Texas Pacific Land (TPL) 10-K risk factor changes: FY2024 vs FY2023

The oil and gas royalties that we receive are dependent upon the market prices for oil and [removed: gas.][added: gas, and decreases in such prices for oil and gas negatively impact the revenue realized on our oil and gas royalties.]

[removed: The market] [added: Market] prices for oil and gas are subject to US and global macroeconomic and geopolitical conditions and infrastructure and logistical constraints, amongst others, and, in the past, have been subject to significant price fluctuations.

Price fluctuations for oil and gas have been particularly volatile in recent years due to supply and demand [removed: fundamentals, Organization of the Petroleum Exporting Countries (“OPEC”)] [added: constraints, worldwide energy conservation measures, OPEC] and [removed: Russia (collectively referred to as “OPEC+”)] [added: OPEC+] actions, [added: global conflicts in major oil producing regions, especially in Eastern Europe and] the [removed: prolonged Ukraine/Russia conflict] [added: Middle East,] and general economic cycles, among other factors.

These [removed: measures have] [added: events and conditions have,] at [removed: times] [added: times,] resulted in a reduction of global economic activity and volatility in the global financial markets.

Our oil and gas [removed: income] [added: royalty revenue] is derived primarily from perpetual non-participating oil and gas royalty interests that we have [removed: retained.][added: retained or acquired.]

However, the owners and operators of the oil and gas wells make all decisions as to investments in, and production from, those wells and our royalties are dependent upon decisions made by those [added: owners and] operators, among other factors.

[removed: There can be no assurance that such] [added: Such] third parties [removed: will] [added: may not] take actions or make decisions that will be beneficial to us, which could result in adverse effects on our financial results and performance.

Demand for TPWR’s products and services [removed: depends] [added: is] substantially [added: dependent] on demand and expenditures by our customers for the exploration, development and production of oil and natural gas reserves.

Declines, as well as anticipated declines, in oil and gas prices have in the past [removed: resulted in,] [added: resulted,] and may in the future [removed: result in,] [added: result, in] lower capital expenditures, project modifications, delays or cancellations, general business disruptions, and delays in [removed: payment of,] [added: payment,] or [removed: nonpayment of,] [added: nonpayment, of] amounts that are owed to us, which [removed: would] [added: could in the future,] adversely affect our earnings, cash flow and financial condition.

We have encountered and may continue to encounter the challenges, uncertainties and difficulties frequently experienced in new and rapidly evolving markets with respect to the business of TPWR, [removed: including:][added: including, but not limited to:]

- uncertainty [removed: with] [added: regarding] outsourced [removed: 3rd party provider(s)] [added: third-parties] providing water treatment services.

These laws and regulations may increase the costs and timing of planning, designing, drilling, installing, operating and abandoning water [removed: wells, source] [added: wells and sourced] water and treatment facilities and impact our customers’ ability to transport, store and/or dispose of produced water in certain locations.

These limitations and/or redirections may [removed: cause] [added: require] TPWR to adapt its business plans and could affect TPWR’s financial performance.

[removed: The Company continues] [added: We continue] to actively engage with the Texas Railroad Commission and evaluate the potential effect of SRAs on [removed: the Company’s] [added: our] produced water royalties.

Our business and financial results are subject to major trends in our industry, such as decarbonization, and may be adversely affected by future developments [added: that are] out of our control.

In addition, the possibility of taxes on energy sources, including oil and gas, may affect the demand for crude oil and natural gas and the operating costs for [removed: third party] [added: third-party] operators on our royalty properties.

Cyber incidents or attacks targeting [added: the] systems and infrastructure used by [added: us, our operators, other third parties with whom we do business or] the oil and gas industry [added: in general] may adversely impact our operations, and if we are unable to obtain and maintain adequate protection of our data, our business may be adversely impacted.

[added: Our technologies, systems and networks, and those of the operators on our properties and our vendors, suppliers and other business] partners, [added: have in certain instances been, and] may [removed: become] [added: in] the [added: future become, the] target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary, personal and other information, or other disruption of business activities.

While we utilize various systems, procedures and controls to mitigate exposure to [removed: such risk, cyber incidents and] [added: cybersecurity] attacks [removed: are continually evolving] and [removed: unpredictable.][added: prevent cybersecurity incidents, such systems, procedures and controls may be breached as a result of third-party action, employee error, third-party or employee malfeasance or otherwise.]

As [removed: cyber security] [added: cybersecurity] threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.

The successful implementation of our strategies and handling of other issues integral to our future success [removed: will depend,] [added: depends,] in part, on our experienced management team, including with respect to the business of TPWR.

If we cannot retain our experienced personnel or attract additional experienced personnel, our ability to compete [added: within our industry] could be harmed.

Our business could be negatively affected by supply shortages and/or price increases driven by the increased costs of materials and logistics as a result of macroeconomic conditions, including [removed: the prolonged Ukraine/Russia conflict,] [added: geopolitical conflicts,] general inflationary pressures, labor shortages, part or equipment availability, manufacturing capacity, tariffs, trade disputes and barriers, natural disasters or pandemics and the effects of climate change.

Supply shortages and/or price increases could lead to a reduction in revenues and an increase in our operating [removed: costs and could] [added: costs, which would] have a material impact on our business segments and earnings, cash flow and financial condition.

Supply chain issues may disrupt the operations and development activities of operators on our land, upon whom [removed: much] [added: a significant portion] of our revenue relies, which could negatively affect our revenues from oil and gas royalties, easements and [removed: our water offerings.]

TPWR has adapted lead times for ordering parts and equipment to mitigate supply chain [removed: issues,] [added: issues in the past and will use its best efforts to adapt to additional supply chain issues in the future,] but given the uncertainty surrounding the macroeconomic factors and geopolitical situation, [removed: there can be no assurance that we will not suffer adverse effects on] [added: supply chain issues may negatively affect] our business operations in the future.

[removed: The] [added: The] completion of the Corporate Reorganization [removed: may implicate] [added: implicated] conditions and covenants contained in certain agreements to which the Trust [removed: was] [added: was, and now TPL Corporation is,] a party and thereby may cause us to lose certain benefits that the Trust historically received.

[removed: The completion of the Corporate Reorganization may implicate conditions and covenants, contained in certain agreements] [added: A third party has refused] to [added: continue to fulfill its obligations under existing arrangements to] which the Trust [removed: was, and now TPL Corporation is,] [added: was] a party [added: in connection with the completion of our Corporate Reorganization,] and thereby may cause us to lose certain benefits that the Trust historically [removed: received.][added: received.]

We have received an indication from one such obligor that it does not intend to continue to make [removed: the] ad valorem tax payments [removed: that it has been making] [added: related] to [removed: date.][added: historical royalty interests.]

[removed: We have accrued an estimate of such taxes and are making payments on a current basis in] [added: In] order to protect the [added: historical] royalty interests from any potential tax liens for [removed: nonpayment] [added: non-payment] of [removed: future] ad valorem [removed: taxes.][added: taxes, we have accrued and/or paid such ad valorem taxes since January 1, 2022.]

While we intend to seek reimbursement from the third party following payment of such taxes, there can be no assurance that we will be successful in getting [removed: reimbursed.][added: reimbursed, and accordingly, no loss recovery receivable has been recorded as of December 31, 2024.]

[removed: We cannot be certain that an active trading] [added: The] market [removed: for] [added: price of] our Common Stock [removed: will be sustained, and our stock price] may fluctuate significantly.

In the past, [removed: the Company has] [added: we have] been the subject of stockholder activism, and we are subject to the risks associated with any ongoing or future such activism.

We [added: have incurred, and] may [added: in the future] be required to [removed: incur] [added: incur,] significant legal fees and other expenses related to activist stockholder matters, and the attention of our management may be diverted by such activism.

While we welcome our stockholders’ constructive input, [removed: there can be no assurance that] stockholder actions [removed: would not] [added: may] result in negative impacts to the Company.

[removed: Any of these impacts could materially and adversely affect our business and operating] results, and the market price of our Common Stock could be subject to significant fluctuation or otherwise be adversely affected by stockholder activism.

[removed: If our amended and restated certificate of incorporation is amended to allow for the issuance of additional Common Stock, holders] [added: Holders] of our Common Stock could be diluted because of equity issuances for proposed acquisitions or capital market transactions or equity awards proposed to be granted to our directors, officers and employees subject to any required vote of holders of our Common Stock under our amended and restated certificate of incorporation and [added: our] amended and restated [removed: bylaws.][added: bylaws (“the Bylaws”).]

In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more series of preferred stock having such designations, powers, preferences, privileges and relative, [removed: participating, optional and special rights, and qualifications, limitations and restrictions as the Board may generally determine in its sole discretion.]

For example, we could grant the holders of preferred stock the right to elect [removed: some number of the] members of the Board [removed: in all events] or [removed: upon the happening of specified events, or the right] to veto specified transactions.

[removed: We] [added: We] will evaluate whether to [removed: pay cash dividends on] [added: repurchase] our [added: outstanding] Common Stock in the future and we cannot guarantee the [removed: timing, amount] [added: timing] or [removed: payment] [added: amount] of [removed: dividends,] [added: share repurchases,] if any.

The risks described below, and other risks noted throughout this Annual Report on Form 10-K, including those risks identified in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are not the only ones facing us.

Reductions in market prices for oil and gas could also lead to decreased exploration and development activity by the operators of the properties on which we own oil and gas royalty interests, which could reduce our revenue potential with respect to such interests.

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Our estimated proved developed producing reserves are based on many assumptions that may prove to be inaccurate.

Any inaccuracies in these estimates or underlying assumptions may materially affect the quantities and present value of our reserves.

It is not possible to measure underground accumulations of oil, natural gas, and NGL with precision.

Oil and natural gas reserve engineering requires subjective estimates of underground accumulations of oil and natural gas and assumptions concerning future oil and natural gas prices, production levels, ultimate recoveries and operating and development costs.

In estimating our proved developed producing (“PDP”) reserves, we and Ryder Scott Company, L.P. ("Ryder Scott"), an independent third-party petroleum engineering firm, must make various assumptions with respect to many matters that may prove to be incorrect, including:

- future oil, natural gas, and NGL prices;

- unexpected complications from offset well development;

- production rates;

- reservoir pressures, decline rates, drainage areas and reservoir limits;

- interpretation of subsurface conditions including geological and geophysical data;

- potential for water encroachment or mechanical failures;

- levels and timing of capital expenditures, lease operating expenses, production taxes and income taxes, and availability of funds for such expenditures; and

- effects of government regulation.

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If any of these assumptions prove to be incorrect, our estimates of PDP reserves, the classifications of reserves based on risk of recovery and our estimates of the future net cash flows from our reserves could change significantly.

Our historical estimates of proved, developed and producing reserves and related valuations as of December 31, 2024 were prepared by Ryder Scott, which conducted a well-by-well review of all wells in which we have a mineral or royalty interest for the period covered by its reserve report using information provided by us.

Over time, we may make material changes to reserve estimates.

Some of our reserve estimates were made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history.

Our reserve estimates could differ materially from those reserve estimates of operators developing on our acreage.

Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, may result in the actual quantities of oil and natural gas that are ultimately recovered being different from our reserve estimates.

Even without a direct breach of our systems, cybersecurity attacks on such third parties could adversely impact our business and reputation.

Globally, cybersecurity attacks are increasing in number, and the threat actors are increasingly organized and well financed, or at times supported by state actors.

In addition, geopolitical tensions or conflicts may create a heightened risk of cybersecurity attacks.

Because the techniques used to obtain unauthorized access or to sabotage systems change frequently, we may not be able to anticipate these techniques and implement adequate preventative or protective measures.

Our cyber liability insurance coverage may not be sufficient or may not be available in the future on acceptable terms, or at all.

In addition, our cyber liability insurance policy may cover only a portion of losses incurred in investigating or remediating a cybersecurity incident, if at all, and may not cover all claims made against us.

Any actual or perceived cybersecurity incident could adversely affect our business, financial position or results of operations.

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our water offerings.

- reports issued by securities analysts;

The issuance of additional Common Stock in the future would dilute other stockholders.

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participating, optional and special rights, and qualifications, limitations and restrictions as the Board may generally determine in its sole discretion.

We may not continue to pay dividends or to pay dividends at the same rate as previously paid.

These factors could result in a change in our current dividend policy.

On November 1, 2022, our Board approved a stock repurchase program, which became effective January 1, 2023, to purchase up to an aggregate of $250.0 million of our outstanding Common Stock.

The Company opportunistically repurchases stock under the stock repurchase program with funds generated by cash from operations.

The risks described below are not the only ones facing us.

When lower market prices for oil and gas occur, they will have an adverse effect on our oil and gas royalties.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow.

