TPL 8-K Current Reports

Texas Pacific Land 8-K Report, Financial Results (Aug 5, 2026)

Texas Pacific Land Corporation (TPL) reported record second-quarter 2026 results, per Exhibit 99.1, a press release furnished with this Form 8-K. Total revenues were $246.1 million, up from $236.8 million in the first quarter of 2026. Net income was $153.9 million, or $2.23 per diluted share, compared with $142.9 million in the first quarter. Adjusted EBITDA was $215.6 million and free cash flow was $155.5 million. The company attributed the sequential revenue increase mainly to a $27.4 million rise in oil and gas royalty revenue, and noted that its average realized price rose to $42.17 per Boe from $37.06 per Boe. Oil and gas royalty production was 39.7 thousand Boe per day, and produced water royalty volumes reached 4.9 million barrels per day. Management highlighted strategic developments, including an agreement with a Chevron subsidiary to provide land and brackish water resources for Project Kilby, a multi-gigawatt power generation and data center hub in Reeves County, Texas. The company also reported $110.2 million of aggregate land acquisitions in Shackelford and Jones Counties, Texas, tied to its data center and power generation efforts. Construction and commissioning of the Phase 2B produced water desalination facility in Orla, Texas, with anticipated capacity of 10,000 inlet barrels per day, was completed and started. The company declared a quarterly dividend of $0.60 per share, payable September 15, 2026. The company reported cash and equivalents of $248.6 million and no debt as of June 30, 2026, according to the accompanying investor presentation (Exhibit 99.2). Exhibit 99.2 also includes an updated August 2026 investor presentation posted to the company's website for use in investor and analyst meetings.

Aug 5, 2026 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Jun 23, 2026)

Texas Pacific Land Corporation (TPL) announced on June 23, 2026 that it has reached an agreement with Chevron U.S.A. Inc., a subsidiary of Chevron Corporation, to provide land and brackish water resources for Chevron's recently announced Project Kilby. Project Kilby is a large-scale power generation facility Chevron is developing to support a customer data center in Reeves County, Texas. Under the agreement, TPL contributed surface acreage in exchange for cash consideration and the exclusive right to source aquifer-derived water for the power generation facility and other associated aspects of the project. CEO Ty Glover said the project validates West Texas as a premier location for compute infrastructure and that TPL is well positioned to support regional growth through its surface footprint, industry relationships, and access to energy and water resources. The filing notes that Chevron has emphasized water stewardship and community engagement, and that TPL intends to supply brackish groundwater to help reduce demand for shared freshwater resources. TPL also states it continues to advance solutions for reuse of desalinated produced water. The announcement is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for purposes of Section 18 of the Exchange Act. The filing does not disclose the cash consideration amount or the financial impact of the agreement.

Jun 23, 2026 8-K

Earnings & ResultsLeadership ChangesMaterial Agreements+2

Texas Pacific Land 8-K Report, Regulation FD Disclosure (May 18, 2026)

Texas Pacific Land Corporation (TPL) furnished an investor presentation under Item 7.01 (Regulation FD) for its Investor Day on May 18, 2026 in Midland, Texas, as Exhibit 99.1. The filing itself contains no new financial results; the presentation is described as summary information to be read alongside the company's SEC filings. The presentation covers TPL's three surface-estate revenue streams (SLEM and water sales, produced water royalties, and related activities), with the company citing FY 2025 revenue of $386 million for the segment, representing 48% of consolidated revenue. The presentation highlights strong water segment economics. Management states the TPL Water segment has been profitable every year since inception in 2017, with cumulative post-tax cash flow and capital expenditure data shown for 2017 through 2025. Produced water royalties generated $124 million of FY 2025 revenue with no direct operating expenses or capital expenditures, and royalty volumes averaged 4.3 million barrels per day in FY 2025. Water Sales volumes reached 763 thousand barrels per day in 2025 versus 736 thousand in 2024. Beyond core operations, management outlined growth initiatives in desalination and data centers. TPL's Phase 1 freeze desalination pilot is complete, and Phase 2 construction was slated to begin operations in May 2026, with a final investment decision pending Phase 2 results. The company also disclosed a $50 million investment in Bolt Data & Energy, Inc. made in December 2025, which is pursuing multi-gigawatt data center projects, and it describes a data center opportunity pipeline in West Texas.

May 18, 2026 8-K

Texas Pacific Land 8-K Report, Material Agreement (May 6, 2026)

Texas Pacific Land Corporation (TPL) filed this Form 8-K on May 6, 2026 to report first-quarter 2026 results and disclose a board appointment and a board representative agreement with Horizon Kinetics, TPL's largest shareholder. Total revenues for the three months ended March 31, 2026 were $236.8 million, compared with $196.0 million a year earlier, and net income was $142.9 million, or $2.07 per diluted share, versus $120.7 million in the first quarter of 2025. The company cited a $20.9 million land sale revenue recognized from a $42.5 million land sale tied to a power generation and data center project, which it describes as a land sale under a financing arrangement. Adjusted EBITDA was $181.4 million and free cash flow was $136.4 million, and the quarterly dividend of $0.60 per share was declared for payment on June 15, 2026. Governance changes are the other key item. Under a Board Representative Agreement dated May 5, 2026, TPL agreed to nominate a Horizon Kinetics designee for election at its 2026 annual meeting, and Peter Doyle, Co-Chief Executive Officer of Horizon Kinetics, was appointed to the Board and to the strategic acquisitions committee on May 5, 2026. Doyle is slated to stand for re-election at the 2026 Annual Meeting, which the company intends to hold on November 5, 2026. Operationally, oil and gas royalty production averaged 37.1 thousand Boe per day, down from 37.5 thousand in the fourth quarter of 2025 but up from 31.1 thousand a year earlier. The average realized price was $37.06 per Boe, compared with $41.58 per Boe in the first quarter of 2025. The company also reported progress on its produced water desalination R&D test facility in Orla, Texas, which it said was nearing completion and expected to receive its first inlet barrels in the coming weeks.

May 6, 2026 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Apr 9, 2026)

Texas Pacific Land Corporation (TPL) filed a Current Report on Form 8-K on April 9, 2026, under Item 7.01 (Regulation FD Disclosure) to announce the passing of Murray Stahl, a member of the Company's Board of Directors. The filing furnishes a press release as Exhibit 99.1, which states that Mr. Stahl was Chief Executive Officer, Chairman of the Board and Chief Investment Strategist of Horizon Kinetics Holding Corporation, which, through various owned subsidiaries, is TPL's largest shareholder. The press release includes tributes from CEO Ty Glover and Board Chairman Rhys Best. Glover described Mr. Stahl as a strong advocate for the Company and credited him and Horizon Kinetics, along with its predecessors, with being TPL's largest shareholder for many decades. Best said the Board will greatly miss him. The filing does not announce any change to the Board, operations, financial results, or capital allocation. The press release also describes TPL as one of the largest landowners in Texas, with approximately 882,000 acres concentrated in the Permian Basin. It notes the Company is not an oil and gas producer and generates revenue from surface and royalty interests, fixed-fee land use payments, caliche sales, water sourcing and treatment, saltwater disposal, and easements and leases.

Apr 9, 2026 8-K

Texas Pacific Land 8-K Report, Financial Results (Feb 18, 2026)

Texas Pacific Land Corporation (NYSE: TPL) furnished this Form 8-K on February 18, 2026 to report financial results for the three months and year ended December 31, 2025 (Exhibit 99.1) and an updated February 2026 investor presentation (Exhibit 99.2). For the full year 2025, the company reported total revenues of $798.2 million (up from $705.8 million in 2024), net income of $481.4 million, or $6.97 per diluted share, Adjusted EBITDA of $687.4 million, and free cash flow of $498.3 million. Oil and gas royalty production averaged 34.6 thousand Boe per day for the year, compared with 26.8 thousand in 2024, and the company completed a three-for-one stock split on December 22, 2025. Fourth-quarter 2025 revenue was $211.6 million, net income was $123.3 million ($1.79 per diluted share), and free cash flow was $118.9 million. The company acquired 17,306 net royalty acres, primarily in the Midland Basin, for $450.7 million in cash, invested $50.0 million in Bolt Data & Energy, Inc., and entered into a $500 million revolving credit facility that remained fully undrawn at year end. Cash and equivalents were $144.8 million at December 31, 2025, with no debt shown in the investor presentation. On February 10, 2026, the Board declared a quarterly cash dividend of $0.60 per share, a 12.5% increase from the prior quarterly dividend, payable March 16, 2026. The company also highlighted progress in next-generation opportunities, including data center infrastructure and produced water desalination, and noted an earnings call scheduled for February 19, 2026.

