FLMNW / Falcon Minerals Corp - Warrants(21/07/2022) - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 02, 2025, pursuant to the provisions of Rule 12d2-2 (a).

US82982V1017 / Sitio Royalties Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Str Sub Inc (Name of Issuer) Common Stock (Title of Class of Securities) 82982V101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

STR / Sitio Royalties Corp. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sitio Royalties Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 82983N108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

US82982V1017 / Sitio Royalties Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Str Sub Inc (Name of Issuer) Common Stock (Title of Class of Securities) 82982V101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

US82982V1017 / Sitio Royalties Corp / ADAGE CAPITAL PARTNERS GP, L.L.C. - STR SUB INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* STR Sub Inc. (f/k/a Sitio Royalties Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box

FLMN / Falcon Minerals Corp / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sitio Royalties Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 82983N108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38158 STR Sub Inc.* (Exact name of Issuer as specified in its charter)

US82982V1017 / Sitio Royalties Corp / Source Energy Partners, LLC - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings

As filed with the Securities and Exchange Commission on January 3, 2023

As filed with the Securities and Exchange Commission on January 3, 2023 Registration No.

US82982V1017 / Sitio Royalties Corp / Kimmeridge Energy Management Company, LLC - SITIO ROYALTIES CORP. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sitio Royalties Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) Benjamin Dell Kimmeridge Energy Management Company, LLC 412 West 15th Street - 11th Floor New York, NY 10011 Eleazer Klei

As filed with the Securities and Exchange Commission on January 3, 2023

S-8 POS As filed with the Securities and Exchange Commission on January 3, 2023 Registration No.

As filed with the Securities and Exchange Commission on December 30, 2022

As filed with the Securities and Exchange Commission on December 30, 2022 Registration Nos.

As filed with the Securities and Exchange Commission on December 30, 2022

POS AM 1 d401515dposam.htm POS AM As filed with the Securities and Exchange Commission on December 30, 2022 Registration Nos. 333-227250 333-259668 333-266182 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Statement No. 333-227250 Form S-3 Registration Statement No. 333-259668 Form S-3 Registration Statement No. 333-

As filed with the Securities and Exchange Commission on December 30, 2022

As filed with the Securities and Exchange Commission on December 30, 2022 Registration Nos.

SITIO ROYALTIES AND BRIGHAM MINERALS ANNOUNCE COMPLETION OF MERGER

Exhibit 99.1 SITIO ROYALTIES AND BRIGHAM MINERALS ANNOUNCE COMPLETION OF MERGER DENVER, Colorado?December 29, 2022?Sitio Royalties Corp. (NYSE: STR) (?Sitio? or the ?Company?) and Brigham Minerals, Inc. (?Brigham?) today announced the successful completion of their merger, combining as Sitio Royalties Corp. The combination brings together two of the largest public companies in the mineral and roya

FLMN / Falcon Minerals Corp / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 (Name, Address and Telephone Number of

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 09, 2023, pursuant to the provisions of Rule 12d2-2 (a).

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).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STR SUB INC. December 29, 2022 STR Sub Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the ?DGCL?), hereby certifies as follows: 1. The original name of the Corporation was SPAC CORP. 2. The Original Certificate of

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 STR Sub Inc. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other Jurisdiction of Incorporation) (Commission File No.

Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of December 29, 2022, by and among Sitio Royalties Operating Partnership, LP, as borrower, the guarantors party thereto, the lenders from time to time party thereto as lenders, and Bank of America, N.A. as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to our predecessor’s Current Report on Form 8-K filed on December 29, 2022).

Exhibit 10.1 Execution Version FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Fourth Amendment to Second Amended and Restated Credit Agreement (this ?Fourth Amendment?) dated as of December 29, 2022 (the ?Fourth Amendment Effective Date?), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (the ?Borrower?), each of the Guarantors, each of the

Amended and Restated Bylaws of STR Sub Inc., adopted on December 29, 2022.

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF STR SUB INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of STR Sub Inc. (the ?Corporation?) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the

Warrant Agreement Assignment, Assumption and Amendment Agreement, dated as of December 29, 2022, among Sitio Royalties Corp., STR Sub Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 29, 2022).

Exhibit 4.1 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among Sitio Royalties Corp., STR Sub Inc. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 29, 2022 THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this ?Agreement?), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the ?New Sitio?), STR Sub In

First Amendment to Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP, dated as of December 28, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 29, 2022).

Exhibit 10.4 Execution Version SITIO ROYALTIES OPERATING PARTNERSHIP, LP FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated December 28, 2022 This AMENDMENT (this ?Amendment?) to the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the ?Partnership?), dated as of June 7, 2022 (as amended, supplemented or o

Assignment, Assumption and Amendment of Director Designation Agreement, dated as of December 29, 2022, by and among Sitio Royalties Corp., STR Sub Inc. and certain principal stockholders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 29, 2022).

Exhibit 10.3 Execution Version ASSIGNMENT, ASSUMPTION AND AMENDMENT OF DIRECTOR DESIGNATION AGREEMENT Dated December 29, 2022 THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this ?Agreement?), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the ?New Sitio?), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon

First Amendment to Note Purchase Agreement, among Opco LP and guarantors party thereto, dated December 29, 2022.

Exhibit 10.2 Execution Version FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT This First Amendment to Note Purchase Agreement (this ?Amendment?), dated as of December 29, 2022 (the ?First Amendment Effective Date?), to that certain Note Purchase Agreement, dated as of September 21, 2022 (the ?Existing Note Purchase Agreement?; as amended by this Amendment, and as the same may be further amended, modif

FLMN / Falcon Minerals Corp / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* FALCON MINERALS CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) November 23, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 Sitio Royalties Corp. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 Sitio Royalties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2022 Sitio Royalties Corp. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission

Filed by Sitio Royalties Corp.

Filed by Sitio Royalties Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sitio Royalties Corp. Commission File No. 001-38158 Date: November 10, 2022 3Q 2022 Earnings Presentation A Leading Mineral and Royalty Business November 8, 2022 . Disclaimer FORWARD-LOOKING STATEMENTS This communic

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organizati

Sitio Royalties REPORTS third QUARTER 2022 OPERATIONAL AND FINANCIAL RESULTS record high AVERAGE DAILY PRODUCTION VOLUME OF 17,990 BOE/D; pro forma average daily production volume of 18,571 boe/d, including momentum minerals volumes for the entire th

Exhibit 99.1 Sitio Royalties REPORTS third QUARTER 2022 OPERATIONAL AND FINANCIAL RESULTS record high AVERAGE DAILY PRODUCTION VOLUME OF 17,990 BOE/D; pro forma average daily production volume of 18,571 boe/d, including momentum minerals volumes for the entire third quarter 2022 DECLARED $0.72 DIVIDEND PER SHARE OF CLASS A COMMON STOCK, a sequential increase of $0.01 per share despite a decrease o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents 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 September 30, 2022 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: 001-38158 Sitio Royalties Corp.