Our technologies, systems, networks, and those of the operators on our properties, vendors, suppliers, and other business

Our information technology systems and any insurance coverage for protecting against cybersecurity risks may not be sufficient.

There can be no assurance that our business, finances, systems and assets will not be compromised in a cyber attack.

Global health threats may adversely affect our business.

Our business could be adversely affected by the effects of a widespread outbreak of contagious disease, such as the outbreak of COVID-19.

A significant outbreak of contagious diseases in the human population and resulting widespread health crisis could adversely affect the economies and financial markets of many countries, resulting in an economic downturn, reduced demand for oil and gas and interruption to supply chains related to oil and gas.

The reduction of economic activity and reduced global demand for oil and gas related to such outbreaks and actions taken by governments to mitigate the spread of a virus or other infectious agent could lead to an increase in our operating costs and have a material impact on our business segments and earnings, cash flow and financial condition.

Risks Related to the Corporate Reorganization

If the Company is unable to obtain consents to, or approval or waiver of, any such conditions or covenants, or is unable to obtain an acknowledgement that any such benefits shall continue for the benefit of TPL Corporation, we may not be entitled to all benefits and other rights under such agreements, which may have an adverse impact on the business and results of operations.

Certain counterparties may withhold consent to, or approval or waiver of, certain conditions or covenants in order to obtain more favorable terms from us.

If the Company is unable to obtain consents to, or approval or waiver of, any such conditions or covenants, or if the Company is unable to obtain acknowledgement from any counterparties

that any such benefits shall continue for the benefit of TPL Corporation, then we may decide to enforce our rights and interests by initiating legal action.

In the meantime, and pending the outcome of any such legal proceeding to enforce our rights, we may be unable to continue to obtain all benefits and other rights under such agreements that would otherwise be transferred to us as part of the Corporate Reorganization.

This may have an adverse impact on TPL’s business and results of operations.

The amount of such taxes depends on the valuations determined by various county taxing authorities with respect to our royalty interests and the tax rates used in assessing such ad valorem taxes.

Consequently, the amount of ad valorem taxes that may be assessed against our royalty interests may vary from year to year, and we are unable to reliably predict the amount of any such increases or decreases in future years.

The Corporate Reorganization may have adverse tax consequences.

We have obtained an opinion from counsel that the Corporate Reorganization and the Distribution qualified as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

The opinion of counsel does not address any U.S. state or local or non-U.S. tax consequences of the Corporate Reorganization and the Distribution.

The opinion assumed that the Corporate Reorganization and the Distribution was completed according to the terms of certain of the operative agreements and required regulatory filings, and relied on the facts as stated therein and in other ancillary agreements and documents.

In addition, the opinion was based on certain representations as to factual matters from, and certain covenants by, us and the Trust.

The opinion cannot be relied on if any of the assumptions, representations or covenants were incorrect, incomplete or inaccurate or were violated in any material respect.

The opinion of counsel is not binding on the IRS or the courts, and no assurance can be given that contrary positions will not be taken by the IRS or a court.

We have not sought and will not seek a ruling from the IRS regarding the federal income tax consequences of the Corporate Reorganization and the Distribution.

If the Corporate Reorganization and the Distribution were to fail to qualify as a reorganization or for tax-free treatment either under Section 368(a)(1)(F) or any other provision of the Code, then U.S. Holders of Sub-shares would recognize gain or loss, as applicable, equal to the difference between (a) the sum of the fair market value of the shares of TPL Corporation Common Stock received by such holder and (b) its adjusted tax basis in the Sub-shares surrendered in exchange therefor.

Further, the Trust would recognize taxable gain as if it sold all of its assets, subject to its liabilities, at fair market value.

The consequences of the Corporate Reorganization and the Distribution to any holder will depend on that holder’s particular situation.

A public market for our Common Stock did not exist until the Corporate Reorganization was effected on January 11, 2021.

We cannot guarantee that the active trading market that has developed will be sustained for our Common Stock, nor can we predict the prices at which shares of our Common Stock may trade.

Until the market has fully evaluated our business as a corporation, the prices at which shares of our Common Stock trade may fluctuate more significantly than might otherwise be typical, even with other market conditions, including general volatility, held constant.

The increased volatility of our stock price following the Corporate Reorganization may have a material adverse effect on our business, financial condition and results of operations.

- the failure of securities analysts to cover, or positively cover, our Common Stock;

There may be substantial changes in our stockholder base.

Investors in the Trust may have held Sub-shares because of a decision to invest in an organization with the Trust’s governance profile or operating track record.

Since the Corporate Reorganization, the shares of our Common Stock held by those investors represent an investment in a company with a different governance profile, in particular a board of directors at TPL Corporation subject to changes from year to year at annual elections of directors.

More frequent changes in the leadership of the organization, particularly on the Board, could lead to changes in the operating policies of TPL Corporation over time.

Such changes may not match some stockholders’ investment strategies, which could cause them to sell our Common Stock.

MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying [removed: Notes] [added: notes] to [removed: Financial Statements] [added: financial statements] included in Part II, Item 8 of this [added: Annual Report on] Form 10-K.

Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those factors presented in [added: Part I,] Item 1A.

This section generally discusses the results of our operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023.]

For a discussion of the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021, please] [added: 2022,] refer to Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.*][added: 2023.*]

TPL was originally organized in 1888 as a business trust to hold title to extensive tracts of land in [removed: numerous counties in West] [added: the State of] Texas [removed: which] [added: that] were previously the property of the Texas and Pacific Railway Company.

[removed: “Business — General — Corporate Reorganization,” on] [added: On] January 11, 2021, we completed our Corporate Reorganization from a business trust to a corporation [removed: changing] [added: and changed] our name from Texas Pacific Land Trust to Texas Pacific Land Corporation.

[removed: For an overview of our business and] [added: See the] discussion [removed: of our business segments, see] [added: in Part I,] Item [removed: 1.][added: 1, “Business — Business Segments” for additional information.]

Our business activity is generated from our surface and royalty interest [removed: ownership in West Texas,] [added: ownership,] primarily in the Permian Basin.

Our revenues are [removed: primarily] derived from [removed: oil, gas] [added: oil] and [added: gas royalties, water sales,] produced water royalties, [removed: sales of water] [added: easements] and [removed: land, easements,] [added: other surface-related income] and [removed: commercial leases.][added: land sales.]

In addition to fluctuations in response to changes in the market price for oil and gas, our financial results are [removed: also] subject to decisions by [added: not only] the owners and operators of [removed: not only the] oil and gas wells to which our oil and gas royalty interests relate, but also to other owners and operators in the Permian Basin as it relates to our other revenue streams, principally water sales, [added: produced water royalties,] easements and other surface-related revenue.

Oil prices continue to be impacted by certain actions by OPEC+, [removed: geopolitical factors,] [added: geopolitics,] and evolving global supply and demand trends, among other factors.

Global and domestic natural gas markets have experienced volatility due to macroeconomic conditions, infrastructure and logistical constraints, weather, and [removed: geopolitical issues,] [added: geopolitics,] among other factors.

Midstream infrastructure is currently [removed: under construction] [added: being developed] by operators to provide additional takeaway capacity, though the impact on future basis differentials will be dependent on future natural gas production and other factors.

Changes in [removed: macro-economic conditions, including rising interest rates and lower] global [removed: economic activity,] [added: and domestic macro-economic conditions] could result in additional shifts in oil and gas supply and demand in future periods.

Exploration and production (“E&P”) companies active in the Permian have generally increased their drilling and development activity in [removed: 2023] [added: 2024] compared to recent prior year activity levels.

Per the U.S. Energy Information Administration (“EIA”), Permian production [removed: is] [added: averaged] approximately [removed: six] [added: 6.3] million barrels per [removed: day,] [added: day during 2024,] which [removed: is higher than] [added: represents] the [removed: average daily] [added: highest annual] production [removed: of any year prior to 2023.][added: ever.]

[removed: With] [added: Due to] our ownership concentration in the Permian Basin, our revenues are directly impacted by oil and gas pricing and drilling activity in the Permian Basin.

[removed: Below are metrics] [added: The table below provides financial and operational data by royalty stream] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| WTI Cushing average price per bbl | | | | | | $ | [removed: 77.58] [added: 76.63] | | | | | $ | [removed: 94.90] [added: 77.58] | |

| Henry Hub average price per mmbtu | | | | | | $ | [removed: 2.53] [added: 2.19] | | | | | $ | [removed: 6.45] [added: 2.53] | |

| Average monthly horizontal permits | | | | | | [removed: 499] [added: 654] | | | | | | [removed: 627] [added: 499] | | |

| Average monthly horizontal wells drilled | | | | | | [removed: 422] [added: 504] | | | | | | [removed: 511] [added: 422] | | |

| Average weekly horizontal rig count | | | | | | [removed: 323] [added: 296] | | | | | | [removed: 318] [added: 323] | | |

| DUCs as of December 31 for each applicable year | | | | | | [removed: 4,656] [added: 4,536] | | | | | | [removed: 4,526] [added: 4,656] | | |

| *Total Average US weekly horizontal rig count* *(2)* | | | | | | [removed: 620] [added: 536] | | | | | | [removed: 659] [added: 620] | | |

The metrics [removed: above] [added: below] show selected [removed: domestic] benchmark oil and natural gas prices and approximate activity levels in the [added: Permian Basin for the years ended December 31, 2024 and 2023:]

[removed: Despite declining commodity prices,] [added: E&P companies generally have continued to deploy capital at a measured pace as] drilling and development activities across the Permian [removed: generally] [added: Basin have] remained strong [removed: in 2023.][added: overall.]

Accordingly, these decisions made by others affect not only our [added: share of] production [added: volumes] and produced water disposal volumes, but also directly impact our surface-related income and water sales.

We [removed: have] [added: had] no [removed: debt or] [added: debt,] credit facilities, [removed: nor] [added: or] any off-balance sheet arrangements as of December 31, [removed: 2023.][added: 2024.]

[removed: As of December 31, 2023, we had cash and cash equivalents of $725.2 million that we expect to utilize, along with cash flow from operations, to provide capital to] support our business, to [removed: repurchase our Common Stock subject to market conditions, to] pay dividends subject to the discretion of our Board, [added: to repurchase shares of our Common Stock subject to market conditions,] for potential acquisitions and for general corporate purposes.

[removed: For the year ended December 31, 2023, we paid $100.0] [added: We repurchased $29.2] million [removed: in dividends to our stockholders] and [removed: repurchased] $42.4 million of our Common Stock [removed: (including the] [added: (in each case, including] share repurchases not settled at the end of the [removed: period).][added: period) during the years ended December 31, 2024 and 2023, respectively.]

Additionally, [added: during the year ended December 31, 2024,] we invested approximately [removed: $15.2] [added: $21.7] million [removed: in TPWR projects] to maintain and/or enhance our water sourcing [removed: assets, of which $3.1 million related to water wells and related infrastructure acquired in conjunction with the acquisition of groundwater rights during the year ended December 31, 2023.][added: assets.]

We believe that cash from operations, together with our cash and cash equivalents balances, will be sufficient to meet ongoing capital expenditures, working capital requirements and other cash needs for [added: at least] the [removed: foreseeable future.][added: next 12 months.]

For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] net cash provided by operating activities was [removed: $418.3] [added: $490.7] million and [removed: $447.1] [added: $418.3] million, respectively.

The [removed: decrease] [added: increase] in cash flows provided by operating activities for the year ended December 31, [removed: 2023] [added: 2024] compared to the same period of [removed: 2022,] [added: 2023] was primarily [removed: related to] [added: driven by an increase in operating income and] changes in working capital [removed: requirements over the same time period.][added: requirements.]

For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] net cash used in investing activities was [removed: $60.3] [added: $471.7] million and [removed: $21.4] [added: $60.3] million, respectively.

Our cash flows used in investing activities are primarily related to [removed: land acquisitions, intangible assets such as subsurface easements,] [added: acquisitions] and capital expenditures related to our water services and operations segment.

For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] net cash used in financing activities was [removed: $144.6] [added: $378.1] million and [removed: $336.8] [added: $144.6] million, respectively.

Our cash flows used in financing [added: activities] principally consist of activities [removed: which] [added: that] return capital to our stockholders such as [removed: payment] [added: payments] of dividends and repurchases of our Common Stock.

Average oil prices for the year ended December 31, 2024 were relatively flat compared to average oil prices during the same period last year.

Average natural gas prices during 2024 decreased compared to average prior year natural gas prices.

The EIA currently estimates that Permian oil production for December 2024 was approximately 6.5 million barrels per day.

