What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 93 added, 68 removed, 575 unchanged (22% of the section changed)

7 unchanged sentences

Based on the results of this evaluation, management has determined that the Partnership’s internal control over financial reporting was effective as of December 31, 2024.

The independent registered public accounting firm of Grant Thornton LLP (PCAOB ID Number 248), as auditors of the Partnership’s financial statements included in the Annual Report, has issued an attestation report on the Partnership’s internal control over financial reporting.

The independent registered public accounting firm of Grant Thornton LLP (PCAOB ID Number 248), as auditors of the Partnership’s consolidated financial statements included in the Annual Report, has issued an attestation report on the Partnership’s internal control over financial reporting.

Changes in Internal Controls

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to the 2023 Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days subsequent to December 31, 2023.

The information required by this item, including information about our Managers, Executive Officers and Audit Committee, is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days subsequent to December 31, 2024.

Insider Trading Arrangements and Policies

We have adopted an insider trading policy governing the purchase, sale and/or other dispositions of our securities by our Managers, the officers and employees of the Operating Partnership, or the Partnership itself that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION

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Certificate of Formation of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.7 to Dorchester Minerals’ Registration Statement on Form S-4, Registration Number 333-88282)

Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.6 to Dorchester Minerals’ Report on Form 10-K for the year ended December 31, 2002)

Second Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.1 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on October 18, 2024)

Certificate of Formation of Dorchester Minerals Operating GP LLC (incorporated by reference to Exhibit 3.10 to Dorchester Minerals’ Registration Statement on Form S-4, Registration Number 333-88282)

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1 to the Dorchester Minerals Management LP Equity Incentive Program (incorporated by reference to Exhibit 10.2 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on October 6, 2023)

Form of Common Unit Award Agreement

Form of Notional Unit Award Agreement

Form of Common Unit Award Agreement (incorporated by reference to Exhibit 10.9 to Dorchester Minerals ’ Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Notional Unit Award Agreement (incorporated by reference to Exhibit 10.10 to Dorchester Minerals ’ Annual Report on Form 10-K for the year ended December 31, 2023)

Contribution and Exchange Agreement dated September 12, 2024, by and among Dorchester Minerals, L.P., West Texas Minerals LLC, Carrollton Mineral Partners, LP, Carrollton Mineral Partners Fund II, LP, Carrollton Mineral Partners III, LP, Carrollton Mineral Partners III-B, LP, Carrollton Mineral Partners IV, LP, CMP Permian, LP, CMP Glasscock, LP, and Carrollton Royalty, LP.

(incorporated by reference to Exhibit 2.1 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on September 16, 2024)

Letter Agreement dated September 30, 2024 by and among Carrollton Mineral Partners, LP and the members of Dorchester Minerals Management GP, LLC (incorporated by reference to Exhibit 10.1 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on October 18, 2024)

Insider Trading Policy

Subsidiaries of the Registrant

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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Dorchester Minerals, L.P.

Clawback Policy

Report of LaRoche Petroleum Consultants, Ltd.

10 unchanged sentences

Management contract or compensatory plan or arrangement

Certain schedules and/or appendices have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or appendix will be furnished to the Securities and Exchange Commission upon request.

FORM 10-K SUMMARY

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Examples of enhanced recovery include water flooding and carbon dioxide (CO2) injection.

"Estimated future net revenues" (also referred to as "estimated future net cash flow") means the result of applying current prices of oil and natural gas to estimated future production from oil and natural gas proved reserves, reduced by estimated future expenditures, based on current costs to be incurred in developing and producing the proved reserves, excluding overhead.

"Formation" means a distinct geologic interval, sometimes referred to as the strata, which has characteristics (such as permeability, porosity and hydrocarbon saturations) that distinguish it from surrounding intervals.

"Future estimated net revenues" (also referred to as "future estimated net cash flow") means the result of applying current prices of oil and natural gas to estimated future production from oil and natural gas proved reserves, reduced by estimated future expenditures, based on current costs to be incurred in developing and producing the proved reserves, excluding overhead.

"Gross acre" means the number of surface acres in which a working interest is owned.

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and (4) the right to retain lease benefits, including bonuses and delay rentals.