The date of this Prospectus Supplement is October 28, 2022.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266182 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated August 3, 2022) This Prospectus Supplement No. 1 (this ?Prospectus Supplement?) amends and supplements information contained in that certain prospectus, forming a part of that certain registration statement on Form S-3 originally filed with the U.S. Securities and Exchange Commission (the

. Disclaimer FORWARD-LOOKING STATEMENTS This communication relates to a proposed business combination transaction (the “Merger”) between Brigham and Sitio and the information included herein and in any oral statements made in connection herewith incl

Exhibit 99.1 Investor Presentation A Leading Mineral and Royalty Business October 25, 2022 . Disclaimer FORWARD-LOOKING STATEMENTS This communication relates to a proposed business combination transaction (the ?Merger?) between Brigham and Sitio and the information included herein and in any oral statements made in connection herewith include ?forward-looking statements? within the meaning of Sect

. Disclaimer FORWARD-LOOKING STATEMENTS This communication relates to a proposed business combination transaction (the “Merger”) between Brigham and Sitio and the information included herein and in any oral statements made in connection herewith incl

EX-99.1 Exhibit 99.1 Investor Presentation A Leading Mineral and Royalty Business October 25, 2022 . Disclaimer FORWARD-LOOKING STATEMENTS This communication relates to a proposed business combination transaction (the “Merger”) between Brigham and Sitio and the information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2022 SITIO ROYALTIES

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organizati

FLMN / Falcon Minerals Corp / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 (Name, Address and Telephone

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 SITIO ROYALTIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission

Third Amendment to Second Amended and Restated Credit Agreement, dated as of September 21, 2022, by and among Sitio Royalties Operating Partnership, LP, as borrower, the guarantors party thereto, the lenders from time to time party thereto as lenders, and Bank of America, N.A. as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to our predecessor’s Current Report on Form 8-K filed on September 23, 2022).

Exhibit 10.1 Execution Version THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Second Amended and Restated Credit Agreement (this ?Third Amendment?) dated as of September 21, 2022 (the ?Third Amendment Effective Date?), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (the ?Borrower?), each of the Guarantors, each of the Len

Note Purchase Agreement, dated as of September 21, 2022, by and among Sitio Royalties Operating Partnership, LP, as issuer, the subsidiary guarantors party thereto, the financial institutions from time to time party thereto as holders, and U.S. Bank Trust Company, National Association, as agent for the holders (incorporated by reference to Exhibit 10.2 to our predecessor’s Current Report on Form 8-K filed on September 23, 2022).

Exhibit 10.2 Execution Version THE NOTES ISSUED PURSUANT TO THIS NOTE PURCHASE AGREEMENT HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND U.S. TREASURY REGULATION SECTION 1.1273-1 PROMULGATED THEREUNDER). THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY OF THE NOTES MAY BE OBTAINED BY WRITING TO THE ISSUER

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commissio

Support Agreement, dated as of September 6, 2022, by and among Sitio Royalties Corp., Source Energy Leasehold, LP, Permian Mineral Acquisitions, LP and Brigham Minerals, Inc.

Exhibit 10.3 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the ?Agreement?), between Sitio Royalties Corp., a Delaware corporation (?Parent?), Source Energy Leasehold, LP, a Delaware limited partnership (?SEL?) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (?PMA? and together with SEL, each, a ?Holder? and together, the ?Holde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2022 (September 6, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2022 (September 6, 2022) SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorp

Support Agreement, dated as of September 6, 2022, by and among Sitio Royalties Corp., BX Royal Aggregator LP, Rock Ridge Royalty Company LLC and Brigham Minerals, Inc.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the ?Agreement?), between Sitio Royalties Corp., a Delaware corporation (?Parent?), BX Royal Aggregator LP, a Delaware limited partnership (?Royal Aggregator?) and Rock Ridge Royalty Company LLC, a Delaware limited liability company (?Rock Ridge? and together with Royal Aggregator, each, a ?

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2022 (September 6, 2022) SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorp

Support Agreement, dated as of September 6, 2022, by and among Sitio Royalties Corp., KMF DPM HoldCo, LLC, Chambers DPM HoldCo, LLC and Brigham Minerals, Inc. (incorporated by reference to Exhibit 10.2 to our predecessor’s Current Report on Form 8-K filed on September 12, 2022).

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the ?Agreement?), between Sitio Royalties Corp., a Delaware corporation (?Parent?), KMF DPM HoldCo, LLC (?KMF?), Chambers DPM HoldCo, LLC (?Chambers?, and together with KMF, collectively, the ?Holders?), and Brigham Minerals, Inc., a Delaware corporation (the ?Company?). W I T N E S S E T H:

Support Agreement, dated as of September 6, 2022, by and among Sitio Royalties Corp., KMF DPM HoldCo, LLC, Chambers DPM HoldCo, LLC and Brigham Minerals, Inc.

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the ?Agreement?), between Sitio Royalties Corp., a Delaware corporation (?Parent?), KMF DPM HoldCo, LLC (?KMF?), Chambers DPM HoldCo, LLC (?Chambers?, and together with KMF, collectively, the ?Holders?), and Brigham Minerals, Inc., a Delaware corporation (the ?Company?). W I T N E S S E T H:

Agreement and Plan of Merger, dated as of September 6, 2022, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Snapper Merger Sub I, Inc., Snapper Merger Sub II, LLC, Brigham Minerals, Inc. and Brigham Minerals Holdings LLC (incorporated by reference to Exhibit 2.1 to our predecessor’s Current Report on Form 8-K filed on September 12, 2022).

AGREEMENT AND PLAN OF MERGER among SITIO ROYALTIES CORP., SITIO ROYALTIES OPERATING PARTNERSHIP, LP, SNAPPER MERGER SUB I, INC., SNAPPER MERGER SUB II, LLC, BRIGHAM MINERALS, INC. and BRIGHAM MINERALS HOLDINGS, LLC Dated as of September 6, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1.1 Certain Definitions 3 1.2 Terms Defined Elsewhere 3 Article II THE MERGERS 2.1 Post-Signing Transa

Support Agreement, dated as of September 6, 2022, by and among Sitio Royalties Corp., Source Energy Leasehold, LP, Permian Mineral Acquisitions, LP and Brigham Minerals, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 12, 2022).

Exhibit 10.3 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the ?Agreement?), between Sitio Royalties Corp., a Delaware corporation (?Parent?), Source Energy Leasehold, LP, a Delaware limited partnership (?SEL?) and Permian Mineral Acquisitions, LP, a Delaware limited partnership (?PMA? and together with SEL, each, a ?Holder? and together, the ?Holde

Support Agreement, dated as of September 6, 2022, by and among Sitio Royalties Corp., BX Royal Aggregator LP, Rock Ridge Royalty Company LLC and Brigham Minerals, Inc. (incorporated by reference to Exhibit 10.1 to our predecessor’s Current Report on Form 8-K filed on September 12, 2022).

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the ?Agreement?), between Sitio Royalties Corp., a Delaware corporation (?Parent?), BX Royal Aggregator LP, a Delaware limited partnership (?Royal Aggregator?) and Rock Ridge Royalty Company LLC, a Delaware limited liability company (?Rock Ridge? and together with Royal Aggregator, each, a ?

Agreement and Plan of Merger, dated as of September 6, 2022, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Snapper Merger Sub I, Inc. and Snapper Merger Sub II, LLC, Brigham Minerals, Inc. and Brigham Mineral Holdings LLC.

AGREEMENT AND PLAN OF MERGER among SITIO ROYALTIES CORP., SITIO ROYALTIES OPERATING PARTNERSHIP, LP, SNAPPER MERGER SUB I, INC., SNAPPER MERGER SUB II, LLC, BRIGHAM MINERALS, INC. and BRIGHAM MINERALS HOLDINGS, LLC Dated as of September 6, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 1.1 Certain Definitions 3 1.2 Terms Defined Elsewhere 3 Article II THE MERGERS 2.1 Post-Signing Transa

FLMN / Falcon Minerals Corp / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 (Name, Address and Telephone Number of

VOTING AND SUPPORT AGREEMENT

EX-99.14 Exhibit 14 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp., a Delaware corporation (“Parent”), BX Royal Aggregator LP, a Delaware limited partnership (“Royal Aggregator”) and Rock Ridge Royalty Company LLC, a Delaware limited liability company (“Rock Ridge” and together with Royal Aggregator, ea

JOINT FILING AGREEMENT

EX-99.13 EXHIBIT 13 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment,

VOTING AND SUPPORT AGREEMENT

EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT, dated as of September 6, 2022 (the “Agreement”), between Sitio Royalties Corp.

