Overview
- IndustryCrude Petroleum & Natural Gas1
- HeadquartersDenver, Colorado1
- Incorporated inDE3
- Business address1401 Lawrence Street, Suite 1750, Denver, Co 802023
- Filer categoryLarge accelerated filer3
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Sitio acquires, owns and manages high-quality mineral and royalty interests across premium basins in the United States with the objective of generating cash flow from operations that can be returned to shareholders as dividends or through share repurchases, utilized to pay down debt obligations, and reinvested to expand its base of cash flow generating assets. Sitio leases its mineral interests to oil and gas E&P companies. Sitio’s leases permit E&P companies to explore for and produce oil, natural gas and natural gas liquids from its properties and entitle Sitio to receive a percentage of the proceeds from the sales of these commodities. Unlike owners of working interests in oil and gas properties, Sitio is not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and gas production. As a mineral and royalty owner…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Other costs90¢$552.2M
- Income tax3¢$17.9M
- Profit7¢$40.9M
Out of $611.1M in revenue.2
Where each dollar of operating cash went, fiscal 2024
- Dividends paid26¢$121.3M
- Kept or used elsewhere74¢$341.2M
Out of $462.4M of cash from operations.2
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Revenue | $44.2M5 | $118.5M6 | $355.4M2 | $574.5M2 | $611.1M2 | |
| Operating expenses | $70.7M6 | $175.6M2 | $558.0M2 | $421.4M2 | ||
| Operating income | -$9.7M5 | $49.9M6 | $194.0M2 | $35.4M2 | $203.0M2 | |
| Interest | $2.0M5 | $1.9M6 | $35.5M6 | $93.4M6 | ||
| Income before tax | $48.0M6 | $189.8M2 | -$61.0M2 | $112.9M2 | ||
| Income tax | $22.0K5 | $486.0K6 | $5.7M2 | -$14.3M2 | $17.9M2 | |
| Net income | -$14.2M5 | $47.5M6 | $15.7M2 | -$15.5M2 | $40.9M2 | |
| Earnings per share | $1.102 | -$0.202 | $0.492 | |||
| Earnings per share (diluted) | $1.102 | -$0.202 | $0.492 | |||
| Shares (weighted, basic) | 13.7M shares2 | 81.3M shares2 | 80.6M shares2 | |||
| Shares (weighted, diluted) | 13.7M shares2 | 81.3M shares2 | 80.9M shares2 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Cash | $12.4M5 | $18.8M6 | $15.2M2 | $3.3M2 | ||
| Current assets | $48.8M5 | $192.2M6 | $154.0M2 | $135.2M2 | ||
| Property, plant and equipment | $1.2B5 | $5.0B6 | $4.6B2 | $4.6B2 | ||
| Total assets | $1.2B5 | $5.2B6 | $4.8B2 | $4.7B2 | ||
| Current liabilities | $4.6M5 | $26.4M6 | $31.8M2 | $48.0M2 | ||
| Long-term debt | $134.0M5 | $938.9M6 | $865.3M2 | $1.1B2 | ||
| Long-term liabilities | $135.1M5 | $1.3B6 | $1.1B2 | $1.3B2 | ||
| Total liabilities | $139.7M5 | $1.3B6 | $1.2B2 | $1.4B2 | ||
| Retained earnings | -$9.2M6 | -$187.7M2 | -$146.8M2 | |||
| Shareholders’ equity | $563.6M5 | $562.4M5 | $1.1B2 | $3.9B2 | $3.6B2 | $3.4B2 |
| Shares outstanding | 74.3M shares5 | 74.9M shares6 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Cash from operations | $26.0M5 | $65.9M6 | $165.0M2 | $487.5M2 | $462.4M2 | |
| Depreciation and amortization | $40.9M6 | $104.5M2 | $291.3M2 | $320.3M2 | ||
| Stock-based compensation | $05 | $9.2M2 | $18.9M2 | $23.8M2 | ||
| Cash from investing | -$38.7M6 | -$558.1M2 | -$59.7M2 | -$330.0M2 | ||
| Dividends paid | $18.2M2 | $162.0M2 | $121.3M2 | |||
| Cash from financing | -$22.3M6 | $399.6M2 | -$431.4M2 | -$144.4M2 |
Corporate structure
Sitio Royalties Corp. is part of a group headed by Viper Energy, Inc.. 5 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Sitio Royalties Corp.
