TPL · Texas Pacific Land
95 filings
TPL SEC Filings
Texas Pacific Land - 95 total filings
TPL filed 6 annual reports (10-K), 17 quarterly reports (10-Q) and 72 current reports (8-K) between 2020 and 2026.
- 8-K · Dec 31, 2020
- 8-K · Jan 11, 2021
- 8-K · Feb 25, 2021
- 10-K · Feb 25, 2021
- 8-K · Mar 2, 2021
- 8-K · Apr 7, 2021
- 8-K · May 6, 2021
- 10-Q · May 6, 2021
- 8-K · Jun 3, 2021
- 8-K · Jun 8, 2021
- 8-K · Aug 5, 2021
- 10-Q · Aug 5, 2021
- 8-K · Aug 26, 2021
- 8-K · Oct 29, 2021
- 10-Q · Nov 4, 2021
- 8-K · Nov 4, 2021
- 8-K · Dec 7, 2021
- 8-K · Dec 23, 2021
- 8-K · Jan 5, 2022
- 8-K · Feb 14, 2022
- 8-K/A · Feb 18, 2022
- 8-K · Feb 23, 2022
- 10-K · Feb 23, 2022
- 8-K · Feb 28, 2022
- 8-K · Mar 14, 2022
- 8-K · Mar 28, 2022
- 8-K · Apr 19, 2022
- 10-Q · May 4, 2022
- 8-K · May 4, 2022
- 8-K · Jun 8, 2022
- 8-K · Aug 3, 2022
- 10-Q · Aug 3, 2022
- 8-K · Aug 22, 2022
- 10-Q · Nov 2, 2022
- 8-K · Nov 2, 2022
- 8-K · Nov 8, 2022
- 8-K · Nov 18, 2022
- 8-K · Feb 13, 2023
- 10-K · Feb 22, 2023
- 8-K · Feb 22, 2023
- 8-K · Feb 24, 2023
- 10-Q · May 3, 2023
- 8-K · May 3, 2023
- 8-K · May 18, 2023
- 8-K · May 19, 2023
- 8-K · Aug 1, 2023
- 8-K · Aug 2, 2023
- 10-Q · Aug 2, 2023
- 8-K · Oct 13, 2023
- 8-K · Nov 1, 2023
- 10-Q · Nov 1, 2023
- 8-K · Nov 13, 2023
- 8-K · Dec 4, 2023
- 10-K · Feb 21, 2024
- 8-K · Feb 21, 2024
- 8-K · Feb 27, 2024
- 8-K/A · Feb 28, 2024
- 8-K · Mar 7, 2024
- 8-K · Mar 28, 2024
- 10-Q · May 8, 2024
- 8-K · May 8, 2024
- 8-K · May 24, 2024
- 8-K · Jun 13, 2024
- 10-Q · Aug 7, 2024
- 8-K · Aug 7, 2024
- 8-K · Aug 27, 2024
- 8-K · Oct 2, 2024
- 8-K · Nov 6, 2024
- 10-Q · Nov 6, 2024
- 8-K · Nov 12, 2024
- 10-K · Feb 19, 2025
- 8-K · Feb 19, 2025
- 8-K · May 7, 2025
- 10-Q · May 7, 2025
- 10-Q · Aug 6, 2025
- 8-K · Aug 6, 2025
- 8-K · Aug 8, 2025
- 8-K · Aug 14, 2025
- 8-K · Aug 27, 2025
- 8-K · Oct 27, 2025
- 8-K · Nov 5, 2025
- 10-Q · Nov 5, 2025
- 8-K · Nov 12, 2025
- 8-K · Dec 2, 2025
- 8-K · Dec 17, 2025
- 8-K · Feb 18, 2026
- 10-K · Feb 18, 2026
- 8-K · Apr 9, 2026
- 10-Q · May 6, 2026
- 8-K · May 6, 2026
- 8-K · May 18, 2026
- 8-K · Jun 23, 2026
- 10-Q · Aug 5, 2026
- 8-K · Aug 5, 2026
- 8-K · Sep 25, 2026
Texas Pacific Land 8-K Report, Executive Changes (Sep 25, 2026)
Texas Pacific Land Corporation (TPL) filed this Current Report on Form 8-K dated September 25, 2026, reporting two items: an executive employment agreement amendment and shareholder director nomination deadlines for its 2027 annual meeting. Under Item 5.02, the Company amended the amended and restated employment agreements, each dated October 13, 2023, with Tyler Glover (President and Chief Executive Officer), Chris Steddum (Chief Financial Officer), and Micheal W. Dobbs (Senior Vice President, Secretary and General Counsel). The amendments extend the expiration date of the agreements from December 31, 2026 to December 31, 2029, with automatic one-year renewals unless either party gives notice of non-renewal at least 120 days before the end of the then-current term. All other terms remain in effect. Under Item 5.08, the Company states that, as disclosed in its definitive proxy statement filed the same day, it intends to hold its 2027 annual meeting on May 6, 2027. That date is more than 30 calendar days from the anniversary of its 2026 annual meeting, which is scheduled for November 5, 2026. For stockholder proposals to be considered for inclusion in the 2027 proxy materials under Rule 14a-8, the Company must receive notice at its principal executive offices by the close of business on November 27, 2026. Director nominations or proposals submitted outside Rule 14a-8 will be considered untimely unless received between January 6, 2027 and February 5, 2027, per the bylaws. For investors, the filing is primarily governance-related: it secures continuity in the senior executive team through 2029 and sets out shareholder engagement deadlines for the 2027 annual meeting. The filing does not disclose financial results or compensation figures.
