Texas Pacific Land (TPL) 10-K risk factor changes: FY2025 vs FY2024

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

Market prices for oil and gas are subject to [removed: US] [added: U.S.] 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: constraints,] [added: factors,] worldwide energy conservation measures, OPEC and OPEC+ actions, global conflicts in major oil producing regions, especially in Eastern Europe and the Middle East, and general economic cycles, among other factors.

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

Our desire to sell and the demand and pricing for any particular tract of our land is influenced by many factors, including but not limited to: (i) access and location, (ii) the national and local economies, (iii) the rate of oil and gas well development by operators, (iv) the rate of development in nearby areas, (v) the livestock carrying capacity, and (vi) the condition of the local [removed: industries, which itself is influenced by a range of conditions.]

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

These expenditures are generally dependent on our customers’ overall financial position, capital allocation priorities, and views of future oil and [removed: natural] gas prices.

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

- lack of sufficient customers or loss of significant customers for the [removed: new line] [added: business] of [removed: business;][added: TPWR;]

[removed: Due] [added: In addition, due] to increased seismicity in the Delaware and Midland Basins, the Texas Railroad Commission recently began implementing seismic response areas (“SRAs”) limiting the permitted capacity and use of certain saltwater disposal wells (“SWDs”) for the injection of produced water.

Our estimated proved developed producing [added: (“PDP”)] reserves are based on many assumptions that may prove to be inaccurate.

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

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

In estimating our [removed: proved developed producing (“PDP”)] [added: PDP] reserves, we and Ryder Scott Company, L.P. [removed: ("Ryder Scott"),] [added: (“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, [removed: natural] gas, and NGL prices;

[removed: Our historical estimates] [added: Estimates] of [added: our] proved, developed and producing reserves and related valuations as of December 31, [removed: 2024] [added: 2025] 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.

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 [removed: natural] gas that are ultimately recovered being different from our reserve estimates.

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

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

For example, the obligation to pay ad valorem taxes with respect to certain of our royalty interests was assumed by a third party and is now the obligation of the successors in interest to such third [removed: party (the “obligors”),] [added: party,] so long as such royalty interests are held by the Trustees or their successors in office under the Declaration of Trust.

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 reimbursed, and accordingly, no loss recovery receivable has been recorded as of December 31, [removed: 2024.][added: 2025.]

The market price of our Common Stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, [removed: including:][added: including, but not limited to:]

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

The timing, declaration, amount of, and payment of any cash dividends to our stockholders is within the discretion of our Board and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, covenants associated with [added: our Credit Facility or] any [added: future] debt service obligations or other contractual obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by the Board.

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company repurchased [removed: 30,432] [added: 27,000] outstanding shares of Common Stock for an aggregate purchase price of [removed: $29.2] [added: $8.4] million, which repurchased shares were placed in treasury.

Our amended and restated certificate of incorporation provides that unless the Company otherwise determines, the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, any state or federal court residing within the State of Delaware) or the U.S. District Court for the Northern District of Texas in Dallas, Texas (or, if such court does not have jurisdiction, any district court in Dallas County in the State of Texas) will be the sole and exclusive forums for [added: any derivative action brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders, any action or proceeding asserting a claim against us or any of our directors, officers, employees or agents arising pursuant to, or seeking to enforce any right, obligation or remedy under any provision of the DGCL, the laws of the State of Texas, the laws of the State of New York, our amended and restated certificate of incorporation or our Bylaws or any action asserting a claim against us or any of our directors, officers, employees or agents governed by the internal affairs doctrine, in each such case, subject to the applicable court having personal jurisdiction over the indispensable parties named as defendants in such action or proceeding.]

Our business and financial results are therefore subject to disruption from natural or human causes beyond our control, including physical risks from severe storms, floods, droughts resulting in aquifer declines and other forms of severe weather, war, accidents, civil unrest, political events, fires, earthquakes, system failures, pipeline disruptions, environmental hazards such as oil and produced water spills, terrorist acts and epidemic or pandemic diseases, any of which could result in a material adverse effect on oil and [removed: natural] gas production and, therefore, our results of operations.

Much of the value of the land we own and upon which we receive royalties is based on the oil and [removed: natural] gas reserves located there.

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

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are not the only ones facing us.

The market in which TPWR operates is highly competitive and includes numerous companies capable of competing effectively on a local basis.

TPWR competes with landowners, water supply and transfer companies, and companies who engage in the sale or treatment of produced water.

Some of our larger diversified competitors have a broad geographic scope and have benefits of scale, while others focus on specific areas only and may have locally competitive cost efficiencies as a result.

Additionally, there may be new companies that enter the water solutions business, or our existing and potential customers may develop their own water management solutions.

Our ability to maintain current revenue and cash flows, and our ability to expand our operations, could be adversely affected by the activities of our competitors and our customers.

Some state and local governmental authorities have begun to monitor or restrict the use of water to ensure adequate local water supply.

For example, in January 2024, the Railroad Commission of Texas indefinitely suspended all deep oil and gas produced water injections in Culberson and Reeves counties.

Our produced water desalination project creates risks related to invested capital, environmental exposure and our reputation.

Through Transmissive, we are developing a proprietary produced water desalination technology and advancing the beneficial reuse process.

Development of a produced water treatment facility requires substantial capital and may result in total project costs exceeding initial estimates due to inflation, supply chain constraints, labor and equipment availability, design changes, regulatory requirements or technical challenges.

Delays in permitting, produced water sourcing, waste disposal arrangements, construction or commissioning could defer or reduce expected cash flows and impair the anticipated return on our investment.

Actual throughput, pricing, operating costs and utilization may also differ from forecasts because they depend on competing treatment or disposal options, and changes in environmental or water‑handling regulations.

As a result, Transmissive may fail to achieve targeted returns or require additional unplanned capital, which could lead to impairments of invested capital and have a material adverse effect on our business, financial condition, results of operations and liquidity.

We are exposed to the risk that discharges of treated water and treatment‑related waste, including those made in compliance with permitted limits, may have unforeseen adverse environmental effects.

Material failures to properly treat, handle or transport produced water or discharge treated water, including leaks, spills or non‑compliance with discharge permits and performance standards, could risk contaminating surface waters, groundwater or navigable waters or damage natural resources.

Such material failures could also trigger enforcement actions, require remediation or corrective measures, lead to operational restrictions or permit suspension or revocation, harm our reputation or result in third‑party claims for personal injury, property damage and other losses, any of which could materially and adversely affect our business, financial condition, results of operations and liquidity.

Negative public opinion or adverse perceptions of Transmissive’s operations or reputation could materially affect our business, results of operations, or prospects over time.

Negative sentiment may arise from unfavorable portrayals of produced water, water treatment operations or discharge locations by the media, special interest groups, political leaders, stakeholders, or other parties, including organized opposition to specific projects or the energy industry in general.

Potential impacts of such sentiment include operational delays or interruptions, legal or regulatory challenges, blockades, increased regulatory oversight, reduced public or governmental support, and the delay, challenge, or revocation of regulatory approvals, permits, or licenses, each of which may increase costs or cause cost overruns.

industries, which itself is influenced by a range of conditions.

Our Credit Facility may limit our operating flexibility or otherwise adversely affect our business.

The Credit Facility contains customary affirmative and negative covenants that, among other things, limit our ability to grant liens, incur debt, make investments, effect certain mergers, dispose of assets, make certain payments, pay dividends or distributions on our capital stock, change the nature of our business, enter into certain transactions with affiliates, enter into certain burdensome agreements, enter into swap agreements and enter into sale and leaseback transactions, in each case subject to customary exceptions.

We therefore may not be able to engage in any of the foregoing transactions unless we obtain the consent of the required lenders and administrative agent under the Credit Facility or terminate the Credit Facility.

Our inability to engage in such actions could limit our operating flexibility and prohibit us from taking certain actions that might be beneficial to our business.

Additionally, we are required to maintain as of the end of each fiscal quarter a consolidated interest coverage ratio of not less than 3.0 to 1.0 and a consolidated total leverage ratio of not greater than 3.50 to 1.0.

Borrowings under the Credit Facility are initially unsecured, with a springing senior security interest in substantially all of the equity securities of our subsidiaries in the event our consolidated total leverage ratio exceeds 2.50 to 1.0.

There is no guarantee that we will be able to generate sufficient cash flow to comply with these financial covenants or pay the principal and interest on any debt we incur under the Credit Facility.

Furthermore, there is no guarantee that future working capital, borrowings or equity financing will be available to repay or refinance any such debt.

Any inability to make scheduled payments or comply with the covenants in our Credit Facility could result in the acceleration of the obligations thereunder and could adversely affect our business.

The events of default under the Credit Facility include, among others, payment defaults, breaches of covenants, defaults under the related loan documents, material misrepresentations, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults, certain events related to plans subject to the Employee Retirement Income Security Act of 1974, as amended, invalidity of the Credit Facility or the related loan documents and change in control events.

If an event of default occurs, the lenders under the Credit Facility may be entitled to terminate the commitments and letter of credit extensions, accelerate any outstanding indebtedness under the Credit Facility, require us to post cash collateral with respect to any letters of credit and exercise any additional rights and remedies under the Credit Facility.

If our indebtedness is accelerated, we may not have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

We may make minority investments, engage in joint ventures or make other strategic alliances with third parties that subject us to risks and uncertainties outside of our control.

As part of our business strategy, from time to time, we may make minority investments in the equity securities of companies, engage in joint ventures or make other strategic alliances with third parties that we do not control.

For example, in December 2025, we made a minority investment of $50.0 million in Bolt pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across our land.

In connection with our investment, we received an equity interest, warrants, and a right of first refusal to supply water to Bolt-affiliated projects and related infrastructure.

We may contribute land and receive additional equity that may or may not increase in value or be liquid.

Minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the minority investment.

To the extent we hold only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability to influence the company’s affairs in a manner intended to enhance the value of our investment in the company.

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

We face direct and indirect supply chain risks that may adversely affect our business.

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 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 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 a significant portion of our revenue relies, which could negatively affect our revenues from oil and gas royalties, easements and

our water offerings.

Supply chain issues could also lead to an increase in TPWR’s operating costs and disrupt its water sourcing and treatment operations, which could further negatively affect our revenues from our water offerings.

TPWR has adapted lead times for ordering parts and equipment to mitigate supply chain 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, supply chain issues may negatively affect our business operations in the future.

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

any derivative action brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders, any action or proceeding asserting a claim against us or any of our directors, officers, employees or agents arising pursuant to, or seeking to enforce any right, obligation or remedy under any provision of the DGCL, the laws of the State of Texas, the laws of the State of New York, our amended and restated certificate of incorporation or our Bylaws or any action asserting a claim against us or any of our directors, officers, employees or agents governed by the internal affairs doctrine, in each such case, subject to the applicable court having personal jurisdiction over the indispensable parties named as defendants in such action or proceeding.

results, and the market price of our Common Stock could be subject to significant fluctuation or otherwise be adversely affected by stockholder activism.

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

This section generally discusses the results of our operations for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023.][added: 2024.]

For a discussion of the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] 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: 2023.*][added: 2024.*]

Average [added: West Texas Intermediate (“WTI”)] oil prices for the year ended December 31, [removed: 2024] [added: 2025] were [removed: relatively flat] [added: down approximately 15%] compared to average [added: WTI] oil prices during the same period last year.

Average [added: Henry Hub] natural gas prices during [removed: 2024 decreased] [added: 2025 increased approximately 61%] compared to average prior year natural gas prices.

Although our revenues are directly and indirectly impacted by [removed: changes in] oil and natural gas prices, we believe our royalty interests (which require no capital expenditures or operating expense burden from us for well development), strong balance sheet, and liquidity position will help us navigate through potential commodity price volatility.

Exploration and production (“E&P”) companies active in the Permian [removed: have] generally [removed: increased] [added: decreased] their drilling and development activity in [removed: 2024] [added: 2025] compared to recent prior year activity [removed: levels.][added: levels in response to lower oil prices.]

[removed: Per] [added: Despite relatively lower activity, Permian production, per] the U.S. Energy Information Administration (“EIA”), [removed: Permian production] averaged approximately [removed: 6.3] [added: 6.5] million barrels [added: of oil] per day during [removed: 2024, which represents the highest annual production ever.][added: 2025.]

The metrics below show selected benchmark oil and natural gas prices and approximate activity levels in the Permian Basin for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| WTI Cushing average price per [removed: bbl] [added: Bbl] | | | | | | $ | [removed: 76.63] [added: 65.39] | | | | | $ | [removed: 77.58] [added: 76.63] | |

| Henry Hub average price per mmbtu | | | | | | $ | [removed: 2.19] [added: 3.52] | | | | | $ | [removed: 2.53] [added: 2.19] | |

| Waha Hub natural gas average price per mmbtu | | | | | | $ | [removed: 0.14] [added: 0.69] | | | | | $ | [removed: 1.68] [added: 0.14] | |

| Average monthly horizontal permits | | | | | | [removed: 654] [added: 581] | | | | | | [removed: 499] [added: 654] | | |

| Average monthly horizontal wells drilled | | | | | | [removed: 504] [added: 457] | | | | | | [removed: 422] [added: 504] | | |

| Average weekly horizontal rig count | | | | | | [removed: 296] [added: 257] | | | | | | [removed: 323] [added: 296] | | |

| DUCs as of December 31 for each applicable year | | | | | | [removed: 4,536] [added: 3,946] | | | | | | [removed: 4,656] [added: 4,536] | | |

| *Total Average [removed: US] [added: U.S.] weekly horizontal rig count* *(2)* | | | | | | [removed: 536] [added: 498] | | | | | | [removed: 620] [added: 536] | | |

*(1) Commonly used definitions in the oil and gas [removed: industry provided in the table above are defined as follows: WTI Cushing] [added: industry: “WTI Cushing”] represents West Texas Intermediate.

