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Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity Equity
Class A Common Stock
The Company had 78,980,516 shares of its Class A Common Stock outstanding as of December 31, 2024. Holders of Class A Common Stock, par value $0.0001 per share, are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s board of directors (the "Board").
Class C Common Stock
The Company had 73,391,244 shares of its Class C Common Stock outstanding as of December 31, 2024. Shares of Class C Common Stock, par value $0.0001 per share, are non-economic but entitle the holder to one vote per share. Current holders of Class C Common Stock also hold an equivalent number of Sitio OpCo Partnership Units. Sitio OpCo Partnership Units are redeemable on a one-for-one basis for shares of Class A Common Stock at the option of the holder. Upon the redemption by any holder of Sitio OpCo Partnership Units for shares of Class A Common Stock, a corresponding number of shares of Class C Common Stock held by such holder will be canceled. During the year ended December 31, 2024, 623,768 Sitio OpCo Partnership Units were redeemed for shares of Class A Common Stock, and an equivalent number of shares of Class C Common Stock were canceled.
Share Repurchase Program
On February 28, 2024, the Board authorized a share repurchase program that allows us to repurchase up to $200.0 million of our Class A Common Stock and Sitio OpCo Partnership Units (the “Share Repurchase Program”). The shares may be repurchased from time to time through various methods including but not limited to in the open market transactions, through privately negotiated transactions or by other means in accordance with applicable securities laws, certain of which may be made pursuant to trading plans meeting the requirements of Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”). The timing of repurchases under the program, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including the market price of our Common Stock, oil and gas commodity prices, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements and other considerations. The exact number of shares to be repurchased by us is not guaranteed, and the program may be modified, suspended or discontinued at any time without prior notice. The Company is not obligated to repurchase any dollar amount or number of shares under the Share Repurchase Program.
For the year ended December 31, 2024, the Company repurchased 4,224,814 shares of its Class A Common Stock in connection with the Share Repurchase Program. The shares were recorded at a weighted average price of $22.72 upon repurchase by the Company, inclusive of third-party commissions.
For the year ended December 31, 2024, the Company repurchased and immediately canceled 897,457 Sitio OpCo Partnership Units together with an equivalent number of shares of Class C Common Stock under our Share Repurchase Program. The repurchased Sitio OpCo Partnership Units were recorded at a weighted average price of $24.67.
The Inflation Reduction Act of 2022 provides for, among other things, the imposition of a 1% non-deductible U.S. federal excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such excise tax, the “Stock Buyback Tax”). In the past, there have been proposals to increase the amount of the Stock Buyback Tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any such change could take effect. The Stock Buyback Tax first applied to our Share Repurchase Program in the year ended December 31, 2024, and will continue to apply in subsequent taxable years. The Stock Buyback Tax is reflected as a component of the repurchased amounts within our Condensed Consolidated Statements of Equity.
Class A Treasury Shares
As of December 31, 2024, 4,224,814 shares of Class A Common stock were held in treasury at a weighted average price of $22.72.
Class C Treasury Shares
As of December 31, 2024, the Company held in treasury 52,748 shares of Class C Common Stock and a corresponding number of Sitio OpCo Units were withheld for income taxes upon vesting of Sitio OpCo Restricted Stock Awards and the income taxes were paid by the Company. The Company transferred the shares of Class C Common Stock to treasury. The treasury shares were recorded at a price of $24.19 per share upon repurchase by the Company, reflective of the economic value of Sitio OpCo Restricted Stock Awards that were withheld upon vesting. See “Note 11 – Share-Based Compensation” for additional information regarding these awards. As of December 31, 2023, 26,137 shares of Class C Common Stock were held in treasury.
