit multiplied by the volume weighted average of Viper Class A Common Stock for the five consecutive trading days immediately prior to the Closing Date of the Mergers. If any holder of Sitio Opco Units would otherwise be entitled to receive a fraction of a share of New Viper Class B Common Stock (after taking into account all Sitio Opco Units delivered by such holder), such fraction of a share of New Viper Class B Common Stock shall be canceled, and such holder shall not be entitled to any additional consideration in exchange for such fractional share of New Viper Class B Common Stock.

~~This~~As ~~communication relates to~~ a ~~proposed~~result ~~business combination transaction between Viper and Sitio and the information included herein includes forward-looking statements within the meaning~~ of the ~~federal securities laws~~Mergers, ~~which~~Sitio ~~involve~~stockholders ~~certain~~immediately ~~risks,~~prior ~~uncertainties~~to ~~and assumptions that could cause~~ the ~~results~~Sitio toPubco ~~differ~~Merger ~~materially~~Effective ~~from~~Time ~~such~~own ~~statements.~~approximately ~~All~~20% ~~statements,~~of ~~other~~the ~~than~~outstanding ~~historical~~shares ~~facts,~~of ~~that~~New ~~address activities that~~ Viper orCommon ~~Sitio assumes~~Stock, ~~plans, expects, believes, intends or anticipates (~~and ~~other~~Viper ~~similar~~stockholders ~~expressions)~~immediately ~~will,~~prior ~~should or may occur in the future, or statements regarding the proposed Mergers, the likelihood that the conditions~~ to the ~~consummation of the Mergers will be satisfied on a timely basis or at all,~~ Viper’s ~~and~~Pubco ~~Sitio’s~~Merger ~~ability~~Effective toTime ~~consummate~~own ~~the~~approximately ~~Mergers~~80% ~~at any time or at all, the benefits~~ of the ~~Mergers~~outstanding ~~and~~shares ~~the~~of ~~post-combination~~New ~~company’s~~Viper ~~future~~Common ~~financial~~Stock. ~~performance~~Following ~~following~~ the ~~Mergers~~Closing, ~~the~~New ~~post-combination~~Viper ~~company’s~~operates ~~strategy,~~under ~~future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used herein,~~ the ~~words~~name “~~may,”~~Viper ~~“could~~Energy,” ~~“believe,~~Inc.” ~~“anticipate,” “intend,” “estimate,” “expect,” “project”~~ and ~~similar~~retains ~~expressions and~~ the negative of such words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. The forward-looking statements are based on Viper’s ~~and~~board ~~Sitio’s~~of ~~management’s~~directors ~~current beliefs, based on currently available information, as to the outcome~~ and ~~timing~~executive ~~of future events~~officers.