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.
Texas Pacific Land Quarterly Report for Q2 Ended Jun 30, 2026
Texas Pacific Land Corporation (TPL) reported net income of $153.9 million for the three months ended June 30, 2026, up from $116.1 million a year earlier, and $296.8 million for the six months, versus $236.8 million. Total revenues were $246.1 million for the quarter, compared with $187.5 million, and $482.9 million for the six months, compared with $383.5 million. Oil and gas royalties were the largest driver, rising to $145.6 million from $95.0 million, with average realized pricing of $42.17 per Boe and production of 39.7 thousand Boe per day. Water sales of $39.7 million and produced water royalties of $37.1 million also grew, while easements and other surface-related income declined to $23.7 million from $36.2 million, mainly due to lower pipeline easement income. The balance sheet strengthened, with cash and cash equivalents of $248.6 million at June 30, 2026, up from $144.8 million at December 31, 2025, and total assets of $1.86 billion. The Company's $500 million Credit Facility remained undrawn. During the first half of 2026, TPL acquired land for $110.2 million, including land tied to data center and power generation initiatives, and entered into a land sale with Chevron U.S.A. Inc. for Project Kilby, recognizing $20.9 million of land sales revenue and a financing receivable. Operating cash flow was $334.9 million for the six months, and free cash flow, as defined by the Company, was $291.9 million. The Board declared a quarterly dividend of $0.60 per share on August 4, 2026, payable September 15, 2026. No shares were repurchased in the quarter, with $170.2 million remaining under the repurchase authorization. Management notes that oil prices rose substantially in 2026 amid Middle East conflict and Strait of Hormuz disruptions, and that the duration and impact of this conflict on future prices remain uncertain. Management also highlighted the company's desalination facility, which has commenced commissioning, with an initial capacity of 10,000 barrels of water per day.
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.
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.
Texas Pacific Land Quarterly Report for Q1 Ended Mar 31, 2026
Texas Pacific Land Corporation reported net income of $142.9 million for the three months ended March 31, 2026, up from $120.7 million a year earlier, and diluted earnings per share of $2.07 compared with $1.75. Total revenues rose to $236.8 million from $196.0 million. Oil and gas royalty revenue increased 6.2% to $118.2 million on higher production of 37.1 thousand Boe per day, although the average realized price fell 10.9% to $37.06 per Boe. Water sales increased to $46.9 million, with pricing up 16.7% and volumes up 3.5%, and produced water royalties rose to $33.5 million on a 23.5% increase in volumes. The quarter included a $20.9 million land sale recognized at closing in connection with an arrangement with a developer of a power generation plant supporting data center operations. The sale carries aggregate consideration of $42.5 million, paid mostly through annual payments through 2046, and is recorded as a financing receivable. Cash and cash equivalents were $247.6 million at quarter-end, up from $144.8 million at December 31, 2025, and the $500 million Credit Facility remained undrawn. Free cash flow, as defined by the company, was $136.4 million compared with $126.6 million in the prior-year quarter. The Board declared a quarterly cash dividend of $0.60 per share on May 5, 2026, payable June 15, 2026. No shares were repurchased in the quarter, with $170.2 million remaining under the stock repurchase authorization. The company stated that its target cash balance is approximately $700 million and that it would return excess free cash flow to stockholders through special dividends and/or share repurchases. The Permian desalination facility, with an initial capacity of 10,000 barrels of water per day, was under construction with an estimated service date in the second quarter of 2026.