Feb 18, 2026 8-K

Corporate ChangesRegulation FDExhibits & Filings

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Dec 17, 2025)

Texas Pacific Land Corporation (TPL) announced on December 17, 2025 a strategic agreement with Bolt Data & Energy, Inc. ("Bolt") to develop and enable large-scale data center campuses and supporting infrastructure across Company-owned land. The press release, furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure), states that Bolt raised $150 million of capital, with $50 million invested by TPL. In exchange, TPL will receive an equity interest, warrants, and a right of first refusal to supply water to Bolt-affiliated projects and related infrastructure. Bolt is described as currently pursuing commercial partnerships and anchor customers to develop large-scale data centers on TPL land, and it plans to focus on power production using natural gas, renewable, and ultimately nuclear sources. The filing also discloses a related-party consideration. Horizon Kinetics Asset Management LLC (HKAM), a wholly owned subsidiary of Horizon Kinetics Holding Corporation, intends to make a significant equity investment in Bolt through various affiliated funds. Murray Stahl, a TPL director, is also CEO, Chairman and Chief Investment Officer of HKAM. The Company and its Audit Committee reviewed the proposed investment and, with HKAM, have taken steps to alleviate potential conflicts of interest. The filing is a Regulation FD disclosure, and the CEO, Ty Glover, characterized the collaboration as a step toward positioning West Texas as one of the largest concentrations of AI compute infrastructure globally, citing TPL's ownership of nearly one million acres (approximately 882,000 acres per the press release). The filing does not state financial terms of the revenue arrangements or any timeline for the data center projects.

Dec 17, 2025 8-K

Texas Pacific Land 8-K Report, Bylaw Amendment (Dec 2, 2025)

Texas Pacific Land Corporation (TPL) filed a Form 8-K on December 2, 2025 to report the effectiveness mechanics of a previously announced three-for-one forward stock split of its common stock, par value $0.01 per share. On December 2, 2025, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the split and proportionately increase authorized common shares from 46,536,936 to 139,610,808. The amendment becomes effective at 5:00 p.m. Eastern Time on December 22, 2025. The key dates for investors are a record date of December 12, 2025, share distribution on December 22, 2025, and split-adjusted trading beginning at market open on December 23, 2025. The common stock will continue to trade on the New York Stock Exchange and NYSE Texas, Inc. under the symbol "TPL," and the CUSIP number and par value are unchanged. The filing is administrative in nature and does not report financial results or operating figures. The Company's press release, furnished as Exhibit 99.1, describes TPL as one of the largest landowners in Texas, with approximately 882,000 acres concentrated in the Permian Basin. It states that TPL is not an oil and gas producer but earns revenue from surface and royalty ownership, including fixed fee payments for land use, caliche sales, water sourcing and treated produced water, oil and gas royalties, saltwater disposal, and easement and commercial lease income.

Dec 2, 2025 8-K

Texas Pacific Land 8-K Report, Shareholder Vote Results (Nov 12, 2025)

Texas Pacific Land Corporation held its Annual Meeting of Stockholders on November 6, 2025, with 18,923,012 shares of common stock present in person or represented by proxy. Stockholders elected all nine board nominees to serve until the 2026 Annual Meeting, including Rhys J. Best, Donald G. Cook, Barbara J. Duganier, Donna E. Epps, Tyler Glover, Karl F. Kurz, Robert Roosa, Murray Stahl, and Marguerite Woung-Chapman. Each nominee received more votes cast for than against, though the margins varied; for example, Donald G. Cook received 12,335,211 votes for and 1,694,289 against, while Robert Roosa received 13,755,485 for and 325,564 against. Stockholders also approved, on a non-binding advisory basis, the executive compensation of the named executive officers, with 12,114,623 votes for and 1,880,392 against. They ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 18,742,289 votes for and 102,084 against. A non-binding stockholder proposal to reduce the ownership threshold for stockholders to call a special meeting from 25% to 10% was not approved, receiving 2,180,247 votes for and 11,923,663 against. The filing notes that a more detailed description of the proposals appeared in the Definitive Proxy Statement on Schedule 14A filed September 26, 2025.

Nov 12, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+1

Texas Pacific Land 8-K Report, Financial Results (Nov 5, 2025)

Texas Pacific Land Corporation reported third-quarter 2025 results on November 5, 2025, with record quarterly revenues and net income from its Water Services and Operations segment. Consolidated net income for the three months ended September 30, 2025 was $121.2 million, or $5.27 per diluted share, on total revenues of $203.1 million, compared with $116.1 million of net income in the second quarter of 2025. Adjusted EBITDA was $173.6 million and free cash flow was $122.9 million. Water Services and Operations segment revenues were $80.8 million, a company record, while Land and Resource Management segment revenues were $122.3 million. Oil and gas royalty production averaged 36.3 thousand Boe per day, also a quarterly record. The company made significant acquisitions. It closed the purchase of approximately 17,306 net royalty acres, primarily in the Midland Basin, on November 3, 2025 for an aggregate price of $474.1 million in cash, and acquired about 8,147 surface acres in Martin County, Texas in September 2025. The two acquisitions had a combined aggregate purchase price of $505 million. The company also entered a new $500 million unsecured revolving credit facility on October 23, 2025, which remained undrawn as of November 5, 2025. The Board approved a three-for-one stock split, expected to be completed in December 2025 subject to finalization of the effective date, and declared a quarterly dividend of $1.60 per share payable December 15, 2025. The filing also includes an updated November 2025 investor presentation, which references a video of CEO Tyler Glover and reports that the company had no debt and $531.8 million of cash and cash equivalents as of September 30, 2025. Management stated that the business model is designed to succeed through the commodity cycle without hedging.

Nov 5, 2025 8-K

Texas Pacific Land 8-K Report, Material Agreement (Oct 27, 2025)

On October 23, 2025, Texas Pacific Land Corporation entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent and L/C issuer, and other lenders. The agreement provides a $500.0 million unsecured revolving credit facility, with the ability to request up to an additional $250.0 million in commitments, and matures on October 23, 2029. The facility remains undrawn. Borrowings bear interest at term SOFR plus 2.25% or 2.50%, or a base rate plus 1.25% or 1.50%, depending on whether the consolidated total leverage ratio is at or below 2.0 to 1.0 or above it. The company must maintain a consolidated interest coverage ratio of at least 3.0 to 1.0 and a consolidated total leverage ratio of no more than 3.50 to 1.0, tested at each fiscal quarter end. The agreement includes customary affirmative and negative covenants, including limits on liens, debt, investments, dividends and distributions, and asset dispositions. Borrowings would be unsecured, with a springing senior security interest in substantially all equity securities of the company's subsidiaries if the consolidated total leverage ratio exceeds 2.50 to 1.0. Proceeds from future borrowings are to be used for capital expenditures, working capital, acquisitions and other general business purposes. The filing also lists customary events of default, including payment defaults, covenant breaches, cross defaults and change in control events. According to the furnished press release (Exhibit 99.1), the company's CFO, Chris Steddum, described the facility as enhancing TPL's liquidity and positioning the company to pursue accretive growth opportunities and expand shareholder return of capital. The release states the facility was substantially oversubscribed with support from twelve financial institutions.

Oct 27, 2025 8-K

Leadership Changes

Texas Pacific Land 8-K Report, Executive Changes (Aug 27, 2025)

Texas Pacific Land Corporation's Current Report on Form 8-K, dated August 27, 2025 and filed under Item 5.02, discloses a board change. Director Eric L. Oliver notified the Company on August 26, 2025 that he will not stand for reelection to the Board at the Company's 2025 annual meeting of stockholders (the "Annual Meeting"). He will continue to serve as a director until that meeting. The filing states that his decision is not the result of any disagreement with the Company or the Board on matters relating to the Company's operations, policies or practices, or any other matter. In connection with his decision, the Board removed Mr. Oliver as a nominee for election at the Annual Meeting and determined to decrease the number of directors from ten to nine, effective as of the Annual Meeting. The Board thanked Mr. Oliver for his service and contributions to the Company. The filing contains no financial results, operational updates or other financial metrics. For investors, the filing's significance is limited to the board's reduction in size and the departure of one director at the conclusion of the 2025 annual meeting.

