ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41585

 

Sitio Royalties Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	88-4140242
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1401 Lawrence Street, Suite 1750 Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (720) 640-7620

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 3, 2024, there were 80,616,480 shares of the registrant’s Class A Common Stock, par value $0.0001 per share, outstanding and there were 73,906,228 shares of the registrant’s Class C Common Stock, par value $0.0001 per share, outstanding.

Table of Contents

		Page
	Glossary of Terms	1
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Income	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Equity	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		36

i

GLOSSARY

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:

Barrel or Bbl. Stock tank barrel, or 42 U.S. gallons liquid volume, used in this quarterly report in reference to crude oil or other liquid hydrocarbons.

Basin. A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

BOE. One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of crude oil. This is an energy content correlation and does not reflect a value or price relationship between the commodities.

BOE/d. BOE per day.

British thermal unit or Btu. The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.

Completion. The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

Crude oil. Liquid hydrocarbons retrieved from geological structures underground to be refined into fuel sources.

Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing crude oil, natural gas and NGLs. For a complete definition of development costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(7).

Development project. The means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

Differential. An adjustment to the price of crude oil, natural gas or natural gas liquids from an established spot market price to reflect differences in the quality and/or location of crude oil or natural gas.

Dry hole. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

E&P. Exploration and production.

Economically producible. The term economically producible, as it relates to a resource, means a resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. For a complete definition of economically producible, refer to the SEC’s Regulation S-X, Rule 4-10(a)(10).

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations. For a complete definition of field, refer to the SEC’s Regulation S-X, Rule 4-10(a)(15).

Formation. A layer of rock that has distinct characteristics that differs from nearby rock.

GAAP. Generally accepted accounting principles in the United States.

Gross wells. The number of wells, normalized to a 5,000 foot lateral length basis, where we have ownership in a mineral or royalty interest.

Horizontal drilling. A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.

Horizontal wells. The number of horizontal wells, normalized to a 5,000 foot lateral length basis, where we have ownership in a mineral or royalty interest.

MBbl. Thousand barrels of crude oil or other liquid hydrocarbons.

MBOE. One thousand BOE.

1

Mcf. One thousand cubic feet of natural gas.

Mcf/d. Mcf per day.

MMBtu. One million British thermal units.

MMcf. One million cubic feet of natural gas.

Natural gas liquids or NGLs. Hydrocarbons found in natural gas that may be extracted as liquefied petroleum gas and natural gasoline.

Net royalty acres or NRAs. Mineral ownership standardized to a 12.5%, or 1/8th, royalty interest.

Operator. The individual or company responsible for the development and/or production of a crude oil or natural gas well or lease.

Play. A geographic area with hydrocarbon potential.

Proved reserves. Those quantities of crude oil, natural gas and NGLs that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the E&P operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of proved crude oil and natural gas reserves, refer to the SEC’s Regulation S-X, Rule 4-10(a)(22).

Realized price. The cash market price less all expected quality, transportation and demand adjustments.

Reasonable certainty. A high degree of confidence that quantities will be recovered. For a complete definition of reasonable certainty, refer to the SEC’s Regulation S-X, Rule 4-10(a)(24).

Reserves. Estimated remaining quantities of crude oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering crude oil and natural gas or related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible crude oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Resources. Quantities of crude oil, natural gas and NGLs estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

Royalty. An interest in a crude oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

SEC. U.S. Securities and Exchange Commission.

SOFR or Term SOFR rate. A borrowing rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York.

Spot market price. The cash market price without reduction for expected quality, transportation and demand adjustments.

Standardized measure. Discounted future net cash flows estimated by applying year end prices to the estimated future production of year-end proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period-end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess

2

of pre-tax cash inflows over our tax basis in the crude oil, natural gas and NGLs properties. Future net cash inflows after income taxes are discounted using a 10% annual discount rate.

Working interest. The right granted to the lessee of a property to develop, produce and own crude oil, natural gas, NGLs or other minerals. The working interest owners bear the exploration, development and operating expenses on either a cash, penalty or carried basis.

WTI. West Texas Intermediate, a grade of crude oil used as a benchmark in oil pricing.

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Sitio Royalties Corp.

Condensed Consolidated Balance Sheets

(In thousands, except par and share amounts)

	March 31,			December 31,
	2024			2023
.	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	11,746		$	15,195
Accrued revenue and accounts receivable		113,575			107,347
Prepaid assets		5,549			12,362
Derivative asset		8,080			19,080
Total current assets		138,950			153,984
Property and equipment
Oil and natural gas properties, successful efforts method:
Unproved properties		2,622,570			2,698,991
Proved properties		2,451,708			2,377,196
Other property and equipment		3,791			3,711
Accumulated depreciation, depletion, amortization, and impairment		(574,849	)		(498,531	)
Total property and equipment, net		4,503,220			4,581,367
Long-term assets
Deposits for property acquisitions		15,000			—
Long-term derivative asset		797			3,440
Deferred financing costs		10,419			11,205
Operating lease right-of-use asset		5,655			5,970
Other long-term assets		2,807			2,835
Total long-term assets		34,678			23,450
TOTAL ASSETS	$	4,676,848		$	4,758,801
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	39,499		$	30,050
Operating lease liability		1,721			1,725
Total current liabilities		41,220			31,775
Long-term liabilities
Long-term debt		848,833			865,338
Deferred tax liability		255,705			259,870
Non-current operating lease liability		5,090			5,394
Other long-term liabilities		1,150			1,150
Total long-term liabilities		1,110,778			1,131,752
Total liabilities		1,151,998			1,163,527
Commitments and contingencies (see Note 14)
Equity
Class A Common Stock, par value $0.0001 per share; 240,000,000 shares authorized; 82,636,109 and 82,451,397 shares issued and 82,090,582 and 82,451,397 outstanding at March 31, 2024 and December 31, 2023, respectively		8			8
Class C Common Stock, par value $0.0001 per share; 120,000,000 shares authorized; 74,829,822 and 74,965,217 shares issued and 74,803,685 and 74,939,080 outstanding at March 31, 2024 and December 31, 2023, respectively		8			8
Additional paid-in capital		1,760,949			1,796,147
Accumulated deficit		(179,270	)		(187,738	)
Class A Treasury Shares, 545,527 and 0 shares at March 31, 2024 and December 31, 2023, respectively		(13,057	)		—
Class C Treasury Shares, 26,137 and 26,137 shares at March 31, 2024 and December 31, 2023, respectively		(677	)		(677	)
Noncontrolling interest		1,956,889			1,987,526
Total equity		3,524,850			3,595,274
TOTAL LIABILITIES AND EQUITY	$	4,676,848		$	4,758,801

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Sitio Royalties Corp.

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Revenues:
Oil, natural gas and natural gas liquids revenues	$	147,971		$	145,554
Lease bonus and other income		3,420			5,272
Total revenues		151,391			150,826
Operating expenses:
Depreciation, depletion and amortization		76,318			67,763
General and administrative		13,011			11,676
Severance and ad valorem taxes		12,026			10,459
Total operating expenses		101,355			89,898
Net income from operations		50,036			60,928
Other income (expense):
Interest expense, net		(18,510	)		(22,203	)
Change in fair value of warrant liability		—			2,358
Loss on extinguishment of debt		—			(783	)
Commodity derivatives gains (losses)		(10,050	)		14,763
Interest rate derivatives losses		—			(160	)
Net income before taxes		21,476			54,903
Income tax expense		(2,784	)		(7,184	)
Net income		18,692			47,719
Net income attributable to noncontrolling interest		(10,224	)		(25,066	)
Net income attributable to Class A stockholders	$	8,468		$	22,653
Net income per Class A common share
Basic	$	0.10		$	0.28
Diluted	$	0.10		$	0.28
Weighted average Class A common shares outstanding
Basic		82,404			80,178
Diluted		82,404			80,178

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Sitio Royalties Corp.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net income	$	18,692		$	47,719
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		76,318			67,763
Amortization of deferred financing costs and long-term debt discount		1,294			1,345
Share-based compensation		5,104			4,684
Change in fair value of warrant liability		—			(2,358	)
Loss on extinguishment of debt		—			783
Commodity derivative (gains) losses		10,050			(14,763	)
Net cash received for commodity derivative settlements		3,593			5,932
Interest rate derivative losses		—			160
Net cash paid for interest rate derivative settlements		—			(39	)
Deferred tax (benefit) expense		(4,238	)		2,751
Change in operating assets and liabilities:
Accrued revenue and accounts receivable		(6,228	)		14,951
Prepaid assets		6,813			(772	)
Other long-term assets		343			321
Accounts payable and accrued expenses		9,295			598
Operating lease liabilities and other long-term liabilities		(296	)		(250	)
Net cash provided by operating activities		120,740			128,825
Cash flows from investing activities:
Purchases of oil and gas properties, net of post-close adjustments		1,909			1,180
Deposits for property acquisitions		(15,000	)		—
Other, net		(167	)		(19	)
Net cash provided by (used in) investing activities		(13,258	)		1,161
Cash flows from financing activities:
Borrowings on credit facilities		59,000			323,000
Repayments on credit facilities		(76,000	)		(346,000	)
Repayments on 2026 Senior Notes		—			(11,250	)
Debt issuance costs		(48	)		(7,015	)
Distributions to noncontrolling interest		(38,157	)		(49,206	)
Dividends paid to Class A stockholders		(41,950	)		(48,107	)
Dividend equivalent rights paid		(362	)		(25	)
Repurchases of Class A Common Stock		(12,668	)		—
Cash paid for taxes related to net settlement of share-based compensation awards		(746	)		(44	)
Net cash used in financing activities		(110,931	)		(138,647	)
Net change in cash and cash equivalents		(3,449	)		(8,661	)
Cash and cash equivalents, beginning of period		15,195			18,818
Cash and cash equivalents, end of period	$	11,746		$	10,157
Supplemental disclosure of non-cash transactions:
Decrease in current liabilities for additions to property and equipment:	$	(87	)	$	(5	)
Supplemental disclosure of cash flow information:
Cash paid for income taxes:	$	11		$	550
Cash paid for interest expense:		5,180			19,515

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

Sitio Royalties Corp.