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.
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.
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.
Texas Pacific Land Annual Report, Year Ended Dec 31, 2025
Texas Pacific Land Corporation reported record 2025 results. Revenues were $798.2 million, up from $705.8 million in 2024, and net income was $481.4 million, or $6.97 per diluted share, compared with $454.0 million in 2024. Oil and gas royalty revenue rose to $411.7 million from $373.3 million on higher production of 34.6 thousand Boe per day, offset by lower realized prices of $34.18 per Boe versus $39.87. The Water Services and Operations segment generated $307.5 million of revenue, including $169.7 million of water sales and $124.2 million of produced water royalties, and segment net income of $159.0 million. Adjusted EBITDA was $687.4 million and free cash flow was $498.3 million. The company expanded its asset base through about $536 million of acquisitions, including 17,306 NRA in the Midland Basin for $450.7 million, and made a $50.0 million minority investment in Bolt Data & Energy, Inc. tied to data center development on its land. It also entered a $500.0 million revolving Credit Facility dated October 23, 2025, which was undrawn as of the filing date, and effected a three-for-one stock split on December 22, 2025. Cash and cash equivalents were $144.8 million at year end, versus $369.8 million in 2024, and the company paid $2.13 per share in regular dividends for 2025, with a $0.60 quarterly dividend declared on February 10, 2026. The filing notes several risks, including commodity price exposure, reliance on operators' drilling decisions, a Texas Railroad Commission seismic response area program that could limit produced water disposal, and an ad valorem tax reimbursement dispute with a third party for which no receivable has been recorded. Deloitte & Touche LLP issued an unqualified opinion on both the financial statements and internal control over financial reporting, and the filing reports no material pending legal proceedings.
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.
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.
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.
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.
Texas Pacific Land Quarterly Report for Q3 Ended Sep 30, 2025
Texas Pacific Land Corporation's Form 10-Q for the quarter ended September 30, 2025 reports third-quarter revenue of $203.1 million (up from $173.6 million) and net income of $121.2 million (up from $106.6 million), with diluted EPS of $5.27 versus $4.63. For the nine months, total revenues were $586.6 million and net income was $358.0 million, compared with $520.0 million and $335.6 million a year earlier. Oil and gas royalty revenue rose to $108.7 million for the quarter, driven by production growth to 36.3 thousand Boe per day, even though the average realized price fell 10.4% to $34.10 per Boe. Water Services and Operations revenue also grew, with water sales up $8.4 million and produced water royalties up to $32.3 million. The company ended the quarter with $531.8 million in cash and no debt. Operating cash flow for the nine months was $432.2 million, and free cash flow was $379.5 million, compared with $337.3 million a year earlier. Cash dividends were $111.0 million for the nine months, and the company repurchased $8.4 million of stock. Subsequent events include a $500.0 million revolving credit facility entered into October 23, 2025 (undrawn as of November 5, 2025), the acquisition on November 3, 2025 of approximately 17,306 NRA for $474.1 million in cash, a quarterly dividend of $1.60 per share, and a board-approved three-for-one stock split expected in December 2025. The filing reports no material pending legal proceedings and no material changes to risk factors. Management concluded that disclosure controls were effective as of September 30, 2025.
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.
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.
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.
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.
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.
Texas Pacific Land Quarterly Report for Q2 Ended Jun 30, 2025
Texas Pacific Land Corporation (TPL) reported net income of $116.1 million for the three months ended June 30, 2025, compared to $114.6 million for the same period of 2024, on total revenues of $187.5 million versus $172.3 million. For the six months ended June 30, 2025, net income was $236.8 million on revenues of $383.5 million, compared to $229.0 million and $346.5 million a year earlier. Oil and gas royalty revenue rose to $206.3 million for the six months, driven by higher production (32.2 thousand Boe per day versus 24.9 thousand), even though the average realized price per Boe fell 11.8% to $37.10. Easements and other surface-related income grew to $54.4 million for the six months, principally from pipeline easements. The balance sheet strengthened, with cash and cash equivalents of $543.9 million at June 30, 2025, up from $369.8 million at December 31, 2024, and total assets of $1.40 billion. The company reported no debt, credit facilities or off-balance sheet arrangements. Management set a target cash balance of approximately $700 million and stated that above this level it will seek to deploy most free cash flow toward special dividends and share repurchases. During the six months, the company paid $74.2 million in dividends and made no share repurchases, with $178.5 million remaining under its repurchase authorization. The Board declared a quarterly dividend of $1.60 per share on August 5, 2025. Water Services and Operations results were mixed: water sales fell to $64.4 million for the six months, down 14.9% in volume, while produced water royalties rose to $58.4 million. Management also noted that the company is developing a produced water desalination and treatment process, with an initial capacity of 10,000 barrels of water per day and construction expected to be completed later in 2025.