"mcf ” means one thousand cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

"mcf ” means one thousand cubic feet of natural gas under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

“mcfe ” means one thousand cubic feet of natural gas equivalent, converting oil or condensate to natural gas at the ratio of 1 Bbl of oil or condensate to 6 Mcf of natural gas.

3 unchanged sentences

gallons and represents the basic unit for measuring the production of crude oil, natural gas liquids and condensate.

"mmcf ” means one million cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

"mmcf ” means one million cubic feet of natural gas under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

"Net acre" means the product determined by multiplying gross acres by the interest in such acres.

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The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

“Reservoir ” A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

“Reserves ” Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.

In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

"Royalty" means an interest in an oil and natural gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof) but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage.

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February 20, 2025

DORCHESTER MINERALS, L.P.

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We have audited the accompanying consolidated balance sheets of Dorchester Minerals, L.P.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, the related consolidated statements of income, changes in partnership capital, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, the related consolidated statements of income, changes in partnership capital, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated February 20, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

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Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

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General Partner

( 1,997 ) 113

Unitholders ( 47,340 and 39,583 common units issued and outstanding as of December 31, 2024 and 2023, respectively)

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4,486 126,121 130,607 -

Acquisition of assets for units

Acquisitions of oil and natural gas properties for common units

- 35,194 35,194 1,387

Distributions ($ 1.533837 per Unit)

Distributions ($ 3.497244 per common unit)

( 4,792 ) ( 131,901 ) ( 136,693 ) -

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$ 3,728 $ 110,389 $ 114,117 -

Acquisition of assets for units

Acquisitions of oil and natural gas properties for common units

- 35,777 35,777 1,211

Distributions ($ 3.497244 per Unit)

Distributions ($ 3.395933 per common unit)

( 4,291 ) ( 131,564 ) ( 135,855 ) -

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$ 3,249 $ 89,200 $ 92,449 -

Acquisition of assets for units

Acquisitions of oil and natural gas properties for common units

- 235,663 235,663 7,757

Distributions ($ 3.395933 per Unit)

Distributions ($ 3.487554 per common unit)

( 5,359 ) ( 146,522 ) ( 151,881 ) -

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Cash flows provided by investing activities:

Net cash contributed in acquisitions

2,284 2,089 2,319

Proceeds from the sale of oil and natural gas properties

Total cash flows provided by investing activities

Net cash contributed in acquisitions of oil and natural gas properties

14,725 2,284 2,089

2 unchanged sentences

( 151,881 ) ( 135,855 ) ( 136,693 )

Increase in cash and cash equivalents

(Decrease) Increase in cash and cash equivalents

( 4,517 ) 6,271 12,448

4 unchanged sentences

Non-cash investing and financing activities:

Fair value of common units issued for acquisitions

Fair value of common units issued for acquisitions of oil and natural gas properties

$ 235,663 $ 35,777 $ 35,194

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The consolidated financial statements herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

The consolidated financial statements include the accounts of Dorchester Minerals, L.P., Dorchester Minerals Oklahoma, LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, Dorchester-Maecenas GP LLC, The Buffalo Co., A Limited Partnership, and DMLPTBC GP LLC.

All intercompany balances and transactions have been eliminated in consolidation.

Segment Reporting

The Partnership operates in a single operating and reportable segment.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance.

The Partnership’s Chief Executive Officer (“CEO”) has been determined to be the chief operating decision maker and allocates resources and assesses performance based upon financial information at the consolidated level.

Recent Events

Recent Events – In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID- 19” ) and the significant risks to the international community and economies as the virus spread globally beyond its point of origin.

In March 2020, the WHO classified COVID- 19 as a pandemic, based on the rapid increase in exposure globally, and thereafter, COVID- 19 continued to spread throughout the U.S.

and worldwide.

Multiple variants emerged in 2021 and became highly transmissible, which contributed to pricing volatility during 2021 to date.

While in May 2023, the WHO determined that COVID- 19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern, the financial results of companies in the oil and natural gas industry have been impacted materially as a result of changing market conditions.

Such circumstances generally increase uncertainty in the Partnership’s accounting estimates.