Aug 27, 2025 8-K

Corporate ChangesExhibits & Filings

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Aug 14, 2025)

Texas Pacific Land Corporation filed this Form 8-K on August 14, 2025 under Item 7.01 (Regulation FD Disclosure) to announce the dual listing of its common stock on NYSE Texas, Inc. under the ticker "TPL." The company will keep its primary listing on the New York Stock Exchange and begin trading on NYSE Texas on August 15, 2025. The filing contains no financial results, guidance, or balance sheet data; the information is furnished, not filed, for Exchange Act purposes. According to the attached press release (Exhibit 99.1), CEO Tyler Glover said TPL joins NYSE Texas as a Founding Member, citing the company's employees and virtually all of its assets being located in Texas. The release notes TPL is the longest-listed Texas-headquartered company on the NYSE. NYSE Group's Chris Taylor described TPL's NYSE listing as spanning more than 130 years. For investors, the event is primarily a listing-venue expansion rather than an operational or financial development. The release describes the company as owning approximately 874,000 acres of land in West Texas, mostly in the Permian Basin, and as not being an oil and gas producer, with revenue tied to surface use fees, caliche sales, water and produced-water services, royalty interests, saltwater disposal, and easements and leases.

Aug 14, 2025 8-K

Texas Pacific Land 8-K Report, Bylaw Amendment (Aug 8, 2025)

Texas Pacific Land Corporation's Current Report on Form 8-K, dated August 8, 2025, reports that the Board of Directors approved and adopted the Fourth Amended and Restated Bylaws on August 5, 2025, effective upon approval. The amendments implement a proxy access right and make certain conforming, clarifying, administrative and other non-substantive changes. Under the new bylaws, a stockholder, or a group of up to 20 stockholders, who has continuously owned at least 3% of the Company's outstanding common stock for at least three consecutive years may nominate the greater of two or 25% of the number of directors in office, provided eligibility, procedural, content and notice requirements are met. Nomination notices for inclusion in the proxy statement must be delivered not earlier than the 150th day and not later than the 120th day before the one-year anniversary of the prior year's annual meeting, with alternative timing rules if no meeting was held the prior year or the meeting date shifts by more than 30 days earlier or 60 days later than that anniversary. The filing is limited to this governance change. The full text of the bylaws is filed as Exhibit 3.1, and the filing also includes the cover page interactive data file (Exhibit 104). The filing does not report financial results or operational developments.

Aug 8, 2025 8-K

Texas Pacific Land 8-K Report, Financial Results (Aug 6, 2025)

Texas Pacific Land Corporation reported record second-quarter 2025 results, with net income of $116.1 million, or $5.05 per diluted share, on total revenues of $187.5 million. Adjusted EBITDA was $166.2 million and free cash flow was $130.1 million. Management highlighted record quarterly revenue in both easements and other surface-related income ($36.2 million) and produced water royalties ($30.7 million). Oil and gas royalty production averaged 33.2 thousand Boe per day, though the average realized price fell to $32.94 per Boe from $41.58 per Boe in the first quarter of 2025. Compared with the first quarter of 2025, total revenues declined by $8.4 million, driven by lower oil and gas royalty revenue and lower water sales, partly offset by higher easements and surface-related income. For the six months ended June 30, 2025, net income was $236.8 million versus $229.0 million a year earlier, and total revenues rose to $383.5 million from $346.5 million. The company reported no debt and cash and cash equivalents of $543.9 million at June 30, 2025. The company declared a quarterly cash dividend of $1.60 per share, payable September 16, 2025, and began construction in July 2025 of a 10,000 barrel-per-day produced water desalination facility in Orla, Texas, with estimated service in late 2025. The filing also furnishes an updated August 2025 investor presentation and announces the 2025 Annual Meeting of Stockholders for November 6, 2025.

Aug 6, 2025 8-K

Texas Pacific Land 8-K Report, Financial Results (May 7, 2025)

Texas Pacific Land Corporation (TPL) reported first-quarter 2025 results on May 7, 2025, via Exhibit 99.1, and posted an updated May 2025 investor presentation (Exhibit 99.2) to its website. Net income was $120.7 million ($5.24 per diluted share) on total revenues of $196.0 million, compared with $174.1 million of total revenues in the first quarter of 2024. Oil and gas royalty production reached a company-record 31.1 thousand Boe per day, and Water Services and Operations segment revenues were a record $69.4 million. Adjusted EBITDA was $169.4 million and free cash flow was $126.6 million. The company reported that its royalty acreage carried 24.3 net wells across permits, drilled-but-uncompleted wells and completed-but-not-producing wells, a company record, and 90.2 net producing wells. Cash and cash equivalents were $460.4 million at March 31, 2025, with no debt. Total operating expenses rose to $45.9 million from $38.1 million a year earlier, mainly due to higher depletion tied to oil and gas royalty interests acquired in the second half of 2024. The Board declared a quarterly dividend of $1.60 per share, payable June 16, 2025. The investor presentation restates these results alongside full-year 2024 figures, including $611 million of 2024 Adjusted EBITDA, $461 million of 2024 free cash flow, and a long-term framework emphasizing capital returns through dividends and share repurchases. The filing notes that the presentation's Item 7.01 disclosure is furnished and not deemed filed under the Exchange Act.

May 7, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Texas Pacific Land 8-K Report, Financial Results (Feb 19, 2025)

Texas Pacific Land Corporation reported fourth quarter and full year 2024 results in a press release furnished as Exhibit 99.1. For the full year 2024, total revenues were $705.8 million (versus $631.6 million in 2023) and net income was $454.0 million, or $19.72 per diluted share. Adjusted EBITDA was $610.7 million and free cash flow was $461.1 million. Fourth quarter 2024 net income was $118.4 million, or $5.14 per diluted share, on total revenues of $185.8 million. Oil and gas royalty production reached a company record 29.1 thousand Boe per day in the fourth quarter, and full year production averaged 26.8 thousand Boe per day. The Water Service and Operations segment delivered record 2024 results, with total segment revenues of $265.0 million and segment net income of $139.1 million. Water sales revenue was $150.7 million and produced water royalties were $104.1 million. Management highlighted $395.5 million spent on two mineral acquisitions and $45.0 million on a surface acquisition during 2024, and noted that construction has begun on a sub-scale produced water desalination test facility with an initial capacity of 10,000 barrels per day, with a mid-2025 completion targeted. The company also declared a quarterly cash dividend of $1.60 per share, payable March 17, 2025. As of December 31, 2024, the company reported cash and cash equivalents of $369.8 million, and the investor presentation (Exhibit 99.2) states the company has no debt. The filing also furnishes an updated February 2025 investor presentation covering the business, its capital allocation framework, and non-GAAP reconciliations.

Feb 19, 2025 8-K

Texas Pacific Land 8-K Report, Bylaw Amendment (Nov 12, 2024)

Texas Pacific Land Corporation's Form 8-K dated November 12, 2024 reports results from its 2024 Annual Meeting of Stockholders, held November 8, 2024, and a related charter and bylaw change. Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation allowing holders of at least 25% of outstanding Common Stock to request a special meeting of stockholders, subject to procedures in the Third Amended and Restated Bylaws. The Charter Amendment became effective upon filing with the Delaware Secretary of State on November 12, 2024, and the Board adopted the Third Amended and Restated Bylaws on November 8, 2024, effective the same day. The new bylaws set conditions the Company may use to decline a special meeting request, including non-compliance with procedures, non-proper subject matter, timing windows around the annual meeting, substantially similar business recently presented, and revocations that drop the requesting holders below 25%. Business at a stockholder-requested special meeting is limited to the purposes stated in the request, though the Board may add matters. At the meeting, all six director nominees were elected, with For votes ranging from 12,705,349 to 13,604,743. Deloitte & Touche LLP was ratified as auditor for fiscal 2024 with 18,680,021 votes for. The say-on-pay proposal received 12,512,329 votes for and 1,694,784 against. The three non-binding stockholder proposals on clawback policy, written consent, and director renomination each received more votes against than for.