US82982V1017 / Sitio Royalties Corp / Source Energy Partners, LLC - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 eh22028459713da1-src.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Office

US82982V1017 / Sitio Royalties Corp / Kimmeridge Energy Management Company, LLC - SITIO ROYALTIES CORP. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sitio Royalties Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) Benjamin Dell Kimmeridge Energy Management Company, LLC 412 West 15th Street - 11th Floor New York, NY 10011 Eleazer Klei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 SITIO ROYALTIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission

September 6, 2022 Merger of Sitio and Brigham The Leading Mineral and Royalty Consolidator

EX-99.2 3 dp179986ex9902.htm EXHIBIT 99.2 Exhibit 99.2 September 6, 2022 Merger of Sitio and Brigham The Leading Mineral and Royalty Consolidator . 2 Disclaimer FORWARD - LOOKING STATEMENTS This communication relates to a proposed business combination transaction (the “Merger”) between Brigham and Sitio and the in for mation included herein and in any oral statements made in connection herewith in

September 6, 2022 Merger of Sitio and Brigham The Leading Mineral and Royalty Consolidator

Exhibit 99.2 September 6, 2022 Merger of Sitio and Brigham The Leading Mineral and Royalty Consolidator . 2 Disclaimer FORWARD - LOOKING STATEMENTS This communication relates to a proposed business combination transaction (the ?Merger?) between Brigham and Sitio and the in for mation included herein and in any oral statements made in connection herewith include ?forward - looking statements? withi

Sitio Royalties and Brigham Minerals Merger Announcement Call September 6, 2022

Filed by Sitio Royalties Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sitio Royalties Corp. Commission File No. 001-38158 Date: September 6, 2022 Sitio Royalties and Brigham Minerals Merger Announcement Call September 6, 2022 CORPORATE PARTICIPANTS Christopher L. Conoscenti Sitio Roya

Sitio Royalties and brigham minerals to combine in $4.8 billion ALL-stock, AT-MARKET merger, forming A premier consolidator of oil and gas mineral and royalty interestS

Exhibit 99.1 Sitio Royalties and brigham minerals to combine in $4.8 billion ALL-stock, AT-MARKET merger, forming A premier consolidator of oil and gas mineral and royalty interestS DENVER, Colorado and AUSTIN, Texas ?September 6, 2022? Sitio Royalties Corp. (NYSE: STR) (?Sitio?, "STR" or the ?Company?) and Brigham Minerals, Inc. (NYSE: MNRL) (?Brigham Minerals?, ?MNRL? or ?Brigham?) today announc

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission

Sitio Royalties and brigham minerals to combine in $4.8 billion ALL-stock, AT-MARKET merger, forming A premier consolidator of oil and gas mineral and royalty interestS

Exhibit 99.1 Sitio Royalties and brigham minerals to combine in $4.8 billion ALL-stock, AT-MARKET merger, forming A premier consolidator of oil and gas mineral and royalty interestS DENVER, Colorado and AUSTIN, Texas ?September 6, 2022? Sitio Royalties Corp. (NYSE: STR) (?Sitio?, "STR" or the ?Company?) and Brigham Minerals, Inc. (NYSE: MNRL) (?Brigham Minerals?, ?MNRL? or ?Brigham?) today announc

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents 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 June 30, 2022 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: 001-38158 Sitio Royalties Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organization

Form of Performance Stock Unit Agreement under the Sitio Royalties Corp. Long Term Incentive Plan

Exhibit 10.8 SITIO ROYALTIES CORP. Long Term Incentive Plan PERFORMANCE STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Sitio Royalties Corp. Long Term Incentive Plan, as amended from time to time (the ?Plan?), Sitio Royalties Corp. (the ?Company?) hereby grants to the individual listed below (?you? or the ?Participant?) the number of restricted stock units subject to performan

Form of Deferred Share Unit Agreement under the Sitio Royalties Corp. Long Term Incentive Plan

Exhibit 10.9 sitio royalties corp. Long Term Incentive Plan DEFERRED SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Sitio Royalties Corp. Long Term Incentive Plan, as amended from time to time (the ?Plan?), Sitio Royalties Corp., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) the number of Deferred Share Units

Sitio Royalties REPORTS SECOND QUARTER 2022 OPERATIONAL AND FINANCIAL RESULTS AVERAGE DAILY PRODUCTION VOLUME OF 12,402 BOE/D AND PRO FORMA AVERAGE DAILY PRODUCTION VOLUME OF 15,149 BOE/D INCLUDING FALCON MINERALS VOLUMES FOR THE ENTIRE SECOND QUARTE

Exhibit 99.1 Sitio Royalties REPORTS SECOND QUARTER 2022 OPERATIONAL AND FINANCIAL RESULTS AVERAGE DAILY PRODUCTION VOLUME OF 12,402 BOE/D AND PRO FORMA AVERAGE DAILY PRODUCTION VOLUME OF 15,149 BOE/D INCLUDING FALCON MINERALS VOLUMES FOR THE ENTIRE SECOND QUARTER 20221 ASSET FOOTPRINT INCREASED BY 65% TO 173,800 NET ROYALTY ACRES2 DECLARED $0.71 DIVIDEND PER SHARE OF CLASS A COMMON STOCK ACTIVE Q

Form of Restricted Stock Unit Agreement under the Sitio Royalties Corp. Long Term Incentive Plan (incorporated by reference to Exhibit 10.7 to our predecessor’s Quarterly Report on Form 10-Q filed on August 8, 2022).

Exhibit 10.7 SITIO ROYALTIES CORP. Long Term Incentive Plan RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Sitio Royalties Corp. Long Term Incentive Plan, as amended from time to time (the ?Plan?), Sitio Royalties Corp., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) the number of Restricted Stock Un

Sitio Royalties Corp. 70,478,065 Shares Class A Common Stock Offered by the Selling Stockholders

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266182 PROSPECTUS Sitio Royalties Corp. 70,478,065 Shares Class A Common Stock Offered by the Selling Stockholders This prospectus relates to the offer and sale, from time to time, in one or more offerings, by the selling stockholders named herein of up to 70,478,065 in the aggregate of Class A common stock, par value $0.0001

Sitio Royalties Corp. 1401 Lawrence Street, Suite 1750 Denver, Colorado 80202 (720) 640-7620

Sitio Royalties Corp. 1401 Lawrence Street, Suite 1750 Denver, Colorado 80202 (720) 640-7620 August 1, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. Street, NE Washington, DC 20549 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3, as amended (File No. 333-266182) of Sitio Royaltie

As filed with the Securities and Exchange Commission on July 28, 2022

Table of Contents As filed with the Securities and Exchange Commission on July 28, 2022 Registration No.