- Adage Capital Management, L.P. Filed SCHEDULE 13G/A on Sitio Royalties Corp., latest Nov 13, 2025 (2 filings since Feb 12, 2025)
- Blackstone Holdings III L.P. Filed SCHEDULE 13G/A on Sitio Royalties Corp., latest Aug 21, 2025 (3 filings since Jan 9, 2023)
- Kimmeridge Energy Management Company, LLC Filed SCHEDULE 13D/A on Sitio Royalties Corp., latest Aug 21, 2025 (3 filings since Jan 9, 2023)
- OAKTREE CAPITAL MANAGEMENT LP Filed SCHEDULE 13D/A on Sitio Royalties Corp., latest Aug 21, 2025 (4 filings since Jan 13, 2023)
- Wellington Management Company Filed SCHEDULE 13G/A on Sitio Royalties Corp., latest Aug 12, 2025 (3 filings since Feb 10, 2025)
- FMR LLC Filed SCHEDULE 13G/A on Sitio Royalties Corp., latest Jul 8, 2025 (4 filings since Feb 9, 2024)
- VANGUARD GROUP INC Filed SCHEDULE 13G/A on Sitio Royalties Corp., latest Mar 6, 2025 (3 filings since Feb 9, 2023)
- BlackRock Filed SC 13G on Sitio Royalties Corp., latest Nov 8, 2024 (5 filings since Feb 14, 2023)
- Neuberger Berman Filed SC 13G on Sitio Royalties Corp., latest Feb 12, 2024
- ADAGE CAPITAL PARTNERS GP, L.L.C. Filed SC 13G/A on Sitio Royalties Corp., latest Feb 7, 2024 (2 filings since Feb 9, 2023)
- Viper Energy, Inc. Midland, Texas
- Sitio Royalties Corp. Denver, Colorado
- Viper Energy Partners LP Subsidiary · Delaware, United States
- VNOM Holding Company LLC Subsidiary · Delaware, United States
- VNOM Sub, Inc Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Sitio Royalties Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Accumulated depreciation | $818.6M2 Dec 31, 2024 | $498.5M2 Dec 31, 2023 | +64.2% |
| Property and equipment, net | $4.6B2 Dec 31, 2024 | $4.6B2 Dec 31, 2023 | +0.2% |
| Operating-lease assets (leased space) | $5.9M2 Dec 31, 2024 | $6.0M2 Dec 31, 2023 | −0.5% |
| Oil and gas properties | $4.6B2 Dec 31, 2024 | $4.6B2 Dec 31, 2023 | +0.2% |
Investments
Properties, in its own words
Our executive offices are located at 1401 Lawrence Street, Suite 1750, Denver, CO 80202. We have additional leased office space at 9811 Katy Freeway, Suite 700 Houston, TX 77024 and 5914 W. Courtyard Drive, Suite 150, Austin, TX 78730. We believe that these facilities are adequate for our current operations. Additional information regarding our properties is contained in Item 1. “Business” and is incorporated herein.