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| | | | | | | 2024 | | | | | | 2023 | | |

| Waha Hub natural gas average price per mmbtu | | | | | | $ | 0.14 | | | | | $ | 1.68 | |

While average oil prices for the year ended December 31, 2024 were generally flat compared to the same period in 2023, Henry Hub and Waha Hub natural gas prices for the year ended December 31, 2024 declined compared to the same period last year.

Although average rig counts during the year ended December 31, 2024 were lower compared to the same period last year, increased drilling and completion efficiencies have allowed operators to maintain robust levels of well development.

As we evaluate our current capital structure, capital allocation priorities, business fundamentals, and investment opportunities, we have set a target cash and cash equivalents balance of approximately $700 million.

Above this target, we will seek to deploy the majority of our free cash flow towards dividends and share repurchases.

As of December 31, 2024, we had cash and cash equivalents of $369.8 million that we expect to utilize, along with cash flow from operations, to provide capital to

[Table of](#i868de0f4806d4e3086e7a4d3ec9ed92a_13) [Contents](#i868de0f4806d4e3086e7a4d3ec9ed92a_13)

*Return of Capital to Shareholders*

During the year ended December 31, 2024, we paid total dividends to our stockholders of $347.3 million, consisting of cumulative regular cash dividends of $5.11 per share and a special dividend of $10.00 per share.

*Acquisition Activity*

We completed the following asset acquisitions and business combination during 2024:

*•*Acquired mineral interests across 7,490 NRA located primarily in the Midland Basin in Martin, Midland and other counties in Texas and New Mexico for cash consideration of $275.2 million, net of post-closing adjustments.

- Acquired mineral interests across 4,106 NRA located in Culberson County, Texas for a purchase price of $120.3 million, net of post-closing adjustments.

- Acquired 4,120 surface acres in Martin County, Texas along with other surface-related tangible and intangible assets in a business combination for total consideration of $45.0 million.

See Part I, Item 1, “Business — Recent Developments” for further discussion of our acquisition activity during 2024.

*Development of New Solutions for Produced Water and Capital Expenditures*

In May 2024, we announced our progress towards developing new solutions for produced water in the Permian Basin.

Over the last few years, we have been working with a leading industrial technology and manufacturing firm to develop an energy-efficient desalination and treatment process and associated equipment that can recycle produced water into fresh water with quality standards appropriate for surface discharge and beneficial reuse.

During the year ended December 31, 2024, we spent $9.9 million on this energy-efficient desalination and treatment process and equipment, of which $7.4 million was capitalized.

Our acquisitions may include land, royalty interests and other similar tangible and intangible assets.

For further information regarding acquisitions during the year ended December 31, 2024, see “Acquisition Activity” above.

Capital expenditures for the years ended December 31, 2024 and 2023 were $29.7 million and $15.0 million, respectively.

[Table of](#i868de0f4806d4e3086e7a4d3ec9ed92a_13) [Contents](#i868de0f4806d4e3086e7a4d3ec9ed92a_13)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | LRM | | | | | | WSO | | | | | | Consolidated | | | | | | LRM | | | | | | WSO | | | | | | Consolidated | | | | | | | | | | | | | | | | | |

| Land sales | | | 4,388 | | | | | | — | | | | | | 4,388 | | | | | | 6,806 | | | | | | — | | | | | | 6,806 | | | | | | | | | | | | | | | | | |

| Total revenues | | | 440,793 | | | | | | 265,030 | | | | | | 705,823 | | | | | | 432,105 | | | | | | 199,490 | | | | | | 631,595 | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| General and administrative expenses | | | 25,531 | | | | | | 8,952 | | | | | | 34,483 | | | | | | 39,078 | | | | | | 7,372 | | | | | | 46,450 | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Depreciation, depletion and amortization | | | 10,968 | | | | | | 14,194 | | | | | | 25,162 | | | | | | 3,073 | | | | | | 11,684 | | | | | | 14,757 | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total operating expenses | | | 71,249 | | | | | | 95,436 | | | | | | 166,685 | | | | | | 71,478 | | | | | | 74,064 | | | | | | 145,542 | | | | | | | | | | | | | | | | | |

As discussed in Item 1.

“Business — General.”

*Global Oil and Natural Gas Market Impact in 2023*

Average oil and gas prices during 2023 have declined compared to average prices during 2022.

In 2023, domestic natural gas prices have declined in part to growing supply.

| | | | | | | 2023 | | | | | | 2022 | | |

Permian Basin for the years ended December 31, 2023 and 2022.

Our oil and gas royalties are impacted by both oil and gas prices as well as production levels.

Oil and gas prices in 2023 have declined compared to the comparable period in 2022.

We acquired intangible assets of $21.4 million during the year ended December 31, 2023, consisting of a SWD easement and groundwater rights.

The SWD easement covers approximately 49,000 acres and provides us future disposal opportunities to service injection customers seeking disposal solutions located outside of core basins.

The groundwater rights provide us access to additional water volumes outside of our existing surface footprint to assist in managing fluctuations in customer demand.

Acquisitions of intangible assets and land increased $21.4 million and $19.7 million, respectively, for the year ended December 31, 2023 compared to the same period of 2022 and were partially offset by a decrease of $4.2 million in capital expenditures during the same time period.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Land sales and other operating revenue | | | 6,806 | | | | | | 9,972 | | | | | | 1,027 | | |

| Total revenues | | | 631,595 | | | | | | 667,422 | | | | | | 450,958 | | |

| General and administrative expenses | | | 14,928 | | | | | | 13,285 | | | | | | 11,638 | | |

| Legal and professional fees | | | 31,522 | | | | | | 8,735 | | | | | | 7,281 | | |

| Total operating expenses | | | 145,542 | | | | | | 105,115 | | | | | | 88,565 | | |

| Operating income | | | 486,053 | | | | | | 562,307 | | | | | | 362,393 | | |

| Other income, net | | | 31,508 | | | | | | 6,548 | | | | | | 624 | | |

| Income before income taxes | | | 517,561 | | | | | | 568,855 | | | | | | 363,017 | | |

| Income tax expense (benefit): | | | | | | | | | | | | | | | | | |

| Current | | | 110,517 | | | | | | 121,230 | | | | | | 93,265 | | |

| Deferred | | | 1,399 | | | | | | 1,263 | | | | | | (228) | | |

The increase in salaries and related employee expenses is principally related to market compensation adjustments.

Water sales, which increased 32.4% during 2023, were impacted not only by increased customer volumes, but also by higher demand within shorter time commitments and resulted in increased water purchase, treatment and transfer expenses.

While these dynamics in demand resulted in a 92.2% increase in water service-related expenses for the year ended December 31, 2023 compared to the same period of 2022, the operational decision to meet these demands resulted in increased revenues and operating income over the same time period.

*Legal and professional fees*.

Legal and professional fees were $31.5 million for the year ended December 31, 2023 compared to $8.7 million for the comparable period of 2022.

The increase is principally related to legal expenses associated with stockholder matters.

See further discussion in Part I - Item 3.

Legal Proceedings.

*Ad valorem and other taxes*.

Ad valorem and other taxes were $7.4 million for the year ended December 31, 2023, compared to $8.9 million for the comparable period of 2022.

Ad valorem taxes for the year ended December 31, 2022 included payments for prior year ad valorem tax liabilities which had not been paid by the third party responsible for those ad valorem taxes.

Prior to January 1, 2022, the ad valorem taxes with respect to our historical royalty interests were paid directly by third parties pursuant to an existing arrangement.

Since the completion of our Corporate Reorganization on January 11, 2021, we have received notice from a third party that it no longer intends to pay the ad valorem taxes related to such historical royalty interests.

The Company’s financial instruments consist of cash and cash equivalents [removed: (consisting] [added: (primarily consisting] of U.S. Treasury Bills and commercial paper), accounts payable and other liabilities and the carrying amounts of these instruments approximate fair value due to the short-term nature of these instruments.

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 725,169] [added: 369,835] | | | | | $ | [removed: 510,834] [added: 725,169] | |

| Accounts receivable and accrued receivables, net | | | [removed: 128,971] [added: 126,670] | | | | | | [removed: 103,983] [added: 128,971] | | |

| Prepaid expenses and other current assets | | | [removed: 2,944] [added: 5,318] | | | | | | [removed: 7,427] [added: 2,944] | | |

| Tax like-kind exchange escrow | | | [removed: 5,380] [added: 1,546] | | | | | | [removed: 6,348] [added: 5,380] | | |

| Prepaid income taxes | | | — | | | | | | 4,809 | | | [added: | | | (4,809) | | |]

| Total current assets | | | [removed: 862,464] [added: 503,369] | | | | | | [removed: 633,401] [added: 862,464] | | |

| Real estate acquired | | | [removed: 130,024] [added: 143,178] | | | | | | [removed: 109,704] [added: 130,024] | | |

| Property, plant and equipment, net | | | [removed: 89,587] [added: 122,578] | | | | | | [removed: 85,478] [added: 89,587] | | |

| Royalty interests acquired, net | | | [removed: 46,609] [added: 432,401] | | | | | | [removed: 45,025] [added: 46,609] | | |

| Intangible assets, net | | | [removed: 21,025] [added: 35,188] | | | | | | [removed: —] [added: 21,025] | | |

| 1/16th [added: and 1/128th] nonparticipating perpetual royalty [removed: interest] [added: interests] | | | — | | | | | | — | | |

| Operating lease right-of-use assets | | | [removed: 1,861] [added: 1,163] | | | | | | [removed: 2,525] [added: 1,861] | | |

| Other assets | | | [removed: 4,828] [added: 10,143] | | | | | | [removed: 1,294] [added: 4,828] | | |

| Total assets | | | $ | [removed: 1,156,398] [added: 1,248,020] | | | | | $ | [removed: 877,427] [added: 1,156,398] | |

| Accounts payable and accrued expenses | | | $ | [removed: 22,501] [added: 26,958] | | | | | $ | [removed: 23,443] [added: 22,501] | |

| Ad valorem and other taxes payable | | | [removed: 10,761] [added: 8,418] | | | | | | [removed: 8,497] [added: 10,761] | | |

| Income taxes payable | | | [removed: 4,795] [added: 4,388] | | | | | | [removed: 3,167] [added: 4,795] | | |

| Unearned revenue | | | [removed: 6,330] [added: 6,797] | | | | | | [removed: 4,488] [added: 6,330] | | |

| Total current liabilities | | | [removed: 44,387] [added: 46,561] | | | | | | [removed: 39,595] [added: 44,387] | | |

| Deferred taxes payable | | | [removed: 42,365] [added: 47,401] | | | | | | [removed: 41,151] [added: 42,365] | | |

| Unearned revenue - noncurrent | | | [removed: 25,006] [added: 20,636] | | | | | | [removed: 21,708] [added: 25,006] | | |

| Operating lease liabilities | | | [removed: 1,170] [added: 453] | | | | | | [removed: 1,955] [added: 1,170] | | |

| Accrued liabilities - noncurrent | | | [removed: 274] [added: 504] | | | | | | [removed: 131] [added: 274] | | |

| Total liabilities | | | [removed: 113,202] [added: 115,555] | | | | | | [removed: 104,540] [added: 113,202] | | |