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organization)

SITIO ROYALTIES ANNOUNCES CLOSING OF ACQUISITION FROM MOMENTUM MINERALS

Exhibit 99.1 SITIO ROYALTIES ANNOUNCES CLOSING OF ACQUISITION FROM MOMENTUM MINERALS DENVER, Colorado?July 26, 2022? Sitio Royalties Corp. (NYSE: STR) (?Sitio? or the ?Company?) today announced it has completed the previously announced acquisition of over 12,200 net royalty acres (?NRAs,? when normalized to a 1/8th royalty equivalent) in the Permian Basin from Momentum Minerals, a Houston-based po

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organization)

INDEPENDENT AUDITORS’ REPORT

EX-99.1 4 d689261dex991.htm EX-99.1 Exhibit 99.1 INDEPENDENT AUDITORS’ REPORT To the Board of Managers of Rock Ridge Royalty Company LLC We have audited the accompanying financial statements of Rock Ridge Royalty Company LLC (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in members’ interest, and cash flows for

ROCK RIDGE ROYALTY COMPANY LLC CONDENSED BALANCE SHEETS (in thousands) March 31, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 8,517 $ 6,267 Accounts receivable 6,752 5,290 Prepaids and other current assets 40 79 Total curr

Exhibit 99.2 ROCK RIDGE ROYALTY COMPANY LLC CONDENSED BALANCE SHEETS UNAUDITED (in thousands) March 31, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 8,517 $ 6,267 Accounts receivable 6,752 5,290 Prepaids and other current assets 40 79 Total current assets 15,309 11,636 Property, plant and equipment, net: Oil and gas properties, full cost method of accounting 121,435 122

Independent Auditors’ Report

Exhibit 99.3 Independent Auditors? Report Those Charged With Governance Source Energy Partners, LLC: Report on the Statement of Revenues and Direct Expenses We have audited the accompanying Source Acquisition Statement of Revenues and Direct Expenses (the Financial Statement) as described in note 1, for the year ended December 31, 2020, and the related notes to the Financial Statement. Management?

SOURCE ACQUISITION STATEMENT OF REVENUES AND DIRECT EXPENSES (UNAUDITED) (in thousands) For the six months June 30, 2021 Revenues: Oil, natural gas and natural gas liquids $ 14,708 Lease bonus and other revenues 71 Total Revenues 14,779 Direct expens

Exhibit 99.4 SOURCE ACQUISITION STATEMENT OF REVENUES AND DIRECT EXPENSES (UNAUDITED) (in thousands) For the six months June 30, 2021 Revenues: Oil, natural gas and natural gas liquids $ 14,708 Lease bonus and other revenues 71 Total Revenues 14,779 Direct expenses (996 ) Revenues in excess of direct expenses $ 13,783 See accompanying Notes to the Statement of Revenues and Direct Expenses (Unaudit

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Sitio Royalties Corp.

Power of Attorney (included on the signature page of this Registration Statement)

Table of Contents As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

Second Amendment to Second Amended and Restated Credit Agreement, dated as of July 8, 2022, among Sitio Royalties Operating Partnership, LP, as borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the administrative agent and issuing bank (incorporated by reference to Exhibit 10.2 to our predecessor’s Current Report on Form 8-K filed on July 13, 2022).

Exhibit 10.2 Execution Version SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Second Amended and Restated Credit Agreement (this ?Second Amendment?) dated as of July 8, 2022 (the ?Second Amendment Effective Date?), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (?Borrower?), each of the Guarantors, each of the Lenders p

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission File

First Amendment to 364-Day Bridge Term Loan Agreement, dated as of July 8, 2022, among Sitio Royalties Operating Partnership, LP, as borrower, the lenders party thereto and Bank of America, N.A., as the administrative agent (incorporated by reference to Exhibit 10.1 to our predecessor’s Current Report on Form 8-K filed on July 13, 2022).

Exhibit 10.1 Execution Version FIRST AMENDMENT TO 364-DAY BRIDGE TERM LOAN AGREEMENT This First Amendment to 364-Day Bridge Term Loan Agreement (this ?First Amendment?) dated as of July 8, 2022 (the ?First Amendment Effective Date?), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (?Borrower?), each of the Guarantors, each of the Lenders party hereto and Bank of

FLMN / Falcon Minerals Corp / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 (Name, Address and Telephone

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 5, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organization)

JOINT FILING AGREEMENT

EX-99.12 EXHIBIT 12 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment,

The date of this Prospectus Supplement is July 1, 2022.

424B3 1 d559978d424b3.htm 424B3 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated September 28, 2018) Filed Pursuant to Rule 424(b)(3) Registration No. 333-227250 This Prospectus Supplement No. 1 (this “Prospectus Supplement”) amends and supplements information contained in that certain prospectus, forming a part of that certain registration statement on Form S-3 originally filed with the U.S. Secu

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission Fil

364-Day Bridge Term Loan Agreement, dated as of June 24, 2022, among Sitio Royalties Operating Partnership, LP, as borrower, the lenders party thereto and Bank of America, N.A., as the administrative agent (incorporated by reference to Exhibit 10.1 to our predecessor’s Current Report on Form 8-K filed on June 27, 2022).

EX-10.1 2 d371682dex101.htm EX-10.1 Exhibit 10.1 Execution Version 364-DAY BRIDGE TERM LOAN AGREEMENT DATED AS OF JUNE 24, 2022 AMONG SITIO ROYALTIES OPERATING PARTNERSHIP, LP, AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO BOFA SECURITIES, INC., AS JOINT LEAD ARRANGERS AND SOLE BOOKRUNNER BARCLAYS BANK PLC AND KEYBANK NATIONAL ASSOCIATION, AS JOINT LEAD A

First Amendment to Second Amended and Restated Credit Agreement, dated as of June 24, 2022, among Sitio Royalties Operating Partnership, LP, as borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the administrative agent and issuing bank (incorporated by reference to Exhibit 10.2 to our predecessor’s Current Report on Form 8-K filed on June 27, 2022).

Exhibit 10.2 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Second Amended and Restated Credit Agreement (this ?First Amendment?) dated as of June 24, 2022 (the ?First Amendment Effective Date?), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (?Borrower?), each of the Guarantors, each of the Lenders part

SITIO ROYALTIES ANNOUNCES HIGHLY ACCRETIVE PERMIAN BASIN ACQUISITIONS Adds 31,900 NRAs, bringing Company’s total to 173,700 NRAs Issues financial and operational guidance for second half of 2022

Exhibit 99.1 SITIO ROYALTIES ANNOUNCES HIGHLY ACCRETIVE PERMIAN BASIN ACQUISITIONS Adds 31,900 NRAs, bringing Company?s total to 173,700 NRAs Issues financial and operational guidance for second half of 2022 DENVER, Colorado?June 27, 2022? Sitio Royalties Corp. (NYSE: STR) (?Sitio? or the ?Company?) today announced it has (i) completed the acquisition of over 19,700 net royalty acres (?NRAs?) in t

FLMN / Falcon Minerals Corp / Source Energy Partners, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings

FLMN / Falcon Minerals Corp / Kimmeridge Energy Management Company, LLC - SITIO ROYALTIES CORP. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sitio Royalties Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82982V101 (CUSIP Number) Benjamin Dell Kimmeridge Energy Management Company, LLC 412 West 15th Street - 11th Floor New York, NY 10011 Eleazer Klein,

FLMN / Falcon Minerals Corp / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SITIO ROYALTIES CORP. (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 (Name, Address and Telephone

JOINT FILING AGREEMENT

EX-99.8 2 d368117dex998.htm EX-99.8 EXHIBIT 8 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38158 Sitio Royalties Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38158 Sitio Royalties Corp. Nasdaq Capital Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 1401 Lawre

KIMMERIDGE MINERAL FUND, LP AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022 AND 2021

Exhibit 99.4 KIMMERIDGE MINERAL FUND, LP AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2022 AND 2021 KIMMERIDGE MINERAL FUND, LP CONTENTS Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS F-1 CONDENSED CONSOLIDATED STATEMENTS OF INCOME F-2 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY F-3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS F-4 NOT

Combined Company Rebranded Sitio Royalties Corp. (NASDAQ: STR) Sitio Poised to Become Leading Oil-Weighted Mineral and Royalty Interest Consolidator

Exhibit 99.1 Desert Peak Minerals and Falcon Minerals Corporation Announce Completion of Merger 06/07/2022 Combined Company Rebranded Sitio Royalties Corp. (NASDAQ: STR) Sitio Poised to Become Leading Oil-Weighted Mineral and Royalty Interest Consolidator DENVER?(BUSINESS WIRE)? Desert Peak Minerals (?Desert Peak?) and Falcon Minerals Corporation (?Falcon?) today announced the successful completio

Letter to the Securities and Exchange Commission from Deloitte & Touche LLP, dated as of June 10, 2022.