Nov 12, 2024 8-K

Texas Pacific Land 8-K Report, Financial Results (Nov 6, 2024)

Texas Pacific Land Corporation (NYSE: TPL) filed this Form 8-K on November 6, 2024 to furnish its press release reporting third-quarter 2024 results and an updated November 2024 investor presentation. Third-quarter net income was $106.6 million, or $4.63 per diluted share, on total revenues of $173.6 million, compared with $114.6 million of net income and $172.3 million of revenues in the second quarter. Royalty production reached a record 28.3 thousand Boe per day, up from 24.9 thousand in the prior quarter, and Adjusted EBITDA was $144.1 million with free cash flow of $106.9 million. Nine-month net income was $335.6 million, or $14.58 per diluted share, on revenues of $520.0 million. During the quarter the company completed two all-cash acquisitions: mineral interests across approximately 4,106 net royalty acres in the northern Delaware Basin for $120.3 million, and about 4,120 surface acres in the core of the Midland Basin for $45.0 million. The company also declared a quarterly cash dividend of $1.60 per share, payable December 16, 2024, which management described as a 37% increase over the prior regular dividend and largely supported by the recent acquisitions. Cash and cash equivalents were $533.9 million at September 30, 2024, and the company reported no debt. Quarter-over-quarter, operating expenses rose to $46.2 million from $39.1 million, mainly due to higher legal and professional fees, partially offset by lower water service-related expenses. Water sales declined $4.4 million sequentially on a 9.0% decrease in water sales volumes. Nine-month water sales volumes grew 27.6% year over year, and the company also highlighted an ongoing produced water desalination technology pilot with a planned larger test facility.

Nov 6, 2024 8-K

Regulation FDOther EventsExhibits & Filings

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Oct 2, 2024)

On October 2, 2024, Texas Pacific Land Corporation (NYSE: TPL) announced the closing of an all-cash acquisition of oil and gas royalty interests for $286 million, covering approximately 7,490 net royalty acres (NRA), primarily in the Midland Basin. The Midland Basin NRAs are concentrated in Martin (~2,220 NRA), Midland (~2,080 NRA) and other counties, with 6,942 NRAs in the Midland Basin (93%) and 548 NRAs in the Delaware Basin (7%). The company states that over 80% of the acquired interests are adjacent to or overlap existing TPL surface and royalty acreage, and that the assets currently produce approximately 1,300 barrels of oil equivalent per day (about 78% liquids). The presentation expects production to grow to over 2,000 boe/d next year and notes the transaction had an effective date of April 1, 2024. Management, led by CEO Tyler Glover, says the acquisition high-grades the legacy royalty footprint, increases cash flow and earnings per share, and strengthens the growth profile. It anticipates a double-digit cash flow yield over the next twelve months based on current strip pricing, with additional upside because over half of the Drilling and Spacing Units have seen little or no development. Major operators include ExxonMobil (about 45% of NRAs) and Diamondback (about 21%), and twelve rigs are currently running on the footprint. The company states it does not expect to add headcount or G&A as a result of the deal. The filing is a Regulation FD disclosure under Item 7.01. The press release and investor presentation are furnished rather than filed, so they are not subject to Section 18 liability. The presentation is intended for use in investor and analyst meetings.

Oct 2, 2024 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Aug 27, 2024)

Texas Pacific Land Corporation (NYSE: TPL) announced on August 27, 2024 that it closed two Permian Basin acquisitions for an aggregate $169 million in cash, per Exhibit 99.1. The first is a mineral interest acquisition of approximately 4,106 net royalty acres in Culberson County, Texas, for $124 million in cash. These interests overlap existing TPL royalty acreage in current and anticipated Drilling and Spacing Units and overlap TPL surface acreage. The acreage is leased to and operated by Coterra Energy (NYSE: CTRA). The second is a surface asset of approximately 4,120 acres in Martin County, Texas, in the core of the Midland Basin. The filing says this asset generates revenue from water supply, produced water disposal, and other surface-related activities, including royalties from a solids waste landfill operated by Waste Connections, Inc. (NYSE: WCN). CEO Tyler Glover stated the combined purchase price implies a greater than 13% 2025 free cash flow yield at current strip prices, crediting only existing production and line-of-sight wells and opportunities. The filing also discloses a related-party element. The mineral interest acquisitions were completed with Brigham Royalties Fund I Holdco, L.L.C., a subsidiary of Brigham Royalties, LLC, whose CEO, Robert Roosa, is a TPL board member. A 55.4% interest in each acquisition was assigned to a TPL subsidiary. TPL paid $275 per net mineral acre in commissions to certain Brigham Royalties employees, which the company states was significantly less than what it would pay third parties. The Audit Committee and full Board approved the transactions, with Mr. Roosa abstaining.

Aug 27, 2024 8-K

Other EventsExhibits & Filings

Texas Pacific Land 8-K Report, Financial Results (Aug 7, 2024)

Texas Pacific Land Corporation (NYSE: TPL) filed this Form 8-K on August 7, 2024 to furnish its second-quarter 2024 results press release (Exhibit 99.1) and an updated August 2024 investor presentation (Exhibit 99.2). For Q2 2024, the company reported consolidated net income of $114.6 million, or $4.98 per diluted share, on total revenues of $172.3 million, with Adjusted EBITDA of $153.2 million and free cash flow of $116.0 million. Royalty production was 24.9 thousand Boe per day. Revenue was roughly flat sequentially versus Q1 2024 ($174.1 million), with lower easements and oil and gas royalty revenue offset by higher water sales and produced water royalties. The Water Services and Operations segment set records, with water sales revenue of $40.7 million, produced water royalties of $25.3 million, and segment net income of $34.5 million. Capital allocation was a key announcement. TPL stated it targets cash and cash equivalents of approximately $700 million, and that above this level it will seek to deploy most of its free cash flow toward share repurchases and dividends. A $10.00 per share special cash dividend, declared June 13, 2024, was paid July 15, 2024. The Board also declared a regular quarterly dividend of $1.17 per share, payable September 17, 2024. The six-month figures show net income of $229.0 million ($9.95 per diluted share), reflecting a three-for-one stock split effective March 26, 2024. Share repurchases totaled $16.6 million for the six months. The presentation notes cash and cash equivalents of $894.7 million at June 30, 2024 and no debt. It also describes TPL's four revenue streams (oil and gas royalties, surface leases, easements and materials, water sales, and produced water royalties) and reports about 6.3 net permits, 9.5 net drilled but uncompleted wells, and 4.0 net completed wells as of June 30, 2024.

Aug 7, 2024 8-K

Texas Pacific Land 8-K Report, Corporate Update (Jun 13, 2024)

Texas Pacific Land Corporation (NYSE: TPL) announced on June 13, 2024 that its Board of Directors declared a special cash dividend of $10.00 per share, payable on July 15, 2024 to stockholders of record at the close of business on July 1, 2024. The company also set a cash balance target of approximately $700 million, above which it will seek to deploy the majority of its free cash flow toward share repurchases and dividends. According to the accompanying press release (Exhibit 99.1), CEO Tyler Glover described the special dividend as the largest in the company's history and a 50% increase compared to the most recent prior split-adjusted special dividend. He stated that the company still retains optionality to return additional capital to stockholders and to invest in growth opportunities, and that the Board will regularly evaluate the cash balance target and capital allocation priorities as fundamentals and macroeconomic conditions change. The press release describes TPL as one of the largest landowners in Texas, with approximately 868,000 acres in West Texas, mostly concentrated in the Permian Basin. The company states it is not an oil and gas producer, but earns revenue through surface and royalty ownership, including fixed fee payments, caliche sales, water services, saltwater disposal, and easement and leasing revenue.

Jun 13, 2024 8-K

Corporate ChangesExhibits & Filings

Texas Pacific Land 8-K Report, Bylaw Amendment (May 24, 2024)

Texas Pacific Land Corporation's Board of Directors adopted and approved Second Amended and Restated Bylaws on May 22, 2024, effective immediately, as part of a periodic review of the bylaws. The filing, signed May 24, 2024 by SVP, General Counsel and Secretary Micheal W. Dobbs, is a governance update rather than a financial disclosure; the filing itself contains no financial results. The revised bylaws address Rule 14a-19 Universal Proxy Rules, enhance procedures for stockholder director nominations and proposals (excluding Rule 14a-8 proposals), modify adjournment and stockholder-list procedures to reflect Delaware General Corporation Law amendments, allow special Board meetings on less than 24 hours' notice upon written request of a majority of the Board, modify proxy procedures, and set out the authority and responsibilities of the President and Chief Financial Officer. The filing also notes that the Nominating and Corporate Governance Committee recommended the Board consider including in the 2024 annual meeting proxy statement a proposal to amend the Certificate of Incorporation to grant stockholders the right to call a special meeting. The committee is evaluating the parameters for that right and intends to make a final recommendation before the 2024 proxy statement is released.