Item 2 of the 10-K filed Feb 26, 2025.4
Leadership
Who has led Sitio Royalties Corp., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerChristopher L. Conoscenti Jan 3, 2023 to now10
- Chief financial officerCarrie L. Osicka Jan 3, 2023 to now11
Board members and other officers (16)
- Chief Accounting OfficerWard R. Bass Jul 10, 2025 to now12
- Chief Accounting OfficerDawn Smajstrla Jun 26, 2024 to now13
- OfficerAndrew Dax McDavid Jan 3, 2023 to now14
- OfficerBrett S. Riesenfeld Jan 3, 2023 to now15
- OfficerBritton L. James Jan 3, 2023 to now16
- OfficerChristopher L. Conoscenti Jan 3, 2023 to Jan 3, 202317
- OfficerJarret J. Marcoux Jan 3, 2023 to now18
- Board memberAlice E. Gould Jan 3, 2023 to now19
- Board memberChristopher L. Conoscenti Jan 3, 2023 to now10
- Board memberClaire Harvey Jan 3, 2023 to now20
- Board memberGayle Burleson Jan 3, 2023 to now21
- Board memberJohn R. Sult Jan 3, 2023 to now22
- Board memberJon-Al Duplantier Jan 3, 2023 to now23
- Board memberMorris R. Clark Jan 3, 2023 to now24
- Board memberNoam Lockshin Jan 3, 2023 to now25
- Board memberRichard K. Stoneburner Jan 3, 2023 to now26
Former names
- Snapper Merger Sub I, Inc.Oct 11, 2022 to Nov 23, 20223
Timeline
- Aug 19, 20258-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer27
- Aug 18, 20258-K Shareholder vote; Regulation FD disclosure28
- Aug 8, 20258-K Other events29
- Aug 4, 20258-K Results of operations30
- Jul 1, 20258-K Executive or director change31
- Jun 3, 20258-K Regulation FD disclosure32
- Jun 3, 20258-K Entered a material agreement; Change in control33
- May 15, 20258-K Shareholder vote34
- May 12, 20258-K Entered a material agreement35
- May 7, 20258-K Results of operations36
- Apr 15, 20258-K Results of operations37
- Feb 28, 20258-K Executive or director change38
- Jan 3, 2023New chief executive Christopher L. Conoscenti becomes CEO10
Calendar
When it reported results
- Aug 4, 2025Reported quarterly or annual results30
- May 7, 2025Reported quarterly or annual results36
- Apr 15, 2025Reported quarterly or annual results37
- Feb 26, 2025Reported quarterly or annual results39
- Nov 6, 2024Reported quarterly or annual results40
- Aug 7, 2024Reported quarterly or annual results41
- May 8, 2024Reported quarterly or annual results42
- Feb 29, 2024Reported quarterly or annual results43
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
247 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 39 major events, 138 insider forms, 30 large holders, 29 other. The latest 20:
- Nov 13, 2025SCHEDULE 13G/A EDGAR
- Sep 2, 202515-12G EDGAR
- Aug 21, 2025SCHEDULE 13G/A EDGAR
- Aug 21, 20254 EDGAR
- Aug 21, 2025SCHEDULE 13D/A EDGAR
- Aug 21, 20254 EDGAR
- Aug 21, 20254 EDGAR
- Aug 21, 20254 EDGAR
- Aug 21, 2025SCHEDULE 13D/A EDGAR
- Aug 19, 2025S-8 POS EDGAR
- Aug 19, 2025POSASR EDGAR
- Aug 19, 20258-K EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
- Aug 19, 20254 EDGAR
The 247 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
4 open-market trades by officers, directors and large owners since October 2021: 3 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 19, 2025 | Source Energy Partners, LLC10% owner | Sale | 15,454,041 | Form 4 | ||
| Mar 17, 2023 | Conoscenti Christopher L.Chief Executive Officer | Buy | 2,500 | $20.19 | $50.5K | Form 4 |
| Mar 14, 2023 | Conoscenti Christopher L.Chief Executive Officer | Buy | 5,000 | $21.84 | $109.2K | Form 4 |
| Mar 13, 2023 | Conoscenti Christopher L.Chief Executive Officer | Buy | 5,000 | $22.40 | $112.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Adage Capital Management, L.P.SCHEDULE 13G/A, 2 filings Feb 12, 2025 to Nov 13, 202544
- Blackstone Holdings III L.P.SCHEDULE 13G/A, 3 filings Jan 9, 2023 to Aug 21, 202545
- Kimmeridge Energy Management Company, LLCSCHEDULE 13D/A, 3 filings Jan 9, 2023 to Aug 21, 202546
- OAKTREE CAPITAL MANAGEMENT LPSCHEDULE 13D/A, 4 filings Jan 13, 2023 to Aug 21, 202547