[removed: Bbl] [added: “Bbl”] represents one barrel of 42 U.S. gallons of [removed: oil.][added: crude oil, condensate or NGLs.]

[removed: Mmbtu] [added: “Mmbtu”] represents one million British thermal units, a measurement used for natural gas.

[removed: DUCs] [added: “DUCs”] represent drilled but uncompleted wells.

[removed: US] [added: U.S.] weekly horizontal rig counts per Baker Hughes United States Rotary Rig Count for horizontal rigs.

While average oil prices for the year ended December 31, [removed: 2024] [added: 2025] were [removed: generally flat] [added: lower] compared to the same period in [removed: 2023,] [added: 2024,] Henry Hub and Waha Hub natural gas prices for the year ended December 31, [removed: 2024 declined] [added: 2025 increased] compared to the same period last year.

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

Although average rig counts during the year ended December 31, [removed: 2024] [added: 2025] were lower compared to the same period last year, increased drilling and completion efficiencies have allowed [removed: operators] [added: operators, in aggregate,] to [removed: maintain robust levels of well development.][added: grow production.]

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

Our principal sources of liquidity are cash and cash flows generated from [added: operations and] our [removed: operations.][added: Credit Facility.]

Our primary liquidity and capital requirements are for [added: acquisitions,] capital expenditures related to our Water Services and Operations segment (the extent and timing of which are under our control), working [removed: capital] [added: capital,] and general corporate needs.

We continuously review our [added: levels of] liquidity and capital resources.

Should this occur, we could [added: draw on our Credit Facility or] seek alternative sources of funding.

Above this target, we will seek to deploy the majority of our free cash flow towards [added: returning capital to our stockholders in the form of special] dividends [removed: and] [added: and/or] share repurchases.

[added: As of December 31, 2025, we had cash and cash equivalents of $144.8 million that we expect to utilize, along with cash flow from operations, to provide capital to] support our business, to pay [removed: dividends] [added: regular dividends,] subject to the discretion of our Board, [added: to, subject] to [added: market conditions,] repurchase shares of our Common [removed: Stock subject to market conditions,] [added: Stock,] for potential acquisitions and for general corporate purposes.

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

*Return of Capital to [removed: Shareholders*][added: Stockholders*]

During the year ended December 31, 2024, we paid total dividends [removed: to our stockholders] of $347.3 [removed: million,] [added: million] consisting of cumulative regular cash dividends of [removed: $5.11] [added: $1.70] per share and a special dividend of [removed: $10.00] [added: $3.33] per share.

*Acquisition [added: and Investment] Activity*

We completed the following asset acquisitions and [removed: business combination] [added: investment] during [removed: 2024:][added: 2025:]

[removed: *•*Acquired mineral interests across 7,490] [added: - In November 2025, we acquired 17,306] NRA located primarily in the Midland Basin in Martin, [removed: Midland] [added: Howard, Midland,] and other counties [removed: in Texas and New Mexico] for [removed: cash consideration] [added: an aggregate purchase price] of [removed: $275.2] [added: $450.7] million, net of post-closing [removed: adjustments.][added: adjustments, in an all-cash transaction.]

[removed: See Part I, Item 1,] “Business — Recent Developments” for further discussion of our acquisition [added: and investment] activity during [removed: 2024.][added: 2025.]

of this Annual Report on Form 10-K.

In addition, ambiguity around tariffs implemented by and towards the United States has created incremental global economic uncertainty, which, in part, contributed to relatively weaker oil prices in 2025.

Global and domestic natural gas markets benefited in 2025 from improved supply-demand balances, including tailwinds from expanded liquefied natural gas capacity and improved industrial and power demand, among other factors.

As the largest oil producing shale basin in the world, the Permian depends on large-scale water solutions related to well development and produced water disposal.

For oil and gas well development, often hundreds of thousands of barrels of water are required per well completion.

To enhance productivity and drilling economics, oil and gas operators have generally expanded the amount of water per well completion and reduced the time to complete a well.

These factors have led to intensifying demands for completion water delivery and assurance, which generally benefits completion water providers with larger size and scale.

We believe we have a competitive advantage in this market with our significant surface footprint and a large network of owned and operated water wells, storage ponds, recycling assets, and pipelines that can source and deliver water to customers throughout the Permian.

Permian produced water volumes have grown commensurately with overall Permian oil production.

Though some produced water is reused and recycled for completion activities, the majority of Permian produced water is injected into subsurface pore space via saltwater disposal wells.

Saltwater disposal availability varies throughout the Permian depending on regulations, permitted injected rates, and the availability of pore space and infrastructure.

Our extensive land holdings contain and are adjacent to extensive pore space, and, through various commercial agreements, we allow produced water operators to transport and dispose of produced water across our surface footprint.

Furthermore, our previously mentioned desalination project could potentially provide an additional solution for produced water by reducing the amount of water required to be injected subsurface.

| | | | | | | 2025 | | | | | | 2024 | | |

As of December 31, 2025, we had no debt, draws on our Credit Facility, and no off-balance sheet arrangements that require us to provide funding, guarantees, or other forms of financial support.

- In March 2025, we acquired 177 NRA located primarily in the Midland Basin for an aggregate purchase price of $3.5 million, net of post-closing adjustments, in an all-cash transaction.

- In May 2025, we acquired 787 acres of land in Reeves County, Texas for an aggregate purchase price, inclusive of closing costs, of $4.5 million in an all-cash transaction.

- In September 2025, we acquired 8,147 acres of land in Martin, County Texas for an aggregate purchase price, inclusive of closing costs, of $31.4 million in an all-cash transaction.

- In December 2025, we made a minority investment of $50.0 million in Bolt pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across our land.

See Part I, Item 1.

*Revolving Credit Facility*

On October 23, 2025, we entered into a Credit Facility in the aggregate principal amount of up to $500.0 million, and the ability to request potential increases in the commitments of the lenders of up to an additional $250.0 million; provided that any such request for an increase must be in a minimum amount of $50.0 million or, if less, the amount remaining available for all such increases.

The Credit Facility and all borrowings thereunder will mature on October 23, 2029.

The borrowings under the Credit Facility will bear interest at a rate per annum (i) for each SOFR loan, equal to term SOFR for such interest period plus (x) 2.25% if our consolidated total leverage ratio is less than or equal to 2.0 to 1.0 or (y) 2.50% if our consolidated total leverage ratio is greater than 2.0 to 1.0 or (ii) for each base rate loan, equal to the base rate plus (x) 1.25% if our consolidated total leverage ratio is less than or equal to 2.0 to 1.0 or (y) 1.50% if our consolidated total

leverage ratio is greater than 2.0 to 1.0.

The base rate for any day is a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% of 1%, (b) the rate of interest per annum publicly announced by the Administrative Agent as its prime rate, and (c) term SOFR for a one-month tenor in effect on such day plus 1.00%.

We are also required to pay customary letter of credit fees.

We intend to draw on the facility primarily for capital expenditures, ongoing working capital, acquisitions and general corporate purposes.

Borrowings under the Credit Facility will be unsecured with a springing security interest in substantially all equity securities of our subsidiaries in the event our consolidated total leverage ratio exceeds 2.50 to 1.0.

The Credit Facility also contains customary financial and other affirmative and negative covenants.

The events of default under the Credit Facility include, among others, payment defaults, breaches of covenants, defaults under the related loan documents, material misrepresentations, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults, certain events related to plans subject to the Employee Retirement Income Security Act of 1974, as amended, invalidity of the Credit Facility or the related loan documents and change in control events.

The occurrence of an event of default could result in the termination of commitments and letter of credit extensions, the acceleration of our obligations under the Credit Facility, the requirement to post cash collateral with respect to letters of credit and the exercise of the Lenders of all rights and remedies under the Credit Facility.

No draws had been made under the Credit Facility as of December 31, 2025, and the Credit Facility remained undrawn as of the date of this Annual Report.

In addition, we repurchased $8.4 million of our Common Stock during the year ended December 31, 2025.

With the Permian Basin generating over 20 million barrels of produced water per day, this technology provides an attractive and critical alternative to subsurface injection.

We have begun construction of our test facility, which will have an initial capacity of 10,000 barrels of water per day, with an estimated service date in the first half of 2026.

During the years ended December 31, 2025 and 2024, employees surrendered $14.8 million and $1.6 million in shares, respectively, to the Company to settle tax withholdings related to stock vesting.

Debt issuance cost in connection with the Credit Facility was $5.1 million for the year ended December 31, 2025.

We had no draws or repayments on the Credit Facility during the year ended December 31, 2025.

Results of Operations

Global and domestic natural gas markets have experienced volatility due to macroeconomic conditions, infrastructure and logistical constraints, weather, and geopolitics, among other factors.

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

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

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

We had no debt, credit facilities, or any off-balance sheet arrangements as of December 31, 2024.

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

In addition, we repurchased $29.2 million of our Common Stock (including share repurchases not settled at the end of the period).

- 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.

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

See the discussion in Part I, Item 1, “Business — Business Segments” for additional information.

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

*Consolidated Revenues and Net Income:*

This increase was principally due to the $38.5 million increase in water sales, the $19.9 million increase in produced water royalties and the $15.9 million increase in oil and gas royalty revenue in 2024 over 2023.

Individual revenue line items are discussed below under “Segment Results of Operations.” Net income of $454.0 million for the year ended December 31, 2024 was 11.9% higher than 2023, principally as a result of the increase in total revenues, partially offset by an increase in operating expenses, as discussed below.

*Consolidated Expenses:*

Salaries and related employee expenses were $53.6 million for the year ended December 31, 2024 compared to $43.4 million for 2023.

The number of employees increased from 100 at December 31, 2023 to 111 as of December 31, 2024, which, when coupled with market compensation adjustments effective at the beginning of 2024, resulted in increased salary and related employee expenses for the year ended December 31, 2024 compared to 2023.

*Water service-related expenses*.

The increase in water service-related expenses for the year ended December 31, 2024 was principally related to a 34.3% increase in water sales over 2023, primarily as a result of increased water volumes.

The decrease in general and administrative expenses during the year ended December 31, 2024 compared to the same period of 2023 was principally related to a reduction in legal and professional fees associated with stockholder matters that occurred during 2023.

The increase in other income, net was primarily related to increased interest income earned on our cash balances during 2024.

Higher interest yields during the year ended December 31, 2024 contributed to the increase in interest income.

See further discussion at Note 8, “Pension and Other Postretirement Benefits” in the notes to our consolidated financial statements included under Part II, Item 8, “Financial Statements and Supplementary Data.”

*Total income tax expense.* Total income tax expense was $124.9 million and $111.9 million for the years ended December 31, 2024 and 2023, respectively.

The increase in income tax expense was primarily related to increased operating income resulting from increased consolidated revenues.

Land and Resource Management segment revenues increased $8.7 million, or 2.0%, to $440.8 million for the year ended December 31, 2024 as compared to 2023.

Oil and gas royalty revenue was $373.3 million for the year ended December 31, 2024 compared to $357.4 million for the year ended December 31, 2023, an increase of 4.5%.

Oil and gas royalties for the year ended December 31, 2023 included an $8.7 million recovery with an operator with respect to unpaid oil and gas royalties for older production periods.

Excluding the impact of the $8.7 million recovery on 2023 revenue, oil and gas royalties for the year ended December 31, 2024 increased $24.6 million due to increased production volumes over 2023.

| | | | | | | 2024 | | | | | | 2023(2) | | |

*(2) The metrics and dollars provided for the year ended December 31, 2023* *exclude the impact of the $8.7 million* recovery *of oil and gas discussed above.*

exploration and production, renewable energy, and agricultural operations.

*Net income.* Net income for the Land and Resource Management segment increased to $314.9 million for the year ended December 31, 2024 compared to $306.7 million for 2023.

The increase was principally due to a $15.9 million increase in oil and gas royalty revenue and a $13.5 million decrease in general and administrative expenses, partially offset by increased depletion expense and salaries and related employee expenses.

Expenses are discussed further above under “Results of Operations — Consolidated.”

Water Services and Operations segment revenues increased 32.9%, to $265.0 million for the year ended December 31, 2024 compared to $199.5 million for 2023.

The increase in Water Services and Operations segment revenues was principally due to increases in water sales revenue and produced water royalties, which are discussed below.

As discussed in “Market Conditions” and “Permian Basin Activity” above, our segment revenues are directly influenced by development decisions made by our customers and the overall activity level in the Permian Basin.

Accordingly, our segment revenues and sales volumes, as further discussed below, will fluctuate from period to period based upon those decisions and activity levels.