May 24, 2024 8-K

Texas Pacific Land 8-K Report, Financial Results (May 8, 2024)

Texas Pacific Land Corporation reported first-quarter 2024 results on May 8, 2024, with net income of $114.4 million, or $4.97 per diluted share, on total revenues of $174.1 million. Management highlighted record water segment revenues of $62.7 million, Adjusted EBITDA of $152.0 million and free cash flow of $114.5 million. Revenue rose sequentially, principally from a $10.7 million increase in water sales, while oil and gas royalty revenue fell $6.6 million on lower production. Year over year, revenue grew from $146.4 million, with water sales up 51.3% in volume and oil and gas royalty revenue up on higher production, partly offset by an $8.7 million settlement recorded in the first quarter of 2023. The filing also announced progress on a produced water desalination and treatment technology, with a pilot completed and a larger facility with initial capacity of 10,000 barrels of water per day being pursued. The company filed a patent application for the process and secured exclusive use-rights for the equipment for produced water applications. Management said it is in commercial discussions with upstream operators. The Board declared a $1.17 per share quarterly dividend payable June 17, 2024, and formalized the Strategic Acquisitions Committee as a standing committee. The filing also reflects the three-for-one stock split effective March 26, 2024, which is reflected in per-share and share figures. Investor presentations furnished with the filing describe the company's capital allocation framework, a cash balance of $837 million, and no debt as of March 31, 2024.

May 8, 2024 8-K

Corporate ChangesRegulation FDExhibits & Filings

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Mar 28, 2024)

Texas Pacific Land Corporation filed this Form 8-K on March 28, 2024 under Item 7.01 (Regulation FD Disclosure) to announce that it posted an updated investor presentation to its website for use in investor and analyst meetings. The presentation is furnished as Exhibit 99.1 and is not deemed "filed" for Securities Exchange Act Section 18 purposes. The filing itself contains no new financial results, guidance, or transactions; its substance lies in the attached presentation. The presentation, based on data as of December 31, 2023, reports FY 2023 revenues of $631.6 million, net income of $405.6 million, Adjusted EBITDA of $541.4 million (an 85.7% Adjusted EBITDA margin), and free cash flow of $415.5 million. The company stated it had no debt and a cash balance of $725.2 million. It describes its business as four revenue streams: oil and gas royalties, surface leases/easements/materials (SLEM), water sales, and produced water royalties. It also cites approximately 868,000 surface acres and approximately 23,700 net royalty acres (normalized to 1/8). For investors, the presentation emphasizes capital returns through dividends and share repurchases, a capital allocation framework, and a 3-for-1 stock split effected in March 2024. It also highlights an inventory of 675 DUCs and 368 permits in the Permian Basin. The presentation is marketing-oriented and includes standard forward-looking statement and non-GAAP disclaimers.

Mar 28, 2024 8-K

Texas Pacific Land 8-K Report, Bylaw Amendment (Mar 7, 2024)

Texas Pacific Land Corporation (NYSE: TPL) filed a Current Report on Form 8-K dated March 7, 2024, reporting two corporate actions. First, under Item 5.03, the Company filed a Certificate of Amendment with the Delaware Secretary of State on March 1, 2024, increasing its total authorized capital stock to 47,536,936 shares, consisting of 1,000,000 shares of preferred stock and 46,536,936 shares of common stock, each with a par value of $0.01. Second, under Item 7.01, the Company announced a three-for-one stock split of its common stock, to be distributed as a stock dividend. Holders of record at the close of business on March 18, 2024 will receive two additional shares for each share held, with the new shares distributed on March 26, 2024. The Company expects its common stock to begin trading on a split-adjusted basis on March 27, 2024. The split announcement is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act. The press release attached as Exhibit 99.1 describes the Company as one of the largest landowners in Texas, with approximately 868,000 acres in West Texas, concentrated in the Permian Basin. It states that the Company is not an oil and gas producer but generates revenue across the oil and gas development value chain through fixed-fee land use payments, caliche sales, water sourcing and treatment, oil and gas royalty interests, saltwater disposal, and pipeline, power line, utility, commercial lease, and temporary permit revenues.

Mar 7, 2024 8-K/A

Texas Pacific Land 8-K/A Report, Shareholder Vote Results (Feb 28, 2024)

Texas Pacific Land Corporation filed this Amendment No. 1 to its May 18, 2023 Form 8-K to update the voting results for Proposal 4 at its 2022 Annual Meeting. Proposal 4 sought to amend the Certificate of Incorporation to increase authorized common stock from 7,756,156 shares to 46,536,936 shares. The Company's earlier disclosure reported the results of that vote. The filing states that on February 27, 2024, the Company disclosed that the Delaware Supreme Court affirmed the December 1, 2023 Court of Chancery ruling in the Company's favor in its litigation with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P. (the "Investor Group"). Under the June 2020 Stockholders' Agreement, the ruling holds that the Investor Group should have voted with the Board's recommendation on Proposal 4. The 1,587,902 shares then held by the Investor Group are therefore deemed voted for Proposal 4, and the Company's stockholders are deemed to have approved the proposal. The reconvened meeting was held on May 18, 2023, solely for Proposal 4. The meeting had originally been convened on November 16, 2022, and the record date was September 22, 2022, when 7,710,932 shares of common stock were outstanding. The updated tally reported in the filing is 4,106,683 votes for, 2,571,005 votes against, 34,090 abstentions and zero broker non-votes. The filing was signed on February 28, 2024 by Micheal W. Dobbs, SVP, General Counsel and Secretary.

Feb 28, 2024 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Feb 27, 2024)

Texas Pacific Land Corporation (TPL) filed an 8-K under Item 7.01 (Regulation FD Disclosure) on February 27, 2024, furnishing a press release announcing that on February 26, 2024, the Delaware Supreme Court affirmed the December 1, 2023 Delaware Court of Chancery ruling in TPL's favor in its litigation with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P. (the "Investor Group"), Horizon Kinetics, LLC, et al. v. Texas Pacific Land Corporation (C.A. No. 478, 2023). The underlying dispute concerns the June 2020 Stockholders' Agreement between the Company and the Investor Group. The Court of Chancery ruled that, at the Company's 2022 annual meeting, the Investor Group should have voted with the Board's recommendation on Proposal 4, the proposal to increase the number of authorized shares of common stock, which has been deemed approved by stockholders. The Supreme Court affirmed the Court of Chancery's post-trial decision and final judgment in TPL's favor. The filing is limited to this litigation update and a company description in the press release. It furnishes the information under Item 7.01, so it is not deemed filed for purposes of Section 18 of the Exchange Act. The filing includes no financial statements or financial results.

Feb 27, 2024 8-K

Texas Pacific Land 8-K Report, Financial Results (Feb 21, 2024)

Texas Pacific Land Corporation (NYSE: TPL) reported fourth-quarter and full-year 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the fourth quarter, net income was $113.1 million, or $14.73 per diluted share, on revenues of $166.7 million, compared with net income of $99.7 million on revenues of $152.7 million in the fourth quarter of 2022. Royalty production of 26.3 thousand Boe per day was the highest quarterly level in the company's history. For full-year 2023, net income was $405.6 million, or $52.77 per diluted share, down 9.1% from $446.4 million in 2022, and revenues were $631.6 million, compared with $667.4 million in 2022. Average realized oil and gas prices fell to $42.58 per Boe from $60.81 per Boe, and the company said growth in water and surface-related businesses helped offset lower commodity prices. The filing shows that water sales and produced water royalties rose $39.5 million for the year, and easements and other surface-related income rose $22.9 million. Full-year legal and professional fees increased to $31.5 million from $8.7 million, and total operating expenses rose $40.4 million. The company also recovered $10.1 million from an operator under an arbitration over improper post-production cost deductions. The Board declared a quarterly cash dividend of $3.50 per share, payable March 15, 2024, up from the $3.25 paid in December 2023. The Nominating and Corporate Governance Committee is evaluating parameters for a stockholder right to call a special meeting, with a final recommendation to the Board planned before the 2024 proxy materials are released.