~~Factors~~The ~~that~~issuance ~~could cause the outcomes to differ materially include (but are not limited to) the following: risks related to the timing~~ of ~~the~~shares ~~closing~~ of ~~the~~New ~~Mergers,~~Viper ~~including~~Class A ~~the~~Common ~~risk~~Stock ~~that~~pursuant ~~the conditions~~ to the ~~Mergers~~terms ~~are not satisfied on a timely basis or at all or the failure~~ of the ~~Mergers~~Merger toAgreement ~~close~~was ~~for~~registered ~~any~~under ~~other reason or to close on~~ the ~~anticipated~~Securities ~~terms,~~Act including the anticipated tax treatment; the risk that any regulatory approval, consent or authorization that may be required for the Mergers is not obtained or is obtained subject to conditions that are not anticipated; the post-combination company’s ability to successfully integrate Sitio’s and Viper’s businesses and technologies; the risk that the expected benefits and synergies of ~~the Mergers may not be fully achieved in a timely manner~~1933, oras ~~at all; the risk that Sitio or Viper will not~~amended, orpursuant ~~that following the Mergers, the post-combination company will not, be able~~ to ~~retain~~New ~~and hire key personnel; unanticipated difficulties or expenditures relating to the Mergers, the response of business partners and retention as a result of the announcement and pendency of the Mergers;~~ Viper’s ~~ability~~registration tostatement ~~finance the combined company~~ on acceptable terms or at all; uncertainty as to the long-term value of the post-combination company’s common stock; the diversion of Sitio’s and Viper’s management’s time on transaction-related matters; and those risks described in Viper’s periodic filings with the SEC, including in Item 1A of Viper’s Annual Report on Form 10S-~~K for the year ended December 31~~4, ~~2024,~~as ~~filed~~amended ~~with~~(File ~~the SEC on February~~No. ~~26, 2025, subsequent Forms 10~~333-~~Q and 8-K and other filings Viper makes with the SEC~~288431), which ~~can~~was bedeclared ~~obtained~~effective ~~free~~by ~~of charge on~~ the SEC’s ~~website at http://www.sec.gov and Viper’s website at https://www.viperenergy.com/investors/overview, and in Sitio’s periodic filings with the SEC, including in Item 1A of Sitio’s Annual Report~~ on ~~Form 10-K for the year ended December~~July 3118, ~~2024, filed with the SEC on February 26,~~ 2025,. ~~subsequent~~The ~~Forms~~joint ~~10-Q~~proxy ~~and~~statement/consent ~~8-K~~solicitation ~~and~~statement/prospectus ~~other filings Sitio makes with the SEC,~~ which ~~can~~forms bea ~~obtained~~part ~~free~~ of ~~charge on~~ the ~~SEC’s~~registration ~~website~~statement atcontains ~~http://www.sec.gov~~additional ~~and~~information ~~Sitio’s~~about ~~website~~the ~~at investors~~Mergers.~~sitio.com.~~

In ~~light of these factors~~addition, ~~the~~in ~~events~~connection ~~anticipated~~with ~~by Viper’s and Sitio’s forward-looking statements may not occur at~~ the ~~time~~Mergers ~~anticipated or at all. Moreover, Viper~~ and ~~Sitio~~pursuant ~~conduct their businesses in a very competitive and rapidly changing environment and new risks emerge from time~~ to ~~time. Viper and Sitio cannot predict all risks, nor can they assess~~ the ~~impact~~Merger ofAgreement ~~all~~and ~~factors on their businesses or~~ the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements they may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this communication or, if earlier, as of the date they were made. Viper and Sitio do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless required by applicable ~~law.~~award agreements:

•

at the Sitio Pubco Merger Effective Time, each award of time-based restricted stock units in respect of Sitio Class A Common Stock and each award of deferred restricted stock units in respect of Sitio Class A Common Stock outstanding immediately prior to the Sitio Pubco Merger Effective Time vested in full (to the extent unvested), and was canceled and converted into the right to receive the Sitio Pubco Merger Consideration in respect of each share of Sitio Class A Common Stock subject to the award, plus an amount in cash equal to any accrued but unpaid cash-based dividend equivalents;

No• ~~Offer~~at the Sitio Pubco Merger Effective Time, each award of performance-based restricted stock units in respect of Sitio Class A Common Stock outstanding immediately prior to the Sitio Pubco Merger Effective Time vested in full (to the extent unvested), with the satisfaction of any performance goals in respect of any incomplete performance period determined based on the greater of (x) target performance or (y) actual performance through the Sitio Pubco Merger Effective Time and was canceled and converted into the right to receive the Sitio Pubco Merger Consideration in respect of each share of Sitio Class A Common Stock subject thereto, plus an amount in cash equal to any accrued but unpaid cash-based dividend equivalents; and