Condensed Consolidated Statements of Equity

(In thousands, except per share amounts)

(Unaudited)

	Stockholders’ Equity
	Class A					Class C					Additional						Class A						Class C
	Common Stock					Common Stock					Paid-in			Accumulated			Treasury Shares						Treasury Shares						Noncontrolling			Total
	Shares			Amount		Shares			Amount		Capital			Deficit			Shares			Amount			Shares			Amount			Interest			Equity
Balance at January 1, 2023		80,805		$	8		74,347		$	7	$	1,750,640		$	(9,203	)		(633	)	$	(19,085	)		—		$	—		$	2,164,228		$	3,886,595
Net income		—			—		—			—		—			22,653			—			—			—			—			25,066			47,719
Share-based compensation		—			—		—			—		4,129			—			—			—			—			—			555			4,684
Conversion of Class C Common Stock to Class A Common Stock		6			—		(6	)		—		183			—			—			—			—			—			(183	)		—
Issuance of Class A Common Stock upon vesting of share-based awards, net of shares withheld for income taxes		6			—		—			—		(44	)		—			—			—			—			—			—			(44	)
Change in deferred taxes from conversion of Class C Common Stock to Class A Common Stock		—			—		—			—		36			—			—			—			—			—			—			36
Dividends to Class A stockholders		—			—		—			—		—			(48,107	)		—			—			—			—			—			(48,107	)
Dividend equivalent rights		—			—		—			—		—			(400	)		—			—			—			—			—			(400	)
Distributions to noncontrolling interest		—			—		—			—		—			—			—			—			—			—			(49,206	)		(49,206	)
Cancellation of Treasury Shares		(633	)		—		—			—		(19,085	)		—			633			19,085			—			—			—			—
Balance at March 31, 2023		80,184		$	8		74,341		$	7	$	1,735,859		$	(35,057	)		—		$	—			—		$	—		$	2,140,460		$	3,841,277
Balance at January 1, 2024		82,451		$	8		74,965		$	8	$	1,796,147		$	(187,738	)		—		$	—			(26	)	$	(677	)	$	1,987,526		$	3,595,274
Net income		—			—		—			—		—			8,468			—			—			—			—			10,224			18,692
Share-based compensation		—			—		—			—		4,543			—			—			—			—			—			561			5,104
Conversion of Class C Common Stock to Class A Common Stock		135			—		(135	)		—		3,265			—			—			—			—			—			(3,265	)		—
Issuance of Class A Common Stock upon vesting of share-based awards, net of shares withheld for income taxes		50			—		—			—		(607	)		—			—			—			—			—			—			(607	)
Change in deferred taxes from conversion of Class C Common Stock to Class A Common Stock		—			—		—			—		(73	)		—			—			—			—			—			—			(73	)
Dividends to Class A stockholders		—			—		—			—		(41,950	)		—			—			—			—			—			—			(41,950	)
Dividend equivalent rights		—			—		—			—		(376	)		—			—			—			—			—			—			(376	)
Distributions to noncontrolling interest		—			—		—			—		—			—			—			—			—			—			(38,157	)		(38,157	)
Repurchases of Class A Common Stock		—			—		—			—		—			—			(546	)		(13,057	)		—			—			—			(13,057	)
Balance at March 31, 2024		82,636		$	8		74,830		$	8	$	1,760,949		$	(179,270	)		(546	)	$	(13,057	)		(26	)	$	(677	)	$	1,956,889		$	3,524,850

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Sitio Royalties Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation

The unaudited condensed consolidated financial statements of Sitio Royalties Corp., together with its wholly-owned subsidiaries and any entities in which the company owns a controlling interest (collectively, “Sitio” or the “Company”), including Sitio Royalties Operating Partnership, LP (“Sitio OpCo”), have been prepared pursuant to the rules and regulations of the SEC applicable to interim financial information. Accordingly, such consolidated financial statements reflect all adjustments (consisting of normal and recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures included either on the face of the financial statements or in these notes are sufficient to make the interim information presented not misleading. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (the “Annual Report”).

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2024.

Except as otherwise indicated or required by the context, all references in this quarterly report to the “Company,” “Sitio,” “we,” “us,” “our” or similar terms refer to (i) for periods prior to the closing of the Company’s merger with Falcon Minerals Corporation in June 2022 (the “Falcon Merger”), the Company’s predecessor and its subsidiaries and (ii) for periods subsequent to the closing of the Falcon Merger, Sitio Royalties Corp. and its subsidiaries. All references in this Quarterly Report on Form 10-Q to “Falcon” refer to Sitio Royalties Corp. and its subsidiaries for periods prior to the Falcon Merger.

2. Summary of Significant Accounting Policies

Significant accounting policies are disclosed in the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2023, presented in the Annual Report. There have been no material changes in such policies or the application of such policies during the three months ended March 31, 2024.

Accounts Payable and Accrued Expenses

The Company’s accounts payable and accrued expenses consisted of the following as of the dates indicated (in thousands):

	March 31, 2024		December 31, 2023
Interest expense	$	24,209	$	12,178
Ad valorem taxes payable		3,616		10,364
Payable to buyer for post-effective monies		3,500		1,427
General and administrative		3,345		1,889
Payable to sellers for pre-effective monies		2,358		2,268
Other taxes payable		2,140		1,592
Other		331		332
Total accounts payable and accrued expenses	$	39,499	$	30,050

3. Revenue from Contracts with Customers

Oil, natural gas, and natural gas liquids revenues

Oil, natural gas and NGL sales revenues are generally recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All of the Company’s oil, natural gas and NGL sales are made under contracts with customers (operators). The performance obligations for the Company’s contracts with operators are satisfied at a point in time when control transfers to the operator at the wellhead, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment for oil, natural gas and NGL sales within 30 to 90 days of the month of delivery after initial production from the well. Such periods can extend longer due to factors outside of our control. The Company’s leasing contracts with operators are standard

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industry agreements that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts and other adjustments and deductions, including charges for gathering and transportation.

During the three months ended March 31, 2024 and 2023, the disaggregated revenues from sales of oil, natural gas and NGLs were as follows (in thousands):

	For the Three Months Ended March 31,
	2024		2023
Crude oil sales	$	127,293	$	117,745
Natural gas sales		5,787		14,654
NGL sales		14,891		13,155
Total royalty revenues	$	147,971	$	145,554

Lease bonus and other income

The Company also earns revenue from lease bonuses, delay rentals, and right-of-way payments. The Company generates lease bonus revenue by leasing its mineral interests to E&P companies. A mineral lease agreement represents our contract with an operator and generally transfers the rights, for a specified period of time, to explore for and develop any oil, natural gas and NGL discovered, grants us a specified royalty interest in the hydrocarbons produced from the leased property, and requires that drilling and completion operations commence within a specified time period. The Company recognizes lease bonus revenues when the lease agreement has been executed and payment is determined to be collectible. At the time the Company executes the lease agreement, the lease bonus payment is delivered to the Company. Upon receipt of the lease bonus payment, the Company will release the recordable original lease documents to the operator. The Company also recognizes revenue from delay rentals to the extent drilling has not started within the specified period and payment has been received. Right-of-way payments are recorded when the agreement has been executed and payment is determined to be collectable. Payments for lease bonus and other income become unconditional upon the execution of an associated agreement. Accordingly, the Company’s lease bonus and other income transactions do not give rise to contract assets or liabilities.

Allocation of transaction price to remaining performance obligations

Oil and natural gas sales

The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of our royalty income contracts.

Lease bonus and other income

Given that the Company does not recognize lease bonus or other income until an agreement has been executed, at which point its performance obligation has been satisfied, the Company does not record revenue for unsatisfied or partially unsatisfied performance obligations as of the end of the reporting period.

Prior-period performance obligations

The Company records revenue in the month production is delivered to the customer. As a royalty interest owner, the Company has limited visibility into the timing of when new wells start producing as production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, the Company is required to estimate the amount of production delivered to the customer and the price that will be received for the sale of the product. The expected sales volumes and prices for these properties are estimated and recorded within accrued revenue and accounts receivable in the accompanying consolidated balance sheets. The difference between the Company’s estimates of royalty income and the actual amounts received for oil and natural gas sales are recorded in the month that the royalty payment is received from the operator. For the three months ended March 31, 2024 and 2023, revenue recognized related to performance obligations satisfied in prior reporting periods was primarily attributable to production revisions by operators or amounts for which the information was not available at the time when revenue was estimated.

4. Oil and Natural Gas Properties

The Company owns mineral rights across multiple onshore basins in the United States. These basins include the Permian Basin in West Texas and Southeast New Mexico, the Eagle Ford in South Texas, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota and Montana. The following is a summary of oil and natural gas properties as of March 31, 2024 and December 31, 2023 (in thousands):

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Oil and natural gas properties:	March 31, 2024			December 31, 2023
Unproved properties	$	2,622,570		$	2,698,991
Proved properties		2,451,708			2,377,196
Oil and natural gas properties, gross		5,074,278			5,076,187
Accumulated depletion and impairment		(573,056	)		(496,879	)
Oil and natural gas properties, net	$	4,501,222		$	4,579,308

As presented in the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, the Company received proceeds of $1.9 million and $1.2 million related to purchase price adjustments from prior acquisitions, net of acquisition costs.

The Company uses the successful efforts method of accounting for its oil and natural gas properties. Capitalized costs are depleted on a unit of production basis based on proved oil and natural gas reserves. Depletion expense was $76.2 million and $67.6 million for the three months ended March 31, 2024 and 2023, respectively.

5. Acquisitions and Divestitures

In December 2023, the Company divested all of its mineral and royalty interests in the SCOOP and STACK plays in the Anadarko Basin in Oklahoma and the Appalachian Basin in Pennsylvania, Ohio and West Virginia for $113.3 million, net of third-party transaction costs. The proceeds were used to fund repayments on the Company's credit facility and for general corporate purposes.

6. Debt

The following is a summary of long-term debt as of March 31, 2024 and December 31, 2023 (in thousands):

	As of March 31,			As of December 31,
	2024			2023
Sitio Revolving Credit Facility	$	260,000		$	277,000
2028 Senior Notes		600,000			600,000
Less: Unamortized issuance costs		(11,167	)		(11,662	)
Total long-term debt	$	848,833		$	865,338

Sitio Revolving Credit Facility

Sitio OpCo maintains a revolving credit facility (the “Sitio Revolving Credit Facility”) with a syndicate of financial institutions. As of March 31, 2024, the borrowing base under the Sitio Revolving Credit Facility as determined by the lenders was $850.0 million and the outstanding balance under the Sitio Revolving Credit Facility was $260.0 million.

As of March 31, 2024 and December 31, 2023, the weighted average interest rate related to our outstanding borrowings under the Sitio Revolving Credit Facility was 8.18% and 8.21%, respectively. As of March 31, 2024 and December 31, 2023, the Company had unamortized debt issuance costs of $10.4 million and $11.2 million, respectively, in connection with its entry into the Sitio Revolving Credit Facility, and subsequent amendments. Such costs are capitalized as deferred financing costs within long-term assets and are amortized over the life of the facility. For the three months ended March 31, 2024 and 2023, the Company recognized $799,000 and $618,000, respectively, in interest expense related to the amortization of deferred financing costs under the Sitio Revolving Credit Facility. In connection with the amendment and restatement of the Sitio Revolving Credit Facility in February 2023, certain lenders did not elect to remain a party to the Sitio Revolving Credit Facility. As such, $783,000 of previously capitalized deferred financing costs were written off during the three months ended March 31, 2023.

The Sitio Revolving Credit Facility contains customary affirmative and negative covenants. The Company was in compliance with the terms and covenants of the Sitio Revolving Credit Facility at March 31, 2024 and December 31, 2023.

2028 Senior Notes

As of March 31, 2024 and December 31, 2023, Sitio OpCo had $600.0 million aggregate principal amount of 7.875% senior notes due 2028 (the “2028 Senior Notes”). The 2028 Senior Notes bear interest at an annual rate of 7.875%, which accrues from October 3, 2023 and is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2024. As of March 31, 2024 and December 31, 2023, the Company had unamortized debt issuance costs of $11.2 million and $11.7 million in connection with the issuance of the 2028 Senior Notes. Debt issuance costs are reported as a reduction to long-term debt on our consolidated balance sheets and are amortized over the life of the 2028 Senior Notes. For the three months ended March 31, 2024, the Company recognized

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$495,000 of interest expense attributable to the amortization of debt issuance costs related to the 2028 Senior Notes. No such expense was recognized for the three months ended March 31, 2023.

The 2028 Senior Notes contain covenants that limit Sitio OpCo’s ability and the ability of Sitio OpCo’s restricted subsidiaries to engage in certain transactions and activities. The Company was in compliance with the terms and covenants of the 2028 Senior Notes as of March 31, 2024 and December 31, 2023.

2026 Senior Notes

In October 2023, the Company redeemed all of its senior notes due 2026 (the “2026 Senior Notes”). For the three months ended March 31, 2023, the Company recognized $359,000 of interest expense attributable to the amortization of discount and issuance costs related to the 2026 Senior Notes. No such expense was recognized for the three months ended March 31, 2024.