[removed: The Company’s] [added: Our] financial instruments consist of cash and cash equivalents (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: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 369,835] [added: 144,809] | | | | | $ | [removed: 725,169] [added: 369,835] | |

| Accounts receivable and accrued receivables, net | | | [removed: 126,670] [added: 164,905] | | | | | | [removed: 128,971] [added: 126,670] | | |

| Prepaid expenses and other current assets | | | [removed: 5,318] [added: 5,295] | | | | | | [removed: 2,944] [added: 5,318] | | |

| Tax like-kind exchange escrow | | | [removed: 1,546] [added: 595] | | | | | | [removed: 5,380] [added: 1,546] | | |

| Total current assets | | | [removed: 503,369] [added: 319,320] | | | | | | [removed: 862,464] [added: 503,369] | | |

| Royalty interests acquired, net | | | [removed: 432,401] [added: 840,024] | | | | | | [removed: 46,609] [added: 432,401] | | |

| Real estate acquired | | | [removed: 143,178] [added: 179,129] | | | | | | [removed: 130,024] [added: 143,178] | | |

| Property, plant and equipment, net | | | [removed: 122,578] [added: 164,538] | | | | | | [removed: 89,587] [added: 122,578] | | |

| Intangible assets, net | | | [removed: 35,188] [added: 32,846] | | | | | | [removed: 21,025] [added: 35,188] | | |

| Operating lease right-of-use assets | | | [removed: 1,163] [added: 13,683] | | | | | | [removed: 1,861] [added: 1,163] | | |

| Other assets | | | [removed: 10,143] [added: 23,738] | | | | | | [removed: 4,828] [added: 10,143] | | |

| Total assets | | | $ | [removed: 1,248,020] [added: 1,623,278] | | | | | $ | [removed: 1,156,398] [added: 1,248,020] | |

| Accounts payable and accrued expenses | | | $ | [removed: 26,958] [added: 39,578] | | | | | $ | [removed: 22,501] [added: 26,958] | |

| Ad valorem and other taxes payable | | | [removed: 8,418] [added: 8,912] | | | | | | [removed: 10,761] [added: 8,418] | | |

| Income taxes payable | | | [removed: 4,388] [added: 4,007] | | | | | | [removed: 4,795] [added: 4,388] | | |

| Unearned revenue | | | [removed: 6,797] [added: 20,107] | | | | | | [removed: 6,330] [added: 6,797] | | |

| Total current liabilities | | | [removed: 46,561] [added: 72,604] | | | | | | [removed: 44,387] [added: 46,561] | | |

| Deferred taxes payable | | | [removed: 47,401] [added: 54,107] | | | | | | [removed: 42,365] [added: 47,401] | | |

| Unearned revenue - noncurrent | | | [removed: 20,636] [added: 21,072] | | | | | | [removed: 25,006] [added: 20,636] | | |

| Operating lease liabilities | | | [removed: 453] [added: 16,175] | | | | | | [removed: 1,170] [added: 453] | | |

| Accrued liabilities - noncurrent | | | [removed: 504] [added: 413] | | | | | | [removed: 274] [added: 504] | | |

| Total liabilities | | | [removed: 115,555] [added: 164,371] | | | | | | [removed: 113,202] [added: 115,555] | | |

| Commitments and contingencies (Note [removed: 13)] [added: 14)] | | | — | | | | | | — | | |

| Preferred stock, $0.01 par value; 1,000,000 shares authorized, none outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: December 31, 2024] | | | — | | | | | | — | | |

| Common stock, $0.01 par value; [removed: 46,536,936] [added: 139,610,808] shares authorized as of December 31, [removed: 2024] [added: 2025] and [removed: 2023, 22,971,803] [added: December 31, 2024, 68,938,230] and [removed: 23,007,681] [added: 68,915,409] outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] respectively | | | [removed: 231] [added: 691] | | | | | | [removed: 78] [added: 231] | | |

| Treasury stock, at cost; [removed: 114,273] [added: 319,998] and [removed: 86,929] [added: 342,819] shares as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] respectively | | | [removed: (168,843)] [added: (151,242)] | | | | | | [removed: (144,998)] [added: (168,843)] | | |

| Additional paid-in capital | | | [removed: 19,900] [added: 9,906] | | | | | | [removed: 14,613] [added: 19,900] | | |

| Accumulated other comprehensive income | | | [removed: 3,583] [added: 4,150] | | | | | | [removed: 1,831] [added: 3,583] | | |

| Retained earnings | | | [removed: 1,277,594] [added: 1,595,402] | | | | | | [removed: 1,171,672] [added: 1,277,594] | | |

| Total equity | | | [removed: 1,132,465] [added: 1,458,907] | | | | | | [removed: 1,043,196] [added: 1,132,465] | | |

| Total liabilities and equity | | | $ | [removed: 1,248,020] [added: 1,623,278] | | | | | $ | [removed: 1,156,398] [added: 1,248,020] | |

[removed: (in] [added: (in] thousands, except shares and per share [removed: amounts)][added: amounts)]

| | | | [added: | | | | | | | | | | | | | | |] Years Ended December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Oil and gas royalties | | | $ | [removed: 373,331] [added: 411,677] | | | | | $ | [removed: 357,394] [added: 373,331] | | | | | $ | [removed: 452,434] [added: 357,394] | |

| Water sales | | | [removed: 150,724] [added: 169,701] | | | | | | [removed: 112,203] [added: 150,724] | | | | | | [removed: 84,725] [added: 112,203] | | |

| Produced water royalties | | | [removed: 104,123] [added: 124,218] | | | | | | [removed: 84,260] [added: 104,123] | | | | | | [removed: 72,234] [added: 84,260] | | |

| Easements and other surface-related income | | | [removed: 73,257] [added: 91,775] | | | | | | [removed: 70,932] [added: 73,257] | | | | | | [removed: 48,348] [added: 70,932] | | |

| Land sales | | | [removed: 4,388] [added: 819] | | | | | | [removed: 6,806] [added: 4,388] | | | | | | [removed: 9,681] [added: 6,806] | | |

| Prepaid income taxes | | | 3,716 | | | | | | — | | |

| Equity investment | | | 50,000 | | | | | | — | | |

| Credit facility | | | — | | | | | | — | | |

| Interest expense | | | (690) | | | | | | — | | | | | | — | | |

| Basic | | | $ | 6.98 | | | | | $ | 6.58 | | | | | $ | 5.87 | |

| Diluted | | | $ | 6.97 | | | | | $ | 6.57 | | | | | $ | 5.86 | |

| Basic | | | 68,949,240 | | | | | | 68,958,591 | | | | | | 69,132,915 | | |

| Diluted | | | 69,027,492 | | | | | | 69,059,252 | | | | | | 69,179,535 | | |

| Net income | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 481,376 | | | | | | | | | | | | 481,376 | | |

| Issuance of common stock related to stock split | | | | | | | | | — | | | | | | 460 | | | | | | | | | | | | — | | | | | | (460) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |

| Repurchases of common stock and related excise taxes | | | | | | | | | (27,000) | | | | | | — | | | | | | | | | | | | (8,363) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (8,363) | | |

| Share-based compensation, net of forfeitures | | | | | | | | | 82,833 | | | | | | — | | | | | | | | | | | | 40,759 | | | | | | (9,534) | | | | | | — | | | | | | (15,770) | | | | | | | | | | | | 15,455 | | |

| Balances as of December 31, 2025 | | | | | | | | | 68,938,230 | | | | | | $ | 691 | | | | | | | | | | | $ | (151,242) | | | | | $ | 9,906 | | | | | $ | 4,150 | | | | | $ | 1,595,402 | | | | | | | | | | | $ | 1,458,907 | |

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

| Net income | | | $ | 481,376 | | | | | $ | 453,960 | | | | | $ | 405,645 | |

| Depreciation, depletion and amortization | | | 62,533 | | | | | | 25,162 | | | | | | 14,757 | | |

| Amortization of debt issuance costs | | | 211 | | | | | | — | | | | | | — | | |

| Equity investment | | | (50,000) | | | | | | — | | | | | | — | | |

| Post-close adjustment from seller related to prior year asset acquisition | | | 3,878 | | | | | | — | | | | | | — | | |

| Debt issuance costs | | | (5,066) | | | | | | — | | | | | | — | | |

Revenue from mineral lease bonuses represent upfront payments received from operators to secure the right to explore and develop oil and gas interests.

Lease bonus payments are not contingent on future production and are recognized in full when received.

Proved properties refer only to proved developed producing (“PDP”) reserves, as the Company does not control the timing or development of drilling activities.

Any significant

Equity Investment in Bolt Data & Energy, Inc.

In December 2025, the Company made a minority equity investment in Bolt Data & Energy, Inc. (“Bolt”), a privately held company focused on the development of large-scale data center and energy infrastructure projects.

The Company invested $50.0 million in exchange for shares of Series A preferred stock of Bolt, resulting in a minority ownership interest.

In connection with the investment, the Company has the right to appoint one member to Bolt’s seven-member board of directors.

The Company does not have any veto, consent, or other substantive participating rights over Bolt’s operating or financial policies and is not involved in Bolt’s operations or management.

The Company also received contingent warrant rights exercisable upon the achievement of specified operational milestones with respect to power drawn by Bolt for use on land contributed by TPL, as well as a right of first refusal to provide water to Bolt-affiliated projects and related infrastructure.

As of December 31, 2025, no value was attributed to the warrant rights, as progress toward the underlying operational milestones had not commenced.

The Company’s agreement with Bolt provides that the Company is obligated to contribute certain surface acreage in exchange for additional shares of preferred stock, subject to the Company and Bolt’s mutual agreement on the location and valuation of such acreage.

Bolt is not obligated to develop projects on the Company’s land and may pursue development activities on non-Company surface acreage.

Any future land contributions will be evaluated as separate transactions upon closing.

The Company evaluated its investment in Bolt and determined that Bolt is a variable interest entity (“VIE”), as the equity investment at risk is not sufficient to permit the entity to finance its planned large-scale infrastructure activities without additional financial support.

Although Bolt is a VIE, the Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact Bolt’s economic performance, including development, financing, and operational decision-making.

The Company’s exposure to loss as a result of its involvement with Bolt is limited to the carrying value of its investment, as the Company has no obligation to provide additional financial support.

Accordingly, the Company does not consolidate Bolt.

The Company next evaluated its investment to determine if equity method accounting would apply.

In making this determination, the Company assessed whether the investment in preferred equity met the criteria to be considered in-substance common stock.

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

| 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 | | |

| Balances as of January 1, 2022 | | | | | | | | | 23,234,085 | | | | | | $ | 78 | | | | | | | | | | | $ | (15,417) | | | | | $ | 28 | | | | | $ | (1,007) | | | | | $ | 668,029 | | | | | | | | | | | $ | 651,711 | |

| Net income | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 446,362 | | | | | | | | | | | | 446,362 | | |

| Repurchases of common stock | | | | | | | | | (146,877) | | | | | | — | | | | | | | | | | | | (87,900) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (87,900) | | |

| Share-based compensation, net of forfeitures | | | | | | | | | 2,097 | | | | | | — | | | | | | | | | | | | 940 | | | | | | 8,265 | | | | | | — | | | | | | (773) | | | | | | | | | | | | 8,432 | | |

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

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

| | | | | | | | | |

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

The Company incurred $0.1 million of transaction-related costs related to this asset acquisition during the year ended December 31, 2024 and such costs are included in general and administrative expenses in the consolidated statements of income.

Pro forma financial information is not disclosed as the acquisition was deemed not to have a material impact on our results of operations.

*(1) Nonparticipating perpetual royalty interests in 370,737 gross royalty acres as of December 31, 2024 and 2023.*

The acquisition was accounted for as an asset acquisition, and the allocation of the purchase price was $63.5 million to proved properties and $56.8 million to unproved properties.

The acquisition was completed in conjunction with another entity that assigned a share of its interest in a purchase and sales agreement with an unaffiliated seller to the Company.

Each party paid a pro-rata share of the purchase price and closing costs to the unaffiliated seller.

- In October 2024, we acquired oil and gas royalty interests in 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 a purchase price of approximately $275.2 million, net of post-closing adjustments, in an all-cash transaction.

The acquisition was accounted for as an asset acquisition, and the allocation of the purchase price was $57.4 million to proved properties and $217.8 million to unproved properties.

For the year ended December 31, 2023, we sold 18,061 acres of land for an aggregate sales price of $6.8 million.

For the year ended December 31, 2022, we sold 6,392 acres of land for an aggregate sales price of approximately $9.7 million.

There was no amortization of intangible assets for the year ended December 31, 2022.

| 2025 | | | | | | $ | 2,342 | |

| 2030 and thereafter | | | | | | 23,478 | | |

These changes included an increase in the discount rate from 5.00% as of December 31, 2023 to 5.75% as of December 31, 2024.

| | | | $ | 9,044 | | | | | $ | 3,648 | |

The Pension Plan has a formal investment policy statement.

The Pension Plan’s investment objective is balanced income, with a moderate risk tolerance.

This objective emphasizes current income through a 30.0% to 80.0% allocation to fixed income securities, complemented by a secondary consideration for capital appreciation through an equity allocation in the range of 20.0% to 60.0%.

Diversification is achieved through investment in equities and bonds.

| 2025 | | | | | | $ | 32 | |

| 2030 to 2034 | | | | | | 611 | | |

In conjunction with the three-for-one stock split effected on March 26, 2024, the Plans were adjusted to increase the authorized number of shares that may be issued under the Plans.

Currently, all awards granted under the Plans are entitled to receive dividends (which are accrued and distributed to award recipients upon vesting) or have dividend equivalent rights.