Texas Pacific Land Quarterly Report for Q1 Ended Mar 31, 2025
Texas Pacific Land Corporation reported net income of $120.7 million for the three months ended March 31, 2025, compared to $114.4 million for the same period of 2024. Total revenues rose $21.8 million to $196.0 million, led by oil and gas royalties of $111.2 million (up from $92.1 million), while water sales were $38.8 million, produced water royalties $27.7 million, and easements and other surface-related income $18.2 million. Diluted earnings per share were $5.24 versus $4.97 a year earlier. Operating income reached $150.1 million, and net cash provided by operating activities was $156.7 million. The company ended the quarter with cash and cash equivalents of $460.4 million and no debt, credit facilities or off-balance sheet arrangements. Management has set a target to maintain a cash balance of approximately $700 million, with amounts above that target to be deployed mainly toward special dividends and share repurchases. During the quarter, TPL paid $37.4 million in dividends, made no share repurchases, and had $178.5 million remaining under its repurchase program. A quarterly cash dividend of $1.60 per share was declared on May 6, 2025, payable June 16, 2025. The filing also highlights the Water Services and Operations segment, where capital expenditures were $9.9 million and a new produced water desalination and treatment facility with an initial capacity of 10,000 barrels of water per day is under construction, with completion expected later in 2025. Average Henry Hub natural gas prices rose while average WTI oil prices fell in the period, and management stated that no material legal proceedings are pending.
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.
Texas Pacific Land Annual Report, Year Ended Dec 31, 2024
Texas Pacific Land Corporation (TPL) reported record 2024 results, led by its Water Services and Operations segment. Total revenues were $705.8 million, up from $631.6 million in 2023, and net income was $454.0 million, or $19.75 per basic share, compared with $405.6 million in 2023. Water Services and Operations revenue rose to $265.0 million from $199.5 million, with water sales of $150.7 million and produced water royalties of $104.1 million. Land and Resource Management revenue was $440.8 million, driven by oil and gas royalties of $373.3 million, which were supported by a 26.8 thousand Boe per day share of production even though the average realized price fell to $39.87 per Boe from $42.58. TPL spent $471.7 million in investing activities in 2024, mainly on acquisitions of royalty interests totaling $395.6 million and a $45.0 million business combination in Martin County, Texas. Operating cash flow was $490.7 million, and free cash flow was $461.1 million. The company ended the year with no debt and $369.8 million in cash and cash equivalents. It paid $347.3 million in dividends, including a $10.00 special dividend, and repurchased $29.2 million of stock. The filing identifies concentration and commodity exposure as key risks. Three customers accounted for 40.9% of 2024 total revenues. Royalty revenue depends on oil and gas prices and on operator decisions, and the company disclosed that one obligor has indicated it will stop paying ad valorem taxes on certain historical royalty interests, which TPL has been paying itself since January 1, 2022 while pursuing reimbursement. The filing reports no material pending legal proceedings.
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.
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.
Texas Pacific Land Quarterly Report for Q3 Ended Sep 30, 2024
Texas Pacific Land Corporation's Form 10-Q for the quarter ended September 30, 2024 reports total revenues of $173.6 million for the three months ended September 30, 2024, up from $158.0 million a year earlier, and net income of $106.6 million versus $105.6 million. For the nine months, total revenues were $520.0 million (versus $464.9 million) and net income was $335.6 million (versus $292.5 million). Basic EPS for the nine months was $14.60. Water sales and produced water royalties drove much of the growth, while easements and other surface-related income and land sales declined. Cash and cash equivalents were $533.9 million at quarter-end, with no debt or credit facilities outstanding. Capital allocation was active during the period. The company paid $310.6 million in dividends in the nine months, including special cash dividends of $10.00 per share and regular quarterly dividends of $1.17 per share, and repurchased $22.7 million of common stock. The company acquired a 4,120-acre surface asset package in Martin County for $45.0 million and oil and gas royalty interests in Culberson County for $120.3 million. A further royalty acquisition of approximately 7,490 NRA for $276.4 million closed on October 2, 2024, with $43.0 million held in escrow at quarter-end. The Board declared a quarterly dividend of $1.60 per share on November 4, 2024. Management states that the company targets cash and cash equivalents of approximately $700 million and will deploy free cash flow above that level toward dividends and share repurchases. Free Cash Flow, a non-GAAP measure, was $337.3 million for the nine months ended September 30, 2024, compared with $299.2 million a year earlier. The filing notes that revenue remains sensitive to oil and gas prices and to development decisions by Permian Basin operators.