~~This~~• ~~communication~~immediately isprior ~~for~~to ~~informational~~the ~~purposes~~Pubco ~~only~~Merger ~~and~~Effective ~~does~~Time, ~~not~~each ~~constitute~~award of restricted securities consisting of Sitio Opco Units and an ~~offer~~equivalent number of shares of Sitio Class C Common Stock (each, a “Sitio Opco Unit Award”) outstanding immediately prior to ~~sell~~the ~~any~~Sitio ~~securities~~Pubco ~~pursuant~~Merger Effective Time vested in full (to the ~~Mergers~~extent orunvested) ~~otherwise,~~and ~~nor~~each ~~shall~~Sitio ~~there~~Opco beUnit ~~any~~and ~~sale~~share of ~~securities~~Sitio inClass ~~any~~C ~~jurisdiction~~Common inStock ~~which~~subject to such ~~offer~~Sitio orOpco ~~sale~~Unit ~~would~~Award bewas ~~unlawful~~treated ~~prior~~as toan ~~registration~~unrestricted orSitio ~~qualification~~Opco ~~under~~Unit ~~the~~and ~~securities~~an ~~laws~~unrestricted share of ~~any~~Sitio ~~such~~Class ~~jurisdiction.~~C NoCommon ~~offer~~Stock for all purposes of ~~securities~~the ~~shall~~Merger beAgreement, ~~made~~including ~~except~~participation byin ~~means~~the ofMergers aas ~~prospectus~~set ~~meeting~~forth in the ~~requirements~~Merger ofAgreement, ~~Section 10~~and of the ~~Securities~~holder ~~Act.~~thereof also received an amount in cash equal to any accrued but unpaid cash-based distributions.

~~Additional~~The ~~Information~~foregoing description of the Mergers and ~~Where~~the Merger Agreement and the transactions contemplated thereby is a summary only, does not purport to ~~Find~~be Itcomplete, and is subject to and qualified in its entirety by the full text of the Merger Agreement, a copy of which was filed with the SEC on June 3, 2025 as Exhibit 2.1 to the Company’s Current Report on Form 8-K and is incorporated by reference into this Item 2.01.

InItem connection with the Mergers, New Parent filed with the SEC a registration statement on Form S-4, which includes a proxy statement of Sitio, an information statement of Viper and a prospectus of New Parent and was declared effective by the SEC on July 18, 20253.01 ~~Viper,~~Notice ~~Sitio and New Parent may also file other documents with the SEC regarding the Mergers. A definitive joint information statement/proxy statement/prospectus was first mailed to the stockholders~~ of ~~Viper~~Delisting ~~and Sitio on~~ or ~~about~~Failure ~~July 18,~~to ~~2025.~~Satisfy ~~This communication is not~~ a ~~substitute~~Continued ~~for~~Listing ~~the~~Rule ~~registration statement and joint information statement/proxy statement/prospectus filed with the SEC~~ or ~~any~~Standard; ~~other~~Transfer ~~documents that Viper, Sitio or New Parent may file with the SEC or send to stockholders~~ of ~~Viper or Sitio in connection with the Mergers~~Listing. INVESTORS AND STOCKHOLDERS OF SITIO AND VIPER ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT INFORMATION 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 MERGERS AND RELATED MATTERS.

~~Investors~~Prior ~~and~~to ~~stockholders~~the ~~will~~completion beof ~~able~~the toMergers, ~~obtain~~shares ~~free~~of ~~copies~~Sitio ofClass A ~~the~~Common ~~registration~~Stock ~~statement~~were listed and traded on the ~~joint~~New ~~information~~York ~~statement/proxy~~Stock ~~statement/prospectus~~Exchange (~~when~~the ~~available~~“NYSE”) under the trading symbol “STR.” On the Closing Date, in connection with the consummation of the Mergers, the Company notified the NYSE that the Mergers had been consummated and ~~all~~requested ~~other~~that ~~documents~~the ~~filed~~trading orof shares of Sitio Class A Common Stock on the NYSE be suspended and that ~~will~~the listing of such shares on the NYSE be ~~filed~~withdrawn prior to the opening of the market on August 19, 2025. In addition, the Company requested that the NYSE file with the SEC bya ~~Viper,~~Notification ~~Sitio~~of Removal from Listing and/or ~~New~~Registration ~~Parent~~on Form 25 to report the delisting of shares of Sitio Class A Common Stock from the NYSE and to deregister the shares of Sitio Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, ~~through~~as amended (the ~~website~~“Exchange ~~maintained~~Act”). byThe NYSE filed the Form 25 on the Closing Date. The Company also intends to file with the SEC ata ~~http://www~~Certification and Notice of Termination of Registration on Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended.~~sec.gov.~~