7. Equity

Class A Common Stock

Holders of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s board of directors (the “Board”).

Class C Common Stock

Shares of Class C Common Stock, par value $0.0001 per share (“Class C Common Stock” and, together with Class A Common Stock, the “Common Stock”), are non-economic but entitle the holder to one vote per share. Current holders of Class C Common Stock also hold an equivalent number of common units representing limited partner interests in Sitio OpCo (the “Sitio OpCo Partnership Units”) which receive pro rata distributions. Sitio OpCo Partnership Units are redeemable, at the option of the holder, on a one-for-one basis for shares of Class A Common Stock or, at our election, cash on terms and conditions set forth in the Amended and Restated Limited Partnership Agreement of Sitio OpCo. Upon the redemption by any holder of Sitio OpCo Partnership Units for shares of Class A Common Stock, a corresponding number of shares of Class C Common Stock held by such holder will be canceled. During the three months ended March 31, 2024, 135,395 Sitio OpCo Partnership Units were redeemed for shares of Class A Common Stock, and an equivalent number of shares of Class C Common Stock were canceled. During the three months ended March 31, 2023, 6,270 Sitio OpCo Partnership Units were redeemed for shares of Class A Common Stock, and an equivalent number of shares of Class C Common Stock were canceled.

Share Repurchase Program

On February 28, 2024, the Board authorized a share repurchase program that allows us to repurchase up to $200.0 million of our Class A Common Stock and Sitio OpCo Partnership Units (the “Share Repurchase Program”). The shares may be repurchased from time to time through various methods including but not limited to in the open market transactions, through privately negotiated transactions or by other means in accordance with applicable securities laws, certain of which may be made pursuant to trading plans meeting the requirements of Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”). The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022 (the “IRA 2022”) applies to repurchases of our Class A Common Stock and Sitio OpCo Partnership Units pursuant to our Share Repurchase Program. The timing of repurchases under the program, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including the market price of our common stock, oil and gas commodity prices, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements and other considerations. The exact number of shares to be repurchased by us is not guaranteed, and the program may be modified, suspended or discontinued at any time without prior notice. The Company is not obligated to repurchase any dollar amount or number of shares under the program.

Class A Treasury Shares

During the three months ended March 31, 2024, the Company repurchased 545,527 shares of its Class A Common Stock in connection with the Share Repurchase Program. The shares were recorded at a weighted average price of $23.77 upon repurchase by the Company, inclusive of third-party commissions. As of March 31, 2024, 545,527 shares of Class A Common Stock were held in treasury.

Class C Treasury Shares

As of March 31, 2024, 26,137 shares of Class C Common Stock were held in treasury at a weighted average price of $25.92.

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Cash Dividends

The following table summarizes the quarterly dividends related to the Company’s quarterly financial results (in thousands, except per share data):

Quarter Ended	Total Quarterly Dividend per Class A Common Share		Class A Cash Dividends Paid		Payment Date	Stockholder Record Date
December 31, 2023	$	0.51	$	41,950	March 28, 2024	March 15, 2024
September 30, 2023	$	0.49	$	40,396	November 30, 2023	November 21, 2023
June 30, 2023	$	0.40	$	32,705	August 31, 2023	August 18, 2023
March 31, 2023	$	0.50	$	40,743	May 31, 2023	May 19, 2023
December 31, 2022	$	0.60	$	48,107	March 31, 2023	March 17, 2023
September 30, 2022	$	0.72	$	9,148	November 30, 2022	November 21, 2022
June 30, 2022	$	0.71	$	9,017	August 31, 2022	August 18, 2022

See “Note 15 – Subsequent Events” for additional information regarding cash dividends.

Earnings per Share

Earnings per share is computed using the two-class method. The two-class method determines earnings per share of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Participating securities represent certain equity-based compensation awards in which the recipients have non-forfeitable rights to dividend equivalents during the performance period.

The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):

	For the Three Months Ended March 31,
	2024			2023
Numerator:
Net income attributable to Class A stockholders	$	8,468		$	22,653
Less: Earnings allocated to participating securities		(376	)		(400	)
Net income attributable to Class A stockholders - basic	$	8,092		$	22,253
Plus: net income attributable to noncontrolling interest		10,224			25,066
Net income attributable to Class A stockholders - diluted	$	18,316		$	47,319
Denominator:
Weighted average shares outstanding - basic		82,404			80,178
Effect of dilutive securities		—			—
Weighted average shares outstanding - diluted		82,404			80,178
Net income per common share - basic	$	0.10		$	0.28
Net income per common share - diluted	$	0.10		$	0.28

The Company had the following shares that were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive for the periods presented but could potentially dilute basic earnings per share in future periods (in thousands):

	Three Months Ended March 31,
	2024		2023
Warrants		—		5,312
Unvested share-based compensation awards		1,656		651
Shares of Class C Common Stock if converted		74,878		74,341
Total		76,534		80,304

Diluted net income per share also excludes the effects of Sitio OpCo Partnership Units (and related Class C Common Stock) associated with the earn-out, which are convertible into Class A Common Stock, because they are considered contingently issuable shares and the conditions for issuance were not satisfied as of March 31, 2024.

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Earn-Out

Contributors of Falcon’s initial assets in 2018 will be entitled to receive earn-out consideration to be paid in the form of Sitio OpCo Partnership Units (with a corresponding number of shares of Class C Common Stock) if the volume-weighted average price of the trading days during any thirty (30) calendar days (the “30-Day VWAP”) of the Class A Common Stock equals or exceeds certain hurdles set forth in the Contribution Agreement, dated as of June 3, 2018, by and among Falcon and the other parties thereto. If the 30-Day VWAP of the Class A Common Stock is $50.00 or more per share (on a split-adjusted basis) at any time within the seven years following the 2018 closing, the contributors will receive (a) an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock), plus (b) an amount of Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock) equal to (i) the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $2.00), multiplied by 2.5 million, (ii) divided by $50.00. If the 30-Day VWAP of the Class A Common Stock is $60.00 or more per share (on a split-adjusted basis) at any time within the seven years following the closing (which $60.00 threshold will be reduced by the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the earn-out is achieved, but not below $50.00), the contributors will receive an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock). Upon recognition of the earn-out, as there is no consideration received, the Company would record the payment of the earn-out as adjustments through equity (noncontrolling interest and additional-paid-in-capital).

8. Noncontrolling Interest

Noncontrolling interest represents the 47.7% economic interest of Sitio OpCo Partnership Units not owned by Sitio as of March 31, 2024. These interests are held in the form of Class C Common Stock and Sitio OpCo Partnership Units. Each share of Class C Common Stock has no economic rights, but entitles the holder to one vote for each share of Class C Common Stock. Each Sitio OpCo Partnership Unit holder, subject to certain limitations, has a redemption right to cause Sitio to acquire all or a portion of its Sitio OpCo Partnership Units for, at Sitio’s election, (i) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for together, one Sitio OpCo Partnership Unit and one share of Class C Common Stock, or (ii) an equivalent amount of cash.

Noncontrolling interest is recorded at its carrying value. During the period from December 31, 2023 through March 31, 2024, the Company recorded adjustments to the value of noncontrolling interest as presented in the table below (in thousands):

	Noncontrolling Interest
Balance – January 1, 2024	$	1,987,526
Net income		10,224
Share-based compensation		561
Conversion of Class C Common Stock to Class A Common Stock		(3,265	)
Distributions to noncontrolling interest		(38,157	)
Balance – March 31, 2024	$	1,956,889

9. Share-Based Compensation

In connection with the Falcon Merger, the Company adopted the Sitio Royalties Corp. Long Term Incentive Plan (the “Plan”). An aggregate of 8,384,083 shares of Class A Common Stock are available for issuance under the Plan. The Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards to eligible executive officers, employees, consultants, and non-employee directors of the Company (collectively, the “Eligible Persons”). Shares that are canceled, forfeited, exchanged, settled in cash or otherwise terminated will be available for delivery pursuant to other awards. Dividend equivalent rights (“DERs”) are also available for grant under the Plan, either alone or in tandem with other specific awards, which will entitle the recipient to receive an amount equal to dividends paid on a share of Class A Common Stock. Dividends paid in connection with the DERs are accounted for as a reduction in retained earnings for those awards that are expected to vest. Awards that are forfeited could cause a reclassification of any previously recognized DERs payments from a reduction in retained earnings to additional compensation cost. The Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). As of March 31, 2024, a total of 6,054,661 shares of Class A Common Stock remain available for future grant under the Plan.

Share-based compensation expense is included in general and administrative expense in the accompanying unaudited condensed consolidated statements of income. The following table summarizes the share-based compensation expense recorded for each type of award for the three months ended March 31, 2024 and 2023 (in thousands):

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	Three Months Ended March 31,
	2024		2023
RSUs	$	1,328	$	2,341
PSUs		2,537		1,349
DSUs		591		348
Sitio OpCo Restricted Stock Awards		561		555
RSUs Converted in the Brigham Merger		61		60
PSUs Converted in the Brigham Merger		26		31
Total	$	5,104	$	4,684

Restricted Stock Units

In accordance with the Plan, the Compensation Committee is authorized to issue RSUs to Eligible Persons. The Company estimates the fair value of the RSUs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. RSUs granted by the Company include DERs, which entitle the holder to receive payments as if the unvested awards were shares of Class A Common Stock of record as of the dividend record dates. Such amounts are paid simultaneously with the general dividend to our stockholders.

The Company has granted RSUs to certain employees, which represent the right to receive shares of Class A Common Stock at the end of the service periods in an amount equal to the number of RSUs that vest. The RSUs issued to employees generally vest in one-third increments over a three-year period. RSUs are subject to forfeiture if the award recipient ceases providing services to the Company prior to the date the award vests.

The following table summarizes activity related to unvested RSUs for the three months ended March 31, 2024.

	Restricted Stock Units
	Number of Shares			Grant Date  Fair Value
Unvested at January 1, 2024		468,112		$	25.65
Granted		200,867			21.94
Forfeited		(26,703	)		24.54
Vested		(69,896	)		24.53
Unvested at March 31, 2024		572,380		$	24.54

As of March 31, 2024, there was approximately $11.8 million of unamortized equity-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of approximately 2.3 years.

Deferred Share Units

In accordance with the Plan, the Compensation Committee is authorized to issue deferred share units (“DSUs”) to Eligble Persons. DSUs represent the right to receive shares of Class A Common Stock upon a deferred settlement date in an amount equal to the number of DSUs that have previously vested. The Company estimates the fair value of the DSUs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period. DSUs generally vest in equal quarterly installments over the one-year period beginning on the grant date. Vested DSUs must be held for the duration of service and are settled in shares of Class A Common Stock when a recipient’s service relationship is terminated for any reason.

The following table summarizes activity related to unvested DSUs for the three months ended March 31, 2024.

	Deferred Share Units
	Number of Shares		Grant Date Fair Value
Unvested at January 1, 2024		93,680	$	25.38
Granted		—		—
Forfeited		—		—
Vested		—		—
Unvested at March 31, 2024		93,680	$	25.38

As of March 31, 2024, there was approximately $300,000 of unamortized equity-based compensation expense related to unvested DSUs, which is expected to be recognized over a weighted average period of 0.1 years.

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Performance Stock Units

In accordance with the Plan, the Compensation Committee is authorized to issue performance stock units (“PSUs”) to Eligible Persons. The PSUs are eligible to be earned based on achievement of certain pre-established goals for annualized absolute Total Shareholder Return (“TSR”) over a three-year performance period.