Dividends and dividend equivalent rights are subject to the same vesting conditions as the awards to which they relate and are forfeitable if the related awards are forfeited.

RSAs granted prior to October 31, 2023 under the 2021 Directors Plan vested on the first anniversary of the award.

| Nonvested at beginning of period | | | | | | — | | | | | | $ | — | | | | | 18,675 | | | | | | $ | 527 | | | | | 4,011 | | | | | | $ | 417 | | | | | 16,836 | | | | | | $ | 441 | |

| Granted | | | | | | — | | | | | | — | | | | | | 12,655 | | | | | | 481 | | | | | | — | | | | | | — | | | | | | 8,544 | | | | | | 641 | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day (June [removed: 28, 2024)] [added: 30, 2025)] of the registrant’s most recently completed second fiscal quarter (June 30, [removed: 2024)] [added: 2025)] was approximately [removed: $10.9] [added: $20.0] billion.

As of February [removed: 12, 2025,] [added: 9, 2026,] there were [removed: 22,984,798] [added: 68,941,554] shares of the registrant’s common stock, par value $0.01 per share, outstanding.

[removed: | | | | [PART I](#i868de0f4806d4e3086e7a4d3ec9ed92a_19) | | | | | |][added: PART I.]

| [Item [removed: 1.](#i868de0f4806d4e3086e7a4d3ec9ed92a_25)] [added: 1.](#i273d6049f2074e76a9b1e6bc186f5978_25)] | | | [removed: [Business](#i868de0f4806d4e3086e7a4d3ec9ed92a_25)] [added: [Business](#i273d6049f2074e76a9b1e6bc186f5978_25)] | | | [removed: [1](#i868de0f4806d4e3086e7a4d3ec9ed92a_25)] [added: [1](#i273d6049f2074e76a9b1e6bc186f5978_25)] | | |

| [Item [removed: 1A.](#i868de0f4806d4e3086e7a4d3ec9ed92a_370)] [added: 1A.](#i273d6049f2074e76a9b1e6bc186f5978_370)] | | | [Risk [removed: Factors](#i868de0f4806d4e3086e7a4d3ec9ed92a_370)] [added: Factors](#i273d6049f2074e76a9b1e6bc186f5978_370)] | | | [removed: [8](#i868de0f4806d4e3086e7a4d3ec9ed92a_370)] [added: [10](#i273d6049f2074e76a9b1e6bc186f5978_370)] | | |

| [Item [removed: 1B.](#i868de0f4806d4e3086e7a4d3ec9ed92a_436)] [added: 1B.](#i273d6049f2074e76a9b1e6bc186f5978_472)] | | | [Unresolved Staff [removed: Comments](#i868de0f4806d4e3086e7a4d3ec9ed92a_436)] [added: Comments](#i273d6049f2074e76a9b1e6bc186f5978_472)] | | | [removed: [14](#i868de0f4806d4e3086e7a4d3ec9ed92a_436)] [added: [17](#i273d6049f2074e76a9b1e6bc186f5978_472)] | | |

| [Item [removed: 1C.](#i868de0f4806d4e3086e7a4d3ec9ed92a_439)] [added: 1C.](#i273d6049f2074e76a9b1e6bc186f5978_475)] | | | [removed: [Cybersecurity](#i868de0f4806d4e3086e7a4d3ec9ed92a_439)] [added: [Cybersecurity](#i273d6049f2074e76a9b1e6bc186f5978_475)] | | | [removed: [14](#i868de0f4806d4e3086e7a4d3ec9ed92a_439)] [added: [17](#i273d6049f2074e76a9b1e6bc186f5978_475)] | | |

| [Item [removed: 3.](#i868de0f4806d4e3086e7a4d3ec9ed92a_367)] [added: 3.](#i273d6049f2074e76a9b1e6bc186f5978_367)] | | | [Legal [removed: Proceedings](#i868de0f4806d4e3086e7a4d3ec9ed92a_367)] [added: Proceedings](#i273d6049f2074e76a9b1e6bc186f5978_367)] | | | [removed: [18](#i868de0f4806d4e3086e7a4d3ec9ed92a_367)] [added: [23](#i273d6049f2074e76a9b1e6bc186f5978_367)] | | |

| [Item [removed: 4.](#i868de0f4806d4e3086e7a4d3ec9ed92a_391)] [added: 4.](#i273d6049f2074e76a9b1e6bc186f5978_391)] | | | [Mine Safety [removed: Disclosures](#i868de0f4806d4e3086e7a4d3ec9ed92a_391)] [added: Disclosures](#i273d6049f2074e76a9b1e6bc186f5978_391)] | | | [removed: [18](#i868de0f4806d4e3086e7a4d3ec9ed92a_391)] [added: [23](#i273d6049f2074e76a9b1e6bc186f5978_391)] | | |

| | | | [PART [removed: II](#i868de0f4806d4e3086e7a4d3ec9ed92a_364)] [added: II](#i273d6049f2074e76a9b1e6bc186f5978_364)] | | | | | |

| [Item [removed: 5.](#i868de0f4806d4e3086e7a4d3ec9ed92a_418)] [added: 5.](#i273d6049f2074e76a9b1e6bc186f5978_418)] | | | [Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity [removed: Securities](#i868de0f4806d4e3086e7a4d3ec9ed92a_418)] [added: Securities](#i273d6049f2074e76a9b1e6bc186f5978_418)] | | | [removed: [19](#i868de0f4806d4e3086e7a4d3ec9ed92a_418)] [added: [24](#i273d6049f2074e76a9b1e6bc186f5978_418)] | | |

| [Item [removed: 6.](#i868de0f4806d4e3086e7a4d3ec9ed92a_424)] [added: 6.](#i273d6049f2074e76a9b1e6bc186f5978_424)] | | | [removed: [Reserved](#i868de0f4806d4e3086e7a4d3ec9ed92a_424)] [added: [Reserved](#i273d6049f2074e76a9b1e6bc186f5978_424)] | | | [removed: [20](#i868de0f4806d4e3086e7a4d3ec9ed92a_424)] [added: [24](#i273d6049f2074e76a9b1e6bc186f5978_424)] | | |

| [Item [removed: 7.](#i868de0f4806d4e3086e7a4d3ec9ed92a_241)] [added: 7.](#i273d6049f2074e76a9b1e6bc186f5978_241)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i868de0f4806d4e3086e7a4d3ec9ed92a_241)] [added: Operations](#i273d6049f2074e76a9b1e6bc186f5978_241)] | | | [removed: [21](#i868de0f4806d4e3086e7a4d3ec9ed92a_241)] [added: [25](#i273d6049f2074e76a9b1e6bc186f5978_241)] | | |

| [Item [removed: 7A.](#i868de0f4806d4e3086e7a4d3ec9ed92a_346)] [added: 7A.](#i273d6049f2074e76a9b1e6bc186f5978_346)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i868de0f4806d4e3086e7a4d3ec9ed92a_346)] [added: Risk](#i273d6049f2074e76a9b1e6bc186f5978_346)] | | | [removed: [29](#i868de0f4806d4e3086e7a4d3ec9ed92a_346)] [added: [35](#i273d6049f2074e76a9b1e6bc186f5978_346)] | | |

| [Item [removed: 8.](#i868de0f4806d4e3086e7a4d3ec9ed92a_427)] [added: 8.](#i273d6049f2074e76a9b1e6bc186f5978_427)] | | | [Financial Statements and Supplementary [removed: Data](#i868de0f4806d4e3086e7a4d3ec9ed92a_427)] [added: Data](#i273d6049f2074e76a9b1e6bc186f5978_427)] | | | [removed: [29](#i868de0f4806d4e3086e7a4d3ec9ed92a_427)] [added: [35](#i273d6049f2074e76a9b1e6bc186f5978_427)] | | |

| [Item [removed: 9.](#i868de0f4806d4e3086e7a4d3ec9ed92a_430)] [added: 9.](#i273d6049f2074e76a9b1e6bc186f5978_430)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i868de0f4806d4e3086e7a4d3ec9ed92a_430)] [added: Disclosure](#i273d6049f2074e76a9b1e6bc186f5978_430)] | | | [removed: [29](#i868de0f4806d4e3086e7a4d3ec9ed92a_430)] [added: [35](#i273d6049f2074e76a9b1e6bc186f5978_430)] | | |

| [Item [removed: 9A.](#i868de0f4806d4e3086e7a4d3ec9ed92a_355)] [added: 9A.](#i273d6049f2074e76a9b1e6bc186f5978_355)] | | | [Controls and [removed: Procedures](#i868de0f4806d4e3086e7a4d3ec9ed92a_355)] [added: Procedures](#i273d6049f2074e76a9b1e6bc186f5978_355)] | | | [removed: [29](#i868de0f4806d4e3086e7a4d3ec9ed92a_355)] [added: [36](#i273d6049f2074e76a9b1e6bc186f5978_355)] | | |

| [Item [removed: 9B.](#i868de0f4806d4e3086e7a4d3ec9ed92a_394)] [added: 9B.](#i273d6049f2074e76a9b1e6bc186f5978_394)] | | | [Other [removed: Information](#i868de0f4806d4e3086e7a4d3ec9ed92a_394)] [added: Information](#i273d6049f2074e76a9b1e6bc186f5978_394)] | | | [removed: [31](#i868de0f4806d4e3086e7a4d3ec9ed92a_394)] [added: [38](#i273d6049f2074e76a9b1e6bc186f5978_394)] | | |

| [Item [removed: 9C.](#i868de0f4806d4e3086e7a4d3ec9ed92a_433)] [added: 9C.](#i273d6049f2074e76a9b1e6bc186f5978_433)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i868de0f4806d4e3086e7a4d3ec9ed92a_433)] [added: Inspections](#i273d6049f2074e76a9b1e6bc186f5978_433)] | | | [removed: [31](#i868de0f4806d4e3086e7a4d3ec9ed92a_433)] [added: [38](#i273d6049f2074e76a9b1e6bc186f5978_433)] | | |

| [Item [removed: 10.](#i868de0f4806d4e3086e7a4d3ec9ed92a_448)] [added: 10.](#i273d6049f2074e76a9b1e6bc186f5978_439)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i868de0f4806d4e3086e7a4d3ec9ed92a_448)] [added: Governance](#i273d6049f2074e76a9b1e6bc186f5978_439)] | | | [removed: [32](#i868de0f4806d4e3086e7a4d3ec9ed92a_448)] [added: [39](#i273d6049f2074e76a9b1e6bc186f5978_439)] | | |

| [Item [removed: 11.](#i868de0f4806d4e3086e7a4d3ec9ed92a_451)] [added: 11.](#i273d6049f2074e76a9b1e6bc186f5978_442)] | | | [Executive [removed: Compensation](#i868de0f4806d4e3086e7a4d3ec9ed92a_451)] [added: Compensation](#i273d6049f2074e76a9b1e6bc186f5978_442)] | | | [removed: [41](#i868de0f4806d4e3086e7a4d3ec9ed92a_451)] [added: [48](#i273d6049f2074e76a9b1e6bc186f5978_442)] | | |

| [Item [removed: 12.](#i868de0f4806d4e3086e7a4d3ec9ed92a_454)] [added: 12.](#i273d6049f2074e76a9b1e6bc186f5978_448)] | | | [Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#i868de0f4806d4e3086e7a4d3ec9ed92a_454) [Stockholder](#i868de0f4806d4e3086e7a4d3ec9ed92a_454) [Matters](#i868de0f4806d4e3086e7a4d3ec9ed92a_454)] [added: Related Stockholder Matters](#i273d6049f2074e76a9b1e6bc186f5978_448)] | | | [removed: [64](#i868de0f4806d4e3086e7a4d3ec9ed92a_454)] [added: [70](#i273d6049f2074e76a9b1e6bc186f5978_448)] | | |

| [Item [removed: 13.](#i868de0f4806d4e3086e7a4d3ec9ed92a_457)] [added: 13.](#i273d6049f2074e76a9b1e6bc186f5978_451)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i868de0f4806d4e3086e7a4d3ec9ed92a_457)] [added: Independence](#i273d6049f2074e76a9b1e6bc186f5978_451)] | | | [removed: [67](#i868de0f4806d4e3086e7a4d3ec9ed92a_457)] [added: [73](#i273d6049f2074e76a9b1e6bc186f5978_451)] | | |

| [Item [removed: 14.](#i868de0f4806d4e3086e7a4d3ec9ed92a_460)] [added: 14.](#i273d6049f2074e76a9b1e6bc186f5978_454)] | | | [Principal Accountant Fees and [removed: Services](#i868de0f4806d4e3086e7a4d3ec9ed92a_460)] [added: Services](#i273d6049f2074e76a9b1e6bc186f5978_454)] | | | [removed: [67](#i868de0f4806d4e3086e7a4d3ec9ed92a_460)] [added: [73](#i273d6049f2074e76a9b1e6bc186f5978_454)] | | |

| [Item [removed: 15.](#i868de0f4806d4e3086e7a4d3ec9ed92a_406)] [added: 15.](#i273d6049f2074e76a9b1e6bc186f5978_406)] | | | [Exhibits and Financial Statement [removed: Schedules](#i868de0f4806d4e3086e7a4d3ec9ed92a_406)] [added: Schedules](#i273d6049f2074e76a9b1e6bc186f5978_406)] | | | [removed: [69](#i868de0f4806d4e3086e7a4d3ec9ed92a_400)] [added: [75](#i273d6049f2074e76a9b1e6bc186f5978_400)] | | |

| [Item [removed: 16.](#i868de0f4806d4e3086e7a4d3ec9ed92a_466)] [added: 16.](#i273d6049f2074e76a9b1e6bc186f5978_460)] | | | [Form 10-K [removed: Summary](#i868de0f4806d4e3086e7a4d3ec9ed92a_466)] [added: Summary](#i273d6049f2074e76a9b1e6bc186f5978_460)] | | | [removed: [70](#i868de0f4806d4e3086e7a4d3ec9ed92a_466)] [added: [76](#i273d6049f2074e76a9b1e6bc186f5978_460)] | | |

[removed: PART I][added: | | | | [PART I](#i273d6049f2074e76a9b1e6bc186f5978_19) | | | | | |]

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

Words or phrases such as [removed: “expects” and] [added: “anticipates,”] “believes,” [added: “could,” “expects,” “intends,” “may,” “might,” “plan,” “potential,” “should,” “will,” and “would”] or similar expressions or the negative of such terms, when used in this Annual Report [removed: 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.