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Sitio Pubco Merger, at the Sitio Pubco Merger Effective Time, the Company became a wholly owned subsidiary of New Viper. Immediately following the Pubco Mergers, as a result of the consummation of the Opco Merger, Sitio Opco merged with and into Viper Opco, with Viper Opco continuing as the surviving entity.

The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

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

Effective as of the Closing Date, in connection with the consummation of the Mergers, each member of the Sitio board of directors (the “Sitio Board”) prior to the Pubco Merger Effective Time ceased serving as a director of the Sitio Board. These departures were solely in connection with the Mergers and not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

Effective as of the Closing Date, in connection with the Mergers, each of Christopher L. Conoscenti, Britton L. James, Jarret J. Marcoux, A. Dax McDavid, Carrie L. Osicka, Brett S. Riesenfeld and Ward Bass ceased to be officers of the Company.

Pursuant to the Merger Agreement, as of the Pubco Merger Effective Time, Kaes Van’t Hof, Austen Gilfillian and Matt Zmigrosky became the directors and Kaes Van’t Hof, Austen Gilfillian, Teresa L. Dick, Matt Zmigrosky and Al Barkmann became the executive officers of the Company.

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On August 19, 2025, in connection with the consummation of the Mergers, the Company’s amended and restated certificate of incorporation and amended and restated bylaws as in effect immediately prior to the Pubco Merger Effective Time were each amended and restated in their entirety. The certificate of incorporation and bylaws, each as amended and restated, of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

The foregoing disclosures are subject to and qualified in their entirety by reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On August 19, 2025, in connection with the consummation of the Mergers, Sitio Opco and Sitio Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sitio Opco, the “Issuers”), redeemed all $600 million aggregate principal amount outstanding of the Issuers’ 7.875% Senior Notes due 2028 (the “2028 Senior Notes”) issued pursuant to that certain Indenture, dated as of October 3, 2023 (the “Indenture”), by and among the Issuers, the guarantors named therein and Citibank, N.A., as trustee. In accordance with the Indenture, the Issuers redeemed the 2028 Senior Notes at a redemption price equal to 100.000% of the principal amount thereof, plus the Applicable Premium (as calculated in accordance with the Indenture), plus accrued and unpaid interest thereon to, but excluding, August 19, 2025.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
Exhibit Number		Description
99.1*		Press Release of Sitio Royalties Corp. dated August 18, 2025.
2.1†		Agreement and Plan of Merger, dated as of June 2, 2025, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Viper Energy, Inc. (formerly New Cobra Pubco, Inc.), Viper Energy Partners LLC, VNOM Sub, Inc. (formerly Viper Energy, Inc.), Cobra Merger Sub, Inc. and Scorpion Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, File No. 001-41585, filed with the SEC on June 3, 2025).
3.1*		Second Amended and Restated Certificate of Incorporation of Sitio Royalties Corp., dated as of August 19, 2025.
3.2*		Second Amended and Restated Bylaws of Sitio Royalties Corp., dated as of August 19, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.

4† Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC 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 ROYALTIES CORP. By: /s/ ~~Christopher~~Matt L.Zmigrosky ~~Conoscenti~~ Name: ~~Christopher~~Matt L.Zmigrosky ~~Conoscenti~~ Title: ~~Chief~~ Executive ~~Officer~~Vice President and General Counsel

Dated: August 1819, 2025

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