EX-16.1 8 d319755dex161.htm EX-16.1 Exhibit 16.1 Deloitte & Touche LLP 1601 Wewatta Street Suite 400 Denver, CO 80202 United States Tel: +303 292 5400 Fax: +303 312 4000 www.deloitte.com June 10, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read item 4.01 of Falcon Minerals Corporation’s (now known as Sitio Royalties Corp.) Form 8

INFORMATION ABOUT DESERT PEAK

Exhibit 99.8 INFORMATION ABOUT DESERT PEAK Unless otherwise indicated, the historical financial and operating information presented in this ?Information About Desert Peak? is that of Kimmeridge Mineral Fund, LP, Desert Peak?s predecessor for financial reporting purposes, and its consolidated subsidiaries (the ?predecessor,? ?KMF? or the ?Partnership?), which includes the assets acquired in the Cha

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.3 13 d319755dex993.htm EX-99.3 Exhibit 99.3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Kimmeridge Mineral Fund, LP: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kimmeridge Mineral Fund, LP and subsidiaries (the Partnership) as of December 31, 2021 and 2020, the related consolidated stat

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sitio Royalties Corp. (Exact name of registrant as specified in its charter) Delaware 82-0820780 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1401 Lawrence St, Su

RISK FACTORS

Exhibit 99.7 RISK FACTORS Risk Factors Related to Desert Peak Risks Related to Desert Peak?s Business Desert Peak?s producing properties are located in the Permian Basin, making it vulnerable to risks associated with operating in a single geographic area. All of Desert Peak?s producing properties are currently geographically concentrated in the Permian Basin. As a result of this concentration, Des

As filed with the Securities and Exchange Commission on June 10, 2022

As filed with the Securities and Exchange Commission on June 10, 2022 Registration No.

Sitio Royalties Corp. Severance Plan (incorporated by reference to Exhibit 10.6 our predecessor’s Current Report on Form 8-K filed on June 10, 2022).

Exhibit 10.6 SITIO ROYALTIES CORP. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION 1. Purpose and Effective Date. Sitio Royalties Corp., a Delaware corporation (the ?Company?) has adopted this Severance Plan (this ?Plan?) to provide for the potential payment of severance benefits to Eligible Individuals (as defined below) in the event of certain terminations of employment as described herein. The Plan

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL STATEMENTS

Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in the definitive proxy statement filed by Falcon with the Securities and Exchange Commission (?SEC?) on May 5, 2022 (the ?Proxy Statement?). On January 11, 2022, Sitio Royalties Corp., a Delaware corporation (formerl

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to our predecessor’s Current Report on Form 8-K filed on June 10, 2022).

Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , 2022 by and between Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation), a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS

Mineral and royalty interest ownership provides unique, cost advantaged oil and gas exposure Differentiated, large-scale consolidation strategy across diversified operators Disciplined capital allocation focused on value creation and returns Best-in-

A Leading Mineral and Royalty Business Exhibit 99.2 Disclaimer FORWARD-LOOKING STATEMENTS This presentation relates to Sitio Royalties Corp. (the ?Company? or ?Sitio?) following the merger and related transactions (collectively, the ?Merger?) between the Company (formerly Falcon Minerals Corporation) and Desert Peak Minerals and release includes certain statements that may constitute ?forward-look

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 SITIO ROYALTIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation) (Commission File

Filing Fee Table

EX-FILING FEES 7 d141451dexfilingfees.htm EX1071 Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Sitio Royalties Corp. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule(3) Amount Registered Proposed Maximum Offering Price Per

Second Amended and Restated Credit Agreement, dated as of June 7, 2022, among Sitio Royalties Operating Partnership, LP, as borrower, KMF Land, LLC, Bank of America, N.A., as the administrative agent and issuing bank, the lenders party thereto and other financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.8 to our predecessor’s Current Report on Form 8-K filed on June 10, 2022).

Exhibit 10.8 Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 7, 2022 AMONG SITIO ROYALTIES OPERATING PARTNERSHIP, LP, AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK AND THE LENDERS PARTY HERETO BARCLAYS BANK PLC, CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION AND KEYBANK NATIONAL ASSOCIATION, AS CO-DOCUMENTATI

Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P., dated as of June 7, 2022 (incorporated by reference to Exhibit 10.3 to our predecessor’s Current Report on Form 8-K filed on June 10, 2022).

Exhibit 10.3 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SITIO ROYALTIES OPERATING PARTNERSHIP, LP. Dated as of June 7, 2022 THE UNITS REPRESENTED BY THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSI

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DESERT PEAK

Exhibit 99.5 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DESERT PEAK 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, 2021, 2020 and 2019 of Kimmeridge Mineral Fund, L.P. (?Desert Peak,? ?KMF,? ?our,? or ?we?) appearing as Exhibit 99.

Exhibit 10.4

Exhibit 10.4 Execution Version SITIO ROYALTIES CORP. LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Sitio Royalties Corp. Long Term Incentive Plan (the ?Plan?) is to provide a means through which (a) Sitio Royalties Corp., a Delaware corporation (the ?Company?), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing

Exhibit 10.5

Exhibit 10.5 Final Form DPM HOLDCO, LLC ASSIGNMENT AND ALLOCATION AGREEMENT This Assignment and Allocation Agreement (this ?Agreement?) is made and entered into as of June 6, 2022 (the ?Effective Date?) by and between KMF DPM HoldCo, LLC, Chambers DPM HoldCo, LLC, Rock Ridge Royalty Company LLC, Source Energy Leasehold, LP and Permian Mineral Acquisitions, LP (collectively, the ?Sponsors?), DPM Ho

Third Amended and Restated Certificate of Incorporation of the Company, dated June 3, 2022 (incorporated by reference to Exhibit 3.1 to Sitio’s Current Report on Form 8-K filed on June 6, 2022).