- Wellington Management CompanySCHEDULE 13G/A, 3 filings Feb 10, 2025 to Aug 12, 202548
- FMR LLCSCHEDULE 13G/A, 4 filings Feb 9, 2024 to Jul 8, 202549
- VANGUARD GROUP INCSCHEDULE 13G/A, 3 filings Feb 9, 2023 to Mar 6, 202550
- BlackRockSC 13G, 5 filings Feb 14, 2023 to Nov 8, 202451
- Neuberger BermanSC 13G, 1 filing Feb 12, 202452
- ADAGE CAPITAL PARTNERS GP, L.L.C.SC 13G/A, 2 filings Feb 9, 2023 to Feb 7, 202453
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Christopher L. Conoscenti(Chief Executive Officer and Director) | 49 | $850.0K | $6.9M54 |
| 2024 | Carrie L. Osicka(Chief Financial Officer) | 47 | $550.0K | $3.5M54 |
| 2024 | A. Dax McDavid(Executive Vice President of Corporate Development) | 44 | $500.0K | $2.8M54 |
| 2024 | Jarret J. Marcoux(Executive Vice President, Operations) | 43 | $500.0K | $2.8M54 |
| 2024 | Britton L. James(Executive Vice President of Land) | 42 | $500.0K | $2.8M54 |
| 2023 | Christopher L. Conoscenti(Chief Executive Officer and Director) | 49 | $791.7K | $6.8M54 |
| 2023 | Carrie L. Osicka(Chief Financial Officer) | 47 | $520.8K | $3.2M54 |
| 2023 | A. Dax McDavid(Executive Vice President of Corporate Development) | 44 | $475.0K | $2.9M54 |
| 2023 | Jarret J. Marcoux(Executive Vice President, Operations) | 43 | $470.8K | $2.8M54 |
| 2023 | Britton L. James(Executive Vice President of Land) | 42 | $470.8K | $2.8M54 |
| 2022 | Christopher L. Conoscenti(Chief Executive Officer and Director) | 49 | $283.6K | $10.0M54 |
| 2022 | Carrie L. Osicka(Chief Financial Officer) | 47 | $212.7K | $5.5M54 |
| 2022 | Britton L. James(Executive Vice President of Land) | 42 | $184.3K | $4.8M54 |
| 2022 | Jarret J. Marcoux(Executive Vice President, Operations) | 43 | $184.3K | $4.8M54 |
SEC filer profile
How Sitio Royalties Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSitio Royalties Corp.1
- CIK0001949543
- Employer ID (EIN)88-41402424
- Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)1311 Crude Petroleum & Natural Gas1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address1401 Lawrence Street, Suite 1750, Denver, CO 802021
- Phone(720) 640-76201
- Shares outstanding78,113,664 Common Class A shares; 73,391,244 Common Class C shares as of Feb 24, 20254
- Public float$1.9B as of Jun 28, 20244
- AuditorKPMG LLP, Houston, TX PCAOB ID 185; it also attests to the company’s internal control over financial reporting4
- On EDGAR sinceOct 11, 20221
- Filings257 in all: 4 (116), 8-K (37), 3 (22), 425 (12), 10-Q (8), SC 13G (7), SC 13G/A (7), SCHEDULE 13G/A (7)1
All 32 form types
SCHEDULE 13D/A (4), 10-K (3), ARS (3), DEF 14A (3), DEFA14A (3), 15-12G (2), 25-NSE (2), CORRESP (2), POSASR (2), SC 13D (2), SCHEDULE 13G (2), 424B3 (1), 8-K/A (1), 8-K12B (1), DEFM14A (1), EFFECT (1), PRE 14A (1), S-3ASR (1), S-4 (1), S-4/A (1), S-8 (1), S-8 POS (1), SC 13D/A (1), UPLOAD (1)
- Latest filingsAnnual report (10-K) Feb 26, 2025
Quarterly report (10-Q) Aug 4, 2025
Proxy statement (DEF 14A) Mar 28, 2025
Latest 8-K (8-K) Aug 19, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Class A common stock, par value $0.0001 per share | STR | New York Stock Exchange |
From the cover page of the 10-K filed Feb 26, 2025 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Sitio Royalties Corp. names in Item 1A of its 10-K filed Feb 26, 2025: 59 risks under these headings, as written.4
- Risks Related to Sitio’s Business
- A substantial majority of Sitio’s revenues from the crude oil and gas producing activities of its E&P operators are derived from royalty payments that are based on the price at which crude oil, natural gas and NGLs produced from the acreage underlying its interests are sold. Prices of crude oil, natural gas and NGLs are volatile due to factors beyond Sitio’s control. A substantial or extended decline in commodity prices may adversely affect Sitio’s business, financial condition, results of operations and cash flows.