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.
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.
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.
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.
Texas Pacific Land Quarterly Report for Q2 Ended Jun 30, 2024
Texas Pacific Land Corporation (TPL) reported total revenues of $172.3 million for the three months ended June 30, 2024, up from $160.6 million in the prior-year period, and net income of $114.6 million versus $100.4 million. For the six months ended June 30, 2024, total revenues were $346.5 million and net income was $229.0 million, compared with $307.0 million and $187.0 million in 2023. Growth was driven mainly by higher oil and gas royalty revenue, water sales, and produced water royalties, while legal and professional fees fell sharply from the prior year's stockholder-related matters. Other income, net rose to $23.2 million for the six months, largely from interest earned on higher cash balances. The balance sheet shows cash and cash equivalents of $894.7 million as of June 30, 2024, and the company reports no debt or credit facilities. Management states a target cash balance of approximately $700 million, with cash above that level to be deployed mainly toward share repurchases and dividends. During the six months, TPL paid $53.8 million in dividends and repurchased $16.6 million of common stock. The Board declared a $10.00 per share special cash dividend in June 2024, paid July 15, 2024, and declared a quarterly dividend of $1.17 per share on August 6, 2024. The filing also notes a three-for-one stock split effected March 26, 2024, and an increase in authorized common shares to 46,536,936. The company is developing an energy-efficient produced water desalination and treatment process, with cumulative spending of $7.1 million through June 30, 2024, and is pursuing a facility with an initial capacity of 10,000 barrels of water per day. Management reports that disclosure controls were effective as of June 30, 2024.
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.
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.
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.
Texas Pacific Land Quarterly Report for Q1 Ended Mar 31, 2024
Texas Pacific Land Corporation reported first-quarter 2024 total revenues of $174.1 million, up 19.0% from $146.4 million in the prior-year quarter, and net income of $114.4 million, up 32.2% from $86.6 million. Growth came mainly from water sales, which rose 70.9% to $37.1 million on a 51.3% increase in volumes, and from easements and other surface-related income, which rose $5.7 million. Oil and gas royalties increased 3.4% to $92.1 million, supported by higher production of 24.8 thousand Boe per day versus 20.9 thousand a year earlier, though the average realized price fell 4.6%. Prior-year legal and professional fees of $16.6 million dropped to $4.1 million, which also lifted profitability. Operating cash flow was $147.2 million, and cash and cash equivalents were $837.1 million at March 31, 2024. The company reported no debt or credit facilities. During the quarter, the company effected a three-for-one stock split on March 26, 2024, and increased its authorized common stock to 46,536,936 shares. The Board declared a quarterly cash dividend of $1.17 per share on May 6, 2024, payable June 17, 2024. Share repurchases totaled $10.3 million in the quarter. The Delaware Supreme Court affirmed, on February 27, 2024, a December 2023 ruling in the company's favor in its litigation against Horizon Kinetics and SoftVest entities over stockholder voting commitments. The filing states that management is unable to estimate the amount or likelihood of reimbursement from a third party for ad valorem taxes the company has accrued or paid on historical royalty interests, and no receivable has been recorded.
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.
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.
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.
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.
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.