Cash Dividends
The following table summarizes the quarterly dividends related to the Company’s quarterly financial results (in thousands, except per share data):
Quarter EndedTotal Quarterly Dividend per Class A Common
Share
Class A Cash Dividends PaidPayment DateStockholder Record Date
September 30, 2024$0.28 $22,185 November 27, 2024November 19, 2024
June 30, 2024$0.30 $24,071 August 30, 2024August 19, 2024
March 31, 2024$0.41 $33,066 May 31, 2024May 21, 2024
December 31, 2023$0.51 $41,950 March 28, 2024March 15, 2024
September 30, 2023$0.49 $40,396 November 30, 2023November 21, 2023
June 30, 2023$0.40 $32,705 August 31, 2023August 18, 2023
March 31, 2023$0.50 $40,743 May 31, 2023May 19, 2023
December 31, 2023$0.60 $48,107 March 31, 2023March 17, 2023
September 30, 2022$0.72 $9,148 November 30, 2022November 21, 2022
June 30, 2022$0.71 $9,017 August 31, 2022August 18, 2022
See “Note 19 – Subsequent Events” for additional information regarding cash dividends.
Earnings per Share
Earnings per share is computed using the two-class method. The two-class method determines earnings per share of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Participating securities represent certain equity-based compensation awards in which the recipients have non-forfeitable rights to dividend equivalents during the performance period.
Shares of our Class C common stock do not share in earnings or losses of the Company and are not considered in the calculation of basic or diluted earnings per share (EPS) above. As such, separate presentation of basic and diluted EPS of Class C under the two class method has not been presented. 
The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):
 For the Year
Ended December 31,
 202420232022
Numerator:
Net income (loss) attributable to Class A stockholders$40,946 $(15,536)$15,701 
Less: Earnings allocated to participating securities(1,165)(1,049)(579)
Net income (loss) attributable to Class A stockholders - basic and diluted$39,781 $(16,585)$15,122 
Denominator:
Weighted average shares outstanding - basic80,62181,26913,723
Effect of dilutive securities235
Weighted average shares outstanding - diluted80,85681,26913,723
 
Net income (loss) per common share - basic$0.49 $(0.20)$1.10 
Net income (loss) per common share - diluted$0.49 $(0.20)$1.10 
The Company had the following shares that were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive for the periods presented but could potentially dilute basic earnings per share in future periods (in thousands):
 Year Ended
December 31,
 202420232022
Warrants— 3,4065,312
Unvested share-based compensation awards1,429879302
Shares of Class C Common Stock if converted74,02674,73171,146
Total75,45579,01676,760
Dilutive income (loss) per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for convertible class C shares and the treasury stock method for all other instruments. Diluted net income per share also excludes the effects of Sitio OpCo Partnership Units (and related Class C Common Stock) associated with the earn-out, which are convertible into Class A Common Stock, because they are considered contingently issuable shares and the conditions for issuance were not satisfied as of December 31, 2024.
Earn-Out
Contributors of Falcon’s initial assets in 2018 will be entitled to receive earn-out consideration to be paid in the form of Sitio OpCo Partnership Units (with a corresponding number of shares of Class C Common Stock) if the volume-weighted average price of the trading days during any thirty (30) calendar days (the “30-Day VWAP”) of the Class A Common Stock equals or exceeds certain hurdles set forth in the Contribution Agreement. If the 30-Day VWAP of the
Class A Common Stock is $50.00 or more per share (on a split-adjusted basis) at any time within the seven years following the 2018 closing, the contributors will receive (a) an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock), plus (b) an amount of Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock) equal to (i) the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the first earn-out is achieved (with any dividends paid in the stub year in which the first earn-out is achieved annualized for purposes of determining what portion of such dividends would have, on an annual basis, exceeded $2.00), multiplied by 2.5 million, (ii) divided by $50.00. If the 30-Day VWAP of the Class A Common Stock is $60.00 or more per share (on a split-adjusted basis) at any time within the seven years following the closing (which $60.00 threshold will be reduced by the amount by which annual cash dividends paid on each share of Class A Common Stock exceeds $2.00 in each year between the closing and the date the earn-out is achieved, but not below $50.00), the contributors will receive an additional 2.5 million Sitio OpCo Partnership Units (and an equivalent number of shares of Class C Common Stock). Upon recognition of the earn-out, as there is no consideration received, the Company would record the payment of the earn-out as adjustments through equity (noncontrolling interest and additional-paid-in-capital).
Partners’ Capital and Distributions
As of December 31, 2023, as a result of the Falcon Merger, the Company no longer had any Partners’ Capital, which related to our Predecessor’s equity. In June 2022 prior to the Falcon Merger, DPM HoldCo distributed $13.3 million to its outside owners, including $1.9 million to an affiliate Kimmeridge fund.