Texas Pacific Land Corporation (which, together with its subsidiaries as the context requires, may be referred to as “TPL,” the “Company,” “our,” “we,” or “us”) is a Delaware Corporation and one of the largest landowners in the State of Texas with approximately [removed: 873,000] [added: 882,000] surface acres of 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: 16,000] [added: 33,000] additional net royalty acres (normalized to 1/8th) (“NRA”), for a collective total of approximately [removed: 207,000] [added: 224,000] NRA, principally concentrated in the Permian Basin.

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

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

Additionally, as a result of an acquisition in 2024, we [removed: have recently begun receiving] [added: receive] commercial revenue related to [added: land leased to] a [added: third party that operates a] nonhazardous oilfield solids waste disposal site.

[removed: See further discussion in] [added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and] Note [removed: 3, “Assets Acquired in a Business Combination”] [added: 16, “Business Segment Reporting”] in the notes to our consolidated financial statements included under Part II, Item 8.

We have a long history of responsible management of our legacy assets, and [removed: in recent years,] [added: since 2016,] we have expanded our business strategy to generate incremental revenue streams that take advantage of our vast surface and royalty footprint, such as our investments in the Water Services and Operations business segment.

Beyond our [removed: current] [added: core] businesses, we continue to explore new opportunities related to renewable energy, environmental [added: sustainability, and technology, among others, that can leverage our existing legacy surface and royalty assets.]

[added: under “Recent Developments.”] Our business model emphasizes high cash flow margins and relatively low ongoing capital expenditure requirements, and we expect new opportunities to generally align with these priorities.

[removed: All] [added: Unless the context otherwise requires, all share and per share information (including information regarding treasury] shares, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), [added: and] performance stock units [removed: (“PSUs”) and per share information have] [added: (“PSUs”)) has] been retroactively adjusted to reflect the stock split.

2699 Howell Street, Suite 800 Dallas, Texas 75204

| NYSE Texas, Inc. | | | | | | | | |

| [Item 2.](#i273d6049f2074e76a9b1e6bc186f5978_478) | | | [Properties](#i273d6049f2074e76a9b1e6bc186f5978_478) | | | [20](#i273d6049f2074e76a9b1e6bc186f5978_478) | | |

| | | | [PART III](#i273d6049f2074e76a9b1e6bc186f5978_436) | | | | | |

| | | | [PART IV](#i273d6049f2074e76a9b1e6bc186f5978_457) | | | | | |

FINANCIAL INFORMATION

For example, in December 2025, we invested $50.0 million in a strategic agreement with a data and energy infrastructure company.

See further discussion below

*Revolving Credit Facility*

On October 23, 2025, we entered into a credit agreement with Wells Fargo Bank, National Association and certain other lenders (collectively the “Lenders”), which provides for a revolving credit facility (the “Credit Facility”) in the aggregate principal amount of up to $500.0 million.

The Credit Facility includes the ability to request potential increases in the commitments of the Lenders of up to an additional $250.0 million; provided that any such request for an increase must be in a minimum amount of $50.0 million or, if less, the remaining available capacity for such increases.

The Credit Facility and all borrowings thereunder will mature on October 23, 2029.

Borrowings under the Credit Facility will generally bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.25% to 2.50% based on our consolidated total leverage ratio.

The Credit Facility is initially unsecured, with a springing security interest in substantially all equity securities of our subsidiaries in the event our consolidated total leverage ratio exceeds 2.50 to 1.0.

The Credit Facility also contains customary financial and other affirmative and negative covenants and events of default.

No draws were made under the Credit Facility during 2025, and the Credit Facility remained undrawn as of the date of this Annual Report.

On December 22, 2025, we effected a three-for-one stock split of our common stock, par value $0.01 per share (“Common Stock”), and trading began on a stock split adjusted basis on December 23, 2025.

We completed the following asset acquisitions during 2025:

- In March 2025, we acquired 177 NRA located primarily in the Midland Basin for an aggregate purchase price of $3.5 million, net of post-closing adjustments, in an all-cash transaction.

- In May 2025, we acquired 787 acres of land in Reeves County, Texas for an aggregate purchase price, inclusive of closing costs, of $4.5 million in an all-cash transaction.

- In September 2025, we acquired 8,147 acres of land in Martin County, Texas for an aggregate purchase price, inclusive of closing costs, of $31.4 million in an all-cash transaction.

- In November 2025, we acquired 17,306 NRA located primarily in the Midland Basin in Martin, Howard, Midland, and other counties for an aggregate purchase price of $450.7 million, net of post-closing adjustments, in an all-cash transaction.

*Investment Activity During 2025*

In December 2025, we made a minority investment of $50.0 million in Bolt Data & Energy, Inc. (“Bolt”) pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across our land.

Bolt is a data energy infrastructure company co-founded by Eric Schmidt, former CEO and Chairman of Google, who also serves as Bolt’s Chairman.

As part of the agreement, Bolt raised $150.0 million of capital inclusive of our $50.0 million investment.

In connection with our investment, we received an equity interest, warrants, and a right of first refusal to supply water to Bolt-affiliated projects and related infrastructure.

Additionally, the terms of the agreement provide an opportunity for the Company to contribute land to Bolt in exchange for additional Bolt equity subject to mutual agreement by both parties.

Bolt is currently pursuing commercial partnerships and anchor customers to develop large-scale data centers on our land.

Many of the renewals will reset over the next several years.

Additionally, as discussed above under “Recent Developments,” we recently entered into a strategic agreement with Bolt to develop and enable large scale data center campuses and supporting infrastructure across our land.

The table below provides financial and operational data by oil and gas royalty stream for the years ended December 31, 2025, 2024, and 2023:

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

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

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

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023(2) | | | | | | | | |

| *Our share of production volumes* *(1):* | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Oil (MBbls) | | | | | | 4,936 | | | | | | 4,118 | | | | | | 3,701 | | | | | | | | |

| Natural gas (MMcf) | | | | | | 23,359 | | | | | | 17,074 | | | | | | 14,528 | | | | | | | | |

| NGL (MBbls) | | | | | | 3,784 | | | | | | 2,841 | | | | | | 2,453 | | | | | | | | |

1700 Pacific Avenue, Suite 2900 Dallas, Texas 75201

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

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

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

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

“Financial Statements and Supplementary Data.”

sustainability, and technology, among others, that can leverage our existing legacy surface and royalty assets.

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.

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.

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.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15, “Business Segment Reporting” in the notes to our consolidated financial statements included under Part II, Item 8.

also subject to decisions made by the owners and operators of the oil and gas wells to which our royalty interests relate as to investments in and production from those wells.

See the discussion of acquisition activity above for additional information.

We do not anticipate these agreements will have a significant impact on our revenues in the short-term but do have the potential to contribute meaningfully to our revenues in the longer term.

For the year ended December 31, 2024, our share of crude oil, natural gas and natural gas liquid (“NGL”) production was 26.8 thousand barrels of oil equivalent (“Boe”) per day compared to 23.5 thousand Boe per day for the same period of 2023.

The average realized price was $39.87 per Boe for the year ended December 31, 2024, a decrease of 6.4% compared to the average realized price of $42.58 per Boe for the same period of 2023.

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

We have identified 506 permitted gross wells (an estimated 6.4 net wells) and 793 DUC wells (an estimated 13.2 net wells) subject to our royalty interest as of December 31, 2024.

The number of DUC wells is determined using uniform drilling spacing units with pooled interests for all wells awaiting completion.

*Activity for the year ended December 31, 2024*

The increase in water sales during 2024 compared to 2023 is principally due to a 31.0% increase in water sales volumes over the same period.

subsurface injection.

We have successfully tested a pilot program in our research and development lab.

Construction has begun on a sub-scale produced water desalination test facility with an initial capacity of 10,000 barrels of produced water per day, and we anticipate construction to be completed during 2025.

Partnership opportunities included: developing renewable energy infrastructure across our land, developing water infrastructure to

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

- ensure program alignment with the NIST Cybersecurity framework; [removed: and,]

- prioritize, [removed: remediate] [added: remediate,] and ensure effectiveness of critical applications, infrastructure, and [removed: information.][added: information; and]

[added: 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.

[removed: These include, but are not limited to,] an IT acceptable use policy, a records and information management policy, change control procedures, risk and control registry, attestation report reviews, and configuration standards.

The CISO, who reports to the Director of Information Technology, has [removed: 21] [added: over 20] years of cybersecurity, IT management, and infrastructure consulting experience and is a certified CISO.

- continually evaluate emerging threats and improved mitigation methods, including but not limited to, generative and agentic artificial intelligence and machine learning.

These include, but are not limited to,

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

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

[removed: As] [added: Our ownership] of [removed: December 31, 2024, we owned] the surface estate [removed: in 873,136 acres] of [removed: land,] [added: approximately 882,000 surface acres is] comprised of numerous separate tracts, principally [removed: located] [added: concentrated] in the Permian Basin.

There were no material liens or encumbrances on our title to the surface estate [removed: in] [added: of] those [removed: tracts.][added: tracts as of December 31, 2025.]

The following table shows our surface [removed: ownership and NPRI] [added: acreage] ownership by county as of December 31, [removed: 2024] [added: 2025] (1):

| [added: County] | | | | | | Number of [added: Surface] Acres | | | [removed: | | | | | | | | | | | |]

| Andrews | | | | | | 12,121 | | | [removed: | | | — | | | | | | — | | |]

| Callahan | | | | | | [added: | | | | | |] — | | | | | | [added: 40 | | | | | |] — | | | | | | [removed: 80] [added: 40] | | |

| Concho | | | | | | 2,592 | | | [removed: | | | — | | | | | | — | | |]

| Crane | | | | | | 3,622 | | | [removed: | | | 265 | | | | | | 5,198 | | |]

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

| Ector | | | | | | 19,888 | | | [removed: | | | 33,633 | | | | | | 11,793 | | |]

| El Paso | | | | | | 16,613 | | | [removed: | | | — | | | | | | — | | |]

| Glasscock | | | | | | 27,227 | | | [removed: | | | 3,600 | | | | | | 11,111 | | |]

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

| Hudspeth | | | | | | 154,247 | | | [removed: | | | — | | | | | | 1,008 | | |]

| Jeff Davis | | | | | | 8,293 | | | [removed: | | | — | | | | | | 7,555 | | |]

| Lea(2) | | | | | | 640 | | | [removed: | | | — | | | | | | — | | |]

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

| Mitchell | | | | | | 3,842 | | | [removed: | | | 1,760 | | | | | | 586 | | |]

| Nolan | | | | | | 1,600 | | | [removed: | | | 2,488 | | | | | | 3,157 | | |]

| Palo Pinto | | | | | | [added: | | | | | |] — | | | | | | [added: 400 | | | | | |] — | | | | | | [removed: 800] [added: 400] | | |

| Pecos | | | | | | 43,377 | | | [removed: | | | 320 | | | | | | 16,895 | | |]

| Sterling | | | | | | 5,212 | | | [removed: | | | 640 | | | | | | 2,080 | | |]

| Taylor | | | | | | 690 | | | [removed: | | | — | | | | | | 966 | | |]

| Upton | | | | | | 6,661 | | | [removed: | | | 6,903 | | | | | | 9,101 | | |]

| Winkler | | | | | | 7,804 | | | [removed: | | | 1,182 | | | | | | 3,040 | | |]

| County | | | | | | [added: | | | | | | 1/128th NPRI Number of NRA | | | | | | 1/16th NPRI Number of NRA | | | | | |] Number of NRA | | | [added: | | | Number of NRA | | |]

| Lea(2) | | | | | | [removed: 59] | | | [added: | | | — | | | | | | — | | | | | | 98 | | | | | | 98 | | |]

Surface Acreage

Of our total surface acreage, approximately 800,000 acres were assigned to the Company through the Declaration of Trust in 1888 when the Trust was formed and no value was assigned to the land at that time.

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Loving | | | | | | 63,053 | | |

| Martin | | | | | | 12,090 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Reeves | | | | | | 188,107 | | |

| | | | | | | | | |

| Total | | | | | | 882,053 | | |

Oil and Gas Royalty Interests

Our oil and gas royalty interests are located solely in the United States in the Permian Basin.