- If the E&P operators of Sitio’s properties suspend its right to receive royalty payments due to title or other issues, its business, financial condition, results of operations and cash flows may be adversely affected.
- Title to the properties in which Sitio has an interest may be impaired by title defects.
- Sitio may experience delays in the payment of royalties and be unable to replace E&P operators that do not make required royalty payments, and it may not be able to terminate its leases with defaulting lessees if any of the E&P operators on those leases declare bankruptcy.
- Sitio’s future success depends on finding and replacing reserves through acquisitions and the exploration and development activities of its E&P operators.
- Project areas on Sitio’s properties, which are in various stages of development, may not yield oil, natural gas or NGLs in commercially viable quantities.
- Sitio’s failure to successfully identify, complete and integrate acquisitions of properties or businesses could materially and adversely affect its growth, results of operations and cash flows.
- Investment in new business ventures could prove unsuccessful and adversely affect Sitio’s business, financial condition and results of operations.
- Sitio may acquire properties that do not produce as projected, and it may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protection from sellers against such liabilities.
- Any acquisitions of additional mineral and royalty interests that Sitio completes will be subject to substantial risks.
- Sitio’s E&P operators’ identified potential drilling locations, which are scheduled out over many years, are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.
The other 48 risks
- Sitio is unable to determine with certainty which E&P operators will ultimately operate its properties.
- Sitio relies on its E&P operators, third parties and government databases for information regarding its assets and, to the extent that information is incorrect, incomplete or lost, Sitio’s financial and operational information and projections may be incorrect.
- Sitio has completed numerous acquisitions of mineral and royalty interests for which separate financial information is not required or provided.
- Acquisitions and Sitio’s E&P operators’ development of Sitio’s leases will require substantial capital, and Sitio and its E&P operators may be unable to obtain needed capital or financing on satisfactory terms or at all.
- The development of Sitio’s PUDs may take longer and may require higher levels of capital expenditures from the E&P operators of Sitio’s properties than Sitio or they currently anticipate.
- Declining general economic, business or industry conditions and inflation may have a material adverse effect on Sitio’s results of operations, cash flows and financial position.
- Sitio’s hedging activities could result in financial losses and reduce earnings.
- Sitio’s estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of its reserves.
- Sitio relies on a small number of key individuals whose absence or loss could adversely affect its business.
- Acreage must be drilled before lease expiration, generally within one to three years, in order to hold the acreage by production. Sitio’s E&P operators’ failure to drill sufficient wells to hold acreage may result in the deferral of prospective drilling opportunities. In addition, Sitio’s ORRIs may be lost if the underlying acreage is not drilled before the expiration of the applicable lease or if the lease otherwise terminates.
- If an owner of working interests burdened by Sitio’s ORRIs declares bankruptcy and a court determines that all or a portion of such ORRIs were part of the bankruptcy estate, Sitio could be treated as an unsecured creditor with respect to such ORRIs.
- Operating hazards and uninsured risks may result in substantial losses to Sitio or its E&P operators, and any losses could adversely affect Sitio’s results of operations and cash flows.
- Risks Related to Sitio’s Industry
- If commodity prices decrease to a level such that Sitio’s future undiscounted cash flows from its properties are less than their carrying value, Sitio may be required to take write-downs of the carrying values of its properties.