We are continuing to closely monitor the overall impact and the evolution of the COVID- 19 pandemic, including the ongoing spread of any variants, along with future OPEC actions and the ongoing global military conflict which arose during 2022 and 2023, on all aspects of our business, including how these events may impact our future operations, financial results, liquidity, employees, and operators.

While conditions have significantly improved with the increase in domestic vaccination programs, the reduction in global constraints and the reduced spread of COVID- 19 overall, the long-term impact of COVID- 19 remains uncertain as responses to COVID- 19 and newly emerging variants continue to evolve.

Although the WHO in May 2023 determined that COVID- 19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern, additional actions may be required in response to the COVID- 19 pandemic on a national, state, and local level by governmental authorities, and such actions may further adversely affect general and local economic conditions if there is a resurgence in the spread of COVID- 19.

Furthermore, the ongoing global military conflicts could continue into 2024 and could lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.

We cannot predict the long-term impact of these events on our liquidity, financial position, results of operations or cash flows due to uncertainties including the severity of COVID- 19 or any of the ongoing variants, and the duration and international impact of the ongoing global military conflicts.

Recent Events – We are continuing to closely monitor future OPEC actions and the ongoing global military conflicts which arose from 2022 through 2024, on all aspects of our business, including how these events may impact our future operations, financial results, liquidity, the employees of Dorchester Minerals Operating LP, and operators.

The ongoing global military conflicts could continue into 2025 and could lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.

We cannot predict the long-term impact of these events on our liquidity, financial position, results of operations or cash flows due to uncertainties including the duration and international impact of the ongoing global military conflicts.

These situations remain fluid and unpredictable, and we are actively managing our response.

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The General Partner is allocated 4 % and 1 % of our Royalty Properties’ net revenues and Net Profits Interest ("NPI") proceeds received by the Operating Partnership, respectively.

The Royalty Properties consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 593 counties and parishes in 28 states (“Royalty Properties”).

Cash and Cash Equivalents — Our principal banking relationships are with major financial institutions.

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Short term investments with an original maturity of three months or less are considered to be cash equivalents and are carried at cost, which approximates fair value.

Concentration of Credit Risks and Significant Customers — Our Partnership, as a royalty and NPI owner, has no control over the volumes or method of sale of oil and natural gas produced and sold from the Royalty Properties and NPI.

Royalty revenues from properties operated by Pioneer Natural Resources Company represented approximately 11 %, 12 %, and 13 % of total operating revenues for the years ended December 31, 2023, 2022 and 2021 , respectively.

Concentration of Credit Risks and Significant Customers — Our Partnership, as a royalty owner, has no control over the volumes or method of sale of oil and natural gas produced and sold from the Royalty Properties and NPI.

Royalties operating revenues from properties operated by Exxon Mobil Corporation and Diamondback Energy, Inc.

represented approximately 16 % and 15 % of total operating revenues for the year ended December 31, 2024, respectively.

Royalties operating revenues from properties operated by Pioneer Natural Resources Company represented approximately 11 %, and 12 % of total operating revenues for the years ended December 31, 2023 and 2022, respectively.

If we were to lose a significant customer, such loss could impact revenue.

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Recently Adopted Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 - 13, “Financial Instruments - Credit Losses (Topic 326 )” (“ASU 2016 - 13” ), which changed how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The standard replaced the incurred loss approach with an expected loss model for instruments measured at amortized cost.

As provided by ASU 2019 - 10, Financial Instruments - Credit Losses (Topic 326 ), ASU 2016 - 13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022.

The Partnership adopted ASU 2016 - 13 using the modified retrospective approach, effective January 1, 2023.

The adoption of this update did not have a material impact on the Partnership’s financial position, results of operations, cash flows or disclosures.

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07, “Segment Reporting (Topic 280 ):

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Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023 - 07, as well as all existing segment disclosures in ASC 280 on an interim and annual basis.

ASU 2023 - 07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted.

We do not anticipate this update to have a material impact on the Partnership’s financial position, results of operations, or cash flows.

We are currently evaluating the potential impact the adoption of ASU 2023 - 07 will have on the Partnership's financial statement disclosures.

ASU 2023 - 07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

We have adopted this standard for our fiscal year 2024 annual consolidated financial statements and interim condensed consolidated financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the consolidated financial statements.

