Item 13. Certain Relationships and Related Transactions, and Director Independence.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Procedures for Approval of Related Person Transactions
TPL generally does not engage in transactions in which TPL’s executive officers or directors (or any of their immediate family members) or any of TPL’s stockholders owning 5% or more of TPL’s outstanding shares of Common Stock (or any of their immediate family members) have a material interest. Should a proposed transaction or series of similar transactions involve any such persons in an amount that exceeds $120,000 in any fiscal year, it will be subject to review and approval by the Audit Committee in accordance with its written policy and procedures adopted by the Board. Transactions entered into that were not related person transactions at the time that they were consummated, but that later become related person transactions during the course of the transaction, will also be subject to review by the Audit Committee in accordance with a written policy adopted by the Board.
Transactions with Related Persons
Bolt Investment
As discussed elsewhere in this Annual Report, 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. Prior to the closing of our investment in Bolt, we were informed that Horizon, a wholly owned subsidiary of Horizon Kinetics Holding Corporation, intended to make a significant equity investment in Bolt through various affiliated funds. Murray Stahl, a director of the Company, is also the Chief Executive Officer, Chairman and Chief Investment Officer of Horizon. The Company and the Audit Committee reviewed Horizon’s proposed investment in Bolt and, along with Horizon, undertook steps to alleviate any potential conflicts of interest that could arise from such investment. Following our investment, Horizon invested approximately $47.5 million in Bolt.
Independence
The Board has affirmatively determined that all of the directors, other than Mr. Glover, who is employed by TPL, are independent under the rules of the SEC and the NYSE.
No director may be deemed independent unless the Board determines that he or she has no material relationship with TPL, directly or as an officer, stockholder or partner of an organization that has a material relationship with TPL.
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