- The unavailability, high cost or shortages of rigs, oilfield services, equipment, raw materials, supplies or personnel may restrict or result in increased costs for E&P operators related to developing and operating Sitio’s properties.
- The marketability of crude oil, natural gas and NGL production is dependent upon transportation and processing and refining facilities, which neither Sitio nor many of its E&P operators control. Any limitation in the availability of those
- facilities could interfere with Sitio’s E&P operators’ ability to market Sitio’s or its E&P operators’ production and could harm Sitio’s business.
- Drilling for and producing crude oil, natural gas and NGLs are high-risk activities with many uncertainties that may materially adversely affect Sitio’s business, financial condition, results of operations and cash flows.
- Competition in the crude oil and natural gas industry is intense, which may adversely affect Sitio’s and its E&P operators’ ability to succeed.
- Risks Related to Environmental and Regulatory Matters
- The IRA 2022 could accelerate the transition to a low carbon economy and will impose, separately, new costs on the operations of Sitio’s E&P operators.
- Crude oil, natural gas and NGL operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for Sitio’s E&P operators, and failure to comply could result in its E&P operators incurring significant liabilities, either of which may impact its E&P operators’ willingness to develop Sitio’s interests.
- Recent regulatory changes in Colorado relating to oil and natural gas permits could cause Sitio’s E&P operators in Colorado to incur increased costs and experience operational delays and result in fewer potential drilling locations.
- Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause Sitio’s E&P operators to incur increased costs, additional operating restrictions or delays and have fewer potential drilling locations.
- Conservation measures, technological advances and increasing attention to ESG matters could materially reduce demand for crude oil, natural gas and NGLs, availability of capital and adversely affect Sitio’s results of operations.
- Legislation or regulatory initiatives intended to address seismic activity could restrict Sitio’s E&P operators’ drilling and production activities, as well as Sitio’s operators’ ability to dispose of produced water gathered from such activities, which could have a material adverse effect on their future business, which in turn could have a material adverse effect on Sitio’s business.
- As a result of judicial interpretation of the Relinquishment Act, certain of Sitio’s surface rights entitle it to receive a fixed, lease operating expense and capital cost-free percentage of any oil and natural gas produced from reserves underlying the property. If the Relinquishment Act were to be amended or repealed or Sitio was subject to an unfavorable ruling under the Relinquishment Act, Sitio may no longer be able to derive additional rights to production from its ownership of surface rights, which may have a material adverse effect on its results of operations and cash flows.
- Restrictions on the ability of Sitio’s E&P operators to obtain water may have an adverse effect on Sitio’s financial condition, results of operations and cash flows.
- Sitio’s operations, and those of its E&P operators, are subject to a series of risks arising from climate change, which could result in increased operating costs, limit the areas in which natural gas, oil and NGLs production may occur, and reduce demand for the natural gas, oil and NGLs Sitio’s E&P operators produce.
- Increased attention to ESG matters and conservation measures may adversely impact Sitio’s business or the business of its operators.
- Sitio’s or its E&P operators’ results of operations may be materially impacted by efforts to transition to a lower-carbon economy.
- Additional restrictions on drilling activities intended to protect certain species of wildlife may adversely affect Sitio’s E&P operators’ ability to conduct drilling activities.
- Sitio is subject to extensive government laws and regulations concerning Sitio’s employees, and the cost of compliance with such laws and regulations could be material.
- Sitio has relied on an exclusion from the definition of “investment company” in order to avoid being subject to the Investment Company Act of 1940, or the 1940 Act. To the extent the nature of its business changes in the future, Sitio may become subject to the requirements of the 1940 Act, which would limit its business operations and require it to spend significant resources in order to comply with the 1940 Act.
- Risks Related to Sitio’s Financial and Debt Arrangements
- Any significant contraction in the reserve-based lending syndication market may negatively impact Sitio’s ability to fund its operations.