[removed: |] Commitments and [removed: contingencies | | | — | | | | | | — | | |][added: Contingencies]

| Preferred stock, $0.01 par value; 1,000,000 shares authorized, none outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | — | | | | | | — | | |

| Common stock, $0.01 par value; [removed: 7,756,156] [added: 46,536,936] shares authorized [added: as of December 31, 2024] and [removed: 7,669,227] [added: 2023, 22,971,803] and [removed: 7,695,679] [added: 23,007,681] outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 78] [added: 231] | | | | | | 78 | | |

| Treasury stock, at cost; [removed: 86,929] [added: 114,273] and [removed: 60,477] [added: 86,929] shares as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: (144,998)] [added: (168,843)] | | | | | | [removed: (104,139)] [added: (144,998)] | | |

| Additional paid-in capital | | | [removed: 14,613] [added: 19,900] | | | | | | [removed: 8,293] [added: 14,613] | | |

| Accumulated other comprehensive income | | | [removed: 1,831] [added: 3,583] | | | | | | [removed: 2,516] [added: 1,831] | | |

| Retained earnings | | | [removed: 1,171,672] [added: 1,277,594] | | | | | | [removed: 866,139] [added: 1,171,672] | | |

| Total equity | | | [removed: 1,043,196] [added: 1,132,465] | | | | | | [removed: 772,887] [added: 1,043,196] | | |

| Total liabilities and equity | | | $ | [removed: 1,156,398] [added: 1,248,020] | | | | | $ | [removed: 877,427] [added: 1,156,398] | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Oil and gas royalties | | | $ | [removed: 357,394] [added: 373,331] | | | | | $ | [removed: 452,434] [added: 357,394] | | | | | $ | [removed: 286,468] [added: 452,434] | |

| Water sales | | | [removed: 112,203] [added: 150,724] | | | | | | [removed: 84,725] [added: 112,203] | | | | | | [removed: 67,766] [added: 84,725] | | |

| Produced water royalties | | | [removed: 84,260] [added: 104,123] | | | | | | [removed: 72,234] [added: 84,260] | | | | | | [removed: 58,081] [added: 72,234] | | |

| Easements and other surface-related income | | | [removed: 70,932] [added: 73,257] | | | | | | [removed: 48,057] [added: 70,932] | | | | | | [removed: 37,616] [added: 48,348] | | |

| Total revenues | | | [removed: 631,595] [added: 705,823] | | | | | | [removed: 667,422] [added: 631,595] | | | | | | [removed: 450,958] [added: 667,422] | | |

| Commitments and contingencies (Note 13) | | | — | | | | | | — | | |

| Land sales | | | 4,388 | | | | | | 6,806 | | | | | | 9,681 | | |

| Basic | | | $ | 19.75 | | | | | $ | 17.60 | | | | | $ | 19.27 | |

| Diluted | | | $ | 19.72 | | | | | $ | 17.59 | | | | | $ | 19.26 | |

| Basic | | | 22,986,197 | | | | | | 23,044,305 | | | | | | 23,165,871 | | |

| Diluted | | | 23,019,751 | | | | | | 23,059,845 | | | | | | 23,180,427 | | |

| Repurchases of common stock and related excise taxes | | | | | | | | | (42,902) | | | | | | — | | | | | | | | | | | | (29,350) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (29,350) | | |

| Special dividends paid and accrued — $10.00 per share of common stock | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (229,834) | | | | | | | | | | | | (229,834) | | |

| Share-based compensation, net of forfeitures | | | | | | | | | 9,972 | | | | | | — | | | | | | | | | | | | 7,128 | | | | | | 5,440 | | | | | | — | | | | | | (730) | | | | | | | | | | | | 11,838 | | |

| Shares exchanged for tax withholdings | | | | | | | | | (2,948) | | | | | | — | | | | | | | | | | | | (1,623) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (1,623) | | |

| Balances as of December 31, 2024 | | | | | | | | | 22,971,803 | | | | | | $ | 231 | | | | | | | | | | | $ | (168,843) | | | | | $ | 19,900 | | | | | $ | 3,583 | | | | | $ | 1,277,594 | | | | | | | | | | | $ | 1,132,465 | |

| Pension curtailment/settlement gains | | | (4,616) | | | | | | — | | | | | | — | | |

| Acquisition of a business | | | (45,000) | | | | | | — | | | | | | — | | |

*Organization*

Certain prior period amounts have been reclassified to conform with the current year presentation.

Segment Reporting

Operating segments are based on components of the Company that engage in business activity that earn revenues and incur expenses and (a) whose operating results are regularly reviewed by our chief operating decision maker (“CODM”) to make decisions about resource allocation and performance and (b) for which discrete financial information is available.

The measure of profit or loss that the CODM uses to assess performance and allocated resources to our reportable segments is Net Income.

Our chief executive officer is the CODM and uses Net Income to evaluate income generated by each segment in his determination of allocating resources to each segment.

Our cash equivalents are considered Level 1 assets in the fair value hierarchy.

We use the highest level of observable market data if such data is available without undue cost and effort.

Business Combinations and Asset Acquisitions

Our acquisition activities generally include acquisitions of royalty interests and/or land (real estate), and at times, may also include acquisitions of intangible assets or other tangible assets.

When accounting for acquisition activities, we evaluate whether a transaction meets the definition of a business.

We first apply a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If the screen test is met, the transaction is accounted for as an asset acquisition.

If the screen test is not met, we further consider whether the set of assets acquired have, at a minimum, inputs and processes that have the ability to create outputs in the form of revenue.

If the assets acquired meet this criteria, the transaction is accounted for as a business combination.

Acquisitions that qualify as an asset acquisition are accounted for using a cost accumulation model whereby the purchase price of the acquisition is allocated to the assets acquired on a relative fair value basis on the date of acquisition.

Inputs used to determine such fair values are primarily based upon internally developed models, publicly-available drilling information, a risk-adjusted discount rate and/or publicly-available data regarding transactions consummated by other buyers and sellers, as applicable.

These fair values are considered Level 2 and Level 3 assets in the fair value hierarchy.

Any associated acquisition costs are capitalized.

Acquisitions that qualify as a business combination are accounted for using the acquisition method of accounting.

The fair value of consideration transferred for an acquisition is allocated to the assets acquired and liabilities assumed based on their fair value on a nonrecurring basis on the acquisition date and are subject to fair value adjustments under certain circumstances.

The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed is recorded as goodwill.

Conversely, in the event the fair value of assets acquired and liabilities assumed is greater than the consideration transferred, a bargain purchase gain is recognized.

Determining the fair value of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions as fair values are not always readily determinable.

Different techniques may be used to determine fair values, including market prices (where available), comparisons to transactions involving the acquisition of similar assets and liabilities and the discounted net present value of estimated future cash flows, among others.

We engage third-party valuation firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed.

Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 1/128th nonparticipating perpetual royalty interest | | | — | | | | | | — | | |

F-3

| Land sales and other operating revenue | | | 6,806 | | | | | | 9,972 | | | | | | 1,027 | | |

| Legal and professional fees | | | 31,522 | | | | | | 8,735 | | | | | | 7,281 | | |

| Basic | | | $ | 52.81 | | | | | $ | 57.80 | | | | | $ | 34.83 | |

| Diluted | | | $ | 52.77 | | | | | $ | 57.77 | | | | | $ | 34.83 | |

| Basic | | | 7,681,435 | | | | | | 7,721,957 | | | | | | 7,752,027 | | |

| Diluted | | | 7,686,615 | | | | | | 7,726,809 | | | | | | 7,752,054 | | |

| Balances as of January 1, 2021 | | | 7,756,156 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | (2,693) | | | | | $ | — | | | | | $ | 487,877 | | | | | $ | 485,184 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 269,980 | | | | | | — | | | | | | 269,980 | | |

| Conversion of Sub-shares into shares of common stock | | | (7,756,156) | | | | | | 7,756,156 | | | | | | 78 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 487,799 | | | | | | (487,877) | | | | | | — | | |

| Repurchases of common stock | | | — | | | | | | (14,791) | | | | | | — | | | | | | — | | | | | | 14,791 | | | | | | (19,903) | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,903) | | |

| Share-based compensation, net of forfeitures | | | — | | | | | | 699 | | | | | | — | | | | | | 8,265 | | | | | | (699) | | | | | | 940 | | | | | | — | | | | | | (773) | | | | | | — | | | | | | 8,432 | | |

| Prepaid income taxes | | | 4,809 | | | | | | (4,809) | | | | | | — | | |

| Share repurchases and associated excise taxes not settled at the end of the period | | | $ | 582 | | | | | $ | 354 | | | | | $ | 219 | |

Our segments provide management with a comprehensive financial view of our key businesses.

with respect to drilling and related engineering information.

Real estate acquired is recorded at cost and carried at the lower of cost or market.

Valuations are periodically performed or obtained by management whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairments, if any, are recorded by a charge to net income and a valuation allowance if the carrying value of the property exceeds its estimated fair value.

We follow the successful efforts method of accounting for our royalty interests acquired, which are carried at the lower of cost or market.

Impairments, if any, are recorded by a charge to net income and a reduction in the carrying value of our royalty interests if the carrying value exceeds the estimated fair value.

Depletion is recorded based upon a units of production basis.

Intangible assets include a saltwater disposal easement and acquired groundwater rights.

When the Company acquires intangible assets that are attached to real estate and/or other tangible assets, an allocation of the total purchase price, including any direct costs of the acquisition, is made at the date of acquisition based on the estimated relative fair values of the assets acquired.

In such event, the fair value of the asset is determined using an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist.

If an impairment has occurred, a loss for the difference between the carrying value and the estimated fair value of the intangible asset is recognized in the statement of income.

Reclassifications

Certain financial information on the consolidated balance sheet as of December 31, 2022 and consolidated statement of income and total comprehensive income for the year ended December 31, 2022 and December 31, 2021, respectively, have been revised to conform to the current year presentation.

These revisions include a balance sheet reclassification of $454,000 of other taxes payable previously included in accounts payable and accrued expenses to ad valorem and other taxes payable, an income statement reclassification of $120,000 of property taxes previously included in general and administrative expenses to ad valorem and other taxes, an income statement reclassification of $55,000 from land sales expenses to general and administrative expenses for the year ended December 31, 2022 and an income statement reclassification of $144,000 of property taxes previously included in general and administrative expenses to ad valorem and other taxes for the year ended December 31, 2021.

For the year ended December 31, 2022, we acquired 177 acres of land in Texas for an aggregate purchase price of $0.6 million.

For the year ended December 31, 2021, we acquired 88 acres of land in Texas for an aggregate purchase price of approximately $0.5 million.

For the year ended December 31, 2022, we acquired oil and gas royalty interests in 92 net royalty acres (normalized to 1/8th) for an aggregate purchase price of approximately $1.7 million.

*Acquisitions*

For the year ended December 31, 2023, we acquired a saltwater disposal easement and groundwater rights in separate transactions for an aggregate cost of approximately $21.4 million.

We had no intangible assets as of December 31, 2022.

| | | | $ | 3,648 | | | | | $ | 3,473 | |

| | | | Total | | | | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | | | | Significant Other Observable Inputs (Level 2) | | | | | | Significant Unobservable Inputs (Level 3) | | |

| *As of December 31, 2022:* | | | | | | | | | | | | | | | | | | | | | | | |

There are no material pending legal proceedings to which we are a party or of which any of our property is the subject.

TPL is not involved in any material pending legal proceedings other than the item disclosed below.

On November 23, 2022, TPL filed a complaint in Delaware Chancery Court (“the Court”) against Horizon Kinetics, LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors LLC, and SoftVest, L.P. (collectively, the “Stockholder Defendants”) under the caption Texas Pacific Land Corporation v.

Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC, and SoftVest L.P. (C.A. No. 2022-1066-JTL) (the “Action”).

Horizon Kinetics LLC and Horizon Kinetics Asset Management LLC are affiliated with Murray Stahl, a member of the Board, and Softvest Advisors, LLC and SoftVest L.P. are affiliated with Eric Oliver, a member of the Board.

TPL filed the Action to resolve a disagreement with the Stockholder Defendants over their voting commitments pursuant to the Stockholders’ Agreement with the Company.

A trial was held on April 17, 2023.

On December 1, 2023, the Court ruled that the Stockholder Defendants’ shares were deemed voted in favor of Proposal Four, the Company’s proposal to increase the number of authorized shares of Common Stock, which the Court deemed approved by holders of a majority of the Company’s Stock, at the Company’s 2022 annual meeting of stockholders.

The decision is currently on appeal.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day [added: (June 28, 2024)] of the registrant’s most recently completed second fiscal quarter (June 30, [removed: 2023)] [added: 2024)] was approximately [removed: $7.5] [added: $10.9] billion.

| [Item [removed: 1.](#i0a1ad4e7b46d48a9b568fd740e08b056_340)] [added: 1.](#i868de0f4806d4e3086e7a4d3ec9ed92a_25)] | | | [removed: [Business](#i0a1ad4e7b46d48a9b568fd740e08b056_340)] [added: [Business](#i868de0f4806d4e3086e7a4d3ec9ed92a_25)] | | | [removed: [1](#i0a1ad4e7b46d48a9b568fd740e08b056_340)] [added: [1](#i868de0f4806d4e3086e7a4d3ec9ed92a_25)] | | |

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*Statements in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of [removed: 1933] [added: 1933, as amended (the “Securities Act”)] and Section 21E of the Securities Exchange Act of 1934, [added: as amended (the “Exchange Act”),] including statements regarding management’s expectations, hopes, intentions or strategies regarding the future.

Words or phrases such as “expects” and “believes,” or similar [removed: expressions,] [added: expressions or the negative of such terms,] when used in this Annual Report on Form 10-K or other filings with the Securities and Exchange Commission (the “SEC”), are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements [removed: include] [added: include, but are not limited to,] statements regarding the Company’s future operations and prospects, the markets for real estate in the areas in which the Company owns real estate, applicable zoning regulations, the markets for oil and gas including actions of other oil and gas producers or consortiums worldwide such as the Organization of Petroleum Exporting Countries (“OPEC”) and Russia (collectively referred to as “OPEC+”), expected competition, management’s intent, beliefs or current expectations with respect to the Company’s future financial performance and other matters.

All forward-looking statements in this Report are based on information available to [removed: us] [added: us, and speak only,] as of the date this Report is filed with the SEC, and we assume no responsibility to update any such forward-looking statements, except as required by law.

These risks, uncertainties and other factors include, but are not limited to, the factors discussed in [added: Part I,] Item 1A.

“Risk Factors” and [added: Part II,] Item 7.

Texas Pacific Land Corporation (which, together with its subsidiaries as the context requires, may be referred to as [removed: “TPL”,] [added: “TPL,”] the [removed: “Company”, “our”, “we”] [added: “Company,” “our,” “we,”] or “us”) is a Delaware Corporation and one of the largest landowners in the State of Texas with approximately [removed: 868,000] [added: 873,000] surface acres of [removed: land in West Texas,] [added: land,] principally concentrated in the Permian Basin.

Additionally, we own a 1/128th nonparticipating perpetual oil and gas royalty interest (“NPRI”) under approximately 85,000 acres of land, a 1/16th NPRI under approximately 371,000 acres of land, and approximately [removed: 4,000] [added: 16,000] additional net royalty acres (normalized to 1/8th) (“NRA”), for a collective total of approximately [removed: 195,000 NRA all located] [added: 207,000 NRA, principally concentrated] in the [removed: western part of Texas.][added: Permian Basin.]

On January 11, 2021, the Trust completed its reorganization from a business trust, Texas Pacific Land Trust, into Texas Pacific Land [removed: Corporation (“TPL Corporation”),] [added: Corporation,] a corporation formed and existing under the laws of the State of [removed: Delaware.][added: Delaware (“the “Corporate Reorganization”).]

During the initial development phase [removed: where] [added: whereby] infrastructure for oil and gas development is constructed, we receive fixed fee payments for use of our land and revenue for sales of materials (caliche) used in the construction of the infrastructure.

During the drilling and completion phase, we generate revenue for providing sourced [added: water] and/or treated produced [removed: water in addition to] [added: water,] fixed fee payments for use of our [removed: land.][added: land and revenue related to the sale of sand to operators.]

During the production phase, we receive revenue from our oil and gas royalty interests and [removed: also revenues] [added: revenue] related to saltwater disposal on our land.

[removed: TPL’s] [added: Our] mission is to pursue a thoughtful, long-term approach towards optimizing and building upon the commercial and environmental virtues of our extensive lands and resources.

[removed: TPL has] [added: We have] a long history of responsible management of [removed: its] [added: our] legacy assets, and in recent years, [removed: the Company has] [added: we have] expanded [removed: its] [added: our] business strategy to generate incremental revenue streams that take advantage of [removed: the Company’s] [added: our] vast surface and royalty footprint, such as [removed: its] [added: our] investments in the Water Services and Operations business segment.

Beyond [removed: TPL’s] [added: our] current businesses, [removed: the Company continues] [added: we continue] to explore new opportunities related [added: to renewable energy, environmental]

[removed: to renewable energy, environmental] sustainability, and technology, among others, that can leverage [removed: the already] [added: our] existing legacy surface and royalty assets.

[removed: The Company’s] [added: Our] business model emphasizes high cash flow margins and relatively low ongoing capital expenditure requirements, and [added: we expect] new opportunities [removed: would generally be expected] to [added: generally] align with these priorities.

[removed: The Company remains] [added: We remain] focused on optimizing long-term value creation and profitability, fostering responsible stewardship of our assets, providing quality customer service, and engaging with and advocating for employee and stakeholder interests.

As of February 12, 2025, there were 22,984,798 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

| | | | [PART I](#i868de0f4806d4e3086e7a4d3ec9ed92a_19) | | | | | |

| [Item 1C.](#i868de0f4806d4e3086e7a4d3ec9ed92a_439) | | | [Cybersecurity](#i868de0f4806d4e3086e7a4d3ec9ed92a_439) | | | [14](#i868de0f4806d4e3086e7a4d3ec9ed92a_439) | | |

| [Item 2.](#i868de0f4806d4e3086e7a4d3ec9ed92a_442) | | | [Properties](#i868de0f4806d4e3086e7a4d3ec9ed92a_442) | | | [17](#i868de0f4806d4e3086e7a4d3ec9ed92a_442) | | |

| | | | [PART II](#i868de0f4806d4e3086e7a4d3ec9ed92a_364) | | | | | |

| [Item 6.](#i868de0f4806d4e3086e7a4d3ec9ed92a_424) | | | [Reserved](#i868de0f4806d4e3086e7a4d3ec9ed92a_424) | | | [20](#i868de0f4806d4e3086e7a4d3ec9ed92a_424) | | |

| | | | [PART III](#i868de0f4806d4e3086e7a4d3ec9ed92a_445) | | | | | |

| | | | [PART IV](#i868de0f4806d4e3086e7a4d3ec9ed92a_463) | | | | | |

[Table of](#i868de0f4806d4e3086e7a4d3ec9ed92a_13) [Contents](#i868de0f4806d4e3086e7a4d3ec9ed92a_13)

Additionally, as a result of an acquisition in 2024, we have recently begun receiving commercial revenue related to a nonhazardous oilfield solids waste disposal site.

See further discussion in Note 3, “Assets Acquired in a Business Combination” in the notes to our consolidated financial statements included under Part II, Item 8.

[Table of](#i868de0f4806d4e3086e7a4d3ec9ed92a_13) [Contents](#i868de0f4806d4e3086e7a4d3ec9ed92a_13)

Recent Developments

*Common Stock Split*

On March 26, 2024, we effected a three-for-one stock split in the form of a stock dividend of two additional shares of common stock, par value $0.01 per share (“Common Stock”), for every share of Common Stock outstanding to stockholders of record as of March 18, 2024.

All shares, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and per share information have been retroactively adjusted to reflect the stock split.

The shares of Common Stock retained a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common Stock” on our consolidated balance sheets.

*Acquisition Activity During 2024*

In August 2024, we acquired 4,120 surface acres in Martin, County, Texas along with other surface-related tangible and intangible assets from an unaffiliated seller, for total cash consideration of $45.0 million, of which $20.4 million represented assets acquired for the Land and Resource Management segment with the remaining $24.6 million of assets acquired for the Water Services and Operations segment.

In addition to surface acres, we acquired water sourcing assets and other contractual rights including a contractual right to a 7.5% royalty on revenue generated from a nonhazardous oilfield solids waste disposal site.

These assets generate revenue streams across both segments including water sales, produced water royalties, and other surface related (“SLEM”) revenue and provide additional commercial growth opportunities for us to expand water sourcing and produced water opportunities to both new and existing customers.

See further discussion of this acquisition in Note 3, “Assets Acquired in a Business Combination” in the notes to our consolidated financial statements included under Part II, Item 8.

“Financial Statements and Supplementary Data.”

Also in August 2024, we acquired mineral interests across 4,106 NRA located in Culberson County, Texas for a purchase price of $120.3 million, net of post-closing adjustments.

The acquisition was completed in conjunction with Brigham Royalties Fund I Holdco, L.L.C., a subsidiary of Brigham Royalties, LLC (“Brigham Royalties”) in an arms-length transaction with an unaffiliated seller.

See further discussion of this acquisition in Note 4, “Oil and Gas Royalty Interests” in the notes to our consolidated financial statements included under Part II, Item 8.

“Financial Statements and Supplementary Data.” The acquired mineral interests overlap with existing TPL royalty acreage.

In October 2024, we acquired 7,490 NRA located primarily in the Midland Basin in Martin, Midland and other counties in Texas and New Mexico, with over 80% of the acquired interests adjacent to or overlapping existing TPL surface and royalty acreage for cash consideration of $275.2 million, net of post-closing adjustments.

“Financial Statements and Supplementary Data.”

Thus, in addition to being subject to fluctuations in response to the market prices for oil and gas, our oil and gas royalties are

[Table of](#i868de0f4806d4e3086e7a4d3ec9ed92a_13) [Contents](#i868de0f4806d4e3086e7a4d3ec9ed92a_13)

Additionally, as a result of an acquisition in 2024, we have recently begun generating commercial revenue related to a nonhazardous oilfield solids waste disposal site.

See the discussion of acquisition activity above for additional information.

| Land sales | | | 4,388 | | | | | | 1 | | % | | | | 6,806 | | | | | | 1 | | % | | | | 9,681 | | | | | | 1 | | % |

See Part II, Item 7.

There are a number of oil and gas wells in which we have royalty interests that have been permitted but are still awaiting drilling and completion activity.

These permitted and DUC wells represent potential near-term

[Table of](#i868de0f4806d4e3086e7a4d3ec9ed92a_13) [Contents](#i868de0f4806d4e3086e7a4d3ec9ed92a_13)

candidates for further development by operators towards ultimately being placed into production.

As of February 14, 2024, there were 7,668,422 shares of Common Stock outstanding.

| | | | [PART I](#i0a1ad4e7b46d48a9b568fd740e08b056_334) | | | | | |

| [Item 1C.](#i0a1ad4e7b46d48a9b568fd740e08b056_1649267444061) | | | [Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure](#i0a1ad4e7b46d48a9b568fd740e08b056_1649267444061) | | | [16](#i0a1ad4e7b46d48a9b568fd740e08b056_1649267444061) | | |

| [Item 2.](#i0a1ad4e7b46d48a9b568fd740e08b056_397) | | | [Properties](#i0a1ad4e7b46d48a9b568fd740e08b056_397) | | | [19](#i0a1ad4e7b46d48a9b568fd740e08b056_397) | | |

| | | | [PART II](#i0a1ad4e7b46d48a9b568fd740e08b056_400) | | | | | |

| [Item 6.](#i0a1ad4e7b46d48a9b568fd740e08b056_406) | | | [Reserved](#i0a1ad4e7b46d48a9b568fd740e08b056_406) | | | [22](#i0a1ad4e7b46d48a9b568fd740e08b056_406) | | |

| | | | [PART III](#i0a1ad4e7b46d48a9b568fd740e08b056_418) | | | | | |

| | | | [PART IV](#i0a1ad4e7b46d48a9b568fd740e08b056_19) | | | | | |

TPL Corporation is an independent public company and its common stock, par value of $0.01 per share (“Common Stock”) is listed under the symbol “TPL” on the New York Stock Exchange (the “NYSE”).

See further discussion under “Corporate Reorganization” below.

Any references in this Annual Report on Form 10-K to the Company, TPL, our, we or us with respect to periods prior to January 11, 2021, will be in reference to the Trust, and references to periods on that date and thereafter will be in reference to Texas Pacific Land Corporation or TPL Corporation.

*Corporate Reorganization*

On January 11, 2021, TPL completed its reorganization from a trust into a corporation (the “Corporate Reorganization”).

As part of the Corporate Reorganization, on January 11, 2021, shares of TPL Corporation’s Common Stock were distributed to holders of sub-share certificates of proprietary interest, par value $0.03-1/3 of the Trust (“Sub-shares”) on the basis of one share of Common Stock for every Sub-share (the “Distribution”).

Prior to the Corporate Reorganization, as a result of a proxy contest mounted by certain holders of Sub-shares, the Trust entered into a stockholders’ agreement dated as of June 11, 2020 and amended as of December 14, 2020 (the “Stockholders’ Agreement”), with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC (together with Horizon Kinetics LLC and its affiliates, “Horizon”), SoftVest Advisors, LLC, SoftVest, L.P. (together with SoftVest Advisors, LLC and its affiliates, “SoftVest,” and together with Horizon, the “Investor Group”), and Mission Advisors, LP, (“Mission” and together with the Investor Group, collectively, the “stockholder parties”).

The Stockholders’ Agreement provided for, among other things, the appointment of Dana F.

McGinnis, Eric L.

Oliver and Murray Stahl as directors of TPL’s board of directors (the “Board”) in connection with the Corporate Reorganization.

Mr. McGinnis resigned from the Board in March 2022.

Pursuant to the Stockholders’ Agreement, the stockholder parties agreed to vote all of the shares of Common Stock they beneficially owned at each annual or special meeting of stockholders of the Company in accordance with the Board’s recommendations, subject to certain exceptions.

The termination date of the Stockholders’ Agreement was to occur immediately following the completion of the 2022 annual meeting of stockholders, except that the respective obligations of the Investor Group were to survive until such time as neither Investor Group designee is serving on the Board.

A dispute arose relating to the voting by the Investor Group on a proposal at the 2022 annual meeting of stockholders.