Texas Pacific Land Annual Report, Year Ended Dec 31, 2023
Texas Pacific Land Corporation (TPL) reported 2023 total revenues of $631.6 million and net income of $405.6 million, or $52.77 per diluted share, compared with $667.4 million and $446.4 million in 2022. The decline was principally driven by a $95.0 million decrease in oil and gas royalty revenue, which fell to $357.4 million as the average realized price declined 30.0% to $42.58 per Boe. Partial offsets came from the Water Services and Operations segment, whose revenues rose to $199.5 million, and from easements and other surface-related income, which increased to $70.9 million. Operating expenses rose to $145.5 million, principally due to legal and professional fees of $31.5 million tied to stockholder matters, while other income, net increased to $31.5 million on higher interest income. The company ended 2023 with cash and cash equivalents of $725.2 million, no debt or credit facilities, and total equity of $1.04 billion. Cash provided by operating activities was $418.3 million, and free cash flow was $415.5 million. During 2023, TPL paid $100.0 million in dividends ($13.00 per share) and repurchased $42.4 million of common stock. On February 13, 2024, the board declared a quarterly dividend of $3.50 per share. The company owns approximately 868,000 surface acres in West Texas and about 195,000 net royalty acres, and it states that it is not an oil and gas producer, so its royalty revenue depends on operator decisions. The filing also flags several risks: an unresolved dispute over stockholder voting that is on appeal, an obligor that has indicated it will stop paying ad valorem taxes on certain royalty interests (which TPL has been paying and intends to seek reimbursement for, with no receivable recorded), and the potential effect of Seismic Response Areas on produced water royalties. The Permian Basin concentration means results are subject to substantial quarter-to-quarter and year-to-year fluctuations.
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.
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.
Texas Pacific Land Quarterly Report for Q3 Ended Sep 30, 2023
Texas Pacific Land Corporation reported lower revenue and net income for the three and nine months ended September 30, 2023. Total revenues were $158.0 million for the third quarter, down 17.3% from $191.1 million, and net income was $105.6 million, down 18.7%. The decline was principally driven by oil and gas royalty revenue, which fell to $87.1 million from $130.3 million, a decrease of 33.2%. The company attributed the drop to lower average commodity prices and lower production volumes. For the nine months, total revenues were $464.9 million, down 9.7%, and net income was $292.5 million, down 15.6%. Legal and professional fees rose to $28.5 million from $5.0 million, principally due to legal expenses associated with stockholder matters. Offsetting the royalty decline, revenue from Water Services and Operations rose 9.4% to $48.0 million in the third quarter, led by water sales of $26.4 million and produced water royalties of $20.8 million. Easements and other surface-related income also increased, to $17.4 million in the quarter from $13.8 million. Other income, net rose to $8.0 million from $1.9 million, reflecting higher interest income on cash balances. Results for the nine months include an $8.7 million recovery from an arbitration with an operator over improperly deducted post-production costs. The balance sheet remained strong, with cash and cash equivalents of $654.2 million and no debt or credit facilities as of September 30, 2023. During the nine months, the company paid $75.0 million in dividends and repurchased $32.2 million of common stock, and it acquired $21.4 million of intangible assets. The board declared a quarterly dividend of $3.25 per share on October 31, 2023, payable December 15, 2023. The company also disclosed a pending Delaware Chancery Court action against entities affiliated with two board members, with no ruling issued as of the filing date.
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.
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.
Texas Pacific Land Quarterly Report for Q2 Ended Jun 30, 2023
Texas Pacific Land Corporation's Form 10-Q for the quarter ended June 30, 2023 shows net income of $100.4 million for the three months ended June 30, 2023, compared with $118.9 million in the prior-year quarter, and $187.0 million for the six months ended June 30, 2023 versus $216.8 million a year earlier. Total revenues were $160.6 million for the quarter, down from $176.3 million, as oil and gas royalty revenue fell to $82.4 million from $121.3 million on lower average realized prices. Growth came from water sales ($37.6 million vs. $22.3 million), produced water royalties ($20.8 million vs. $18.7 million), and easements and other surface-related income ($18.7 million vs. $14.0 million). Legal and professional fees rose to $10.2 million for the quarter from $1.2 million, principally tied to stockholder matters, and other income, net increased to $6.9 million on higher interest income. The balance sheet at June 30, 2023 showed cash and cash equivalents of $609.3 million, total assets of $1.00 billion, and no debt or credit facilities. Operating cash flow for the six months was $199.3 million, and the company repurchased $26.2 million of common stock and paid $50.0 million in dividends during the period. The board declared a quarterly dividend of $3.25 per share on August 1, 2023, payable September 15, 2023. The company also reported an $8.7 million recovery from an operator arbitration over post-production cost deductions, recorded in oil and gas royalty revenue for the six months. The filing states that a trial in the Delaware Chancery Court action against entities affiliated with two board members was held on April 17, 2023, with post-trial oral arguments on June 30, 2023, and that no ruling had been issued as of the filing date. Management reported that disclosure controls were effective as of June 30, 2023.
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.
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.