The performance targets associated with outstanding PSU awards are outlined below:

	Annualized Absolute TSR Goal			Percentage of Target PSUs Earned
Base of Range	Less than 0%				0	%
Threshold		0	%		50	%
Target		10	%		100	%
Maximum		20	%		200	%

For purposes of determining our annualized absolute TSR over the performance period, the beginning stock price is based on our 20-day volume weighted average stock price beginning on the applicable grant date or a date specified by the award agreement. The ending price is generally based on the 20-day volume weighted average stock price ending on the last day of the performance period. PSU payouts for results that fall in between a stated threshold will be interpolated linearly.

The grant date fair values of the PSUs were determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair value of the awards. The expected volatility was derived from the historical volatility of Falcon and Sitio. The risk-free interest rate was determined using the yield for zero-coupon U.S. Treasury bills that is commensurate with the performance measurement periods. The PSU award agreements provide that TSR will be calculated assuming dividends distributed will be reinvested over the performance period. As such, we have applied a dividend yield of 0.00%, which is mathematically equivalent to reinvesting dividends.

The following table summarizes the assumptions used to determine the fair values of the PSUs:

Grant Year	Average Expected Volatility	Risk-Free Interest Rate	Expected Dividend Yield
2023	43.57% - 52.71%	3.97% - 4.60%	0.00%
2024	41.09%	4.48%	0.00%

The following table summarizes activity related to unvested PSUs for the three months ended March 31, 2024.

	Performance Stock Units
	Number of Shares			Grant Date Fair Value
Unvested at January 1, 2024		830,188		$	30.82
Granted		550,964			24.65
Forfeited		(9,392	)		33.53
Vested		—			—
Unvested at March 31, 2024		1,371,760		$	28.32

As of March 31, 2024, there was approximately $26.4 million of unamortized equity-based compensation expense related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.2 years.

Restricted Stock Units Converted in the Brigham Merger

In connection with the Company’s merger with Brigham Minerals, Inc. (“Brigham”) in December 2022 (the “Brigham Merger”), several legacy Brigham employees joined Sitio. Legacy Brigham RSUs held by such legacy Brigham employees were converted to Sitio RSUs in connection with the Brigham Merger at an exchange ratio of 1.133 Sitio RSUs for each Brigham RSU. These converted RSUs will retain the original vesting schedules of the Brigham RSUs, which vest in one-third increments on the anniversaries of the original grant dates of the Brigham RSUs. The Company estimated the fair value of the converted RSUs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period.

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The following table summarizes activity related to unvested RSUs converted in the Brigham Merger for the three months ended March 31, 2024.

	Restricted Stock Units Converted in Brigham Merger
	Number of Shares			Grant Date  Fair Value
Unvested at January 1, 2024		11,040		$	30.15
Granted		—			—
Forfeited		—			—
Vested		(5,518	)		30.15
Unvested at March 31, 2024		5,522		$	30.15

As of March 31, 2024, there was approximately $238,000 of unamortized equity-based compensation expense related to unvested RSUs converted in the Brigham Merger, which is expected to be recognized over a weighted average period of approximately 1 year.

Performance Stock Units Converted in the Brigham Merger

Brigham PSUs held by legacy Brigham employees who joined Sitio were converted to Sitio PSUs in connection with the Brigham Merger at an exchange ratio of 1.133 Sitio PSUs for each Brigham PSU. The converted PSUs retain and carry over the remainder of the initial vesting periods. The performance targets associated with the Brigham PSUs were deemed to have been achieved at 200% as of the date of the Brigham Merger. Because all performance targets were achieved prior to conversion and the number of Class A Common Shares to be issued upon satisfaction of the service requirements is known, the Company estimated the fair value of the converted PSUs as the closing price of the Company’s Class A Common Stock on the grant date of the awards, which is expensed over the applicable service period.

The following table summarizes activity related to unvested PSUs converted in the Brigham Merger for the three months ended March 31, 2024.

	Performance Stock Units Converted in Brigham Merger
	Number of Shares		Grant Date Fair Value
Unvested at January 1, 2024		7,638	$	30.15
Granted		—		—
Forfeited		—		—
Vested		—		—
Unvested at March 31, 2024		7,638	$	30.15

As of March 31, 2024, there was approximately $100,000 of unamortized equity-based compensation expense related to unvested PSUs converted in the Brigham Merger, which is expected to be recognized over a weighted average period of 1 year.

Sitio OpCo Restricted Stock Awards

In connection with the Falcon Merger, legacy owners of the Company’s predecessor, desired to assign, transfer and convey their rights to receive a portion of their Falcon Merger consideration to our executive officers as an incentive to continue to serve as executive officers following the Falcon Merger. The Falcon Merger consideration consisted of Sitio OpCo Partnership Units and an equal number of shares of Class C Common Stock. The conveyance of Falcon Merger consideration is deemed to be a grant of restricted stock awards (each, an “RSA”) to our executive officers. Each Sitio OpCo RSA is expected to vest in equal installments on the first four anniversaries of June 6, 2022. The Company estimated the fair value of the RSAs as the closing price of the Company’s Class A Common Stock on the grant date of the award, which is expensed over the applicable service period.

The following table summarizes activity related to unvested Sitio OpCo RSAs for the three months ended March 31, 2024.

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	Sitio OpCo Restricted Stock Awards
	Number of Shares		Grant Date Fair Value
Unvested at January 1, 2024		232,145	$	29.12
Granted		—		—
Forfeited		—		—
Vested		—		—
Unvested at March 31, 2024		232,145	$	29.12

As of March 31, 2024, there was approximately $4.9 million of unamortized equity-based compensation expense related to the unvested Sitio OpCo RSAs, which is expected to be recognized over a weighted average period of approximately 2.2 years.

10. Warrants

The warrants described below expired in August 2023 and are no longer outstanding. In July 2017, Falcon consummated its IPO of units, each consisting of one share of Class A Common Stock and one-half of one warrant.

The Company accounted for the warrants in accordance with ASC 815 – Derivatives and Hedging (“ASC 815”). ASC 815 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock. This applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative under ASC 815, including any freestanding financial instrument that is potentially settled in an entity’s own stock.

Due to certain circumstances that could have required the Company to settle the warrants in cash, the warrants were classified as derivative liabilities, as opposed to an equity contract. Therefore, the warrants were remeasured at fair value each reporting period with the change in fair value recorded in the unaudited condensed consolidated statements of income. During the three months ended March 31, 2023, the Company recognized a gain of $2.4 million attributable to a decrease in the fair value of the warrants.

11. Derivative Instruments

Commodity Derivatives

The Company may enter into commodity derivative contracts to manage its exposure to oil and gas price volatility associated with its production. These derivatives are not entered into for trading or speculative purposes. While the use of these instruments limits the downside risk of adverse commodity price changes, their use may also limit future cash flows from favorable commodity price changes. Depending on acquisitions consummated, changes in oil and gas futures markets, and management’s view of underlying supply and demand trends, the Company may increase or decrease its derivative positions. The Company’s commodity derivative contracts have not been designated as hedges for accounting purposes; therefore, all gains and losses on commodity derivatives are recognized in the Company’s unaudited condensed consolidated statements of income.

The Company may utilize fixed price swaps, basis swaps, and two- and three-way collars to manage commodity price risk. The Company may enter into these contracts when management believes that favorable future sales prices for the Company’s production can be secured and acquisitions consummated are accretive. Under fixed price swap agreements, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company pays the difference to the counterparty. When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company receives the difference from the counterparty. The Company may also enter into basis swap contracts in order to hedge the difference between the New York Mercantile Exchange (“NYMEX”) index price and a local index price that is representative of the price received by many of our operators. Under collar agreements, the Company receives the difference between the published index price and a floor price if the index price is below the floor price or the Company pays the difference between the ceiling price and the index price if the index price is above the ceiling price. No amounts are paid or received if the index is between the floor and the ceiling. By utilizing a collar, the Company has fixed the minimum and maximum prices received on the underlying production.

The Company’s oil and gas swap contracts as of March 31, 2024 are summarized below:

	Oil (NYMEX WTI)
Remaining Term	Bbl per Day		Weighted Average Price per Bbl
April 2024 - December 2024		3,300	$	82.66
January 2025 - June 2025		1,100	$	74.65

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	Gas (NYMEX Henry Hub)
Remaining Term	MMBtu per Day		Weighted Average Price per MMBtu
April 2024 - December 2024		500	$	3.41

The Company’s oil and gas two-way commodity collar contracts as of March 31, 2024 are summarized below:

	Oil (NYMEX WTI)
Remaining Term	Bbl per Day		Weighted Average Floor Price per Bbl		Weighted Average Ceiling Price per Bbl
January 2025 - June 2025		2,000	$	60.00	$	93.20

	Gas (NYMEX Henry Hub)
Remaining Term	MMBtu per Day		Weighted Average Floor Price per MMBtu		Weighted Average Ceiling Price per MMBtu
April 2024 - December 2024		11,400	$	4.00	$	7.24
January 2025 - June 2025		11,600	$	3.31	$	10.34

The Company was not party to any basis swaps or three-way collar contracts as of March 31, 2024 and December 31, 2023.

Interest Rate Derivatives

In November 2022, the Company entered into an interest rate swap agreement to manage exposure to changes in interest rates from variable rate obligations related to the 2026 Senior Notes. The interest rate swap term expired on December 31, 2023. The Company’s interest rate derivative contract was not designated a hedge for accounting purposes; therefore, all gains and losses on the interest rate swap were recognized in the Company’s unaudited condensed consolidated statements of income. The interest rate swap was not entered into for trading or speculative purposes.

Financial Summary

The following table presents a summary of the Company’s derivative instruments and where such values are recorded on the unaudited condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 (in thousands):

		March 31, 2024		December 31, 2023
	Balance sheet location	Fair value		Fair value
Asset derivatives not designated as hedges for accounting purposes:
Commodity contracts	Current assets	$	8,080	$	19,080
Commodity contracts	Long-term assets		797		3,440
Total asset derivatives		$	8,877	$	22,520
Liability derivatives not designated as hedges for accounting purposes:
Commodity contracts	Current liabilities	$	—	$	—
Commodity contracts	Long-term liabilities		—		—
Total liability derivatives		$	—	$	—
Net derivatives		$	8,877	$	22,520

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The following table presents the gross fair values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented on the unaudited condensed consolidated balance sheets (in thousands):

	March 31, 2024								December 31, 2023
	Gross Fair Value			Gross Amounts Offset			Net Fair Value		Gross Fair Value			Gross Amounts Offset			Net Fair Value
Commodity derivative assets	$	10,277		$	(1,400	)	$	8,877	$	23,401		$	(881	)	$	22,520
Commodity derivative liabilities		(1,400	)		1,400			—		(881	)		881			—

The following table is a summary of derivative gains and losses, and where such values are recorded in the unaudited condensed consolidated statements of income for the three months ended March 31, 2024 and 2023 (in thousands):

		Three Months Ended
	Statement of income location	March 31, 2024			March 31, 2023
Commodity derivative gains (losses)	Other income	$	(10,050	)	$	14,763
Interest rate derivative losses	Other income		—			(160	)

The fair values of commodity derivative and interest rate derivative instruments were determined using Level 2 inputs.

Credit Risk in Derivative Instruments

The Company is exposed to credit risk to the extent of nonperformance by the counterparties in the derivative contracts discussed above. All commodity derivative counterparties are current lenders under the Sitio Revolving Credit Facility. Accordingly, the Company is not required to provide any credit support to its derivative counterparties other than cross collateralization with the properties securing the Sitio Revolving Credit Facility. The Company’s derivative contracts are documented with industry standard contracts known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. Master Agreement (“ISDA”). Typical terms for each ISDA include credit support requirements, cross default provisions, termination events, and set-off provisions. The Company has set-off provisions with its lenders that, in the event of counterparty default, allow the Company to set-off amounts owed under the Sitio Revolving Credit Facility or other general obligations against amounts owed to the Company for derivative contract assets.

12. Fair Value Measurement

The Company is subject to ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to management’s perceived risk of that instrument.

Level 1 – Fair values are based on unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.

Level 2 – Fair values are based on quoted prices for markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 – Inputs that are unobservable and significant to the overall fair value measurement and include situations where there is little, if any, market activity for the asset or liability.

The Company’s proved oil and gas properties are assessed for impairment on a periodic basis. If the Company’s proved properties are determined to be impaired, the carrying basis of the properties is adjusted down to fair value. This represents a fair value measurement that would qualify as a non-recurring Level 3 fair value measurement. No impairment of proved properties was recorded for the three months ended March 31, 2024 and 2023.

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The fair value of the Company’s commodity derivative instruments (Level 2) was estimated using quoted forward prices for commodities, volatility factors, discounted cash flows and credit risk adjustments. See “Note 11 – Derivative Instruments” for further information on the fair value of the Company’s derivative instruments.

The carrying values of cash, accrued revenue, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values due to the short-term nature of these instruments. The carrying amount of debt outstanding pursuant to the Sitio Revolving Credit Facility approximates fair value as the borrowings bear interest at variable rates and are reflective of market rates (Level 2). The fair value of debt outstanding pursuant to our 2028 Senior Notes was $620.5 million as of March 31, 2024 based on quoted prices for markets that are not active (Level 2).

Certain nonfinancial assets and liabilities, such as assets and liabilities acquired in a business combination, are measured at fair value on a nonrecurring basis on the acquisition date and are subject to fair value adjustments under certain circumstances. Inputs used to determine such fair values are primarily based upon internally-developed engineering and geology models, publicly-available drilling disclosures, a risk-adjusted discount rate, and publicly-available data regarding mineral transactions consummated by other buyers and sellers (Level 3).

Mineral assets not acquired through a business combination are measured at fair value on a nonrecurring basis on the acquisition date. The original purchase price of mineral assets is allocated between proved and unproved properties based on the estimated relative fair values. Inputs used to determine such fair values are primarily based upon internally-developed engineering and geology models, publicly-available drilling disclosures, a risk-adjusted discount rate, and publicly-available data regarding mineral transactions consummated by other buyers and sellers (Level 3).

PSU awards are valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes a grant date fair value based on the most likely outcome. The inputs for the Monte Carlo model are designated as Level 2 within the valuation hierarchy. See “Note 9 – Share-Based Compensation” for further information on the fair value of the Company’s PSU awards.

13. Income Taxes

The Company uses the asset and liability method for accounting for income taxes and updates its annual effective income tax rate on a quarterly basis. Under this method an estimated annual effective rate is applied to the Company’s year-to-date income excluding discrete items which are recorded when settled. Our effective tax rate may vary quarterly because of the timing of our actual quarterly earnings compared to annual projections which may affect periodic comparisons.

We are subject to U.S. federal and state income taxes as a corporation. The Company recorded income tax expense of $2.8 million and $7.2 million for the three months ended March 31, 2024 and 2023, respectively, resulting in an effective tax rate of 13.0% and 13.1% for the three months ended March 31, 2024 and 2023, respectively.

Total income tax expense for the three months ended March 31, 2024 differed from amounts computed by applying the U.S. federal statutory tax rate of 21% to pre-tax book income for those periods principally because of the Company’s noncontrolling interests. The Company’s ASC 740 – Income Taxes balances and income tax expense reporting is significantly affected by the portion of the Company’s consolidated net income attributable to the holders of Sitio OpCo Partnership Units, which is not taxable income to the Company. Only tax attributes allocated to the Company based on its ownership in Sitio OpCo are recorded at this level.

14. Commitments and Contingencies

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 the Company’s financial condition, results of operations, or cash flows.

15. Subsequent Events

Management has evaluated all subsequent events from the balance sheet date through the date these financial statements were available to be issued for disclosure or recognition within these financial statements and no items requiring disclosure were identified except for the events identified below.

Third Amendment to Third Amended and Restated Credit Agreement

On February 3, 2023, Sitio OpCo, as borrower, JPMorgan Chase Bank, N.A., as the administrative agent and issuing bank, and the lenders and other financial institutions from time to time party thereto entered into that certain Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which

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the lenders thereunder made loans and other extensions of credit to Sitio OpCo. On May 3, 2024, Sitio OpCo and the other guarantors party thereto entered into the Third Amendment to Third Amended and Restated Credit Agreement (the “Third Amendment to the Sitio Revolving Credit Facility”), pursuant to which the Credit Agreement was amended to (i) effectuate the scheduled redetermination of the borrowing base intended to be effective on or about April 1, 2024 by reaffirming the borrowing base at $850,000,000, (ii) amend certain dates applicable to the scheduled redetermination of the borrowing base and (iii) amend certain other terms of the Credit Agreement, in each case, on the terms and subject to the conditions set forth therein.

Cash Dividends

On May 8, 2024, the Company declared a cash dividend of $0.41 per share of Class A Common Stock with respect to the first quarter of 2024. The dividend is payable on May 31, 2024 to the stockholders of record at the close of business on May 21, 2024.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. All statements, other than statements of present or historical fact, included in this quarterly report concerning, among other things, strategy, future operations, financial condition, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Such forward-looking statements, can be affected by assumptions used or by known or unknown risks or uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of oil, natural gas and NGLs. Consequently, no forward-looking statements can be guaranteed.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to, the following risks and uncertainties:

•our ability to identify, complete and integrate operations or realize any anticipated benefits, synergies, savings or growth of acquisitions of properties, businesses or technologies;

•our ability to retain and hire key personnel;

•our ability to finance our obligations;

•our ability to execute our business strategy;

•changes in general economic, business or industry conditions, including as a result of the elevated rate of inflation, central bank policy, bank failures and associated liquidity risks and/or as a result of the armed conflict in Ukraine and associated economic sanctions on Russia and the conflict in the Israel-Gaza region and continued hostilities in the Middle East, including increased tensions with Iran;

•the actions of the Organization of Petroleum Exporting Countries (“OPEC”) and other significant producers and governments, including as a result of recently announced prolonged production cuts by OPEC and the armed conflict in Ukraine and Israel, including increased tensions with Iran, and the effect such conflict has had, and may continue to have, on the global oil and natural gas markets, and the ability of such producers to agree to and maintain oil price and production controls;

•commodity price volatility of realized oil and natural gas prices;

•the level of production on our properties;

•overall and regional supply and demand factors, delays, or interruptions of production;

•our ability to replace our oil and natural gas reserves;

•competition in the oil and natural gas industry;

•conditions in the capital markets and our ability, and the ability of our operators, to obtain capital or financing on favorable terms or at all;

•title defects in the properties in which we invest;

•risks associated with the drilling and operation of crude oil and natural gas wells, including uncertainties with respect to identified drilling locations and estimates of reserves;

•the availability or cost of rigs, equipment, raw materials, supplies, oilfield services or personnel;

•restrictions on the use of water;

•the availability of pipeline capacity and transportation facilities;

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•the ability of our operators to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals, particularly in Colorado where recently introduced legislation may limit our operators’ ability to produce oil and gas during certain times of year or at all;

•the impact of environmental, health and safety and other governmental regulations and of current or pending legislation, including federal and state legislative and regulatory initiatives relating to hydraulic fracturing and the impact of the IRA 2022 and any related legislation, regulations or changes in policy;

•future operating results;

•risk related to our hedging activities;

•our ability to successfully implement our Share Repurchase Program;

•exploration and development drilling prospects, inventories, projects, and programs of our operators;

•the impact of reduced drilling activity in our focus areas and uncertainty in whether development projects will be pursued;

•operating hazards faced by our operators;

•technological advancements;

•weather conditions, natural disasters and other matters beyond our control; and

•certain risk factors discussed elsewhere in this quarterly report.

Should one or more of the risks or uncertainties described in this quarterly report, our Annual Report or any of our other SEC filings, occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We caution that the foregoing list of factors is not exclusive. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and we may be subject to currently unforeseen risks that may have a materially adverse effect on our Company. All subsequent written and oral forward-looking statements concerning our Company, or any person acting on our behalf, are expressly qualified in their entirety by the cautionary statements above. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this quarterly report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact our strategy. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that we expect our operators to ultimately recover. Should one or more of the risks or uncertainties described under “Risk Factors” in this quarterly report occur, Sitio’s actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this quarterly report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. The forward-looking statements speak only as of the date made and, other than as required by law, we do not undertake any obligation to update publicly or revise any of these forward-looking statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2023, 2022, and 2021 in the Annual Report and interim unaudited condensed consolidated financial statements of Sitio Royalties Corp. and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise indicated or required by context, references to (a) the “Company,” “Sitio,” “we,” “us,” “our” or similar terms refer to (i) for periods prior to the closing of the Falcon Merger, Desert Peak and its subsidiaries, (ii) for periods subsequent to the closing of the Falcon Merger and prior to the Brigham Merger, Sitio Royalties Corp. and its subsidiaries, including Desert Peak but excluding Brigham and (iii) for periods subsequent to the closing of the Falcon Merger and Brigham Merger, Sitio Royalties Corp. and its subsidiaries, including Desert Peak and Brigham, and (b) “KMF,” “KMF Land,” “Desert Peak,” or similar terms, when used in a historical context refer to our “Predecessor,” Kimmeridge Mineral Fund, LP, for financial reporting purposes.

The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to several factors which include, but are not limited to market prices for oil, natural gas and NGLs, production volumes, estimates of proved reserves, capital for mineral acquisitions, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

As of March 31, 2024, we owned mineral and royalty interests representing approximately 252,000 NRAs when adjusted to a 1/8th royalty. For the three months ended March 31, 2024, the average net daily production associated with our mineral and royalty interests was 35,349 BOE/d, consisting of 18,263 Bbls/d of oil, 55,117 Mcf/d of natural gas and 7,900 Bbls/d of NGLs. Since our predecessor’s formation in November 2016, we have accumulated our acreage position by making 194 acquisitions through March 31, 2024. We expect to continue to grow our acreage position by making acquisitions that meet our investment criteria for geologic quality, operator capability, remaining growth potential, cash flow generation and, most importantly, rate of return.

Our mineral and royalty interests entitle us to receive a fixed percentage of the revenue from crude oil, natural gas and NGLs produced from the acreage underlying our interests. We are not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and gas production and we incur only our proportionate share of production and ad valorem taxes and, in some cases, gathering, processing and transportation costs which reduce the amount of revenue we recognize. For the three months ended March 31, 2024, our production and ad valorem taxes were approximately $3.74 per BOE, relative to an average realized price of $46.00 per BOE. We do not anticipate engaging in any upstream activities such as drilling and completing oil and natural gas wells that would incur capital costs, lease operating expenses, and plugging and abandonment costs. We believe our cost structure and business model will allow us to return a significant amount of our cash flows to stockholders.