The dispute was eventually resolved by the Delaware Court of Chancery, which ruling is now being appealed, but prior to such resolution, on July 28, 2023, the Company and the Investor Group entered into a Cooperation Agreement (the “Cooperation Agreement”) pursuant to which (i) Mr. Stahl, Marguerite Woung-Chapman and Robert Roosa would be nominated by the Company for election at the 2023 annual meeting of stockholders, (ii) the pre-signed conditional resignation letters submitted by Messrs.

Stahl and Oliver pursuant to the Stockholders’ Agreement were considered withdrawn and no longer effective, and (iii) the Investor Group agreed to vote or cause to be voted all of the shares of Common Stock over which the Investor Group has direct or indirect voting control for the election of the three nominees named above and against any director nominee not recommended by the Board, for proposals regarding approval of executive compensation and ratification of the Company’s independent registered public accounting firm, and in accordance with the recommendation of the majority of the Board in respect of any proposals submitted by stockholders.

The Cooperation Agreement also provided for mutual non-disparagement covenants and certain standstill obligations for the Investor Group as long as one of Mr. Stahl or Mr. Oliver remain on the Board.

In addition, the termination date of the Stockholders’ Agreement was changed to occur following the completion of the 2023 annual meeting, which occurred on November 10, 2023.

Historical Operating Performance

The table below reflects our historical operating results for the last five years (in thousands, except per share amounts):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Revenues | | | $ | 631,595 | | | | | $ | 667,422 | | | | | $ | 450,958 | | | | | $ | 302,564 | | | | | $ | 490,496 | |

| Net income | | | $ | 405,645 | | | | | $ | 446,362 | | | | | $ | 269,980 | | | | | $ | 176,049 | | | | | $ | 318,728 | |

| Net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 52.81 | | | | | $ | 57.80 | | | | | $ | 34.83 | | | | | $ | 22.70 | | | | | $ | 41.09 | |

| Diluted | | | $ | 52.77 | | | | | $ | 57.77 | | | | | $ | 34.83 | | | | | $ | 22.70 | | | | | $ | 41.09 | |

| Land sales and other operating revenue | | | 6,806 | | | | | | 1 | | % | | | | 9,972 | | | | | | 1 | | % | | | | 1,027 | | | | | | — | | % |

Please see discussion of our financial results at Item 7.

During 2023, we invested $15.2 million in TPWR projects to maintain and/or enhance water sourcing assets and acquired groundwater rights for $3.8 million to provide us access to additional water volumes outside of our existing surface footprint to assist in managing fluctuations in customer demand.

[removed: There can be no guarantee that] [added: Despite these efforts,] our policies and procedures [removed: will] [added: may not] be properly followed in every instance [removed: or that those policies] and [removed: procedures will] [added: may not always] be effective.

Our risk factors, which can found be found in [added: Part I,] Item 1A.

We have had no cybersecurity incidents [added: or other risks from cybersecurity threats] to [removed: date, and can provide no assurance] [added: date] that [removed: there will not be incidents in the future] [added: have materially affected,] or [removed: that they will not] [added: are reasonably likely to] materially [removed: affect] [added: affect,] us, including our business strategy, results of operations, or financial condition.

We employ a risk-based approach to cybersecurity which aligns with [added: our] corporate strategy, risk management and governance, and adaptable information technology (“IT”) infrastructure.

We engage third-party service providers to perform annual external [added: and internal] penetration testing, disaster recovery testing, and security incident simulations.

[removed: *Infrastructure;] [added: *Infrastructure:] Network and Physical Security*

[removed: We also employ (i) network and endpoint intrusion prevention and detection] throughout our infrastructure, (ii) systems that monitor our infrastructure and alert our management of potential cybersecurity issues and vulnerabilities, and (iii) a seasoned process for managing and installing patches for third-party applications.

- information protection and governance; [removed: and,][added: and]

We have instituted cybersecurity event detection systems, methods, and supporting processes to perform continuous monitoring, identify and classify events and anomalies, take appropriate actions when [removed: necessary] [added: necessary,] and report incidents to the appropriate parties.

We have implemented and continue to maintain [removed: the Company’s] [added: our] IT policies, standards, procedures, and controls to oversee, identify and manage cybersecurity risks associated with all third-party service providers.

[removed: TPL’s] [added: Our] information security program is designed to ensure that management and the Board are adequately informed about, and provided with the tools necessary to monitor, (i) material risks from cybersecurity threats and (ii) [removed: the Company’s] [added: our] efforts related to the prevention, detection, mitigation, and remediation of cybersecurity incidents.

The Board has delegated to the Audit Committee [removed: of the Board (the “Audit Committee”)] primary responsibility for overseeing enterprise risk management, including oversight of risks from cybersecurity threats.

The Audit Committee periodically reviews TPL’s policies and practices, including incident response plans, for managing cybersecurity risks to ensure that such policies and practices are appropriately tailored to [removed: TPL’s] [added: our] risk framework.

These quarterly updates include cybersecurity risk assessment updates from [removed: TPL’s] [added: our] Director of Information Technology, including key risk indicators, the steps management has taken to monitor and control such cybersecurity risk exposure, and continuous improvement efforts.

[removed: In addition to the risk management experience] [added: Duganier, a member] of the Audit [removed: Committee members, Ms. Duganier] [added: Committee,] holds the CERT Cybersecurity Oversight Certification from Carnegie Mellon University.

[removed: TPL’s] [added: Our] cybersecurity risk is managed utilizing a multi-tiered approach by [removed: the Company’s] [added: our] Director of Information Technology.

In addition to the Director of Information Technology, [removed: the Company] [added: we] also [removed: engages] [added: engage] the services of a [removed: third party] [added: third-party] chief information security officer (“CISO”).

The Director of Information Technology is regularly informed about the latest developments in cybersecurity, [added: including potential threats, vulnerabilities, and innovative risk management techniques.]

The Director of Information Technology oversees risk management and strategy through (i) an IT operating committee [removed: (“the IT] [added: (the “IT] Operating Committee”) made up of the Director of Information Technology, the CISO, and [removed: the Company’s] [added: our] department heads, which is responsible for the establishment and review of [removed: the Company’s] [added: our] IT governance, risk management and compliance, and (ii) an IT steering committee (the “IT Steering Committee”) made up of [removed: the Company’s] [added: our] executives, which provides guidance and oversight to support and achieve [removed: TPL’s] [added: our] IT objectives, including [removed: cybersecurity.][added: cybersecurity objectives.]

The IT Operating Committee reviews monthly reports on cybersecurity incident prevention, mitigation, detection, and remediation and reviews [removed: the Company’s] [added: our] plans and policies related to IT processes on an annual basis.

The Director of Information Technology also coordinates with [removed: the Company’s] [added: our] internal audit department and the Audit Committee to ensure cybersecurity is represented and addressed within [removed: the Company’s] [added: our] enterprise risk management strategy.

We also employ (i) network and endpoint intrusion prevention and detection

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In addition to the risk management experience of the Audit Committee members, Barbara J.

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including potential threats, vulnerabilities, and innovative risk management techniques.

As of December 31, [removed: 2023, TPL] [added: 2024, we] owned the surface estate in [removed: 868,446] [added: 873,136] acres of land, comprised of numerous separate tracts, [added: principally] located in the [removed: western part of Texas.][added: Permian Basin.]

There were no material liens or encumbrances on [removed: the Company’s] [added: our] title to the surface estate in those tracts.

Additionally, [removed: the Company also owns] [added: we own] a 1/128th NPRI under 84,934 acres of land (5,308 NRA) and a 1/16th NPRI under 370,737 acres of land (185,369 NRA) in the [removed: western part of Texas.][added: Permian Basin.]

The following table shows our surface ownership and NPRI ownership by county as of December 31, [removed: 2023:][added: 2024 (1):]

| Culberson | | | | | | [removed: 270,893] [added: 270,853] | | | | | | — | | | | | | 111,513 | | |

| Howard | | | | | | [removed: 4,788] [added: 5,156] | | | | | | 3,099 | | | | | | 1,840 | | |

| Loving | | | | | | [removed: 63,284] [added: 63,070] | | | | | | 6,107 | | | | | | 48,066 | | |

| Midland | | | | | | [removed: 28,372] [added: 28,365] | | | | | | 12,945 | | | | | | 13,120 | | |

| Total | | | | | | [removed: 868,446] [added: 873,136] | | | | | | 84,934 | | | | | | 370,737 | | |

As of December 31, [removed: 2023, the Company] [added: 2024, we] owned additional royalty interests in the following [removed: counties:][added: counties(1):]

| Loving | | | | | | [removed: 10] [added: 215] | | |

[removed: The Company leases] [added: We lease] office space in Dallas, Texas for [removed: its] [added: our] corporate headquarters and in Midland, Texas for TPWR.

| Lea(2) | | | | | | 640 | | | | | | — | | | | | | — | | |

| Martin | | | | | | 3,943 | | | | | | — | | | | | | — | | |

*(1) Counties are located in the State of Texas unless otherwise noted.*

*(2) County is located in the State of New Mexico.*

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| County | | | | | | Number of NRA | | |

| Culberson | | | | | | 4,947 | | |

| Ector | | | | | | 73 | | |

| Glasscock | | | | | | 2,057 | | |

| Howard | | | | | | 1,245 | | |

| Lea(2) | | | | | | 59 | | |

| Martin | | | | | | 2,779 | | |

| Midland | | | | | | 2,513 | | |

| Reagan | | | | | | 591 | | |

| Reeves | | | | | | 246 | | |

| Upton | | | | | | 974 | | |

| Ward | | | | | | 192 | | |

| Winkler | | | | | | 6 | | |

| Total | | | | | | 15,897 | | |

*(1) Counties are located in the State of Texas unless otherwise noted.*

*(2) County is located in the State of New Mexico.*

| County | | | | | | Number of Net Royalty Acres(1) | | |

| Culberson | | | | | | 810 | | |

| Glasscock | | | | | | 1,062 | | |

| Howard | | | | | | 770 | | |

| Martin | | | | | | 578 | | |

| Midland | | | | | | 450 | | |

| Reagan | | | | | | 115 | | |

| Reeves | | | | | | 191 | | |

| Upton | | | | | | 315 | | |

| Total | | | | | | 4,302 | | |

*(1) Normalized to 1/8th.*

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Our Common Stock is traded on the NYSE under the ticker symbol “TPL.” [removed: The Company] [added: We] had [removed: 200] [added: 186] registered holders of [removed: its] [added: our] Common Stock as of February [removed: 14, 2024.][added: 12, 2025.]

For the year ended December 31, [removed: 2023] [added: 2024] and [removed: 2022, the Company] [added: 2023, we] paid the following regular and special cash dividends per share:

[removed: The Company has] [added: We have] paid a cash dividend each year for the preceding [removed: 67] [added: 68] years.

Such dividends will depend upon [removed: the Company’s] [added: our] earnings, capital requirements and financial position, applicable requirements of law, general economic conditions and other factors considered relevant by the Board.

[removed: The Company is] [added: We are] not a party to any agreement that would limit [removed: its] [added: our] ability to pay dividends in the future.

During the three months ended December 31, [removed: 2023, the Company] [added: 2024, we] repurchased shares of [removed: its] [added: our] Common Stock as follows:

*(1)On November [removed: 1,] [added: 2,] 2022, [added: we announced that] our Board approved a stock repurchase program to purchase up to an aggregate of [removed: $250] [added: $250.0] million of our outstanding Common Stock effective beginning January 1, 2023.

[removed: The Company intends] [added: We intend] to purchase [removed: stock] [added: Common Stock] under the repurchase program opportunistically with funds generated by cash from operations.

Purchases under the stock repurchase program may be made through a combination of open market repurchases in compliance with Rule 10b-18 promulgated under the [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] privately negotiated transactions, and/or other transactions at [removed: the Company’s] [added: our] discretion, including under a Rule 10b5-1 trading plan implemented by [removed: the Company,] [added: us,] and will be subject to market conditions, applicable legal requirements and other factors.*

The following graph compares the cumulative total return from January 11, 2021 (the date of our Corporate Reorganization) through December 31, [removed: 2023] [added: 2024] of [removed: TPL common stock;] [added: our Common Stock;] the SPDR® S&P® Oil & Gas Exploration & Production ETF (“XOP”), which includes TPL; and the Reference Group.

The graph assumes that $100 was invested at the beginning of the period and that all dividends were reinvested for each [added: of] TPL, the XOP, and the Reference Group.

The Reference Group consists of the companies referenced in [added: Part III,] Item [removed: 11 “Executive Compensation” in this Annual Report on Form 10-K.][added: 11.]

[removed: ][added: ]

| | | | | | | January 11, 2021 | | | | | | December 31, 2021 | | | | | | December 31, 2022 | | | | | | December 31, 2023 | | | | | | [added: December 31, 2024] | | | | | | | | | [added: | | | | | |]

| Texas Pacific Land Corporation | | | | | | $100 | | | | | | $145 | | | | | | $277 | | | | | | $187 | | | | | | [added: $403] | | | | | | | | | [added: | | | | | |]

| SPDR S&P Oil & Gas Exploration & Production ETF [added: (“XOP”)] | | | | | | $100 | | | | | | $146 | | | | | | $212 | | | | | | $220 | | | | | | [added: $217] | | | | | | | | | [added: | | | | | |]

The information contained in the graph above is furnished and therefore not to be considered “filed” with the [removed: SEC,] [added: SEC or “soliciting material” under the Exchange Act] and is not incorporated by reference into any document that incorporates this Annual Report on Form 10-K by [removed: reference.][added: reference, irrespective of any general incorporation by reference language contained in such document.]

This number is based on the actual number of holders registered at such date and does not include holders whose shares are held in “street name” by brokers and other nominees.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| 1st Quarter | | | $ | 1.17 | | | | | $ | — | | | | | $ | 1.08 | | | | | $ | — | |

| 2nd Quarter | | | 1.17 | | | | | | — | | | | | | 1.08 | | | | | | — | | |

| 3rd Quarter | | | 1.17 | | | | | | 10.00 | | | | | | 1.08 | | | | | | — | | |

| 4th Quarter | | | 1.60 | | | | | | — | | | | | | 1.09 | | | | | | — | | |

| Total | | | $ | 5.11 | | | | | $ | 10.00 | | | | | $ | 4.33 | | | | | $ | — | |

| October 1 through October 31, 2024 | | | | | | 2,211 | | | | | | $ | 1,035 | | | | | 2,211 | | | | | | $ | 182,598,808 | |

| November 1 through November 30, 2024 | | | | | | 1,418 | | | | | | 1,403 | | | | | | 1,418 | | | | | | $ | 180,609,626 | |

| December 1 through December 31, 2024 | | | | | | 1,693 | | | | | | 1,233 | | | | | | 1,693 | | | | | | $ | 178,522,926 | |

| Total | | | | | | 5,322 | | | | | | $ | 1,196 | | | | | 5,322 | | | | | | | | |

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“Executive Compensation.”

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Reference Group | | | | | | $100 | | | | | | $189 | | | | | | $256 | | | | | | $276 | | | | | | $353 | | | | | | | | | | | | | | |

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| 1st Quarter | | | $ | 3.25 | | | | | $ | — | | | | | $ | 3.00 | | | | | $ | — | |

| 2nd Quarter | | | 3.25 | | | | | | — | | | | | | 3.00 | | | | | | 20.00 | | |

| 3rd Quarter | | | 3.25 | | | | | | — | | | | | | 3.00 | | | | | | — | | |

| 4th Quarter | | | 3.25 | | | | | | — | | | | | | 3.00 | | | | | | — | | |

| Total | | | $ | 13.00 | | | | | $ | — | | | | | $ | 12.00 | | | | | $ | 20.00 | |

| October 1 through October 31, 2023 | | | | | | 1,181 | | | | | | $ | 1,847 | | | | | 1,181 | | | | | | | | |

| November 1 through November 30, 2023 | | | | | | 1,228 | | | | | | 1,693 | | | | | | 1,228 | | | | | | | | |

| December 1 through December 31, 2023 | | | | | | 3,844 | | | | | | 1,557 | | | | | | 3,844 | | | | | | | | |

| Total | | | | | | 6,253 | | | | | | $ | 1,639 | | | | | 6,253 | | | | | | $ | 207,583,010 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Reference Group | | | | | | $100 | | | | | | $190 | | | | | | $258 | | | | | | $279 | | | | | | | | | | | | | | |

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The information required by this Item 8 is included in our consolidated financial statements and the notes thereto [removed: included in] [added: commencing on page F-1 of] this Annual Report on Form 10-K.

We conducted an evaluation of the effectiveness of our controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, referred to herein as “Disclosure Controls”) as of December 31, [removed: 2023.][added: 2024.]

The controls evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer [removed: (“CEO”)] and Chief Financial [removed: Officer (“CFO”).][added: Officer.]

Based upon that evaluation, our [removed: CEO] [added: Chief Executive Officer] and [removed: CFO have] [added: Chief Financial Officer] concluded that our Disclosure Controls [removed: and procedures] were [removed: effective.][added: effective as of December 31, 2024.]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, our [removed: CEO] [added: Chief Executive Officer] and [removed: CFO] [added: Chief Financial Officer] concluded our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

Deloitte & Touche LLP, our independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

There have been no changes during the quarter ended December 31, [removed: 2023] [added: 2024] in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited the internal control over financial reporting of Texas Pacific Land Corporation (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal [removed: Control - Integrated] [added: Control* — *Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal [removed: Control - Integrated] [added: Control* — *Integrated] Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 21, 2024,] [added: 19, 2025,] expressed an unqualified opinion on those financial statements.

Deloitte & Touche LLP's opinion appears on the following page.

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February 19, 2025

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Deloitte & Touche LLP's opinion appears in Part II, Item 8 of this Annual Report on Form 10-K.

February 21, 2024

*(c) Rule 10b5-1 Trading Arrangements*

On November 21, 2024, Murray Stahl, a member of our Board, on behalf of himself and accounts managed by Horizon Kinetics Asset Management LLC over which Mr. Stahl has a controlling interest, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K that is intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, for the purchase of up to 783 shares of Common Stock.

This Rule 10b5-1 trading arrangement begins February 24, 2025 and is scheduled to expire on the earlier of (i) June 26, 2025 or (ii) the acquisition of 783 shares of Common Stock.

On December 13, 2024, Chris Steddum, our Chief Financial Officer, on behalf of himself and his spouse, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K that is intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, for the sale of up to 1,000 shares of Common Stock.

This Rule 10b5-1 trading arrangement begins March 14, 2025 and is scheduled to expire on the earlier of (i) September 15, 2025 or (ii) the sale of 1,000 shares of Common Stock.

None.

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Best, [removed: 77,] [added: 78,] serves as [added: non-executive] Chair of the Board [added: (the “Chair”)] and has been a member of the Board since April 15, 2022.

Mr. Best previously served on the board of Cabot Oil and Gas Corp. (from 2008 to [added: 2021, including serving as Lead Director in] 2021), his term ending after the company merged with Cimarex Energy in 2021 to form Coterra Energy (NYSE: CTRA).

Mr. Best also previously served on the boards of Commercial Metals Company (NYSE: CMC) (from 2010 to 2022), Crosstex Energy, LP, an integrated, multi-commodity midstream enterprise (NASDAQ: XTEX) (from 2004 to 2014, including serving as Chairman of the Board from 2009 to 2014), MRC Global, Inc., a pipe, valve and fitting distribution business (NYSE: MRC) (from 2008 to 2022, including serving as Chairman of the Board from 2016 to 2022), Trinity Industries, Inc. (NYSE: TRN) (from 2005 to [removed: 2018),] [added: 2018, including serving as Presiding Director from 2012 to 2013),] and Austin Industries, an employee-owned construction company (from 2007 to 2018, including serving as Chairman of the Board from 2013 to 2018).

Cook, USAF (Ret.) [removed: 77,] [added: 78,] has been a member of the Board since January 11, 2021.

General Cook previously served on the boards of Crane Co. (NYSE: CR) (from 2005 to 2022), USAA Federal Savings Bank (from 2007 to 2018), U.S. Security Associates Inc., a Goldman Sachs portfolio company (from 2011 to 2018), and [removed: Beechcraft LLC, formerly known as] Hawker Beechcraft [removed: Inc.] [added: Inc., another Goldman Sachs portfolio company] (from 2007 to 2014).

He [removed: also consults] [added: is a former senior consultant] for Lockheed Martin Corporation.

In addition to his extensive corporate governance experience, General Cook [removed: has been] [added: was] the [added: former] Chairman of the San Antonio advisory board of the NACD Texas TriCities Chapter, a group recognized as the authority on leading boardroom practices.

General Cook serves on and is the [removed: chairperson] [added: chair] of the Nominating and Corporate Governance Committee and also serves on the Compensation [removed: Committee of the Board.][added: Committee.]

Duganier, [removed: 65,] [added: 66,] has been a member of the Board since January 11, 2021.

[removed: Ms. Duganier currently serves on the board of MRC Global Inc. (NYSE: MRC) (since 2015), an industrial distributor of pipe, valves and other] related products and services to the energy industry, [removed: where] [added: where, during her term,] she [removed: chairs] [added: chaired] the ESG and enterprise risk committee and [removed: serves on the] audit [removed: committee (and previously chaired the audit committee).][added: committee.]

[removed: Additionally,] Ms. Duganier [added: currently] serves on the [removed: board] [added: boards] of [added: CenterPoint Energy (NYSE: CNP), an electric transmission and distribution, natural gas distribution and energy services company, where she chairs the audit committee and serves on the governance, environmental and sustainability committee, and] Arcadis NV (Euronext: ARCADIS) where she serves on the [removed: Sustainability Committee] [added: sustainability committee] and the [removed: Audit] [added: audit] and [removed: Risk Committee.][added: risk committee.]

Ms. Duganier also serves on the boards of two private companies: McDermott International, Ltd. (since 2020), a [removed: fully-integrated] [added: fully integrated] provider of engineering and construction solutions to the energy [removed: industry, where she chairs the audit committee and serves on the risk committee;] [added: industry;] and Pattern Energy Group LP (since [removed: 2020),] [added: 2021),] a private renewable energy company focused on wind, solar, transmission and [removed: storage][added: storage.]

Ms. Duganier previously served on the boards of the general partner of Buckeye Partners, L.P. (NYSE: BPL), a midstream oil and gas master limited partnership, where she chaired the audit committee [removed: and served on the compensation committee] until the company’s sale in November 2019; of Noble Energy (NASDAQ: NBL), an exploration and production company, [removed: where she served as a member of the audit and nominating and governance committees] until the company’s sale in October 2020; [removed: and] [added: of] West Monroe Partners, a management and technology consulting firm, where she was the lead independent director [removed: and nominating and governance committee chair] until the sale of the company in November [removed: 2021.][added: 2021; and of MRC Global Inc. (NYSE: MRC) (2015-2024), an industrial distributor of pipes, valves and other]

Ms. Duganier [removed: also serves on] [added: is] the [removed: boards] [added: former chairperson] of [removed: John Carroll University and] the National Association of Corporate Directors Texas TriCities [removed: Chapter] (NACD [removed: TTC), and is the past Chairperson of the NACD TTC] [added: TTC)] board of directors.

Ms. Duganier holds the NACD Director Certification, is an NACD Leadership Fellow, and [removed: also] holds the CERT Cybersecurity Oversight Certification from Carnegie Mellon University.

Ms. Duganier serves on and is the [removed: chairperson] [added: chair] of the Compensation Committee and [removed: also] serves on the Audit Committee [removed: of] [added: and] the [removed: Board.][added: Strategic Acquisitions Committee.]

Epps, [removed: 59,] [added: 60, Ms. Epps] has been a member of the Board since January 11, 2021.

Ms. Epps currently serves on the board of Saia, Inc. (NASDAQ: SAIA) (since 2019), where she serves on the audit committee and the nominating and governance committee, and on the board of Texas Roadhouse, Inc. (NASDAQ: TXRH), where she serves as [removed: Chair] [added: chair] of the audit committee, and as a member of the nominating and governance [removed: committee and the compensation] committee.

Ms. Epps has served as [removed: Chair] [added: chair] of the Girl Scouts of Northeast Texas Board since April [removed: 2021 and Treasurer and Finance Committee Chair of Readers2Leaders in Dallas, Texas since 2019.][added: 2021.]

Ms. Epps serves on and is the [removed: chairperson] [added: chair] of the Audit Committee and [removed: also] serves on the Nominating and Corporate Governance [removed: Committee of the Board.][added: Committee.]

Kurz, [removed: 62,] [added: 63,] has been a member of the Board since April 15, 2022.

Mr. Kurz is currently a non-executive [removed: Chairman] [added: chairman] of the board at American Water Works Co., Inc. (NYSE: AWK) and a member of the board at Devon Energy Corporation (NYSE: DVN) where he serves on the [removed: Compensation Committee, Governance, Environmental] [added: compensation committee and governance, environmental] & [removed: Public Policy Committee] [added: public policy committee] and [removed: Reserves Committee.][added: chairs the reserves committee.]

Mr. Kurz previously served on the [removed: board] [added: public company boards] of [removed: Global Geophysical Services Inc. (NYSE: GGS),] SemGroup Corporation (NYSE: SEMG), Western Gas Partners LP (NYSE: WES), WPX Energy Inc. (NYSE: [removed: WPX), Chaparral Energy Inc.(private)] [added: WPX)] and [removed: Siluria Technologies] [added: Global Geophysical Services] Inc. [removed: (private).][added: (NYSE: GGS).]

