POSASR

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POSASR 1 d80532dposasr.htm POSASR POSASR

As filed with the U.S. Securities and Exchange Commission on August 19, 2025

Registration No. 333-269228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO FORM S-3

REGISTRATION STATEMENT NO. 333-269228

UNDER

THE SECURITIES ACT OF 1933

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.)

500 West Texas Ave., Suite 100

Midland, Texas 79701

(432) 221-7400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Teresa L. Dick

Executive Vice President, Chief Financial Officer and Assistant Secretary

500 West Texas Ave., Suite 100

Midland, Texas 79701

(432) 221-7400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven R. Green

Wachtell, Lipton Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 7(a)(2)(B) of the Securities Act ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-269228) filed by Sitio Royalties Corp., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission on January 13, 2023, as amended by Post-Effective Amendment No. 1 filed on August 11, 2023 (the “Registration Statement”), registering (i) 1,144,718 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that may be issued upon the exercise of 4,578,872 private placement warrants, each four entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of approximately $44.41 per share, (ii) 73,734,001 shares of Class A Common Stock for resale by selling stockholders pursuant to Registration Rights Agreements dated August 23, 2018, January 11, 2022, December 29, 2022 and June 14, 2023 and (iii) 2,508,490 shares of Class A Common Stock, into which 2,508,490 shares of the Company’s Class C common stock, par value $0.0001 per share, together with 2,508,490 common units representing limited partner interests in Sitio Royalties Operating Partnership, LP, issued in connection with the acquisition of certain mineral and royalty interests, are redeemable.

On August 19, 2025 (the “Closing Date”), the transactions contemplated by that certain Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated June 2, 2025, by and among the Company, Sitio Royalties Operating Partnership, LP, Viper Energy, Inc., Viper Energy Partners LLC, New Cobra Pubco, Inc. (“New Viper”), Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc. were consummated. On the Closing Date, the Company became a direct wholly owned subsidiary of New Viper, a new holding company that was subsequently renamed “Viper Energy, Inc.”

As a result of the completion of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration by means of this Post-Effective Amendment all such securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 19th day of August, 2025.


SITIO ROYALTIES CORP.

By:	/s/ Teresa L. Dick
	Name:	Teresa L. Dick
	Title:	Executive Vice President, Chief Financial Officer and Assistant Secretary

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance on Rule 478 under the Securities Act of 1933, as amended.

SEC Form POSASR filed by Sitio Royalties Corp.