Our oil and gas royalty interests are comprised of royalty interests assigned through the Declaration of Trust (the “Assigned Royalty Interests”) and royalty interests acquired.

Our Assigned Royalty Interests as of December 31, 2025 represent the remaining oil and gas royalty interests assigned to us through the Declaration of Trust in 1888 as further discussed in Item 1.

“Business.” The fair market value of the Assigned Royalty Interests was not determined in 1888 when the Trust was formed and, therefore, no value is assigned to these interests on our Consolidated Balance Sheets.

Royalty interests acquired represent royalty interests in proved and unproved oil and gas properties.

The following table shows NRA in the Assigned Royalty Interests and the royalty interests acquired by county as of December 31, 2025 (1):

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

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

| | | | | | | | | | | | | Assigned Royalty Interests | | | | | | | | | | | | Royalty Interests Acquired | | | | | | Total | | |

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

| Borden | | | | | | | | | | | | — | | | | | | — | | | | | | 33 | | | | | | 33 | | |

| Coke | | | | | | | | | | | | — | | | | | | 591 | | | | | | — | | | | | | 591 | | |

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

| Crane | | | | | | | | | | | | 17 | | | | | | 2,599 | | | | | | — | | | | | | 2,616 | | |

| Culberson | | | | | | | | | | | | — | | | | | | 55,756 | | | | | | 5,014 | | | | | | 60,770 | | |

| Ector | | | | | | | | | | | | 2,102 | | | | | | 5,896 | | | | | | 79 | | | | | | 8,077 | | |

| Eddy(2) | | | | | | | | | | | | — | | | | | | — | | | | | | 54 | | | | | | 54 | | |

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

| Fisher | | | | | | | | | | | | — | | | | | | 160 | | | | | | — | | | | | | 160 | | |

| Gaines | | | | | | | | | | | | — | | | | | | — | | | | | | 28 | | | | | | 28 | | |

| Glasscock | | | | | | | | | | | | 225 | | | | | | 5,555 | | | | | | 2,876 | | | | | | 8,656 | | |

| Howard | | | | | | | | | | | | 194 | | | | | | 920 | | | | | | 4,530 | | | | | | 5,644 | | |

| Hudspeth | | | | | | | | | | | | — | | | | | | 504 | | | | | | — | | | | | | 504 | | |

| Jeff Davis | | | | | | | | | | | | — | | | | | | 3,778 | | | | | | — | | | | | | 3,778 | | |

| Loving | | | | | | | | | | | | 382 | | | | | | 24,033 | | | | | | 390 | | | | | | 24,805 | | |

| Martin | | | | | | | | | | | | — | | | | | | — | | | | | | 8,364 | | | | | | 8,364 | | |

Additionally, 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 Permian Basin.

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

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

| County | | | | | | Surface | | | | | | 1/128th Royalty | | | | | | 1/16th Royalty | | |

| Coke | | | | | | — | | | | | | — | | | | | | 1,183 | | |

| Fisher | | | | | | — | | | | | | — | | | | | | 320 | | |

| Loving | | | | | | 63,070 | | | | | | 6,107 | | | | | | 48,066 | | |

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

| Presidio | | | | | | — | | | | | | — | | | | | | 3,200 | | |

| Reagan | | | | | | — | | | | | | 6,162 | | | | | | 1,274 | | |

| Reeves | | | | | | 187,320 | | | | | | 3,013 | | | | | | 116,691 | | |

| Stephens | | | | | | — | | | | | | 2,817 | | | | | | 160 | | |

| Total | | | | | | 873,136 | | | | | | 84,934 | | | | | | 370,737 | | |

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

As of December 31, 2024, we owned additional royalty interests in the following counties(1):

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

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

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

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

| Loving | | | | | | 215 | | |

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

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

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

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

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

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

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

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

OTHER INFORMATION

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

Our Common Stock is traded on the NYSE [added: and NYSE Texas, Inc.] under the ticker symbol “TPL.” We had [removed: 186] [added: 171] registered holders of our Common Stock as of February [removed: 12, 2025.][added: 9, 2026.]

For the year ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we paid the following regular and special cash dividends per share:

| 4th Quarter | | | [removed: 1.60] [added: 0.53] | | | | | | — | | | | | | [removed: 1.09] [added: 0.53] | | | | | | — | | |

We have paid a cash dividend each year for the preceding [removed: 68] [added: 69] years.

The Board has determined to pay dividends on a quarterly basis in March, June, [removed: September] [added: September,] and December of each year, subject to the discretion of the Board.

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

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| 1st Quarter | | | $ | 0.53 | | | | | $ | — | | | | | $ | 0.39 | | | | | $ | — | |

| 2nd Quarter | | | 0.53 | | | | | | — | | | | | | 0.39 | | | | | | — | | |

| 3rd Quarter | | | 0.54 | | | | | | — | | | | | | 0.39 | | | | | | 3.33 | | |

| Total | | | $ | 2.13 | | | | | $ | — | | | | | $ | 1.70 | | | | | $ | 3.33 | |

We did not repurchase any of our equity securities during the fourth quarter of the fiscal year ended December 31, 2025.

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

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

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

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

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

During the three months ended December 31, 2024, we repurchased shares of our Common Stock as follows:

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) | | |

| 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 | | | | | | | | |

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

We intend to purchase Common Stock under the repurchase program opportunistically with funds generated by cash from operations.

This repurchase program may be suspended from time to time, modified, extended or discontinued by the Board at any time.

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 Exchange Act, privately negotiated transactions, and/or other transactions at our discretion, including under a Rule 10b5-1 trading plan implemented by us, and will be subject to market conditions, applicable legal requirements and other factors.*

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

Performance Graph

The following graph compares the cumulative total return from January 11, 2021 (the date of our Corporate Reorganization) through December 31, 2024 of 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 of TPL, the XOP, and the Reference Group.

The Reference Group consists of the companies referenced in Part III, Item 11.

“Executive Compensation.”


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

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

| | | | | | | January 11, 2021 | | | | | | December 31, 2021 | | | | | | December 31, 2022 | | | | | | December 31, 2023 | | | | | | December 31, 2024 | | | | | | | | | | | | | | |

| Texas Pacific Land Corporation | | | | | | $100 | | | | | | $145 | | | | | | $277 | | | | | | $187 | | | | | | $403 | | | | | | | | | | | | | | |

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

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

The information contained in the graph above is furnished and therefore not to be considered “filed” with the 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 reference, irrespective of any general incorporation by reference language contained in such document.

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

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: 2024.][added: 2025.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our Disclosure Controls were effective as of December 31, [removed: 2024.][added: 2025.]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Deloitte & Touche LLP, our independent registered public accounting firm, has audited our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

There have been no changes during the quarter ended December 31, [removed: 2024] [added: 2025] in [removed: the Company’s] [added: our] internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, [removed: the Company’s] [added: our] internal control over financial reporting.

We have audited the internal control over financial reporting of Texas Pacific Land Corporation [added: and subsidiaries] (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal 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: 2024,] [added: 2025,] based on criteria established in *Internal 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: 2024,] [added: 2025,] of the Company and our report dated February [removed: 19, 2025,] [added: 18, 2026,] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management Representation Letter.][added: Management’s Annual Report on Internal Control over Financial Reporting.]

February 18, 2026

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

February 19, 2025

None.

*(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.

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

Best, [removed: 78,] [added: 79,] serves as non-executive Chair of the Board (the “Chair”) and has been a member of the Board since April 15, 2022.

Mr. Best currently serves on the board of [added: directors of] Arcosa Inc. (NYSE: ACA) (since 2018), where he serves as the non-executive Chairman of the Board.

Mr. Best previously served on the board of [added: directors of] Cabot Oil and Gas Corp. (from 2008 to 2021, including serving as [removed: Lead Director] [added: 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 [removed: boards] [added: board] of [added: directors 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 [removed: Chairman] [added: chairman] of the [removed: Board] [added: board] from 2009 to 2014), MRC Global, Inc., a pipe, valve and fitting distribution business (NYSE: MRC) (from 2008 to 2022, including serving as [removed: Chairman] [added: chairman] of the [removed: Board] [added: board] from 2016 to 2022), Trinity Industries, Inc. (NYSE: TRN) (from 2005 to [removed: 2018, including serving as Presiding Director from 2012 to 2013),] [added: 2018),] and Austin Industries, an employee-owned construction company (from 2007 to 2018, including serving as [removed: Chairman] [added: chairman] of the [removed: Board] [added: board] from 2013 to 2018).

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

Cook, USAF (Ret.) [removed: 78,] [added: 79,] has been a member of the Board since January 11, 2021.

General Cook previously served on the [removed: boards] [added: board] of [added: directors 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 Hawker Beechcraft Inc., another Goldman Sachs portfolio company (from 2007 to 2014).

General Cook served on the board of [added: directors of] Burlington Northern Santa Fe Railroad for almost five years until it was sold to Berkshire Hathaway in 2010 in a transaction valued at $44 billion.

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

Duganier, [removed: 66,] [added: 67,] has been a member of the Board since January 11, 2021.

Ms. Duganier currently serves on the [removed: boards] [added: board] of [added: directors of] 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 [removed: governance, environmental] [added: safety] and [removed: sustainability] [added: operations] committee, and Arcadis NV (Euronext: ARCADIS) where she serves on the sustainability committee and the audit and risk committee.

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

Ms. Duganier previously served on the [removed: boards] [added: board] of [added: directors 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 until the company’s sale in November 2019; of Noble Energy (NASDAQ: NBL), an exploration and production company, until the company’s sale in October 2020; of West Monroe Partners, a management and technology consulting firm, where she was the lead independent director until the sale of the company in November 2021; and of MRC Global Inc. (NYSE: MRC) (2015-2024), an industrial distributor of pipes, valves and other

Epps, [removed: 60,] [added: 61,] Ms. Epps has been a member of the Board since January 11, 2021.

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

Kurz, [removed: 63,] [added: 64,] has been a member of the Board since April 15, 2022.

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

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

[removed: L Oliver, 65,] [added: Murray Stahl, 72,] has been a member of the Board since January 11, 2021.

Robert Roosa, [removed: 54,] [added: 55,] has been a member of the Board since November 10, 2023.

[removed: Murray Stahl, 71, Mr. Stahl] [added: Tyler Glover, 41,] has been a member of the Board [added: and served as TPL’s President and Chief Executive Officer] since January 11, 2021.

Horizon Kinetics’ investment portfolio includes a [removed: 7.1%] [added: 22.2%] voting position in LandBridge Company LLC (NYSE: LB) as of [removed: December 13, 2024.][added: September 30, 2025.]

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

Mr. Stahl is the [removed: Chairman and] Chief Executive Officer of FRMO Corp. (OTC: FRMO) [removed: and has been a director since 2001.][added: (since 2001).]

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

He was a member of the board of [added: directors of] Winland Electronics, Inc. (from 2015 to 2020) and IL&FS Securities Services Limited (from 2008 to 2020).

Marguerite Woung-Chapman, [removed: 59,] [added: 60,] has been a member of the Board since November 10, 2023.

In 2018, Ms. Woung-Chapman served as Senior Vice President, General Counsel and Corporate Secretary of Energy XXI Gulf 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 [added: U.S. Gulf Coast region until its acquisition by Cox Oil.]

Ms. [removed: Woung-Chapman brings] [added: Woung-Chapman’s qualifications to serve as director include her] valuable expertise in all aspects of management and strategic direction of publicly traded energy companies with a unique combination of experience in corporate governance, regulatory, compliance, corporate and asset transactions, legal and business administration.

Ms. Woung-Chapman serves on [removed: the Audit Committee] and [added: is] the [added: chair of the] Nominating and Corporate Governance [added: Committee and serves on the Audit] Committee.

Mr. Glover previously served as Assistant General Agent of the Trust from December 2014 to November 2016, and has over [removed: 10] [added: 17] years of energy services and land management experience.

The [added: following] table [removed: below] sets forth a summary of the qualifications and experiences [removed: that each director brings to the Board, each] of [added: each director,] which we believe [removed: to be] [added: are] relevant to our business.

| Qualifications and Experience | | | | | | Best | | | | | | Cook | | | | | | Duganier | | | | | | Epps | | | | | | Glover | | | | | | Kurz | | | | | | [removed: Oliver] | | | | | | Roosa | | | | | | Stahl | | | | | | Woung-Chapman | | |

| Financial Oversight/Accounting Senior executive level experience in financial accounting and reporting, auditing, corporate financing and/or internal controls or experience in the financial services industry | | | | | | l | | | | | | | | | | | | l | | | | | | l | | | | | | | | | | | | l | | | | | | [removed: l] | | | | | | l | | | | | | | | | | | | | | |

| Industry Experience Experience as an executive or director in, or in other leadership positions working with the oil and gas industry and knowledge of the risks related to the industry | | | | | | l | | | | | | l | | | | | | l | | | | | | | | | | | | l | | | | | | l | | | | | | [removed: l] | | | | | | l | | | | | | | | | | | | l | | |

| Risk Management Executive experience evaluating significant risks and providing effective oversight of risk management processes, including cyber security risk and financial risk | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | [removed: l] | | | | | | l | | | | | | l | | | | | | l | | |

| Independence Satisfies the independence requirements of the NYSE and SEC | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | | | | | | | l | | | | | | [removed: l] | | | | | | l | | | | | | l | | | | | | l | | |

| Public Company Board Experience Including corporate governance experience | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | l | | | | | | [removed: l] | | | | | | l | | | | | | l | | | | | | l | | |

| Caucasian | | | | | | 2 | | | | | | [removed: 7] [added: 6] | | |

Tyler Glover, [removed: 40,] [added: 41,] serves as TPL’s President and Chief Executive Officer.