[removed: Mr. Kurz] [added: He] spent nine years at Anadarko Petroleum Corporation, where he held roles as Chief Operating [removed: Officer and] [added: Officer,] Senior Vice President of Northern America [removed: Operations,] [added: Operations and Vice President of] Midstream and Marketing.

Mr. Kurz also has extensive private equity experience that includes serving as [removed: a senior investment executive] [added: an operating advisor] at Ares Capital and [added: a partner at] CCMP Capital Advisors, where he focused on investments in the oil and gas upstream and midstream sectors.

Mr. Kurz serves on [added: and is] the [removed: Compensation Committee] [added: chair] of the [removed: Board.][added: Strategic Acquisitions Committee and serves on the Compensation Committee.]

L Oliver, [removed: 64,] [added: 65,] has been a member of the Board since January 11, 2021.

[added: Additionally, Mr. Oliver] served on the board of Texas Mutual Insurance Company from 2009 until he retired in July 2021.

He has also served as a director on the board of AMEN Properties, Inc. (OTC: AMEN) since July 2001 and was appointed Chairman of the Board in [removed: September 2002.]

Mr. Oliver serves on the Audit [removed: Committee of the Board.][added: Committee.]

Robert Roosa, [removed: 53,] [added: 54,] has been a member of the Board since November 10, 2023.

Mr. Roosa serves on the Audit [removed: Committee and also serves on] [added: Committee,] the Compensation Committee [removed: of] [added: and] the [removed: Board.][added: Strategic Acquisitions Committee.]

Murray Stahl, [removed: 70,] [added: 71, Mr. Stahl] has been a member of the Board since January 11, 2021.

Mr. Stahl is the Chief Executive Officer, Chairman of the Board and [removed: co-founder of Horizon Kinetics LLC and serves as] Chief Investment [removed: Officer] [added: Strategist] of Horizon Kinetics [added: Holding Corporation (OTC: HKHC), parent company to Horizon Kinetics] Asset Management LLC, [removed: a wholly owned subsidiary of Horizon Kinetics LLC (together, “Horizon Kinetics”).][added: which he co-founded.]

[removed: He] [added: Mr. Stahl] is also the [removed: Co-Portfolio] [added: CoPortfolio] Manager for a number of registered investment companies, private funds, and institutional separate accounts.

He is also [added: Chief Investment Officer and] a member of the board of RENN Fund, Inc. (NYSE: RCG) (since 2017), the Bermuda Stock Exchange, MSRH, LLC, and the Minneapolis Grain Exchange.

Mr. Stahl serves on the Nominating and Corporate Governance Committee [removed: of] [added: and] the [removed: Board.][added: Strategic Acquisitions Committee.]

Marguerite Woung-Chapman, [removed: 58,] [added: 59,] has been a member of the Board since November 10, 2023.

Ms. Woung-Chapman serves as a director of [removed: the General Partner of] Summit Midstream [removed: Partners, LP] [added: Corporation] (NYSE: [removed: SMLP),] [added: SMC),] a [removed: limited partnership] [added: value-driven corporation] focused on developing, owning and operating midstream energy infrastructure assets located in unconventional resource basins, primarily shale formations, in the continental United States.

Ms. Woung-Chapman serves on the board of directors of Chord Energy Corporation (NASDAQ: [removed: CHRD)] [added: CHRD), a scaled unconventional U.S. oil producer with a premier Williston Basin acreage position,] and serves on the [removed: Compensation] [added: compensation] and [removed: Human Resources Committee,] [added: human resources committee,] and as [removed: Chair] [added: chair] of the [removed: Nominating] [added: nominating] and [removed: Governance Committee.][added: governance committee.]

In 2014, Mr. Best was recognized as Director of the Year by the National Association of Corporate Directors.

Mr. Best’s qualifications to serve as a director include his extensive business experience, including a senior executive at leading companies in the oil and gas industry, and his public company board and corporate governance experience.

General Cook also serves as a senior advisor to Portage Point Partners and served as a senior advisor to Alvest, a private French aviation firm, from 2022 to 2023.

General Cook’s qualifications to serve as a director include his extensive experience on multiple public company boards and with corporate governance and executive compensation, as well as his senior leadership experience resulting from his tenure of command in the U.S. Air Force.

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Ms. Duganier’s extensive executive experience overseeing large organizations, her diverse public company board experience (including the energy industry), and her training and experience as a certified public accountant make her well-qualified to serve on the Board.

Ms. Epps’s significant audit, governance, risk, and compliance experience as a provider of attest, financial advisory and other consulting services to private and public companies across multiple industries makes her well-qualified to serve on the Board.

Mr. Kurz has served on multiple for profit and non-profit boards.

Mr. Kurz’s qualifications to serve as a director include his extensive business experience, including as an accomplished senior oil and gas industry executive, and his public company board experience in the utility, energy and infrastructure space.

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September 2002.

Mr. Oliver’s qualifications to serve as a director include his experience as an oil and gas investor, with over 27 years of experience buying and selling mineral and royalty properties, and over 40 years of experience managing investments with an emphasis in the energy market.

Horizon Kinetics’ investment portfolio includes a 7.1% voting position in LandBridge Company LLC (NYSE: LB) as of December 13, 2024.

Mr. Stahl’s qualifications to serve as a director include his over 30 years of investment experience, including in the energy and minerals space.

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U.S. Gulf Coast region until its acquisition by Cox Oil.

Mr. Glover’s qualifications to serve as a director include his extensive energy industry and land management expertise and his deep knowledge of TPL gained through his experience as an officer at the Company, including at the Trust.

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We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our corporate website.

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Relations, with an instruction to forward the communication to a particular director or the Board as a whole.

Our Board has created a number of ways for stockholders and other stakeholders to provide input and hear from management, including:

- Attending an annual meeting of stockholders and submitting questions to be addressed during the meeting;

- Attending quarterly earnings calls, investor conferences, and other similar opportunities;

- Sending an email to our Investor Relations department at IR@texaspacific.com;

- Mailing a letter to us at 1700 Pacific Avenue, Suite 2900, Dallas, Texas 75201, Attention: Investor Relations; and

- Requesting a stockholder engagement meeting via one of the means outlined here.

Our Investor Relations team, in consultation with the General Counsel, will not forward any communication that it determines in good faith to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable.

The General Counsel will maintain a list of each communication that was not forwarded because it was so determined to be unsuitable.

Such list shall be delivered to the Board at its quarterly meetings.

In addition, each communication that was not forwarded because it was determined to be unsuitable will be retained in the Company’s files and made available at the request of any member of the Board to whom such communication was addressed.

Our Board is led by the Chair.

Our Bylaws and Corporate Governance Guidelines each provide that the Chair of the Board may also hold the position of Chief Executive Officer.

At this time, the Board believes that separation of the Chair and Chief Executive Officer positions is appropriate and in the best interests of the Company and its stockholders.

The duties of the Chair include, among other things:

- Chairing Board meetings and meetings of stockholders;

- Establishing the agenda for each Board meeting;

- Leading executive sessions of the Board;

- Having authority to call Board meetings;

- Approving meeting schedules for the Board and information distributed to the Board;

As discussed in Item 1.

“Business — General — Corporate Reorganization”, on January 11, 2021, we completed our Corporate Reorganization from a business trust to a corporation changing our name from Texas Pacific Land Trust to Texas Pacific Land Corporation.

Our Corporate Reorganization included a change in our governance structure to a board of directors from our previous structure of being governed by Trustees.

Since 2022, Mr. Best has completed various board education programs with NACDNTX, UT’s Government Enforcement Institute, Pearson Partners International and Latino Corporate Directors Program, including presenting or participating as a panel member in programs on risk and diversity.

Mr. Best became the Chair of the Board on November 10, 2023, and as such, no longer serves on any committees of the Board.

where she chairs the audit committee.

Ms. Duganier is also a former director and member of the enterprise and risk oversight and compensation committees of HCC Insurance Holdings, a property and casualty insurance underwriter, which was sold in 2015.

Additionally, Mr. Oliver

Furthermore, Mr. Oliver serves on the board of Abilene Christian Investment Management Company, Abilene Christian University’s endowment management company, and is a former member of the Abilene Community Foundation’s investment committee.

Mr. Oliver was the SoftVest Designee pursuant to the Stockholders’ Agreement.

Mr. Roosa was nominated for election as a director pursuant to the Cooperation Agreement.

Mr. Stahl was nominated for election as a director pursuant to the Cooperation Agreement.

Coast, Inc., an independent exploration and production company that was engaged in the development, exploitation and acquisition of oil and natural gas properties in the U.S. Gulf Coast region until its acquisition by Cox Oil.

Ms. Woung-Chapman was nominated for election as a director pursuant to the Cooperation Agreement.

Tyler Glover, 39, serves as TPL’s President and Chief Executive Officer.

The information contained on our website is not part of this Report.

We intend to disclose any amendment to, or waiver of, a provision of our Code of Business Conduct and Ethics by filing a Current Report on Form 8-K with the SEC.

Our Corporate Governance Guidelines allow for the Chair of the Board and the Chief Executive Officer roles to be filled by a single individual.

The duties of a lead independent director are set forth in our Corporate Governance Guidelines, and include chairing Board meetings in the absence of the Chair, convening and leading executive sessions of the Board, serving as a liaison between the Chair and the independent directors, being available for consultation and director communication with major stockholders as directed by the Board, and performing such other duties and responsibilities as requested by the Board.

*Environmental, Social and Governance*

Please see our ESG discussion in Item 1.

“Business.”

*Human Capital*

Please see our Human Capital Resources discussion in Item 1.

Mr. Best is the Chair of the Board.

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financial experts,” as defined by the rules of the SEC.

The biographies of Ms. Epps and Ms. Duganier have been provided above.

This Compensation Discussion and Analysis (“CD&A”) provides information on the compensation arrangements for each of TPL’s Chief Executive [removed: Officer,] [added: Officer (principal executive officer),] Chief Financial Officer [removed: and] [added: (principal financial officer),] up to three other most highly compensated individuals who were serving as an executive officer at the end of the Last Fiscal Year, and up to two other individuals who would have been included as other most highly compensated individuals but [added: who] were not serving as executive officers at the end of the Last Fiscal Year, for services rendered [added: to TPL and its subsidiaries] in all capacities during the Last Fiscal Year (the “Named Executive Officers”).

The compensation disclosures below reflect Fiscal Year [removed: 2023.][added: 2024.]

For Fiscal Year [removed: 2023,] [added: 2024,] the following officers represented our Named Executive Officers:

Our business activity is generated from our surface and royalty interest [removed: ownership in West Texas,] [added: ownership,] primarily in the Permian Basin.

Our revenues are derived from [removed: oil, gas] [added: oil] and [added: gas royalties, water sales,] produced water royalties, [removed: sales of water and land,] easements and [removed: commercial leases.][added: other surface-related income and land sales.]

Due to the nature of our operations and concentration of our ownership in one geographic location, our [added: revenue and net income are subject to substantial fluctuations from quarter to quarter and year to year.]

In addition to fluctuations in response to changes in the market price for oil and gas, our financial results are also subject to decisions by the owners and operators of not only the oil and gas wells to which our oil and gas royalty interests relate, but also to other owners and operators in the Permian Basin as it relates to our other revenue streams, principally water sales, [added: produced water royalties,] easements and other surface-related revenue.

*Business and Financial Performance [removed: 2023] [added: 2024] Highlights*

- Net income of [removed: $405.6] [added: $454.0] million, or [removed: $52.81] [added: $19.75] per share (basic) and [removed: $52.77] [added: $19.72] (diluted)

- Revenues of [removed: $631.6] [added: $705.8] million

- Adjusted EBITDA(1) of [removed: $541.4] [added: $610.7] million

- Free cash flow(1) of [removed: $415.5] [added: $461.1] million

- Royalty production of [removed: 23.5] [added: 26.8] thousand barrels of oil equivalent per day

- Total cash dividends of [removed: $13.00] [added: $15.11] per share paid during [removed: 2023][added: 2024]

- Published annual update of ESG disclosure, including metrics for [removed: 2022][added: 2023]

[removed: *(1)] Reconciliations of Non-GAAP measures are provided in [added: Part II,] Item 7.

*Key Aspects of [removed: 2023] [added: 2024] Design*

Following a substantial redesign of our compensation programs in 2022, [added: and based on positive feedback from our stockholders,] the Compensation Committee generally maintained the overall program structure in [removed: 2023.][added: 2024.]