EX-3.1 2 d334621dex31.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FALCON MINERALS CORPORATION June 3, 2022 FALCON MINERALS CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 SITIO ROYALTIES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (Commission File Num

Falcon Minerals Corporation Announces Stockholder Approval of Merger with Desert Peak Minerals

Exhibit 99.1 Falcon Minerals Corporation Announces Stockholder Approval of Merger with Desert Peak Minerals HOUSTON, TX?(June 3, 2022)?Falcon Minerals Corporation (NASDAQ: FLMN, FLMNW) (?Falcon? or the ?Company?) announced today the results for the proposals considered and voted upon by its stockholders at its special meeting of stockholders held on June 3, 2022 (the ?Special Meeting?). Falcon rep

FLMN / Falcon Minerals Corp / FREESTONE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 freestone-flmn052422a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2022 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: 001-38158 FALCON MI

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or o

Falcon Minerals Files Definitive Proxy Statement Relating to Pending Merger with Desert Peak Minerals

Exhibit 99.1 Falcon Minerals Files Definitive Proxy Statement Relating to Pending Merger with Desert Peak Minerals Special meeting of stockholders to be held on June 3, 2022 at 10:00 a.m. Central Time Combined company to be named Sitio Royalties following the closing of the merger; Class A common stock and warrants to trade on NYSE under the symbols ?STR? and ?STR WS? HOUSTON, Texas?(May 5, 2022)?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 FALCON MINERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or o

Report of Cawley, Gillespie & Associates, Inc. as of December 31, 2020 (Kimmeridge Mineral Fund, LP) (incorporated by reference to Annex G of the Company’s Proxy Statement).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Press release

Exhibit 99.1 Falcon Minerals Files Definitive Proxy Statement Relating to Pending Merger with Desert Peak Minerals Special meeting of stockholders to be held on June 3, 2022 at 10:00 a.m. Central Time Combined company to be named Sitio Royalties following the closing of the merger; Class A common stock and warrants to trade on NYSE under the symbols “STR” and “STR WS” HOUSTON, Texas—(May 5, 2022)—

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 FALCON MINERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or o

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or o

FALCON MINERALS CORPORATION REPORTS FIRST QUARTER 2022 PRODUCTION AND DECLARES QUARTERLY DIVIDEND INCREASE OF 24%

EX-99.1 2 ea159397ex99-1falconmin.htm PRESS RELEASE Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FIRST QUARTER 2022 PRODUCTION AND DECLARES QUARTERLY DIVIDEND INCREASE OF 24% HOUSTON, TX – May 4, 2022 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces the first quarter 2022 production and decla

Press release

EX-99.1 2 ea159397ex99-1falconmin.htm PRESS RELEASE Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FIRST QUARTER 2022 PRODUCTION AND DECLARES QUARTERLY DIVIDEND INCREASE OF 24% HOUSTON, TX – May 4, 2022 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces the first quarter 2022 production and decla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

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April 29, 2022 VIA EDGAR AND HAND DELIVERY Division of Corporation Finance Office of Energy and Transportation Securities and Exchange Commission 100 F Street, N.

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April 28, 2022 VIA EDGAR AND HAND DELIVERY Division of Corporation Finance Office of Energy and Transportation Securities and Exchange Commission 100 F Street, N.

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April 14, 2022 VIA EDGAR AND HAND DELIVERY Division of Corporation Finance Office of Energy and Transportation Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

PRER14A 1 d258479dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C

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CORRESP 1 filename1.htm April 14, 2022 VIA EDGAR AND HAND DELIVERY Division of Corporation Finance Office of Energy and Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-6010 Attention: Loan Lauren Nguyen Anuja Majmudar Ethan Horowitz Jennifer O’Brien John Hodgin Sandra Wall Re: Falcon Minerals Corporation Amendment No. 1 to Preliminary Proxy Statement on Sc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A 1 d258479dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C

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March 24, 2022 VIA EDGAR AND HAND DELIVERY Division of Corporation Finance Office of Energy and Transportation Securities and Exchange Commission 100 F Street, N.

Reserve Report of Ryder Scott Company, L.P.

EX-99.1 9 flmn-ex99113.htm EX-99.1 Exhibit 99.1 FALCON MINERALS CORPORATION EAGLE FORD & MARCELLUS Estimated Future Reserves and Income Attributable to Certain Royalty and Overriding Royalty Interests SEC Parameters As of December 31, 2021 /s/ Ali A. Porbandarwala /s/ Beau Utley Ali A. Porbandarwala, P.E. Beau Utley TBPELS License No. 107652 Senior Petroleum Engineer Senior Vice President [SEAL] R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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: 001-38158 FALCON MINERAL

Subsidiaries of the Company

EX-21.1 2 flmn-ex21114.htm EX-21.1 Exhibit 21.1 Subsidiaries of Falcon Minerals Corporation Name Jurisdiction of Organization Falcon Minerals GP, LLC Delaware Falcon Minerals Operating Partnership, LP Delaware Falcon Eagle Ford LP Delaware VickiCristina, L.P. Delaware DGK ORRI Company, L.P. Delaware Noble EF DLG LP Texas Noble EF DLG GP LLC Texas Noble EF LP Texas Noble EF GP LLC Texas Noble Marce

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Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS HOUSTON, TX ? March 9, 2022 ? Falcon Minerals Corporation (?Falcon,? or the ?Company,? ?we,? ?our,?) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the fourth quarter and full year ending December 31, 2021. Falcon Highlights ? Net

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 FALCON MIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ea156716-defa14falconmin.htm SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,

Press release

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS HOUSTON, TX ? March 9, 2022 ? Falcon Minerals Corporation (?Falcon,? or the ?Company,? ?we,? ?our,?) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the fourth quarter and full year ending December 31, 2021. Falcon Highlights ? Net

FLMN / Falcon Minerals Corp / ADAGE CAPITAL PARTNERS GP, L.L.C. - FALCON MINERALS CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) February 24, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

FLMN / Falcon Minerals Corp / SAMLYN CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FLMN / Falcon Minerals Corp / FREESTONE CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

FLMN / Falcon Minerals Corp / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FALCON MINERALS CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

CALCULATION OF FILING FEE TABLE Table 1 – Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $1,298,774,027.96 (1) 0.0000927 $120,396.35 Fees Previously Paid — — Total Transaction Valua

EX-FILING FEES 2 d258479dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Table 1 – Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $1,298,774,027.96 (1) 0.0000927 $120,396.35 Fees Previously Paid — — Total Transaction Valuation $1,298,774,027.96 Total Fees Due for Filing $120,396.35 Total Fees Previousl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

FLMN / Falcon Minerals Corp / Foxhill Capital Partners LLC - SC 13G/A Passive Investment

SC 13G/A 1 d49486dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement)

FLMN / Falcon Minerals Corp / Mindich Eric Morton - FALCON MINERALS CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

FLMN / Falcon Minerals Corp / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 (Name, Address and Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6

Agreement and Plan of Merger, dated as of January 11, 2022, by and among Falcon Minerals Corporation, Falcon Minerals Operating Partnership, LP, Ferrari Merger Sub A LLC, and DPM HoldCo, LLC (incorporated by reference to Exhibit 2.1 to our Predecessor's Current Report on Form 8-K filed on January 12, 2022).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FALCON MINERALS CORPORATION, FALCON MINERALS OPERATING PARTNERSHIP, LP, FERRARI MERGER SUB A LLC, and DPM HOLDCO, LLC dated as of January 11, 2022 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 3 Section 1.3 Merger Effective Time 3 Section 1.4 Governing Documents 3 Section 1.5 Member

Transaction Summary Section Header (used to create Tab Pages and Table of Contents) Enter your text here Line 2 Line 3 Line 4 Assumes FLMN share price as of 01/12/22. DPM equityholders may receive additional stock consideration to the extent that DPM

Combination of Desert Peak Minerals with Falcon Minerals January 12, 2022 + Building a Leading Minerals Business Exhibit 99.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organ

Desert Peak Minerals and Falcon Minerals Corporation to Combine in $1.9 Billion All-Stock Merger, Creating a Premier, Shareholder Returns-Driven Mineral and Royalty Consolidation Company Combined Company will own over 139,000 Net Royalty Acres, norma

Exhibit 99.1 Desert Peak Minerals and Falcon Minerals Corporation to Combine in $1.9 Billion All-Stock Merger, Creating a Premier, Shareholder Returns-Driven Mineral and Royalty Consolidation Company Combined Company will own over 139,000 Net Royalty Acres, normalized to a 1/8th royalty equivalent, over 105,000 of which are located in the Permian Basin Projected to produce approximately 13,500?14,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 FALCON MINERALS C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or organ

Director Designation Agreement, dated as of January 11, 2022, by and among Falcon Minerals Corporation, Chambers DPM HoldCo, LLC, KMF DPM HoldCo, LLC, Source Energy Leasehold, LP, Permian Mineral Acquisitions, LP, Rock Ridge Royalty Company, LLC and Royal Resources L.P. (incorporated by reference to Exhibit 10.3 to our predecessor’s Current Report on Form 8-K filed on January 12, 2022).

Exhibit 10.3 Execution Version DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (this ?Agreement?), dated as of January 11, 2022, is entered into by and among Falcon Minerals Corporation, a Delaware corporation (the ?Company?), KMF DPM HoldCo, LLC, a Delaware limited liability company (?KMF Holdco?), Chambers DPM HoldCo, LLC, a Delaware limited liability company (?Chambers Holdco

Registration Rights Agreement, dated as of January 11, 2022, by and among Falcon Minerals Corporation, Chambers DPM HoldCo, LLC, KMF DPM HoldCo, LLC, Source Energy Leasehold, LP, Permian Mineral Acquisitions, LP, Rock Ridge Royalty Company, LLC and Royal Resources L.P. (incorporated by reference to Exhibit 10.2 to our predecessor’s Current Report on Form 8-K filed on January 12, 2022).

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?), dated as of January 11, 2022, is entered into by and among Falcon Minerals Corporation, a Delaware corporation (the ?Company?), and each of the other parties listed on the signature pages hereto (the ?Holders? and, together with the Company, the ?Parties?), and shall become effective

Falcon Support Agreement, dated as of January 11, 2022, by and among Falcon Minerals Corporation, DPM HoldCo, LLC and Royal Resources L.P.

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of January 11, 2022 (the ?Agreement?), is entered into by and among DPM HoldCo, LLC, a Delaware limited liability company (?Sierra?), Falcon Minerals Corporation, a Delaware corporation (?Ferrari?), and Royal Resources L.P., a Delaware limited partnership (?Holder?). W I T N E S S E T H: WHEREAS

2

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS RESULTS FOR THIRD QUARTER 2021 AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY ? November 3, 2021 ? Falcon Minerals Corporation (?Falcon,? or the ?Company,? ?we,? ?our,?) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the third quarter 2021 and declares its third quarter 2021 dividend.

Falcon Minerals Corporation (NASDAQ:FLMN) Q3 2021 Earnings Call

Exhibit 99.2 Falcon Minerals Corporation (NASDAQ:FLMN) Q3 2021 Earnings Call Company Participants ? Bryan C. Gunderson, President and Chief Executive O?cer ? Matthew B. Ockwood, Chief Financial O?cer Presentation Operator Good day, ladies and gentlemen, and welcome to the Falcon Minerals Q3 2021 Earnings Call. All lines have been placed on a listen-only mode and the ?oor will be open for questions

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 September 30, 2021 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: 001-38158 FALCO

Falcon Minerals Corporation 510 Madison Avenue, 8th Floor New York, NY 10022

Falcon Minerals Corporation 510 Madison Avenue, 8th Floor New York, NY 10022 September 29, 2021 VIA EDGAR U.

As filed with the Securities and Exchange Commission on September 20, 2021

S-3 1 d395313ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on September 20, 2021 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Falcon Minerals Corporation (Exact name of registrant as specified in its charter) Delaware 82-0820780 (State or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 June 30, 2021 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: 001-38158 FALCON MIN

FALCON MINERALS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS RESULTS FOR SECOND QUARTER 2021. FALCON DECLARES 50% INCREASE TO DIVIDEND QUARTER OVER QUARTER NEW YORK, NY ? August 4, 2021 ? Falcon Minerals Corporation (?Falcon,? or the ?Company,? ?we,? ?our,?) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the second quarter 2021 and declares i

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2021 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (Commissi

FALCON MINERALS CORPORATION APPOINTS BRYAN C. GUNDERSON PRESIDENT AND CHIEF EXECUTIVE OFFICER AND APPOINTS MATTHEW B. OCKWOOD CHIEF FINANCIAL OFFICER

Exhibit 99.1 FALCON MINERALS CORPORATION APPOINTS BRYAN C. GUNDERSON PRESIDENT AND CHIEF EXECUTIVE OFFICER AND APPOINTS MATTHEW B. OCKWOOD CHIEF FINANCIAL OFFICER NEW YORK, NY ? June 28, 2021 ? Falcon Minerals Corporation (?Falcon,? or the ?Company,? ?we,? ?our,?) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, announces the appointment of Bryan C. Gunderson as President and Chief E

Separation and General Release Agreement, dated June 28, 2021, by and between Falcon Minerals Corporation and Daniel C. Herz.

Exhibit 10.1 GENERAL RELEASE AND SEPARATION AGREEMENT Reference is made to that certain Employment Agreement dated as of April 19, 2019 (the ?Agreement?) between Falcon Minerals Corporation and me. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. Section I. I, Daniel C. Herz (sometimes referred to herein as the ?Executive?), in consider

Employment Agreement, dated June 28, 2021, by and between Falcon Minerals Corporation and Matthew B. Ockwood

Exhibit 10.3 Execution Version FALCON MINERALS CORPORATION EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of June 28, 2021, between Falcon Minerals Corporation, a Delaware corporation (the ?Company?), and Matthew B. Ockwood (the ?Executive?). W I T N E S E T H WHEREAS, the Company desires to employ the Executive as the Chief Financial Officer of the Company; and WHEREAS, the

Employment agreement dated June 28, 2021, by and between Falcon Minerals Corporation and Bryan C. Gunderson

Exhibit 10.2 Execution Version FALCON MINERALS CORPORATION EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?) dated as of June 28, 2021, between Falcon Minerals Corporation, a Delaware corporation (the ?Company?), and Bryan C. Gunderson (the ?Executive?). W I T N E S S E T H WHEREAS, the Company desires to continue to employ the Executive as the Chief Executive Officer and President of t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2021 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2021 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: 001-38158 FALCON MI

2

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FIRST QUARTER FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY ? May 5, 2021 ? Falcon Minerals Corporation (?Falcon,? or the ?Company,? ?we,? ?our,?) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the first quarter 2021 and declares its first quarter 2021 dividend. Hig

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or o

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporation or o

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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-

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2021 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (Commiss

Reserve Report of Ryder Scott Company, L.P.

Exhibit 99.1 FALCON MINERALS CORPORATION EAGLE FORD & MARCELLUS Estimated Future Reserves and Income Attributable to Certain Overriding Royalty Interests SEC Parameters As of December 31, 2020 /s/ Ali A. Porbandarwala /s/ Beau Utley Ali A. Porbandarwala, P.E. Beau Utley TBPE License No. 107652 Senior Petroleum Engineer Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration N

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Falcon Minerals Corporation Name Jurisdiction of Organization Falcon Minerals GP, LLC Delaware Falcon Minerals Operating Partnership, LP Delaware Falcon Eagle Ford LP Delaware VickiCristina, L.P. Delaware DGK ORRI Company, L.P. Delaware Noble EF DLG LP Texas Noble EF DLG GP LLC Texas Noble EF LP Texas Noble EF GP LLC Texas Noble Marcellus LP Delaware Noble Marcellus GP

Exhibit 4.6

Exhibit 4.6 FALCON MINERALS CORPORATION DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Falcon Minerals Corporation, a Delaware corporation (?we,? ?us,? ?our? or the ?Company?), 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 second amended and restated certifica

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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: 001-38158 FALCON MINERAL

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2021 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (Commissi