- Restrictions in Sitio’s Third Amended and Restated Credit Agreement, the Indenture governing the 2028 Senior Notes and future debt agreements of Sitio and Sitio OpCo could limit its growth and its ability to engage in certain activities.
- Third Amended and Restated Credit Agreement
- Sitio’s debt levels may limit its flexibility to obtain additional financing and pursue other business opportunities.
- Risks Related to Sitio’s Organization and Structure
- Sitio is a holding company whose sole material asset is its equity interest in Sitio OpCo. Accordingly, Sitio is dependent upon distributions and other payments from Sitio OpCo to pay taxes, cover its corporate and other overhead expenses and pay any dividends on its Class A Common Stock.
- Sitio’s Sponsors hold a significant amount of the outstanding Class C Common Stock that provides them with significant influence over Sitio, and their interests may conflict with those of Sitio’s other stockholders.
- The U.S. federal income tax treatment of distributions on Sitio’s Class A Common Stock to a holder will depend upon Sitio’s tax attributes and the holder’s tax basis in its stock, which are not necessarily predictable and can change over time.
- If Sitio OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, Sitio and Sitio OpCo might be subject to potentially significant tax inefficiencies.
- If additional stock consideration is issued to Royal pursuant to the earn-out provided for in the Contribution Agreement, it would increase the number of shares eligible for future resale in the public market and result in dilution to Sitio’s stockholders.
- A significant portion of Sitio’s total outstanding shares may be sold into the market in the near future. This could cause the market price of its Class A Common Stock to drop significantly, even if Sitio’s business is doing well.
- If securities or industry analysts do not publish research or reports or publish unfavorable research about Sitio’s business, the price and trading volume of Sitio’s Class A Common Stock could decline.
- If Sitio fails to develop or maintain an effective system of internal controls over its financial reporting, its financial results may not be reported accurately and timely or prevent fraud, which may result in material misstatements in its financial statements or failure to meet periodic reporting obligations. As a result, current and potential stockholders could lose confidence in Sitio’s financial reporting, which would harm its business and the trading price of its Class A Common Stock.
- Sitio may issue preferred stock whose terms could adversely affect the voting power or value of its Class A Common Stock.
- The A&R Charter designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, any state or the federal court sitting in the State of Delaware with jurisdiction over the matter) as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit their ability to obtain a favorable judicial forum for disputes with Sitio or with Sitio’s directors, officers or employees and may discourage stockholders from bringing such claims.
- General Risk Factors
- Increased costs of capital could adversely affect Sitio’s business.
- Sitio may be involved in legal proceedings that could result in substantial liabilities.
- Sitio and its operators are subject to cybersecurity risks. A cyber incident or systems failure could occur and result in information theft, data corruption, operational disruption and/or financial loss.
Legal proceedings
From time to time, the Company may be involved in various legal proceedings, lawsuits, and other claims in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Management does not believe that the resolution of these matters will have a material adverse impact on our financial condition, cash flows or results of operations.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 14SEC EDGARAndrew Dax McDavid, Officer
- 15SEC EDGARBrett S. Riesenfeld, Officer
- 16SEC EDGARBritton L. James, Officer
- 17SEC EDGARChristopher L. Conoscenti, Officer
- 18SEC EDGARJarret J. Marcoux, Officer
- 19SEC EDGARAlice E. Gould, Board member
- 20SEC EDGARClaire Harvey, Board member
- 21SEC EDGARGayle Burleson, Board member
- 22SEC EDGARJohn R. Sult, Board member
- 23SEC EDGARJon-Al Duplantier, Board member
- 24SEC EDGARMorris R. Clark, Board member
- 25SEC EDGARNoam Lockshin, Board member
- 26SEC EDGARRichard K. Stoneburner, Board member
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- 29SEC EDGAROther events
- 30SEC EDGARResults of operations
- 31SEC EDGARExecutive or director change
- 32SEC EDGARRegulation FD disclosure
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- 34SEC EDGARShareholder vote
- 35SEC EDGAREntered a material agreement
- 36SEC EDGARResults of operations
- 37SEC EDGARResults of operations
- 38SEC EDGARExecutive or director change
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