Recent Developments

Share Repurchase Program

On February 28, 2024, our Board authorized a share repurchase program that allows us to repurchase up to $200.0 million of our Class A Common Stock and Sitio OpCo Partnership Units. The shares may be repurchased from time to time through various methods including but not limited to in open market transactions, through privately negotiated transactions or by other means in accordance with applicable securities laws, certain of which may be made pursuant to trading plans meeting the requirements of Rule 10b5-1 and 10b-18 under the Exchange Act. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to repurchases of our Class A Common Stock and Sitio OpCo Partnership Units pursuant to our Share Repurchase Program. The timing of repurchases under the program, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including the market price of our common stock, oil and gas commodity prices, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements and other considerations. The exact number of shares to be repurchased by us is not guaranteed, and the program may be modified, suspended or discontinued at any time without prior notice. The Company is not obligated to repurchase any dollar amount or number of shares under the program.

During the three months ended March 31, 2024, the Company repurchased 545,527 shares of its Class A Common Stock in connection with the Share Repurchase Program. The shares were recorded at a weighted average price of $23.77 upon repurchase by

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the Company, inclusive of third-party commissions. As of March 31, 2024, the Company’s remaining share repurchase authorization was $187.0 million.

Sitio Revolving Credit Facility

On May 3, 2024, Sitio OpCo and the other guarantors party thereto entered into the Third Amendment to the Sitio Revolving Credit Facility, pursuant to which the Credit Agreement was amended to (i) effectuate the scheduled redetermination of the borrowing base intended to be effective on or about April 1, 2024 by reaffirming the borrowing base at $850,000,000, (ii) amend certain dates applicable to the scheduled redetermination of the borrowing base and (iii) amend certain other terms of the Credit Agreement, in each case, on the terms and subject to the conditions set forth therein.

Acquisitions

As of March 31, 2024, we have evaluated over 1,000 potential mineral and royalty interest acquisitions and completed 194 acquisitions from landowners and other mineral interest owners. We intend to capitalize on our management team’s expertise and relationships to continue to make value-enhancing mineral and royalty interest acquisitions in premier basins designed to increase our cash flow per share.

Production and Operations

Our average daily production during the three months ended March 31, 2024 and 2023 was 35,349 BOE/d (52% crude oil) and 34,440 BOE/d (51% crude oil), respectively. For the three months ended March 31, 2024, we received an average of $76.60 per Bbl of crude oil, $1.15 per Mcf of natural gas and $20.71 per Bbl of NGLs, for an average realized price of $46.00 per BOE. For the three months ended March 31, 2023, we received an average of $74.10 per Bbl of crude oil, $2.70 per Mcf of natural gas and $21.75 per Bbl of NGLs, for an average realized price of $46.96 per BOE. We anticipate that our price realizations for natural gas may continue to be lower than comparative periods in 2023 due to pipeline capacity constraints in the Permian Basin which may not be alleviated until the latter half of 2024.

As of March 31, 2024, we had 37,915 gross (288.2 net) producing horizontal wells on our acreage. Additionally, as of March 31, 2024, there were 4,218 gross (29.7 net) horizontal wells in various stages of drilling or completion and 3,385 gross (18.3 net) active horizontal drilling permits on our acreage.

Economic Indicators

The economy has experienced elevated inflation levels in recent years. In order to manage such inflation risk in the United States’ economy, the Federal Reserve has utilized monetary policy in the form of interest rate increases in an effort to decrease inflation on a long-term basis. These interest rate increases have generally impacted our borrowing costs as borrowings on the Sitio Revolving Credit Facility are at variable rates which fluctuate with broader interest rates in the market.

The global economy also continues to be impacted by geopolitical events such as the February 2022 launch of a large-scale invasion of Ukraine by Russia and the conflict in the Israel-Gaza region and increases in hostilities elsewhere in the Middle East, including elevated tensions with Iran. It has also been impacted by, among other events, the uncertainty regarding global central bank monetary policy. The geopolitical and macroeconomic consequences of the Russian invasion of Ukraine and associated sanctions, the recent conflict in the Israel-Gaza region and elsewhere in the Middle East, the financial institution collapses and the uncertainty regarding central bank monetary policy cannot be predicted, and such events, or any escalation of hostilities in Ukraine or the Middle East, or further hostilities elsewhere, could severely impact the world economy and may adversely affect our financial condition. The oil and natural gas industry has also been impacted by announcements of voluntary production cuts by OPEC and others, including OPEC’s recent extensions of its voluntary production cuts. These events and their impacts on the global economy continue to evolve, and the extent to which these events may impact our business, financial condition, liquidity, results of operations, and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence.

Inflationary pressures could result in increases to our operating expenses that are not fixed such as personnel retention, among other things. Increases in interest rates as a result of inflation and a potentially recessionary economic environment in the United States could also have a negative effect on the demand for oil and natural gas, as well as our borrowing costs.

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Results of Operations

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

Consolidated Results

The following table summarizes our consolidated revenue and expenses and production data for the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024			2023			Variance
Statement of Income Data:
Revenue:
Total revenues	$	151,391		$	150,826		$	565			0	%
Operating Expenses:
Depreciation, depletion and amortization		76,318			67,763			8,555			13	%
General and administrative		13,011			11,676			1,335			11	%
Severance and ad valorem taxes		12,026			10,459			1,567			15	%
Total operating expenses		101,355			89,898			11,457			13	%
Net income from operations		50,036			60,928			(10,892	)		-18	%
Interest expense (net)(1)		(18,510	)		(22,203	)		3,693			-17	%
Change in fair value of warrant liability		—			2,358			(2,358	)	*
Loss on extinguishment of debt		—			(783	)		783		*
Commodity derivatives gains (losses)		(10,050	)		14,763			(24,813	)	*
Interest rate derivative losses		—			(160	)		160		*
Net income before taxes		21,476			54,903			(33,427	)		-61	%
Income tax expense		(2,784	)		(7,184	)		4,400			-61	%
Net income		18,692			47,719			(29,027	)		-61	%
Net income attributable to noncontrolling interest		(10,224	)		(25,066	)		14,842			-59	%
Net income attributable to Class A stockholders	$	8,468		$	22,653		$	(14,185	)		-63	%

(1)Interest expense is presented net of interest income.

* Not applicable or meaningful

	Three Months Ended March 31,
	2024		2023		Variance
Production Data:
Crude oil (MBbls)		1,662		1,589		73		5%
Natural gas (MMcf)		5,016		5,435		(419	)	-8%
NGLs (MBbls)		719		605		114		19%
Total (MBOE)(6:1)		3,217		3,100		117		4%
Average daily production (BOE/d)(6:1)		35,349		34,440		909		3%
Average Realized Prices:
Crude oil (per Bbl)	$	76.60	$	74.10	$	2.50		3%
Natural gas (per Mcf)	$	1.15	$	2.70	$	(1.55	)	-57%
NGLs (per Bbl)	$	20.71	$	21.75	$	(1.04	)	-5%
Combined (per BOE)	$	46.00	$	46.96	$	(0.96	)	-2%
Average Realized Prices After Effects of Derivative Settlements:
Crude oil (per Bbl)	$	77.62	$	77.14	$	0.48		1%
Natural gas (per Mcf)	$	1.53	$	2.90	$	(1.37	)	-47%
NGLs (per Bbl)	$	20.71	$	21.75	$	(1.04	)	-5%
Combined (per BOE)	$	47.12	$	48.87	$	(1.75	)	-4%

Revenue

Our consolidated revenues for the three months ended March 31, 2024 totaled $151.4 million as compared to $150.8 million for the three months ended March 31, 2023, an increase of $0.6 million. The increase in revenues was due to an increase of $2.4 million in mineral and royalty revenue which was partially offset by a decrease of $1.8 million in lease bonus and other income. The increase in

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mineral and royalty revenue was primarily due to an increase in our production volumes of 4% from our acquisitions of additional mineral and royalty interests and production volumes from existing interests partially offset by the sale of certain non-core properties in December 2023 and a 2% decrease in our realized price. Lease bonus and other income is subject to significant variability from period to period based on the particular tracts of land that become available for releasing.

Oil revenue for the three months ended March 31, 2024 was $127.3 million as compared to $117.7 million for the three months ended March 31, 2023, an increase of $9.6 million. We realized a $5.4 million increase in year-over-year oil revenue due to a 5% increase in oil production volumes, which increased from 1,589 MBbls for the three months ended March 31, 2023 to 1,662 MBbls for the three months ended March 31, 2024. In addition, we realized a $4.2 million increase in year-over-year oil revenue due to an increase of $2.50/Bbl or 3% in our average price received for oil production, which increased from $74.10 for the three months ended March 31, 2023 to $76.60/Bbl for the three months ended March 31, 2024.

Natural gas revenue for the three months ended March 31, 2024 was $5.8 million as compared to $14.7 million for the three months ended March 31, 2023, a decrease of $8.9 million. We realized a $1.1 million decrease in year-over-year gas revenue due to an 8% decrease in gas production volumes, which decreased from 5,435 MMcf for the three months ended March 31, 2023 to 5,016 MMcf for the three months ended March 31, 2024. In addition, we realized a $7.8 million decrease in year-over-year gas revenue due to a decrease of $1.55/Mcf in our average price received for gas production, which declined from $2.70/Mcf for the three months ended March 31, 2023 to $1.15/Mcf for the three months ended March 31, 2024.

NGLs revenue for the three months ended March 31, 2024 was $14.9 million as compared to $13.2 million for the three months ended March 31, 2023, an increase of $1.7 million. We realized a $2.5 million increase in year-over-year NGLs revenue due to a 19% increase in NGLs production volumes, which increased from 605 MBbls for the three months ended March 31, 2023 to 719 MBbls for the three months ended March 31, 2024. This was partially offset by a $0.8 million decrease in year-over-year NGLs revenue due to a decrease of $1.04/Bbl in our average price received for NGLs production, which declined from $21.75/Bbl for the three months ended March 31, 2023 to $20.71/Bbl for the three months ended March 31, 2024.

Lease bonus and other revenue for the three months ended March 31, 2024 was $3.4 million as compared to $5.3 million for the three months ended March 31, 2023. When we lease our acreage to an E&P operator, we generally receive a lease bonus payment at the time a lease is executed. These bonus payments are subject to significant variability from period to period based on the particular tracts of land that become available for releasing. Other revenues include payments for right-of-way and surface damages, which are also subject to significant variability.

Operating Expenses

Depreciation, depletion and amortization expense was $76.3 million for the three months ended March 31, 2024 as compared to $67.8 million for the three months ended March 31, 2023, an increase of $8.5 million, or 13%. The increase was due to a 4% increase in year-over-year production, which was primarily due to increased production volumes from existing interests, and a higher depletion rate, which increased from $21.82 per BOE for the three months ended March 31, 2023 to $23.68 per BOE for the three months ended March 31, 2024.

General and administrative expense was $13.0 million for the three months ended March 31, 2024 as compared to $11.7 million for the three months ended March 31, 2023, an increase of $1.3 million, or 11%. For the three months ended March 31, 2024, we incurred $1.4 million of additional employee compensation and benefits due to increased headcount, $0.4 million of additional other professional services recognized in the first quarter of 2024, and $0.2 million of additional rent expense as compared to the three months ended March 31, 2023. The increase was partially offset by a decrease in acquisition-related expenses of $0.7 million.

Severance and ad valorem taxes were $12.0 million for the three months ended March 31, 2024 as compared to $10.5 million for the three months ended March 31, 2023, an increase of $1.5 million or 15%. The increase was primarily due to the year-over-year increase in mineral and royalty interests from our acquisitions and a year-over-year increase in commodity prices.

Other Income and Expenses

Interest expense, net of $18.5 million and $22.2 million during the three months ended March 31, 2024 and 2023, respectively, relates to interest incurred on borrowings under the Sitio Revolving Credit Facility, 2028 Senior Notes, and 2026 Senior Notes. The decrease in interest expense was due to lower average borrowings during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 related to debt repayments, partially offset by higher interest rates under the Sitio Revolving Credit Facility during the three months ended March 31, 2024.

The fair value of the warrant liability decreased by $2.4 million from December 31, 2022 to March 31, 2023. The decrease was attributable to a decline in the market price of the warrants. The warrants expired in August 2023, and are no longer outstanding.

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The loss on extinguishment of debt of $0.8 million for the three months ended March 31, 2023 was due to the write-off of previously capitalized deferred financing costs as a result of certain lenders which did not elect to remain a party to the Sitio Revolving Credit Facility upon its amendment in February 2023. There was no such loss incurred during the three months ended March 31, 2024.

Commodity derivatives losses totaled $10.1 million for the three months ended March 31, 2024 as compared to commodity derivative gains of $14.8 million for the three months ended March 31, 2023. In 2022, we entered into oil and gas fixed price swaps and two-way collars to manage commodity price risks associated with production from certain of our acquisitions. The commodity derivatives losses in 2024 were due to commodity price increases during the three months ended March 31, 2024 as compared to commodity price decreases during the three months ended March 31, 2023.

Interest rate derivative losses totaled $160,000 for the three months ended March 31, 2023. In November 2022, we entered into an interest rate swap to manage exposures to changes in interest rates from variable rate borrowings. The interest rate swap expired on December 31, 2023.

Income tax expense decreased from $7.2 million for the three months ended March 31, 2023 to $2.8 million for the three months ended March 31, 2024. This was primarily due to a decrease in net income before income tax expense for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity have historically been cash flows from operations, borrowings under the Sitio Revolving Credit Facility, and the issuance of our 2028 Senior Notes. Future sources of liquidity may also include other credit facilities we may enter into in the future and additional issuances of debt or equity securities. Our primary uses of cash have been, and are expected to continue to be, the acquisition of mineral and royalty interests, the reduction of outstanding debt balances, interest payments on outstanding debt, repurchases pursuant to our Share Repurchase Program, and the payment of dividends and distributions. Our ability to generate cash is subject to several factors, some of which are beyond our control, including commodity prices and general economic, financial, legislative, regulatory and other factors.

We believe internally generated cash flows from operations, available borrowing capacity under the Sitio Revolving Credit Facility, and access to capital markets will provide us with sufficient liquidity and financial flexibility to meet our cash requirements, including normal operating needs, debt service obligations, our return of capital program, and capital expenditures, for at least the next 12 months and allow us to continue to execute our strategy of acquiring attractive mineral and royalty interests that will position us to grow our cash flows and return capital to our stockholders. As an owner of mineral and royalty interests, we incur the initial cost to acquire our interests but thereafter do not incur any development or maintenance capital expenditures, which are entirely borne by the E&P operator and the other working interest owners. As a result, our only capital expenditures are related to our acquisition of additional mineral and royalty interests, and we have no subsequent capital expenditure requirements related to acquired properties. The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the number and size of acquisition opportunities, our cash flows from operating, investing and financing activities and our ability to integrate acquisitions. We periodically assess changes in current and projected cash flows, acquisition and divestiture activities, and other factors to determine the effects on our liquidity. Our ability to generate cash is subject to a number of factors, many of which are beyond our control, including commodity prices, weather, general economic, financial and competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may raise such capital through additional borrowings, asset sales, offerings of equity and debt securities or other means. If we are unable to obtain funds needed or on acceptable terms, we may not be able to complete acquisitions that are favorable to us.

As of March 31, 2024, our liquidity was $601.7 million, comprised of $11.7 million of cash and cash equivalents and $590.0 million of availability under the Sitio Revolving Credit Facility.

Cash Flows for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023 (in thousands):

	Three Months Ended March 31,
	2024			2023			Variance
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities	$	120,740		$	128,825		$	(8,085	)		-6	%
Investing activities		(13,258	)		1,161			(14,419	)	*
Financing activities		(110,931	)		(138,647	)		27,716			-20	%
Net increase (decrease) in cash and cash equivalents	$	(3,449	)	$	(8,661	)	$	5,212			-60	%

* Not applicable or meaningful

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Operating Activities

Our operating cash flows are impacted by the variability in our revenues and operating expenses, as well as the timing of the related cash receipts and disbursements. Royalty payments may vary significantly from period to period as a result of changes in commodity prices, production mix and volumes of production sold by our E&P operators, as well as the timeliness and accuracy of payments from our E&P operators. These factors are beyond our control and are difficult to predict. Cash flows provided by operating activities for the three months ended March 31, 2024 were $120.7 million as compared to $128.8 million for the three months ended March 31, 2023, primarily as a result of variability in timing of cash receipts for our royalty revenues.

Investing Activities

Cash flows used in investing activities totaled $13.3 million for the three months ended March 31, 2024 as compared to cash flows provided by investing activities of $1.2 million for the three months ended March 31, 2023. We received $1.9 million and $1.2 million during the three months ended March 31, 2024 and 2023, respectively, for post-close adjustments from previous acquisitions of oil and gas properties, net of acquisition costs. During the three months ended March 31, 2024, we made advance deposits of $15.0 million for acquisitions of oil and gas properties.

Financing Activities

Cash flows used in financing activities for the three months ended March 31, 2024 totaled $110.9 million as compared to $138.6 million for the three months ended March 31, 2023. Net repayments under the Sitio Revolving Credit Facility for the three months ended March 31, 2024 and 2023 were $17.0 million and $23.0 million, respectively.

Other financing cash outflows during the three months ended March 31, 2024 included dividends of $42.0 million paid to holders of Class A Common Stock, $38.2 million of distributions paid to noncontrolling interest holders, and repurchases of Class A Common Stock of $12.7 million under the Share Repurchase Program. Other financing cash outflows during the three months ended March 31, 2023 included costs of $6.9 million incurred in connection with amendments and restatements to the Sitio Revolving Credit Facility, dividends of $48.1 million paid to holders of Class A Common Stock, $49.2 million of distributions paid to noncontrolling interest holders, and a principal repayment of $11.3 million on the 2026 Senior Notes.

Our Revolving Credit Facility

On February 3, 2023, Sitio OpCo entered into the Sitio Revolving Credit Facility with Sitio OpCo, as borrower, JPMorgan Chase Bank, N.A., as the administrative agent (as successor administrative agent to Bank of America, N.A.) and as issuing bank, and the lenders and other financial institutions from time to time party thereto. In connection with the amendment and restatement of the Sitio Revolving Credit Facility, the revolving credit facility obtained from Brigham in conjunction with the Brigham Merger was paid off and refinanced in full.

The Sitio Revolving Credit Facility matures on June 30, 2027. The Sitio Revolving Credit Facility has a borrowing base of $850.0 million.

The Sitio Revolving Credit Facility bears interest at a rate per annum equal to, at our option, an adjusted Term SOFR rate or a base rate, plus an applicable margin and credit spread adjustment. The applicable margin is based on utilization of the Sitio Revolving Credit Facility and ranges from (a) in the case of adjusted base rate loans, 1.500% to 2.500% and (b) in the case of Term SOFR rate loans and letters of credit, 2.500% to 3.500%. The credit spread adjustment for Term SOFR loans ranges from 0.100% to 0.250% depending on the applicable interest rate and interest rate period. Sitio OpCo may elect an interest period of one, three or six months. Interest is payable in arrears at the end of each interest period, but no less frequently than quarterly. A commitment fee is payable quarterly in arrears on the daily undrawn available commitments under the Sitio Revolving Credit Facility in an amount ranging from 0.375% to 0.500% based on utilization of the Sitio Revolving Credit Facility. The Sitio Revolving Credit Facility is subject to other customary fee, interest and expense reimbursement provisions.

The Sitio Revolving Credit Facility is subject to a borrowing base established by the lenders to reflect the loan value of our oil and gas mineral interests. The borrowing base under the Sitio Revolving Credit Facility is redetermined by the lenders on a semi-annual basis. Additionally, lenders holding two-thirds of the aggregate commitments are able to request one additional redetermination between regularly scheduled redeterminations. Sitio OpCo could also request one additional redetermination between regularly scheduled redeterminations, and such other redeterminations as appropriate when significant acquisition opportunities arise. The borrowing base is subject to adjustments for asset dispositions, material title deficiencies, certain terminations of hedge agreements and issuances of certain additional indebtedness. Increases to the borrowing base require unanimous approval of the lenders, while maintenance of the same borrowing base or decreases in the borrowing base only require approval of lenders holding two-thirds of the aggregate commitments at such time. The determination of the borrowing base takes into consideration the estimated value of the Company’s oil

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and gas mineral interests in accordance with the lenders’ customary practices for oil and gas loans. The Sitio Revolving Credit Facility is collateralized by substantially all of the assets of Sitio OpCo and its restricted subsidiaries.

The Sitio Revolving Credit Facility includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Total Net Debt (as defined in the Sitio Revolving Credit Facility) as of such date to (ii) EBITDA (as defined in the Sitio Revolving Credit Facility) for the period of four fiscal quarters ending on such day, to not more than 3.50 to 1.00, and (b) (i) consolidated current assets (including the available commitments under the Sitio Revolving Credit Facility) to (ii) consolidated current liabilities (excluding current maturities under the Sitio Revolving Credit Facility), to not less than 1.00 to 1.00, in each case, with certain rights to cure. The Company was in compliance with the terms and covenants of the Sitio Revolving Credit Facility at March 31, 2024 and December 31, 2023.

2028 Senior Notes

As of March 31, 2024 and December 31, 2023, the Company had $600.0 million aggregate principal amount of 7.875% Senior Notes due 2028 (the “2028 Senior Notes”). The 2028 Senior Notes bear interest at an annual rate of 7.875%, which accrues from October 3, 2023 and is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2024.

The 2028 Senior Notes contain covenants that limit Sitio OpCo’s ability to engage in certain transactions and activities. The Company was in compliance with the terms and covenants of the 2028 Senior Notes as of March 31, 2024 and December 31, 2023.

2026 Senior Notes

On September 21, 2022, Sitio OpCo, as issuer, and certain subsidiaries of Sitio OpCo, as guarantors, entered into the Note Purchase Agreement with certain institutional investors party thereto as holders and U.S. Bank Trust Company, National Association, as agent for the Holders.

Pursuant to the Note Purchase Agreement, Sitio OpCo issued the 2026 Senior Notes to the Holders in an aggregate principal amount of $450.0 million at 99% of par. Sitio OpCo used $425.0 million of the proceeds from the 2026 Senior Notes to repay in full all amounts outstanding under the Bridge Loan Facility with the remainder used for general corporate purposes. On October 3, 2023, the Company redeemed all of the outstanding 2026 Senior Notes using net proceeds from the issuance of the 2028 Senior Notes.

Critical Accounting Policies and Related Estimates

The discussion and analysis of financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. Our critical accounting policies are described below to provide a better understanding of how we develop our assumptions and judgments about future events and related estimates and how they can impact our financial statements. A critical accounting estimate is one that requires our most difficult, subjective or complex estimates and assessments and is fundamental to our results of operations.

We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the facts and circumstances at the time the estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from those estimates and assumptions. This discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Changes in estimates are accounted for prospectively.

Our estimates and classification of oil and natural gas reserves are, by necessity, projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that are difficult to measure. The accuracy of any reserve estimate is a function of the quality of available data, engineering, and geological interpretation and judgment. Estimates of economically recoverable oil and natural gas reserves and future net cash flows necessarily depend upon a number of variable factors and assumptions. These factors and assumptions include historical production from the area compared with production from other producing areas, the assumed effect of regulations by governmental agencies, and assumptions governing future oil and natural gas prices. For these reasons, estimates of the economically recoverable quantities of expected oil and natural gas and estimates of the future net cash flows may vary substantially.