He is a director of Miami International Holdings, Inc. (NYSE: MIAX), including several of its subsidiary companies and MSRH, LLC.

In December 2025, she announced her retirement from the SMC board of directors, effective March 15, 2026.

| Public Company Chief Executive Officer or Chief Operating Officer Experience | | | | | | l | | | | | | | | | | | | | | | | | | | | | | | | l | | | | | | l | | | | | | | | | | | | l | | | | | | l | | | | | | | | |

| | | | | | | 3 | | | | | | 6 | | |

Epps, and Murray Stahl.

Cook, Barbara J.

During the Last Fiscal Year, the Audit Committee of the Company held seven (7) meetings.

During the Last Fiscal

During the Last Fiscal Year, the Strategic Acquisitions Committee held five (5) meetings.

General Cook currently serves on the board of Cybernance, Inc. (since 2016).

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

Eric.

Mr. Oliver currently serves as the President of SoftVest Advisors, a registered investment adviser that acts as an investment manager for private fund clients.

Mr. Oliver additionally serves as the President of HeartsBluff Music Partners, LLC and Carrizo Springs Music Partners, LLC, both of which are registered investment advisers pursuant to an umbrella registration filed by SoftVest Advisors, LLC.

Previously, Mr. Oliver was President of Midland Map Company, LLC, a Permian Basin oil and gas lease and ownership map producer from 1997 until its sale in January of 2019 to Drilling-Info, and was Principal of Geologic Research Centers LLC, a log library providing geological data to the oil and gas industry with a library in Abilene, Texas, sold in 2019.

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

September 2002.

AMEN Properties directly or indirectly owns certain oil and gas royalty and working interest properties.

Mr. Oliver received a B.A. in Chemistry from Abilene Christian University in 1981.

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.

Mr. Oliver serves on the Audit Committee.

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

Tyler Glover, 40, has been a member of the Board and served as TPL’s President and Chief Executive Officer since January 11, 2021.

| Public Company CEO or COO Experience | | | | | | l | | | | | | | | | | | | | | | | | | | | | | | | l | | | | | | l | | | | | | | | | | | | l | | | | | | l | | | | | | | | |

| | | | | | | 3 | | | | | | 7 | | |

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

employees of the Company or other persons.

| Eric L. Oliver | | | | | | l | | | | | | | | | | | | | | | | | | | | |

Duganier, Eric L.

Oliver, Robert Roosa and Marguerite Woung-Chapman.

During the Last Fiscal Year, the Compensation Committee held six (6) meetings and acted by written consent in lieu of holding a meeting four (4) times.

For acquisitions involving consideration of more than $50.0 million reviewed by the Committee, the Strategic Acquisitions Committee must make a recommendation to the Board for approval.

The Strategic Acquisitions Committee was established as a standing committee in May 2024.

Since its establishment in May of 2024 through the remainder of 2024, the Strategic Acquisitions Committee held four (4) meetings.

The compensation disclosures below reflect Fiscal Year [removed: 2024.][added: 2025.]

For Fiscal Year [removed: 2024,] [added: 2025,] the following officers represented our Named Executive Officers:

*Business and Financial Performance [removed: 2024] [added: 2025] Highlights*

- [added: The] Water Service and Operations segment achieved record performance [added: results] in [removed: 2024 for the following:][added: 2025, including:]

◦Water sales revenue of [removed: $150.7 million][added: $169.7 million;]

◦Produced water royalties revenue of [removed: $104.1 million][added: $124.2 million;]

◦Total segment revenues of [removed: $265.0 million][added: $307.5 million; and]

◦Total segment net income of [removed: $139.1 million][added: $159.0 million.]

[removed: - Net] [added: ◦Net] income of [removed: $454.0] [added: $481.4] million, or [removed: $19.75] [added: $6.97] per share [removed: (basic) and $19.72] (diluted)

[removed: - Revenues] [added: ◦Revenues] of [removed: $705.8] [added: $798.2] million

[removed: - Adjusted] [added: ◦Adjusted] EBITDA(1) of [removed: $610.7] [added: $687.4] million

[removed: - Free] [added: ◦Free] cash flow(1) of [removed: $461.1] [added: $498.3] million

[removed: - Royalty] [added: ◦Royalty] production of [removed: 26.8] [added: 34.6] thousand barrels of oil equivalent per day

- [removed: Total] [added: Paid total] cash dividends of [removed: $15.11] [added: $2.13] per [removed: share paid during 2024][added: share.]

- [removed: Three-for-one] [added: Effected a three-for-one] stock split [removed: effected March 26, 2024][added: on December 22, 2025.]

Following a substantial redesign of our compensation programs in 2022, and based on positive feedback from our stockholders, the Compensation Committee generally maintained the overall program structure in [removed: 2024.][added: 2025.]

- Align executives’ financial interests [removed: more closely] with [added: the interests of our] stockholders;

We believe that our [removed: program] [added: program, including awards under the Texas Pacific Land Corporation 2021 Incentive Plan (the “2021 Plan”),] has an appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk-taking.

We have maintained the key [removed: aspects] [added: objectives] of our compensation program for [removed: 2025.][added: 2026.]

TPL’s [removed: 2024] [added: 2025] executive compensation program is designed to recruit and retain an executive team and to reward performance in achieving TPL’s goal of creating stockholder value.

The [removed: 2024] [added: 2025] executive compensation program consists principally of a [added: base] salary, an annual cash incentive (sometimes referred to as awards under a non-equity incentive plan), and long-term share-based compensation as discussed below:

[removed: These plans are] [added: Our qualified defined contribution plan is] designed to assist employees in planning for their retirement.

The Pension Plan was frozen as of December 31, [removed: 2024] [added: 2024,] and no future benefit accruals [removed: will be] [added: were] made.

[added: See further discussion of the termination of the] Pension Plan in Note [removed: 8,] [added: 9,] “Pension and Other Postretirement Benefits” in the notes to our consolidated financial statements included under Part II, Item 8, “Financial Statements and Supplementary Data.”

*Consideration of [removed: 2024] [added: 2025] Say on Pay Vote*

At our November [removed: 2024] [added: 2025] annual meeting of stockholders, the majority of our stockholders voted to approve our executive compensation program, with approximately [removed: 88%] [added: 87%] approval among votes cast.

The Compensation Committee viewed this as support of its approach and philosophy and as a basis for continuing with the program described in this CD&A for [removed: 2024.][added: 2025.]

[removed: The] [added: For 2025, the] Compensation Committee [removed: continues to evaluate] [added: approved a change in metrics for] the [removed: use of] [added: short-term incentive program from] Adjusted EBITDA margin [removed: as a short-term incentive metric.][added: to Adjusted EBITDA.]

*Role of the [added: Compensation] Committee*

In establishing the Named Executive Officers’ compensation for [removed: 2024,] [added: 2025,] the [added: chair of the] Compensation Committee [removed: Chair] and the full Compensation Committee met multiple times, including with management and/or the Compensation Committee’s independent compensation consultant, to review market practices, evaluate potential alternatives, determine appropriate metrics and goals, and review strategic goals and performance.

Our [removed: CEO,] [added: Chief Executive Officer,] Mr. Glover, provided recommendations for compensation for his direct reports.

Additionally, the management team provided the Compensation Committee with financial performance information to assist with the assessment of company and individual performance in determining the bonuses for [removed: 2024.][added: 2025.]

*Determining the [removed: 2024] [added: 2025] Compensation Program*

As described below, the Compensation Committee asked Meridian to review market data as part of the process of establishing [removed: 2024] [added: 2025] compensation for our Named Executive Officers.

- It is the largest publicly-traded [removed: mineral royalty focused organization, with a market capitalization more than double the next largest publicly-traded] [added: oil and gas] mineral royalty focused [removed: organization.][added: organization;]

- These surface rights allow the creation of additional business lines, such as our water business and [removed: SLEM;][added: SLEM and potential investment opportunities, including data centers and power generation infrastructure;]

- TPL’s financial profile is unusual with [removed: no] [added: limited] debt, limited book assets, and high margins.

The Reference Group (listed below) represents companies which operate in ancillary businesses such as royalty/non-operating companies (“Royalty/Non-Op”), midstream [removed: companies, water] [added: companies/water] companies and E&P companies that have business lines similar to TPL and are similar in market capitalization, enterprise value, and/or Adjusted EBITDA.

| Royalty/Non-Op Companies | | | | | | [added: Midstream/Water Companies] | | | | | | [added: E&P Companies] | | |

| Black Stone Minerals, L.P. | | | | | | [removed: P] [added: Aris Water Solutions, Inc.(1)] | | | | | | [removed: P] [added: Civitas Resources, Inc.] | | |

- The Company achieved record performance results in 2025, including:

- Acquired 17,306 NRA located primarily in the Midland Basin in Martin, Howard, Midland, and other counties for an aggregate purchase price of $450.7 million, net of post-closing adjustments, in an all-cash transaction.

- Acquired 8,147 acres of land in Martin County, Texas for an aggregate purchase price, inclusive of closing costs, of $31.4 million in an all-cash transaction.

- Invested $50.0 million in Bolt pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across TPL land.

- Entered into a $500.0 million Credit Facility.

*Key Objectives of 2025 Compensation Program Design*

As of December 31, 2025, the Pension Plan was terminated.

In 2025, we engaged ICR, LLC (“ICR”), a strategic communications and advisory firm, to conduct a perception study survey of our stockholders to consider their perspectives on various issues, including strategy, capital allocation, governance and overall performance.

Respondents generally acknowledged recent changes such as the declassification of the Board and stockholders’ ability to call a special meeting as positives.

Certain respondents also stated that the Company’s conversion to a C-corporation has been a success.

Respondents did not provide specific feedback on or suggest any changes to our compensation program.

Additionally, the Compensation Committee reviews performance evaluations of the Named Executive Officers and other officers and a self-evaluation of the Chief Executive Officer.

The table below lists the companies included in our Reference Group for purposes of determining compensation for 2025:

| Freehold Royalties Ltd. | | | | | | DT Midstream, Inc. | | | | | | Matador Resources Co | | |

| Kimbell Royalty Partners, LP | | | | | | EnLink Midstream, LLC(1) | | | | | | Ovintiv, Inc. | | |

| PrairieSky Royalty Ltd | | | | | | Select Water Solutions, Inc. | | | | | | Range Resources Corp | | |

*(1)The referenced company was acquired by or merged with another company in 2025.*

The Compensation Committee increased the target bonus as a percentage of base salary for Mr. Steddum and Mr. Dobbs for 2025 to better align with market data from the Reference Group.

Accordingly, for 2025, annual payouts under the short-term incentive were based on the following metrics and weightings:

| Adjusted EBITDA | | | | | | 25% | | | | | | Generating Adjusted EBITDA is a high priority for TPL and represents a strong indicator of business performance. | | |

| Adjusted EBITDA | | | | | | 25.0% | | | | | | $435,000,000 | | | | | | $635,000,000 | | | | | | $835,000,000 | | | | | | $687,369,000 | | |

*(1) Per share amounts reflect the December 2025 three-for-one stock split.*

calculation which uses a collar on commodity prices.

| Growth: Increase out of basin disposal volumes by 100% and execute one additional long-term agreement | | | | | | Exceeded disposal volume increase of 100%; Executed contract with an 8-year term. | | |

| Growth: Transmissive Phase 2B 65% operational capacity | | | | | | Transmissive Phase 2B construction paused to allow testing and potential incorporation of additional desalination equipment. Construction completion expected in first half of 2026. | | |

| Technology: Develop and implement integrated solutions to improve the efficiency of manual tasks, streamline data collection and workflows, and enhance revenue management, achieving a 20% reduction in manual effort. | | | | | | Accomplishments include, but are not limited to: (i) water treatment data collection and analysis - automated 90% of manual steps, saving an estimated 10-20 hours per week; (ii) developed source water application, saving an estimated eight plus days per month of manual processing; and (iii) other improvements to mineral and surface data management. | | |

| Capital Returns: For minerals/royalties, achieve 12% pre-tax cash flow yield for acquired minerals and royalties portfolio; For surface and water assets, achieve 8% ROIC for acquisitions closed since 2023. | | | | | | Royalties/minerals portfolio generated 16% pre-tax cash flow yield for 2025. Surface/water acquisitions generated a 9% ROIC for 2025 including acquisitions closed since 2023. | | |

| Tyler Glover | | | | | | | | | $ | 1,150,050 | |

| Chris Steddum | | | | | | | | | $ | 670,350 | |

| Micheal W. Dobbs | | | | | | | | | $ | 447,720 | |

*(1)Per share amounts reflect the December 2025 three-for-one stock split.*

| Chris Steddum | | | | | | $ | 545,000 | | | | | 400 | | % | | | | $ | 2,180,000 | | | | | 2,388 | | | | | | 2,385 | | |

| Micheal W. Dobbs | | | | | | $ | 455,000 | | | | | 275 | | % | | | | $ | 1,251,250 | | | | | 1,368 | | | | | | 1,368 | | |

*(2)Share amounts reflect the December 2025 three-for-one stock split.*

*2023-2025 Performance Period PSU Vesting*

| FCF PSUs (1) | | | | | | $12.78/share | | | | | | $17.22/share | | | | | | $21.67/share | | | | | | $20.06/share | | | | | | 164% | | |

*(1)Per share amounts reflect the December 2025 three-for-one stock split.*

The Pension Plan was frozen as of December 31, 2024 and terminated as of December 31, 2025.

