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): May 813, 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)	(Commission File Number)	(I.R.S. Employer Identification 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 (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o 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

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

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 o

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. o

Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~February~~May 313, ~~2023~~2025, Sitio Royalties ~~Operating~~Corp. ~~Partnership, LP~~ (~~“Sitio~~the ~~OpCo~~“Company”), asheld ~~borrower,~~its ~~JPMorgan~~2025 ~~Chase~~Annual ~~Bank,~~Meeting ~~N.A.,~~of asStockholders (the ~~administrative~~“Annual ~~agent~~Meeting”). ~~and~~At ~~issuing~~the ~~bank~~Annual Meeting, ~~and~~ the ~~lenders~~stockholders ~~and~~voted ~~other~~on ~~financial~~three ~~institutions~~proposals, ~~from~~each ~~time~~of towhich ~~time~~is ~~party~~described ~~thereto~~in ~~entered~~detail ~~into~~in ~~that~~the ~~certain~~Company’s ~~Third~~definitive ~~Amended~~proxy ~~and~~statement ~~Restated~~filed ~~Credit~~with ~~Agreement~~the ~~(as~~Securities ~~amended,~~and ~~restated,~~Exchange ~~supplemented~~Commission oron ~~otherwise~~March ~~modified from time to time~~28, 2025 (the “~~Credit~~Proxy ~~Agreement~~Statement”)~~, pursuant to which the lenders thereunder made loans and other extensions of credit to Sitio OpCo~~.

OnThere ~~May~~were 877, ~~2025~~977,229 ~~Sitio~~shares ~~OpCo~~of ~~and~~Class ~~the~~A ~~other~~common ~~guarantors~~stock, ~~party~~par ~~thereto~~value ~~entered~~$0.0001 ~~into~~per ~~that~~share ~~certain~~(the ~~Fifth~~“Class ~~Amendment~~A tocommon ~~Third~~stock”), ~~Amended~~ and ~~Restated~~73,391,244 ~~Credit~~shares ~~Agreement~~of ~~(the~~Class ~~“RBL~~C ~~Fifth~~common ~~Amendment”)~~stock, ~~pursuant~~par tovalue ~~which~~$0.0001 per share (the ~~Credit~~“Class ~~Agreement~~C ~~was~~common ~~amended~~stock,” toand, ~~(i)~~together ~~effectuate~~with the ~~scheduled~~Class ~~redetermination~~A ofcommon stock, the ~~borrowing~~“common ~~base~~stock”), ~~intended~~outstanding, torespectively ~~be effective~~ on orMarch ~~about April 1~~21, 2025, ~~by reaffirming~~ the ~~borrowing~~record ~~base~~date at(the ~~$925,000,000,~~“Record ~~(ii~~Date”) ~~amend~~for ~~certain~~the ~~dates~~Annual ~~applicable~~Meeting. toAt the ~~semi-annual~~Annual ~~redetermination~~Meeting, of the ~~borrowing~~holders ~~base~~of ~~and~~141,121,397 ~~(iii)~~shares ~~amend~~of ~~certain~~common ~~other~~stock, ~~terms~~voting ofas ~~the~~a ~~Credit~~single ~~Agreement~~class, were represented in ~~each~~person ~~case~~or by proxy, onrepresenting approximately 93.23% of the ~~terms~~total ~~and~~outstanding ~~subject~~shares toas of the ~~conditions~~Record ~~set~~Date, ~~forth~~which ~~therein~~constituted a quorum.

The ~~above~~final ~~references~~voting toresults ~~and~~with ~~description~~respect ~~of the RBL Fifth Amendment do not purport~~ to beeach ~~complete~~proposal ~~and~~ are ~~qualified~~set forth in ~~their entirety by reference to~~ the ~~RBL~~following ~~Fifth Amendment, which is attached hereto as Exhibit 10~~tables.~~1 and is incorporated herein by reference.~~

~~Item~~Proposal ~~9.01~~1 ~~Financial~~– ~~Statements~~Election ~~and~~of ~~Exhibits.~~Directors

~~(d)Exhibits.~~The results of the vote to elect the nine nominees identified in the Proxy Statement to serve as directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified were as follows:

ExhibitNumber		Description
Nominee	For	% For	Withheld	Broker Non-Votes
10.1		Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of May 8, 2025, by and among Sitio Royalties Operating Partnership, LP, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and any other parties from time to time party thereto.
Noam Lockshin	129,312,054	96.49%	4,703,503	7,105,840
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
Christopher L. Conoscenti	133,610,009	99.70%	405,548	7,105,840
Morris R. Clark	133,470,889	99.59%	544,668	7,105,840
Alice E. Gould	133,389,378	99.53%	626,179	7,105,840
Claire R. Harvey	126,544,486	94.43%	7,471,071	7,105,840
Gayle L. Burleson	133,483,914	99.60%	531,643	7,105,840
Jon-Al Duplantier	133,212,930	99.40%	802,627	7,105,840
Richard K. Stoneburner	126,676,794	94.52%	7,338,763	7,105,840
John R. (“J.R.”) Sult	124,730,221	93.07%	9,285,336	7,105,840

Proposal 2 – Non-Binding Advisory Vote to Approve Company’s Compensation of Named Executive Officers

The results of the non-binding advisory vote to approve the Company’s compensation of its named executive officers were as follows:


For	% For	Against	Abstain	Broker Non-Votes
133,156,679	99.36%	662,086	196,792	7,105,840

Proposal 3 – Ratification of Independent Registered Public Accounting Firm

The results of the vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 were as follows:


For	% For	Against	Abstain
138,005,656	97.79%	3,016,759	98,982

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.
Date:	May 1215, 2025	By:	/s/ Brett S. Riesenfeld
		Name:	Brett S. Riesenfeld
		Title:	Executive Vice President, General Counsel and Secretary

Filing Compare · Sitio Royalties Corp.