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Any significant variance in the assumptions could materially affect the estimated quantity of reserves, which could affect the carrying value of our oil and natural gas properties and/or the rate of depletion related to oil and natural gas properties.

Oil and Gas Properties

We use the successful efforts method of accounting for oil and natural gas producing properties, as further defined under ASC 932, Extractive Activities—Oil and Natural Gas. Under this method, costs to acquire mineral interests in oil and natural gas properties are capitalized. The costs of non-producing mineral interests and associated acquisition costs are capitalized as unproved properties pending the results of leasing efforts and drilling activities of E&P operators on our interests. As unproved properties are determined to have proved reserves, the related costs are transferred to proved oil and gas properties. Capitalized costs for proved oil and natural gas mineral interests are depleted on a unit-of-production basis over total proved reserves. For depletion of proved oil and gas properties, interests are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic conditions.

Impairment of Oil and Gas Properties

We evaluate our proved properties for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When assessing proved properties for impairment, we compare the expected undiscounted future cash flows of the proved properties to the carrying amount of the proved properties to determine recoverability. If the carrying amount of proved properties exceeds the expected undiscounted future net cash flows, the carrying amount is written down to the properties’ estimated fair value, which is measured as the present value of the expected future net cash flows of such properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, and a risk-adjusted discount rate. The proved property impairment test is primarily impacted by future commodity prices, changes in estimated reserve quantities, estimates of future production, overall proved property balances, and depletion expense. If pricing conditions decline or are depressed, or if there is a negative impact on one or more of the other components of the calculation, we may incur proved property impairments in future periods and such amounts may be material.

Based on future commodity prices as of March 31, 2024, we currently do not anticipate having to record any impairment charges for our proved properties in the Permian Basin, Eagle Ford, or Williston Basin in the near future. We estimate that if future commodity prices were to decline by approximately 5% from March 31, 2024 to a future quarter-end date, estimated future net cash flows for our DJ Basin proved properties would approximate the carrying amount of the properties and an impairment charge would be necessary under GAAP. Any such impairment charge may be material. We are unable, however, to predict commodity pricing with any greater precision than the futures market.

Unproved oil and gas properties are assessed periodically for impairment of value, and a loss is recognized at the time of impairment by charging capitalized costs to expense. Impairment is assessed based on when facts and circumstances indicate that the carrying value may not be recoverable, at which point an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value. Factors used in the assessment include, but are not limited to, commodity price outlooks, current and future operator activity, and analysis of recent mineral transactions in the surrounding area.

Crude Oil, Natural Gas and NGLs Reserve Quantities and Standardized Measure of Oil and Gas

Our estimates of crude oil, natural gas and NGLs reserves and associated future net cash flows are prepared by our independent reservoir engineers. The SEC has defined proved reserves as the estimated quantities of oil and gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. The process of estimating crude oil, natural gas and NGLs reserves is complex, requiring significant decisions in the evaluation of available geological, geophysical, engineering and economic data. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the decisions and variances in available data for various properties increase the likelihood of significant changes in these estimates. If such changes are material, they could significantly affect future amortization of capitalized costs and result in impairment of assets that may be material.

There are numerous uncertainties inherent in estimating quantities of proved crude oil, natural gas and NGLs reserves. Crude oil, natural gas and NGLs reserve engineering is a process of estimating underground accumulations of crude oil, natural gas and NGLs that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify positive or negative revisions of reserve estimates.

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Revenue Recognition

Mineral and royalty interests represent the right to receive revenues from the sale of oil, natural gas and NGLs, less production taxes and post-production expenses. The prices of oil, natural gas, and NGLs from the properties in which we own a mineral or royalty interest are primarily determined by supply and demand in the marketplace and can fluctuate considerably. As an owner of mineral and royalty interests, we have no working interest or operational control over the volumes and methods of sale of the oil, natural gas, and NGL produced and sold from our properties. We do not explore, develop, or operate the properties and, accordingly, do not incur any of the associated costs. As we do not operate any of the wells for which we receive royalties, we have limited visibility into the timing of when new wells start producing and production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, we are required to estimate the amount of production delivered to the purchaser and the price that we will receive for the sale of the product. The expected sales volumes and prices for these properties are estimated and recorded within the Accrued revenue and accounts receivable line item in the accompanying unaudited condensed consolidated balance sheets. Differences between our estimates and the actual amounts received for oil and natural gas sales are recorded in the month that payment is received from the third party.

Oil, natural gas, and NGLs revenues from our mineral and royalty interests are recognized when control transfers at the wellhead.

We also earn revenue related to lease bonuses by leasing our mineral interests to E&P companies. We recognize lease bonus revenue when the lease agreement has been executed and payment is determined to be collectible.

Contractual Obligations

As of March 31, 2024, we did not have any material capital lease obligations, operating lease obligations, debt, or long-term liabilities, other than borrowings under the Sitio Revolving Credit Facility, borrowings under the 2028 Senior Notes and operating lease agreements for office space. Please see “—Our Revolving Credit Facility” for a description of the Sitio Revolving Credit Facility, and “—2028 Senior Notes” for a description of the 2028 Senior Notes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in oil, natural gas and NGLs prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for purposes other than speculative trading.

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to the oil, natural gas, and NGLs production of our E&P operators, which affects the royalty payments we receive from our E&P operators. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil, natural gas, and NGLs production has been volatile and unpredictable for several years and we expect this volatility to continue in the future. The prices that our operators receive for production depend on many factors outside of our or their control.

A $1.00 per Bbl change in our realized oil price would have resulted in a $1.7 million change in our oil revenues for the three months ended March 31, 2024. A $0.10 per Mcf change in our realized natural gas price would have resulted in a $500,000 change in our natural gas revenues for the three months ended March 31, 2024. A $1.00 per Bbl change in NGL prices would have resulted in a $719,000 change in our NGL revenues for the three months ended March 31, 2024. Royalties on oil sales contributed 86% of our mineral and royalty revenues for the three months ended March 31, 2024. Royalties on natural gas sales contributed 4% and royalties on NGL sales contributed 10% of our total mineral and royalty revenues for the three months ended March 31, 2024.

We may enter into derivative instruments from time to time, such as collars, swaps and basis swaps, to partially mitigate the impact of commodity price volatility. These hedging instruments allow us to reduce, but not eliminate, the potential effects of the variability in cash flow from operations due to fluctuations in oil, natural gas and NGL prices and provide increased certainty of cash flows for our acquisitions. However, these instruments provide only partial price protection against declines in oil, natural gas and NGL prices and may partially limit our potential gains from future increases in prices. Refer to “Note 11 – Derivative Instruments” for further information.

Counterparty and Customer Credit Risk

Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. While we do not require counterparties to our derivative contracts to post collateral, we evaluate the credit standing of such counterparties as we deem appropriate. All counterparties have high credit ratings and are current lenders under the Sitio Revolving Credit Facility. For these

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contracts, we are not required to provide any credit support to our counterparties other than cross collateralization with the properties securing the Sitio Revolving Credit Facility. Our derivative contracts are documented with industry standard contracts known as a Schedule to the Master Agreement and ISDAs. Typical terms for the ISDAs include credit support requirements, cross default provisions, termination events, and set-off provisions. We have set-off provisions with the Sitio Revolving Credit Facility lenders that, in the event of counterparty default, allow us to set-off amounts owed under the Sitio Revolving Credit Facility or other general obligations against amounts owed to the Company for derivative contract assets.

Our principal exposures to credit risk are through receivables generated by the production activities of our operators. The inability or failure of our significant operators to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

Interest Rate Risk

Our primary exposure to interest rate risk results from outstanding borrowings under the Sitio Revolving Credit Facility which has a floating interest rate. The average annual interest rate incurred on our borrowings under the Sitio Revolving Credit Facility and 2028 Senior Notes during the three months ended March 31, 2024 was 7.89%. We estimate that an increase of 1.0% in the average interest rate during the three months ended March 31, 2024 would have resulted in an approximate $2.1 million increase in interest expense.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2024, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Although we are, from time to time, involved in various legal claims arising out of our operations in the normal course of business, we do not believe that the resolution of these matters will have a material adverse impact on our financial condition or results of operations. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any claim or proceeding would not have a material adverse effect on our business, financial condition, results of operations and ability to make quarterly dividends to our stockholders.

For further information regarding legal proceedings, refer to “Note 14 – Commitments and Contingencies” in the notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

Factors that could materially adversely affect our business, financial condition, results of operations or liquidity and the trading price of our Class A Common Stock are described under the caption “Item 1A. Risk Factors” in our Annual Report filed with the SEC on February 29, 2024. There have been no material changes in our risk factors from those previously disclosed in our Annual Report.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following table sets forth our share purchase activity for each period presented:

Period	Total Number of Shares Purchased(1)		Average Price Paid Per Share(2)		Total Number of Shares Repurchased as Part of Publicly Announced Plans		Maximum Dollar Value of Shares That May Yet be Repurchased as Part of Publicly Announced Plans (in thousands)(3)
January 1, 2024 - January 31, 2024		961	$	22.06		—		—
February 1, 2024 - February 29, 2024		—		—		—	$	200,000
March 1, 2024 - March 31, 2024		570,663		23.73		545,527	$	187,043
Total		571,624	$	23.73		545,527

(1)The total number of shares purchased includes 26,097 shares repurchased representing shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of share-based compensation awards.

(2)Excludes commissions paid and excise taxes accrued related to stock repurchases.

(3)On February 28, 2024, our Board authorized a share repurchase program that allows us to repurchase up to $200.0 million of our Class A Common Stock and Sitio OpCo Partnership Units. During the three months ended March 31, 2024, we repurchased 545,527 shares of Class A Common Stock under the Share Repurchase Pirogram for approximately $13.0 million.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

Third Amendment to Third Amended and Restated Credit Agreement

On May 3, 2024, Sitio OpCo and the other guarantors party thereto entered into the Third Amendment to the Sitio Revolving Credit Facility, pursuant to which the Credit Agreement was amended to (i) effectuate the scheduled redetermination of the borrowing base intended to be effective on or about April 1, 2024 by reaffirming the borrowing base at $850,000,000, (ii) amend certain dates applicable to the scheduled redetermination of the borrowing base and (iii) amend certain other terms of the Credit Agreement, in each case, on the terms and subject to the conditions set forth therein.

Trading Arrangements

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

The following documents are filed as part of this Quarterly Report on Form 10-Q or incorporated herein by reference.

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, dated as of December 28, 2022, effective as of December 29, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 29, 2022).
3.2	Amended and Restated Bylaws of the Company, adopted on December 29, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 29, 2022).
10.1***	Third Amended and Restated Credit Agreement, dated as of February 3, 2023, 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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 8, 2023).
10.2***	First Amendment to Third Amended and Restated Credit Agreement, dated as of September 22, 2023, 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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2023).
10.3	Second Amendment to Third Amended and Restated Credit Agreement, dated as of December 20, 2023, 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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2023).
10.4*	Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 3, 2024, 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.
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

*** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Sitio will furnish a copy of any omitted schedule or exhibit to the SEC upon request.

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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 thereunto duly authorized.

	SITIO ROYALTIES CORP.
Date: May 8, 2024	By:	/s/ Christopher L. Conoscenti
		Christopher L. Conoscenti
		Chief Executive Officer
		(Principal Executive Officer, Director)
Date: May 8, 2024	By:	/s/ Carrie L. Osicka
		Carrie L. Osicka
		Chief Financial Officer
		(Principal Financial Officer and  Principal Accounting Officer)

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