No future benefit accruals will be made.

- Chief Executive Officer – 5x base salary

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

- Closing price of TPL’s Common Stock increased 111% from December 31, 2023 to $1,105.96 per share as of December 31, 2024.

- Published annual update of ESG disclosure, including metrics for 2023

*Key Aspects of 2024 Design*

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

See further discussion of the freezing of the

In 2024, we reached out to stockholders representing 48% of our outstanding shares of Common Stock and held meetings with stockholders representing 32% of our outstanding shares of Common Stock (measured as of September 3, 2024) to discuss their perspectives on various issues, including executive compensation.

Independent members of our Board participated in and led each of these meetings with stockholders.

The participating members of our Board were joined in these meetings by one or more of the Company’s Chief Executive Officer, Chief Financial Officer, Senior Vice President, Secretary and General Counsel, and Vice President of Finance and Investor Relations.

Following these meetings, the Compensation Committee met with senior management to discuss what we learned during this comprehensive outreach process.

In general, we learned that institutional stockholders were not seeking significant changes to our compensation program.

Many expressed support for our overall compensation philosophy and instead suggested modest changes, including enhancing our proxy statement disclosures and increasing the proportion of performance-based equity that we award over the long term.

Some investors expressed concern about the definition of Adjusted EBITDA used for our Adjusted EBITDA margin calculation (calculated as Adjusted EBITDA divided by total revenues), such as the inclusion of interest income and other non-operating or non-recurring items (e.g., legal expenses).

The Compensation Committee includes interest income in calculating Adjusted EBITDA because (i) this approach aligns with TPL’s capital allocation strategy, (ii) the incentive goals established for Adjusted EBITDA margin include an assumed level of interest income and, therefore, its removal would have minimal impact and (iii) TPL is relatively unique in generating a significant amount of net interest income due to its lack of debt and, therefore, interest income is of heightened significance.

With respect to legal expenses, after due consideration, the Compensation Committee determined to not adjust for TPL’s excess legal expenses when calculating Adjusted EBITDA because its adjustment in both the goal and actual results achieved under the 2024 annual incentive plan would have increased the annual cash bonuses earned by the management team even if interest income had been removed from the calculation.

We have added new disclosures to our proxy statement intended to provide greater transparency into the functioning of our executive compensation program.

Additionally, we intend to evolve our compensation program over time, and we may make further changes to the structure of our compensation program based on the needs of the Company.

The closing price of TPL’s Common Stock increased 111% from December 31, 2023 to December 31, 2024;

| | | | | | | 2024 Reference Group | | | | | | 2025 Reference Group | | |

| Freehold Royalties | | | | | | | | | | | | P | | |

| Kimbell Royalty Partners | | | | | | P | | | | | | P | | |

| PrairieSky Royalty Ltd | | | | | | P | | | | | | P | | |

| Sitio Royalties Corp | | | | | | P | | | | | | P | | |

| Midstream/Water Companies | | | | | | | | | | | | | | |

| Aris Water Solutions | | | | | | | | | | | | P | | |

| DT Midstream, Inc. | | | | | | P | | | | | | P | | |

| EnLink Midstream, LLC | | | | | | P | | | | | | P | | |

| Equitrans Midstream Corporation | | | | | | P | | | | | | Acquired | | |

| Kinetic Holdings | | | | | | | | | | | | P | | |

| NuStar Energy L.P. | | | | | | P | | | | | | Acquired | | |

| Select Water Solutions | | | | | | | | | | | | P | | |

| E&P Companies | | | | | | | | | | | | | | |

| Callon Petroleum Co | | | | | | P | | | | | | Acquired | | |

| Civitas Resources | | | | | | | | | | | | P | | |

| Marathon Oil Corp | | | | | | P | | | | | | Acquired | | |

| Matador Resources Co | | | | | | P | | | | | | P | | |

| Ovintiv | | | | | | | | | | | | P | | |

| Permian Resources | | | | | | | | | | | | P | | |

| Range Resources Corp | | | | | | P | | | | | | P | | |

| SM Energy Co | | | | | | P | | | | | | P | | |

Our Common Stock is listed on the NYSE [added: and the NYSE Texas, Inc.] under the symbol “TPL.”

The following table sets forth certain information, as of December 31, [removed: 2024,] [added: 2025,] regarding the shares of our Common Stock authorized for issuance under our equity compensation plans.

| Plan | | | | | | Number of shares of Common Stock issuable upon exercise of outstanding options, warrants [removed: or] [added: and] rights | | | | | | Weighted average of exercise price of [removed: outstanding] [added: outstanding options, warrants and rights] | | | | | | Number of shares of Common Stock remaining available for future [removed: issuance] [added: issuance under equity compensation plans] | | |

| Texas Pacific Land Corporation 2021 Incentive Plan approved by stockholders (1) | | | | | | [removed: 44,290] [added: 105,936] | | | | | | — | | | | | | [removed: 136,238] [added: 366,381] | | |

| Texas Pacific Land Corporation 2021 Director Stock and Deferred Compensation Plan approved by stockholders | | | | | | — | | | | | | — | | | | | | [removed: 24,219] [added: 69,093] | | |

*2021 [removed: Incentive] Plan*

The maximum aggregate number of shares of Common Stock that may be issued under the 2021 Plan is [removed: 225,000] [added: 675,000] shares, which may consist, in whole or in part, of authorized and unissued shares (if any), treasury shares, or shares reacquired by the Company in any manner.

[removed: Except as may be provided in an employment or severance compensation agreement between the Company and the participant, if, in connection with a change in] control, a participant’s payment of any awards will cause the participant to be liable for federal excise tax levied on certain “excess parachute payments,” then either (i) all payments otherwise due or (ii) the reduced payment amount to avoid an excess [added: parachute payment, whichever will provide the participant with the greater after-tax economic benefit taking into account any applicable excise tax, shall be paid to the participant.]

The maximum aggregate number of shares of Common Stock that may be issued under the 2021 Director Plan is [removed: 30,000] [added: 90,000] shares, and the aggregate fair market value of shares that may be issued to a non-employee director in a calendar year is limited to $500,000.

Under such rules, an individual or entity is generally deemed to beneficially own any shares as to which the individual or entity has sole or shared voting or investment power, including any shares that the individual or entity has the right to acquire within 60 days of February [removed: 12, 2025] [added: 9, 2026] through the exercise of any stock options, through the vesting/settlement of RSUs, or upon the exercise of other rights.

Shares underlying PSUs will not be deemed beneficially owned by a person even if the PSU may vest within 60 days of February [removed: 12, 2025] [added: 9, 2026] because the satisfaction of the applicable performance conditions is outside of the person’s control.

For purposes of computing the percentage of outstanding shares of Common Stock held by each person or group of persons named below, any Common Stock that such person or persons has the right to acquire within 60 days of February [removed: 12, 2025] [added: 9, 2026] is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The following table is based upon [removed: 22,984,798] [added: 68,941,554] shares of Common Stock outstanding as of February [removed: 12, 2025] [added: 9, 2026] and shows all holders known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock as of February [removed: 12, 2025:][added: 9, 2026:]

| Horizon Kinetics Asset Management LLC (1) 470 Park Avenue South, 8th Floor South, New York, New York 10016 | | | | | | | | | [removed: 3,578,173] [added: 10,734,519] | | | | | | 15.6% | | |

| The Vanguard Group (2) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | | | | | | | [removed: 2,454,117] [added: 7,362,351] | | | | | | 10.7% | | |

| BlackRock, Inc. (3) 50 Hudson Yards New York, New York 10001 | | | | | | | | | [removed: 1,815,331] [added: 5,445,993] | | | | | | 7.9% | | |

| State Street Corporation (4) One Congress Street, Suite 1, Boston, Massachusetts 02114 | | | | | | | | | [removed: 1,185,230] [added: 3,508,116] | | | | | | [removed: 5.2%] [added: 5.1%] | | |

*(1)The information set forth is based on Amendment No. 8 to Schedule 13D (the “Schedule 13D”) filed on December 18, 2024 by Horizon Kinetics Asset Management LLC [removed: (“Horizon”),] [added: (“HKAM”),] a wholly owned subsidiary of Horizon Kinetics Holding [removed: Corporation, which indicates that Horizon has sole voting and sole dispositive power with respect to all shares beneficially owned.][added: Corporation (“HKHC”).]

Murray Stahl, Chief Executive Officer, Chairman of the Board and Chief Investment Officer of [removed: Horizon Kinetics Holding Corporation,] [added: HKHC,] is a director of TPL.

The number of shares beneficially owned excludes shares held by [added: senior] portfolio managers [removed: and other employees] of [removed: Horizon personally.*][added: HKAM.*]

[added: After giving effect to the three-for-one stock split effected on December 22, 2025,] The Vanguard Group reported sole dispositive power with respect to [removed: 2,370,928] [added: 7,112,784] shares, shared voting power with respect to [removed: 24,770] [added: 74,310] shares, and shared dispositive power with respect to [removed: 83,189] [added: 249,567] shares.*

*(3)The information reported is based on Amendment No. 2 to Schedule 13G filed on February 5, 2025 by BlackRock, Inc. [added: After giving effect to the three-for-one stock split effected on December 22, 2025,] BlackRock, Inc. reported sole voting power with respect to [removed: 1,691,275] [added: 5,073,825] shares and sole dispositive power with respect to [removed: 1,815,331] [added: 5,445,993] shares.*

*(4)The information reported is based on Schedule 13G filed on [removed: February 5,] [added: November 10,] 2025 by State Street Corporation.

The following table is based upon [removed: 22,984,798] [added: 68,941,554] shares of Common Stock outstanding as of February [removed: 12, 2025] [added: 9, 2026] and shows the number of shares of Common Stock beneficially owned directly or indirectly as of February [removed: 12, 2025] [added: 9, 2026] (i) our current directors, (ii) our Named Executive Officers and (iii) all of our directors and executive officers as a group.

Unless otherwise indicated, the address for each director and Named Executive Officer is: c/o Texas Pacific Land Corporation, [removed: 1700 Pacific Avenue,] [added: 2699 Howell Street,] Suite [removed: 2900,] [added: 800,] Dallas, Texas [removed: 75201.][added: 75204.]

| | | | Rhys J. Best | | | | | | | | | [removed: 915] [added: 3,299] | | | | | | * | | |

| | | | Donald G. Cook | | | | | | | | | [removed: 844] [added: 3,086] | | | | | | * | | |

| | | | Barbara J. Duganier | | | | | | | | | [removed: 789] [added: 2,921] | | | | | | * | | |

| | | | Donna E. Epps | | | | | | | | | [removed: 789] [added: 2,921] | | | | | | * | | |

| | | | Karl F. Kurz | | | | | | | | | [removed: 690] [added: 2,624] | | | | | | * | | |

| | | | Robert Roosa | | | | | | | | | [removed: 1,305] [added: 4,469] | | | [removed: (2)] [added: (1)] | | | * | | |

| | | | Marguerite Woung-Chapman | | | | | | | | | [removed: 405] [added: 1,769] | | | | | | * | | |

| | | | Tyler Glover | | | | | | | | | [removed: 11,208] [added: 39,924] | | | [removed: (4)] [added: (3)] | | | * | | |

| | | | Chris Steddum | | | | | | | | | [removed: 4,564] [added: 14,649] | | | [removed: (5)] [added: (4)] | | | * | | |

| | | | Micheal W. Dobbs | | | | | | | | | [removed: 2,721] [added: 6,660] | | | [removed: (6)] [added: (5)] | | | * | | |

| | | | All Directors and Executive Officers as a Group [removed: (12] [added: (11] persons) | | | | | | | | | [removed: 589,803] [added: 3,581,075] | | | | | | [removed: 2.6%] [added: 5.2%] | | |

[removed: *(2)Includes] [added: *(1)Includes] (i) [removed: 405] [added: 1,769] shares held by Robert Roosa, (ii) [removed: 450] [added: 1,350] shares held by RSR Resources & Minerals Unvested, LLC, of which Mr. Roosa is the manager, and (iii) [removed: 450] [added: 1,350] shares held by RSR Resources & Minerals Vested, LLC, of which Mr. Roosa is the manager.*

The shares referenced in [removed: (ii)] [added: (iii)-(xi)] above are managed by [removed: Horizon Kinetics Holding Corporation] [added: HKHC,] through its [added: wholly owned] registered investment adviser, [removed: Horizon.][added: HKAM.]

Mr. Stahl, Chief Executive Officer, Chairman of the Board and Chief Investment Officer of [removed: Horizon Kinetics Holding Corporation,] [added: HKHC,] is a director of TPL, but does not participate in [removed: Horizon’s] [added: HKAM’s] investment decisions with respect to the securities of TPL.

[removed: Horizon] [added: HKAM] separately reports its position and transactions in the securities of TPL on Forms 4 and Schedule 13D.