See Note 8 — Segment Reporting for further information.

Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024 - 03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses” (“ASU 2024 - 03” ), which requires public entities to disclosure additional information about certain costs and expenses included in relevant expense captions presented on the income statement.

ASU 2024 - 03 is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

Management is currently evaluating ASU 2024 - 03 to determine its impact on the Partnership’s disclosures.

The Partnership considers the applicability and impact of all ASUs.

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Acquisitions for Units

On September 29, 2023, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired mineral and royalty interests totaling approximately 716 net royalty acres located in three counties in Texas in exchange for 494,000 common units representing limited partnership interests in the Partnership valued at $ 14.4 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership, the Partnership acquired mineral, royalty, and overriding royalty interests in producing and non-producing oil and natural gas properties representing approximately 14,225 net mineral acres located in 14 counties across New Mexico and Texas in exchange for 6,721,144 common units representing limited partnership interests in the Partnership valued at $ 202.6 million and issued pursuant to the Partnership’s registration statements on Form S- 4.

We believe that the acquisition is considered complementary to our business.

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The consolidated balance sheet as of December 31, 2024 includes $ 193.7 million of net proved oil and natural gas properties acquired in the transaction.

On August 31, 2023, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests totaling approximately 568 net royalty acres located in three counties in Texas in exchange for 374,000 common units representing limited partnership interests in the Partnership valued at $ 10.4 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired overriding royalty interests totaling approximately 1,204 net royalty acres located in Weld County, Colorado in exchange for 530,000 common units representing limited partnership interests in the Partnership valued at $ 16.0 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

We believe that the acquisition is considered complementary to our business.

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The consolidated balance sheet as of December 31, 2024 includes $ 14.6 million of net proved oil and natural gas properties acquired in the transaction.

On July 12, 2023, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests totaling approximately 900 net royalty acres located in 13 counties and parishes across Louisiana, New Mexico, and Texas in exchange for 343,750 common units representing limited partnership interests in the Partnership valued at $ 11.0 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

On March 28, 2024, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 1,485 net royalty acres located in two counties in Colorado in exchange for 505,369 common units representing limited partnership interests in the Partnership valued at $ 17.0 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

We believe that the acquisition is considered complementary to our business.

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The consolidated balance sheet as of December 31, 2024 includes $ 12.3 million of net proved oil and natural gas properties acquired in the transaction.

On September 30, 2022, pursuant to a non-taxable contribution and exchange agreement with Excess Energy, LLC, a Texas limited liability company (“Excess”), the Partnership acquired mineral, royalty and overriding royalty interests totaling approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico in exchange for 816,719 common units representing limited partnership interests in the Partnership valued at $ 20.4 million and issued pursuant to the Partnership's registration statement on Form S- 4.

We believe that the acquisition is considered complementary to our business.

1 unchanged sentence

Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired.

Contributed cash delivered at closing, net of capitalized transaction costs paid, of $ 0.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

The consolidated balance sheet as of December 31, 2022 includes $ 19.0 million of net oil and natural gas properties acquired in the transaction.

Net property additions for the year ended December 31, 2022 includes $ 1.8 million of unproved properties acquired that were recorded to the oil and natural gas properties full cost pool, thereby accelerating the costs subject to depletion.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

The consolidated balance sheet as of December 31, 2023 includes $ 13.4 million of net proved oil and natural gas properties acquired in the transaction.

We believe that the acquisition is considered complementary to our business.

The transaction was accounted for as an acquisition of assets under U.S.

Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.3 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

The consolidated balance sheet as of December 31, 2023 includes $ 10.1 million of net proved oil and natural gas properties acquired in the transaction.

Final settlement net cash received, net of capitalized transaction costs paid, of $ 0.2 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

On March 31, 2022, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests representing approximately 3,600 net royalty acres located in 13 counties across Colorado, Louisiana, Ohio, Oklahoma, Pennsylvania, West Virginia and Wyoming in exchange for 570,000 common units representing limited partnership interests in the Partnership valued at $ 14.8 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

We believe that the acquisition is considered complementary to our business.

