Texas Pacific Land Corp (TPL) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Texas Pacific Land Corp surfaced in its latest filing.

• The Texas Railroad Commission recently began implementing seismic response areas limiting the permitted capacity and use of certain saltwater disposal wells for the injection of produced water.
• In January 2024, the Railroad Commission of Texas indefinitely suspended all deep oil and gas produced water injections in Culberson and Reeves counties.January 2024
• A third party has refused to fulfill obligations under existing arrangements related to the Corporate Reorganization.
• One obligor has indicated it does not intend to continue making ad valorem tax payments on historical royalty interests, and the Company has accrued and/or paid such ad valorem taxes since January 1, 2022.January 1, 2022
• No loss recovery receivable has been recorded as of December 31, 2025 for reimbursement sought from the third party who refused to fulfill obligations under the Corporate Reorganization.December 31, 2025
• Must maintain a consolidated interest coverage ratio of not less than 3.0 to 1.0 under the Credit Facility.
• Must maintain a consolidated total leverage ratio of not greater than 3.50 to 1.0 under the Credit Facility.
• Springing senior security interest over substantially all subsidiary equity securities if consolidated total leverage ratio exceeds 2.50 to 1.0 under the Credit Facility.
• In December 2025, the Company made a minority investment of $50.0 million in Bolt pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across its land.December 2025
• The Board approved a stock repurchase program on November 1, 2022, effective January 1, 2023, for up to $250.0 million; during the year ended December 31, 2025, the Company repurchased 27,000 shares for $8.4 million in aggregate.November 1, 2022
• The amended and restated certificate of incorporation authorizes the Board to issue preferred stock without stockholder approval, with rights that could dilute voting power or reduce the value of common stock.
• The Company is subject to Section 203 of the DGCL, which restricts business combinations with persons acquiring more than 15% of outstanding voting stock for three years.
• The amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware or the U.S. District Court for the Northern District of Texas as exclusive forums for certain actions, including derivative actions, breach of fiduciary duty claims, and claims under the DGCL, among others.
• Reserve estimates were prepared by Ryder Scott, an independent third-party petroleum engineering firm, based on a well-by-well review as of December 31, 2025.December 31, 2025