Feb 21, 2024 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Dec 4, 2023)

Texas Pacific Land Corporation (TPL) filed a Form 8-K on December 4, 2023 under Item 7.01 (Regulation FD Disclosure) to announce a ruling from the Delaware Court of Chancery. On December 1, 2023, the Court issued its post-trial opinion in litigation between the Company and the Horizon Kinetics/SoftVest "Investor Group" (Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P.). The Court ruled that the Investor Group should have voted with the Board's recommendation on Proposal 4, the Company's proposal to increase authorized shares of common stock at the 2022 Annual Meeting, under the June 2020 Stockholders' Agreement. The Court deemed the Investor Group's shares voted in favor of the Share Authorization Proposal, which it deemed approved by stockholders. The press release (Exhibit 99.1) states that, once a final order is entered and an amended charter is filed, the Company intends to use a portion of the newly authorized shares to effect a stock split in the form of a stock dividend. The Court conditioned the Share Authorization Proposal on such a stock split. The forward-looking statements section describes this as a 3-1 stock split. The proposal also increases the number of authorized, unissued shares of common stock. The filing is a Regulation FD disclosure and does not itself quantify financial results. Sidley Austin LLP and Abrams & Bayliss LLP represented TPL in the litigation. The filing also describes TPL as owning approximately 868,000 acres of land in West Texas, concentrated in the Permian Basin, and notes that it is not an oil and gas producer.

Dec 4, 2023 8-K

Texas Pacific Land 8-K Report, Shareholder Vote Results (Nov 13, 2023)

Texas Pacific Land Corporation filed this Form 8-K to report the voting results of its 2023 annual meeting of stockholders, convened on November 10, 2023. Holders of 6,130,089 shares, or 79.85% of the voting power as of the September 14, 2023 record date, were present in person or by proxy, constituting a quorum. The filing states that each of the three board nominees (Robert Roosa, Murray Stahl and Marguerite Woung-Chapman) was up for election to serve until the 2024 annual meeting, and that the Deloitte & Touche LLP appointment for fiscal 2023 was ratified, with 5,742,191 votes for and 253,266 against. All nine proposals were voted on. Each of the six non-binding stockholder proposals was defeated, including proposals on calling special meetings, an independent Chair, stock retention until retirement, written consent, NYSE treatment of share authorization increases, and severance pay. The advisory say-on-pay vote on executive compensation also received more votes for (3,735,523) than against (841,685), though the filing lists the vote counts only. Following the meeting, the filing states that Rhys J. Best was appointed chair of the Board, effective at the conclusion of the annual meeting. Robert Roosa was appointed to the Audit and Compensation Committees, and Marguerite Woung-Chapman was appointed to the Audit and Nominating and Governance Committees.

Nov 13, 2023 8-K

Leadership ChangesExhibits & Filings

Texas Pacific Land 8-K Report, Financial Results (Nov 1, 2023)

Texas Pacific Land Corporation (NYSE: TPL) reported third quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated November 1, 2023. Net income was $105.6 million, or $13.74 per diluted share, on revenues of $158.0 million, compared with net income of $129.8 million and revenues of $191.1 million in the third quarter of 2022. Adjusted EBITDA was $141.0 million and Free Cash Flow was $106.1 million. The Company attributed the revenue decline mainly to lower average realized prices, which were $45.41 per barrel of oil equivalent versus $63.42 a year earlier, and to lower production of 21.8 thousand Boe per day versus 23.4 thousand. Partial offsets came from higher easements and other surface-related income, which rose $4.1 million, and water sales and produced water royalties, which rose a combined $3.7 million. For the nine months ended September 30, 2023, net income was $292.5 million, or $38.04 per diluted share, versus $346.6 million a year earlier, a decrease of 15.6% as stated in the release. Total revenues were $464.9 million and Free Cash Flow was $299.2 million. Oil and gas royalty revenue for the period included approximately $8.7 million tied to an ongoing arbitration with an operator over post-production cost deductions, which the filing refers to as the "$8.7 Million Stipulation." Operating expenses rose $36.1 million to $112.7 million, principally from higher legal and professional fees and water service-related expenses. Management pointed to improving oil and gas prices and a strong well inventory, and said over 50 rigs were operating on TPL royalty acreage. The Board declared a quarterly cash dividend of $3.25 per share on October 31, 2023, payable December 15, 2023 to holders of record on December 1, 2023. The company also repurchased $5.9 million of common stock in the quarter and $32.2 million year to date.

Nov 1, 2023 8-K

Texas Pacific Land 8-K Report, Executive Changes (Oct 13, 2023)

On October 13, 2023, Texas Pacific Land Corporation entered into amended and restated employment agreements with its Chief Executive Officer, Tyler Glover, its Chief Financial Officer, Chris Steddum, and its Senior Vice President, General Counsel and Secretary, Micheal W. Dobbs. The filing is disclosed under Item 5.02 (Compensatory Arrangements of Certain Officers) and covers executive compensation and governance terms rather than operating or financial results. The amendments provide enhanced severance benefits upon a termination in connection with a change in control and expand the definition of change in control. They also clarify the definitions of termination for Cause and resignation for Good Reason, add mutual nondisparagement provisions between the Company, its Board members and each executive, and require the Company to indemnify each executive for expenses incurred to enforce rights under the agreement. The term of each agreement is extended through December 31, 2026. For investors, the filing is primarily a governance update. It strengthens executive protections in a change-of-control scenario, which may be relevant to takeover considerations, and it extends the officers' employment arrangements through the end of 2026. The filing does not disclose any financial figures, and the full terms are set out in Exhibits 10.1, 10.2 and 10.3.

Oct 13, 2023 8-K

Leadership ChangesMaterial AgreementsRegulation FD+1

Texas Pacific Land 8-K Report, Financial Results (Aug 2, 2023)

Texas Pacific Land Corporation (NYSE: TPL) reported second quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K, filed August 2, 2023. For the three months ended June 30, 2023, the company reported net income of $100.4 million, or $13.06 per basic share, on total revenues of $160.6 million, compared with net income of $118.9 million and revenues of $176.3 million in the second quarter of 2022. Adjusted EBITDA was $133.6 million and free cash flow was $105.1 million. Oil and gas royalty revenue declined $38.9 million on lower average realized prices, which fell 45.9% to $38.04 per barrel of oil equivalent, while the company's share of production rose to 24.9 thousand Boe per day from 19.8 thousand. Partially offsetting the royalty decline were higher water sales and produced water royalties, which together rose $17.5 million, and a $4.7 million increase in easements and other surface-related income. For the six months ended June 30, 2023, net income was $187.0 million, a decrease of 13.8% from $216.8 million a year earlier, and total revenues were $307.0 million. Oil and gas royalty revenue for the period included approximately $8.7 million tied to an ongoing arbitration with an operator over improperly deducted post-production costs, a stipulation the filing refers to as the $8.7 Million Stipulation. Excluding that amount, oil and gas royalty revenue fell $62.6 million year over year. Operating expenses rose $34.2 million for the six months, mainly from higher legal and professional fees and water service-related expenses. The company also declared a quarterly cash dividend of $3.25 per share on August 1, 2023, payable September 15, 2023 to holders of record on September 1, 2023. During the second quarter TPL repurchased $19.5 million of common stock, and it paid $50.0 million in total cash dividends in the first half of 2023.

Aug 2, 2023 8-K

Texas Pacific Land 8-K Report, Material Agreement (Aug 1, 2023)

Texas Pacific Land Corporation (TPL) filed this Current Report on Form 8-K on August 1, 2023 to disclose a Cooperation Agreement dated July 28, 2023 with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P. (the Investor Group). Under the agreement, the company will nominate Marguerite Woung-Chapman, Murray Stahl and, subject to Nominating and Corporate Governance Committee approval, Rob Roosa for election at the 2023 annual meeting. The pre-signed resignation letters previously submitted by Murray Stahl and Eric Oliver are considered withdrawn. The Investor Group agreed to vote its shares for the 2023 nominees, against any director nominee not recommended by the Board, for the advisory say-on-pay vote, for auditor ratification, and in line with the Board's recommendation on Rule 14a-8 stockholder proposals. The agreement also terminates the June 11, 2020 Stockholders' Agreement after the 2023 Annual Meeting, and in no event later than December 31, 2023. After termination, the Investor Group will be subject to standstill and non-disparagement obligations as long as Mr. Stahl or Mr. Oliver remains on the Board. The parties agreed the agreement does not affect the pending Delaware Court of Chancery litigation, Texas Pacific Land Corp. v. Horizon Kinetics LLC. Separately, directors David E. Barry and John R. Norris III notified the Board on July 27, 2023 that they will not stand for reelection at the 2023 Annual Meeting. The filing states this is not the result of any disagreement with the company, and both will serve until their current terms expire. The company's press release describes the changes as board refreshment and says the Board intends to announce new Board leadership after the 2023 Annual Meeting.