1 unchanged sentence

Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.8 million are included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.5 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

The consolidated balance sheet as of December 31, 2023 includes $ 10.4 million of net proved oil and natural gas properties acquired in the transaction.

We believe that the acquisition is considered complementary to our business.

The transaction was accounted for as an acquisition of assets under U.S.

Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired.

Final settlement net cash received, net of capitalized transaction costs paid, of $ 0.5 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

DORCHESTER MINERALS, L.P.

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Additionally, certain reimbursable direct expenses such as professional and regulatory fees, as well as certain general and administrative costs that are related to regulatory matters, are not limited.

Significant activity between the Partnership and the Operating Partnership consists of the following:

Significant related party activity between the Partnership and the Operating Partnership that is included in the Partnership’s consolidated balance sheet and consolidated income statement as of and for the years ended December 31, 2024, 2023 and 2022 consists of the following:

From/To Operating Partnership

3 unchanged sentences

$ 21,856 $ 34,338 $ 28,207

General & administrative expenses payable/(receivable)

General & administrative expenses (receivable)/ payable

$ ( 199 ) $ 162 $ 68

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Distribution To Holders of Common Units

On January 18, 2024, the Partnership announced its cash distribution for the fourth quarter of 2023 of $ 1.007874 per common unit, representing activity for the three -month period ended December 31, 2023, payable to common unitholders on record as of January 29, 2024.

On January 23, 2025, the Partnership announced its cash distribution for the fourth quarter of 2024 of $ 0.739412 per common unit, representing activity for the three -month period ended December 31, 2024, payable to common unitholders on record as of February 3, 2025.

This distribution was paid on February 13, 2025.

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$ 356 $ 350 $ 344

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Supplemental balance sheet information related to leases was as follows:

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Total lease obligation

Segment Reporting

The Partnership manages its business activities on a consolidated basis and operates in a single operating and reportable segment.

Operating segments are defined as components of a public entity that engages in business activities and for which discrete financial information and operating results are available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance.

As disclosed in Note 1 – Business and Basis of Presentation, our business may be described as the acquisition, ownership and administration of Royalty Properties and the NPI.

See Note 2 – Summary of Significant Accounting Policies for a summarization of the Partnerships revenue recognition policy.

The Partnership’s Chief Executive Officer (“CEO”) has been determined to be the chief operating decision maker of the Partnership.

The CEO uses Net income, as reported on our Consolidated Income Statements, to assess financial performance and allocate resources on a consolidated basis.

The CEO manages and evaluates the results of the Partnership on a consolidated basis, and Net income is used to evaluate key operating decisions, such as making strategic acquisitions, determining transaction structures to capitalize on the development of the properties underlying our mineral interests, and allocating resources for general and administrative expenditures.

The CEO does not review consolidated balance sheet assets when assessing segment performance and deciding how to allocate resources.

Disaggregated operating revenues of the Partnership’s single segment and all significant segment expenses are presented separately on the Partnership’s Consolidated Income Statements.

There are no other significant segment expenses or other segment items that would require disclosure.

DORCHESTER MINERALS, L.P.

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Oil and Natural Gas Reserve and Standardized Measure

The NPI represents a net profit overriding royalty interest in various properties owned by the Operating Partnership.

The NPI represents a net profits overriding royalty interest burdening various properties owned by the Operating Partnership.

The Royalty Properties consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 594 counties and parishes in 28 states.

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Estimated quantity, end of year

(1) During 2024, the Partnership acquired mineral, royalty, and overriding royalty interests representing approximately 16,914 net royalty acres in 16 counties across three states.

The acquisitions represented 2,429 mbbls and 5,296 mmcf of 2024 purchases of minerals in place.

During 2023, the Partnership acquired mineral and royalty interests representing approximately 2,184 net royalty acres in 16 counties and parishes across three states.

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The acquisitions represented 457 mbbls and 3,615 mmcf of 2022 purchases of minerals in place.

During 2021, the Partnership acquired mineral, royalty, and overriding royalty interests representing approximately 11,000 net royalty acres in 31 counties across five states.

The acquisitions represented 630 mbbls and 1,093 mmcf of 2021 purchases of minerals in place.

DORCHESTER MINERALS, L.P.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures