EXPLANATORY NOTE
Sitio Royalties Corp., a Delaware corporation (the Registrant, we, us or our), is filing this Form 8-A in connection with the transfer of the listing of its Class A common stock, par value $0.0001 per share (Class A common stock), and warrants, each four to purchase one share of Class A
common stock (warrants), on the New York Stock Exchange and the NYSE American LLC, respectively, effective as of the close of trading on June 13, 2022.
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are the Class A common stock and warrants. The following summary of the material terms of the Class A
common stock and warrants is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our third amended and restated certificate of incorporation (our A&R
Charter), incorporated by reference as an exhibit to the Registrants Current Report on Form 8-K, filed on June 6, 2022 (the Form 8-K), and
our amended and restated bylaws (bylaws) and the warrant agreement, dated July 20, 2017, between the Registrant and Continental Stock Transfer & Trust Company (the Warrant Agreement), in each case incorporated
by reference as exhibits to the Registrants Annual Report on Form 10-K for the year ended December 31, 2021, and applicable Delaware law, including the Delaware General Corporation Law (the
DGCL). We urge you to read our A&R Charter, our bylaws and the Warrant Agreement in their entirety for a complete description of the rights and preferences of the Class A common stock and warrants, as applicable. Our A&R
Charter authorizes the issuance of 240,000,000 shares of Class A common stock, 120,000,000 shares of Class C common stock, par value $0.0001 per share (Class C common stock), and 1,000,000 shares of preferred stock, par
value $0.0001 per share (preferred stock).
Common Stock
Class A common stock
Holders of the
Class A common stock are entitled to one vote for each share held on all matters to be voted on by the Registrants stockholders. Holders of the Class A common stock and holders of the Class C common stock vote together as a
single class on all matters submitted to a vote of the Registrants stockholders, except as required by law or the A&R Charter. Notwithstanding the foregoing, except as otherwise required by law or the A&R Charter (including any
preferred stock designation), holders of shares of Class A common stock shall not be entitled to vote on any amendment to the A&R Charter (including any amendment to any preferred stock designation) that relates solely to the terms of one
or more outstanding series of preferred stock or other series of common stock if the holders of such affected series of preferred stock or common stock, as applicable, are entitled, either separately or together with the holders of one or more other
such series, to vote thereon pursuant to the A&R Charter (including any preferred stock designation) or as required by applicable provisions of the DGCL or applicable stock exchange rules. In addition, holders of Class A common stock,
voting as a separate class, are entitled to approve any amendment, alteration or repeal of any provision of the A&R Charter (whether by merger, consolidation or otherwise), if such amendment, alteration or repeal would alter or change, in a
manner adverse to the holders of the Class A common stock, the powers, preferences or rights of the Class A common stock, relative to the powers, preferences or rights of any other class of common stock, as such relative powers,
preferences or rights exist as of the date of the A&R Charter.
Holders of shares of our Class A common stock are entitled to ratably receive
dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable
to any outstanding preferred stock.
In the event of a liquidation, dissolution or winding up of the Registrant, holders of the Class A common stock
are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the Class A common stock.
The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no
redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock are fully paid and non-assessable.
Class C common stock
Holders of the
Class C common stock are entitled to one vote for each share held on all matters to be voted on by the Registrants stockholders. Holders of the Class A common stock and holders of the Class C common stock vote together as a
single class on all matters submitted to a vote of the Registrants stockholders, except as required by law or the A&R Charter. Notwithstanding the foregoing, except as otherwise required by law or the A&R Charter (including any
preferred stock designation), holders of shares of Class C common stock shall not be entitled to vote on any amendment to the A&R Charter (including any amendment to any preferred stock designation) that relates solely to the terms of one
or more outstanding series of preferred stock or other series of common stock if the holders of such affected series of preferred stock or common stock, as applicable, are entitled, either separately or together with the holders of one or more other
such series, to vote thereon pursuant to the A&R Charter (including any preferred stock designation) or as required by applicable provisions of the DGCL or applicable stock exchange rules. In addition, holders of Class C common stock,
voting as a separate class, are entitled to approve any