Aug 1, 2023 8-K

Corporate ChangesExhibits & Filings

Texas Pacific Land 8-K Report, Bylaw Amendment (May 19, 2023)

Texas Pacific Land Corporation (TPL) filed this Form 8-K on May 19, 2023 to report a change to its governance structure. On November 16, 2022, stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation providing for the declassification of the board of directors (the "Declassification Amendment"). The amendment became effective upon the filing of a Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 18, 2023. The filing is administrative in nature and reports no financial results, operating metrics, or financial figures. Its substantive significance for investors is the move away from a classified board structure, under which directors serve staggered terms. The filing states that the full text of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 and incorporated by reference, and that the description in the 8-K is qualified in its entirety by that exhibit. The filing also includes an Inline XBRL cover page (Exhibit 104) and is signed by Micheal W. Dobbs, SVP, General Counsel and Secretary.

May 19, 2023 8-K

Shareholder MattersExhibits & Filings

Texas Pacific Land 8-K Report, Shareholder Vote Results (May 18, 2023)

Texas Pacific Land Corporation reconvened its 2022 annual meeting of stockholders on May 18, 2023, after it had been adjourned solely with respect to Proposal 4, a proposal to amend the Certificate of Incorporation to increase authorized common stock from 7,756,156 shares to 46,536,936 shares. The adjournment was made to give the Company time to resolve its disagreement with the Investor Group (Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors LLC, and SoftVest, L.P.) over their voting commitments under their stockholders' agreement, which is the subject of the pending Delaware Action, Texas Pacific Land Corp. v. Horizon Kinetics LLC, No. 2022-1066-JTL (Del. Ch.). Proposal 4 did not receive the votes needed for approval. The reported tally was 2,518,781 votes for, 4,158,907 against, 34,090 abstentions, and zero broker non-votes, out of 7,710,932 issued and outstanding shares as of the September 22, 2022 record date. The Company states that the Investor Group, holding 1,587,902 shares, has maintained its votes against the proposal. The Company believes those shares were required to be voted in support under the stockholders' agreement, and that had they been so voted, the proposal would have been approved. The filing notes that the outcome of the Delaware Action may change these voting results. No other matters were presented at the reconvened meeting. Exhibit 99.1 contains the daily vote tallies for Proposal 4, as provided by the Company's proxy solicitor, from the beginning of each business day after the November 16, 2022 initial adjournment through May 18, 2023.

May 18, 2023 8-K

Texas Pacific Land 8-K Report, Financial Results (May 3, 2023)

Texas Pacific Land Corporation (NYSE: TPL) reported first-quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K, filed May 3, 2023. The Company reported net income of $86.6 million, or $11.25 per basic share and $11.24 per diluted share, compared with net income of $97.9 million in the first quarter of 2022. Total revenues were $146.4 million, versus $147.3 million a year earlier, and Adjusted EBITDA was $115.9 million. Free cash flow was $88.0 million. Revenue was held roughly flat by a roughly $8.7 million amount tied to an ongoing arbitration with an operator over improper deductions of post-production costs, which the filing refers to as the "$8.7 Million Stipulation." Excluding that amount, oil and gas royalties fell $23.7 million on lower average commodity prices, and the average realized price per Boe declined 23.2% to $44.76 from $58.31. Growth in easements and other surface-related income (up $5.8 million) and in produced water royalties and water sales (combined up $8.2 million) partially offset the royalty decline. Total operating expenses rose $18.4 million to $41.4 million, principally due to higher legal and professional fees. The Board declared a quarterly cash dividend of $3.25 per share, payable June 15, 2023 to holders of record on June 8, 2023. During the quarter, the Company repurchased $6.7 million of common stock. Royalty production was 20.9 thousand Boe per day, consistent with 20.8 thousand a year earlier.

May 3, 2023 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Feb 24, 2023)

Texas Pacific Land Corporation (TPL) filed this Current Report on Form 8-K to furnish an updated investor presentation, dated February 2023, which was posted to its website on February 23, 2023 for use in meetings with investors and analysts. The filing states the presentation is furnished under Item 7.01 (Regulation FD) and is not deemed "filed" for Section 18 purposes. The 8-K itself contains no new financial results or transactions; its substance lies in the attached Exhibit 99.1. The presentation highlights 2022 performance: $592 million in Adjusted EBITDA, $452 million in Free Cash Flow, and $667 million in total revenue, with an 89% Adjusted EBITDA margin. The company reports no debt and a cash balance of $511 million as of December 31, 2022. It also states it returned over $335 million to shareholders in 2022, including a $20.00 per share special dividend paid in 2Q 2022, a most recent quarterly regular dividend of $3.25 per share, and about $88 million of share repurchases. The presentation describes TPL's position as approximately 23,700 net royalty acres on roughly 533,260 gross royalty acres in the Permian Basin, with about 874,000 surface acres. It cites an average daily royalty production of 21.3 mboe/d in 2022, about 584 DUCs and 338 permits, and roughly 14 years of inventory with breakevens under $40/bbl. Non-GAAP measures (EBITDA, Adjusted EBITDA, free cash flow) are reconciled in the appendix.

Feb 24, 2023 8-K

Leadership ChangesOther EventsExhibits & Filings

Texas Pacific Land 8-K Report, Financial Results (Feb 22, 2023)

Texas Pacific Land Corporation (NYSE: TPL) reported record full-year 2022 results in this Form 8-K, furnishing a press release (Exhibit 99.1) announcing financial results for the three months and year ended December 31, 2022. For the full year 2022, net income was $446.4 million, or $57.80 per basic share and $57.77 per diluted share, up from $270.0 million in 2021. Total revenues were $667.4 million and Adjusted EBITDA was $591.8 million. CEO Tyler Glover described the year as achieving record results across both operating segments, record consolidated adjusted EBITDA, and record earnings per share. Fourth-quarter 2022 net income was $99.7 million, or $12.95 per basic share, on revenues of $152.7 million and Adjusted EBITDA of $133.9 million. Oil and gas royalties fell to $96.7 million in the quarter from $99.6 million a year earlier, while water sales declined $3.6 million, partly offset by a $6.4 million land sale and a $4.6 million increase in produced water royalties. Full-year operating expenses rose to $105.1 million, principally due to an $8.7 million ad valorem tax expense. Average realized prices were $60.81 per Boe for 2022 versus $44.14 per Boe in 2021. Capital returns were significant: the company repurchased $87.9 million of common stock in 2022 and paid $247.3 million in total cash dividends, including a $20.00 per share special dividend. The board declared a regular quarterly dividend of $3.25 per share on February 10, 2023, and approved a $250 million stock repurchase program beginning January 1, 2023, to be executed opportunistically with cash from operations.

Feb 22, 2023 8-K

Texas Pacific Land 8-K Report, Executive Changes (Feb 13, 2023)

Texas Pacific Land Corporation (TPL) filed this Form 8-K on February 13, 2023 to report three items. First, on February 10, 2023, the Compensation Committee of the Board approved revised forms of notices for restricted stock unit awards, relative total shareholder return performance unit awards, and free cash flow per share performance unit awards under the Company's 2021 Incentive Plan, filed as Exhibits 10.1, 10.2 and 10.3. Second, on February 10, 2023, the Board declared a quarterly cash dividend of $3.25 per share, payable on March 15, 2023 to stockholders of record at the close of business on March 8, 2023. The Company issued a press release on February 13, 2023 announcing the dividend, filed as Exhibit 99.1. The press release describes TPL as one of the largest landowners in Texas, with approximately 874,000 acres in West Texas, concentrated in the Permian Basin. It states the Company is not an oil and gas producer, and that its revenue comes from surface and royalty ownership, including fixed fee payments for land use, caliche sales, sourced and treated produced water, oil and gas royalty interests, saltwater disposal, and pipeline, power line, utility easement, commercial lease and temporary permit revenues.