FALCON MINERALS CORPORATION SELECTED OPERATING DATA

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS NEW YORK, NY – March 3, 2021 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced financial and operating results for the fourth quarter and full year ending December 31, 2020. Fourth Quarter 2020 Hig

Joint Filing Agreement

Exhibit B Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2)*

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2)* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 30607B109 (CUSIP Number) December 31,

Group Members

Exhibit A Group Members HITE Hedge Asset Management LLC James M. Jampel HITE Hedge LP HITE MLP LP HITE Hedge QP LP HITE Energy LP HITE Hedge Offshore Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FALCON MINERALS CORPORATION (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FALCON MINERALS CORPORATION (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Falcon Minerals Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Falcon Minerals Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* FALCON MINERALS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 September 30, 2020 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: 001-38158 FALCO

FALCON MINERALS CORPORATION REPORTS THIRD QUARTER FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS THIRD QUARTER FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY – November 4, 2020 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the third quarter 2020 and declares its third quarter 2020 dividend

Results of Operations and Financial Condition, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2020 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (Commi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 June 30, 2020 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: 001-38158 FALCON MIN

FALCON MINERALS CORPORATION REPORTS SECOND QUARTER FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND

Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS SECOND QUARTER FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY – August 5, 2020 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announces financial and operating results for the second quarter 2020 and declares its second quarter dividend. Hi

Investor Presentation August 2020 Disclaimer FORWARD - LOOKING STATEMENTS This document contains forward - looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from thos

Exhibit 99.2 Investor Presentation August 2020 Disclaimer FORWARD - LOOKING STATEMENTS This document contains forward - looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward - looking statements . Falcon cautions readers not to place any undue reliance on these forward - looking stat

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2020 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (Commiss

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorpor

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2020 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: 001-38158 FALCON MI

First Amendment to Credit Agreement, dated as of May 1, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q (File No. 001-38158) filed on May 5, 2020).

Exhibit 10.2 Execution Version FIRST Amendment to Credit Agreement This FIRST Amendment to Credit Agreement (this “First Amendment”), dated as of May 1, 2020 (the “First Amendment Effective Date”), is among FALCON MINERALS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Par

Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q (File No. 001-38158) filed on May 5, 2020).

Exhibit 10.1 PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE FALCON MINERALS CORPORATION 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Target Number of Performance Stock Units Granted: Maximum Number of Performance Stock Units Granted: * * * * * THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between F

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2020 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (C

1

EX-99.1 Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FIRST QUARTER FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY – May 7, 2020 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced financial and operating results for the first quarter and declares its first quarter dividend. Highl

Entry into a Material Definitive Agreement

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2020 FALCON MINERALS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-38158 82-0820780 (State or Other Jurisdiction of Incorporation) (C

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro

FLMN / Falcon Minerals Corp / FREESTONE CAPITAL MANAGEMENT LLC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* FALCON MINERALS CORPORATION (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30607B109 (CUSIP Number) March 9, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

FLMN / Falcon Minerals Corp / Foxhill Capital Partners LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, $0.0001 Par Value (Title of Class of Securities) 30607B109 (CUSIP Number) March 9, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Falcon Minerals Corporation Name Jurisdiction of Organization Falcon Minerals GP, LLC Delaware Falcon Minerals Operating Partnership, LP Delaware Falcon Eagle Ford LP Delaware VickiCristina, L.P. Delaware DGK ORRI Company, L.P. Delaware Noble EF DLG LP Texas Noble EF DLG GP LLC Texas Noble EF LP Texas Noble EF GP LLC Texas Noble Marcellus LP Delaware Noble Marcellus GP

FLMN / Falcon Minerals Corp 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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: 001-38158 FALCON MINERAL

Description of Falcon Minerals Corporation registered securities

Exhibit 4.6 FALCON MINERALS CORPORATION DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Falcon Minerals Corporation, a Delaware corporation (“we,” “us,” “our” or the “Company”), 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 second amended and restated certifica

Reserve Report of Ryder Scott Company, L.P.

Exhibit 99.1 FALCON MINERALS CORPORATION EAGLE FORD & MARCELLUS Estimated Future Reserves and Income Attributable to Certain Overriding Royalty Interests SEC Parameters As of December 31, 2019 /s/ Ali A. Porbandarwala /s/ Beau Utley Ali A. Porbandarwala, P.E. Beau Utley TBPE License No. 107652 Senior Petroleum Engineer Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration N

FLMN / Falcon Minerals Corp / SAMLYN CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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EX-99.1 Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS NEW YORK, NY – March 9, 2020 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced financial and operating results for the fourth quarter and full year ending December 31, 2019. Highlights • Fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorporatio

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of inc

FALCON MINERALS CORPORATION APPOINTS MICHAEL J. DOWNS AS CHIEF OPERATING OFFICER

EX-99.1 Exhibit 99.1 FALCON MINERALS CORPORATION APPOINTS MICHAEL J. DOWNS AS CHIEF OPERATING OFFICER NEW YORK, NY – February 18, 2020 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced that the Company has appointed Michael J. Downs, it’s Vice President of Operations since October 2018, as its Chi

FLMN / Falcon Minerals Corp / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FALCON MINERALS CORPORATION (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

FLMN / Falcon Minerals Corp / SAMLYN CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FLMN / Falcon Minerals Corp / JANA PARTNERS LLC - FALCON MINERALS CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4)* Under the Securities Exchange Act of 1934 Falcon Minerals Corp. (f/k/a Osprey Energy Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropr

FLMN / Falcon Minerals Corp / HITE Hedge Asset Management LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

FLMN / Falcon Minerals Corp / UBS Group AG - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Falcon Minerals Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriat

FLMN / Falcon Minerals Corp / Mindich Eric Morton - FALCON MINERALS CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Falcon Minerals Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

FLMN / Falcon Minerals Corp / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FALCON MINERALS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 30607B109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

OSPR / Osprey Energy Acquisition Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 September 30, 2019 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: 001-38158 FALCO

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorpora

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EX-99.1 Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS THIRD QUARTER 2019 FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY – November 7, 2019 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced financial and operating results as well as the dividend for the third quarter ended Septem

OSPR / Osprey Energy Acquisition Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 June 30, 2019 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: 001-38158 FALCON MIN

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EX-99.1 Exhibit 99.1 FALCON MINERALS CORPORATION REPORTS SECOND QUARTER 2019 FINANCIAL RESULTS AND DECLARES QUARTERLY DIVIDEND NEW YORK, NY – August 5, 2019 – Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced financial and operating results as well as the dividend for the quarter ended June 30, 2019

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2019 FALCON MINERALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38158 82-0820780 (State or other jurisdiction of incorp

POWER OF ATTORNEY (For Executing Form ID, Schedules 13D and 13G and Forms 3, 4 and 5)

POWER OF ATTORNEY (For Executing Form ID, Schedules 13D and 13G and Forms 3, 4 and 5) Know all by these present, that the undersigned hereby constitutes and appoints James E.

FALCON MINERALS APPOINTS BRYAN C. GUNDERSON AS CHIEF FINANCIAL OFFICER

EX-99.1 Exhibit 99.1 NEWS RELEASE Contacts: Falcon Minerals: Brian Begley [email protected] FALCON MINERALS APPOINTS BRYAN C. GUNDERSON AS CHIEF FINANCIAL OFFICER NEW YORK, NY – June 18, 2019 – Falcon Minerals Corporation (“Falcon” or the “Company”) (NASDAQ: FLMN, FLMNW) today announced that the Company has appointed Bryan C. Gunderson as its Chief Financial Officer. Mr. Gunderson most re