Feb 13, 2023 8-K

Texas Pacific Land 8-K Report, Shareholder Vote Results (Nov 18, 2022)

Texas Pacific Land Corporation filed this Form 8-K to report the voting results of its 2022 annual meeting of stockholders, convened on November 16, 2022. Holders of 6,633,537 shares, or 86.02% of the voting power as of the September 22, 2022 record date, were present in person or by proxy, constituting a quorum. Stockholders elected four Class II directors (Rhys J. Best, Donald G. Cook, Donna E. Epps and Eric L. Oliver) to serve until the 2025 annual meeting, and ratified Deloitte & Touche LLP as independent auditors for fiscal 2022 by 6,556,453 votes for against 45,321 against. The advisory say-on-pay proposal received 3,805,062 votes for, 1,519,062 against and 338,261 abstentions. The stockholder proposal regarding the right to call a special meeting, along with proposals on investment banker hiring for a potential spinoff, release of stockholders' agreement obligations, and director election policy, were each not approved in the votes reported. The annual meeting was adjourned with respect to Proposal 4, which would increase authorized common stock from 7,756,156 shares to 46,536,936 shares. The company stated the adjournment was intended to give it time to resolve a disagreement with certain stockholders over their voting commitments under their stockholders' agreement. The meeting will reconvene on February 14, 2023 at 10:30 a.m. Central time at the company's Dallas offices. Proposal 3, to declassify the board, received 5,145,043 votes for and 189,237 against, with 328,101 abstentions, and the filing does not state whether it was approved by the required vote. For investors, the key items are the unresolved authorized-share increase, which depends on the reconvened meeting, and the continued stockholder friction reflected in the non-binding proposals and the closely divided director votes.

Nov 18, 2022 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Nov 8, 2022)

Texas Pacific Land Corporation (NYSE: TPL) furnished an updated November 2022 investor presentation under Item 7.01 (Regulation FD) on November 8, 2022, posted to its website for use in investor and analyst meetings. The filing itself contains no new financial results; the substantive content is in Exhibit 99.1, the investor presentation, which is furnished rather than filed. The presentation positions the company as a Permian Basin royalty, surface and water business. It cites $388 million of 2021 Adjusted EBITDA, $278 million of 2021 free cash flow, no debt, and a cash balance of $447 million as of 9/30/22. It reports approximately 23,700 net royalty acres, approximately 880,000 surface acres, and roughly 14 years of inventory with breakevens under $40/bbl. For YTD 3Q 2022, it reports $458 million of Adjusted EBITDA, $351 million of free cash flow, $515 million of total revenue, and 21.3 mboe/d of average daily royalty production. Capital returns are highlighted: over $282 million returned to shareholders YTD 3Q 2022, including a $20.00/share special dividend in 2Q 2022, a most recently declared quarterly regular dividend of $3.00/share, and about $58 million of share repurchases. The presentation also includes non-GAAP reconciliations for EBITDA, Adjusted EBITDA and free cash flow in its appendix.

Nov 8, 2022 8-K

Texas Pacific Land 8-K Report, Financial Results (Nov 2, 2022)

Texas Pacific Land Corporation (NYSE: TPL) reported results for the three and nine months ended September 30, 2022, via a press release furnished as Exhibit 99.1 to this Form 8-K. For the third quarter, the company reported net income of $129.8 million ($16.82 per diluted share), up 54.9% from $83.8 million a year earlier, on total revenues of $191.1 million and Adjusted EBITDA of $169.8 million. Growth was driven mainly by oil and gas royalty revenue, which rose $51.2 million, and by a combined $8.9 million increase in water sales and produced water royalties. Average realized price per Boe rose to $63.42 from $46.07, and the company's share of production reached 23.4 thousand Boe per day versus 19.5 thousand a year earlier. For the nine months, net income was $346.6 million ($44.82 per diluted share), up 81.5%, on revenues of $514.7 million and Adjusted EBITDA of $457.9 million. Year-to-date shareholder returns included $58.4 million of common stock repurchases and $224.1 million of total dividends, comprising a $20.00 per share special dividend and $9.00 per share in regular dividends. Operating expenses rose to $76.6 million, partly reflecting a $6.9 million ad valorem tax accrual. Looking ahead, the board declared a quarterly cash dividend of $3.00 per share, payable December 15, 2022, and approved a stock repurchase program of up to $250 million, effective January 1, 2023, to be funded opportunistically from cash from operations. The company also signed an agreement with Samsung Solar Energy 2, LLC to evaluate siting grid-connected batteries on its surface land; the company says these studies will likely take a year or more.

Nov 2, 2022 8-K

Texas Pacific Land 8-K Report, Regulation FD Disclosure (Aug 22, 2022)

Texas Pacific Land Corporation (NYSE: TPL) filed this Form 8-K on August 22, 2022 under Item 7.01 (Regulation FD Disclosure) to announce that it posted an updated investor presentation on its website for use in meetings with investors and analysts. The presentation is furnished as Exhibit 99.1 and is not deemed "filed" for purposes of Section 18 of the Exchange Act. The filing itself contains no new financial results or guidance; its substance lies in the presentation's data. The presentation highlights the company's position as a Permian Basin royalty, water, and surface business, with approximately 23,700 net royalty acres, roughly 880,000 surface acres, and no debt. It reports 2021 Adjusted EBITDA of $388 million, 2021 free cash flow of $278 million, total 2021 revenue of $451 million, and a cash balance of $390 million as of June 30, 2022. For the six months ended June 30, 2022, it reports total revenue of $324 million, Adjusted EBITDA of $288 million, free cash flow of $217 million, and average daily royalty production of 20.3 mboe/d. The company also states it paid a $20.00 per share special dividend in 2Q 2022, declared a regular quarterly dividend of $3.00 per share, and repurchased about $25 million of common stock year to date. The presentation also describes the company's inventory: 574 DUCs and 553 permits, with roughly 15 years of inventory with breakevens under $40/bbl, and about 19,488 undeveloped locations. Investors should note that the presentation itself carries cautionary language, that forecasts depend on operator drilling plans and commodity prices, and that the non-GAAP measures (EBITDA, Adjusted EBITDA, and free cash flow) are reconciled to net income in the appendix.

Aug 22, 2022 8-K

Texas Pacific Land 8-K Report, Financial Results (Aug 3, 2022)

Texas Pacific Land Corporation (TPL) reported second-quarter 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated August 3, 2022. The Company reported net income of $118.9 million, or $15.37 per diluted share, on revenues of $176.3 million, with Adjusted EBITDA of $158.3 million. Net income rose 108.4% from $57.0 million in the second quarter of 2021, and total revenues increased $80.3 million year over year, driven mainly by a $63.1 million increase in oil and gas royalty revenue and a $13.0 million combined increase in water sales and produced water royalties. The average realized price was $70.36 per Boe, compared with $40.83 per Boe a year earlier, on production of 19.8 thousand Boe per day versus 16.4 thousand. For the six months ended June 30, 2022, net income was $216.8 million, or $28.01 per diluted share, on revenues of $323.6 million and Adjusted EBITDA of $288.1 million. Year-to-date, the Company paid $201.0 million in dividends, comprising a $20.00 per share special dividend and $6.00 per share in regular dividends. The Board also declared a quarterly cash dividend of $3.00 per share, payable September 15, 2022, and resolved to propose declassifying the Board in its 2022 proxy materials. During the quarter, TPL repurchased $25.5 million of common stock and entered agreements with Mawson Infrastructure Group Inc. and JAI Energy for bitcoin mining, and with Milestone Carbon, LLC for carbon capture and sequestration studies. The release notes that total operating expenses of $24.6 million were roughly flat year over year, with lower salaries (which in 2021 included severance costs) offset by a $2.0 million increase in ad valorem tax accruals. Management attributed revenue strength to oil and gas prices and Permian Basin activity, and described the next-generation opportunities as ongoing rather than quantified.

Aug 3, 2022 8-K

Other Events

Texas Pacific Land 8-K Report, Corporate Update (Jun 8, 2022)

Texas Pacific Land Corporation (TPL) filed this Current Report on Form 8-K dated June 8, 2022 under Item 8.01 (Other Events). The filing is procedural rather than financial: it does not report earnings, financial results, or transactions. It states that the Company expects to hold its 2022 annual meeting of stockholders on November 16, 2022. The filing sets deadlines for stockholder participation in that meeting. Stockholder proposals intended for inclusion in the proxy materials under Rule 14a-8 under the Securities Exchange Act of 1934 must be received by the Corporate Secretary at the Company's principal executive offices no later than June 18, 2022. The Company states this date is a reasonable time before it begins to print and distribute its proxy materials. Any other stockholder proposal or nomination must be received between July 19, 2022 and August 18, 2022 to be timely under the advance notice provisions of the Company's bylaws. The filing was signed by Micheal W. Dobbs, SVP and General Counsel. For investors, the main takeaway is the calendar of shareholder submission windows for the 2022 annual meeting.

Jun 8, 2022 8-K