What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-24 compared with 2025-02-20 · 77 added, 75 removed, 460 unchanged (25% of the section changed)

17 unchanged sentences

The volatility of oil and natural gas prices reduces the accuracy of estimates of future cash distributions to unitholders.

We do not control operations and development of the Royalty Properties or the properties underlying the NPIs that the Operating Partnership does not operate, which could impact the amount of our cash distributions.

We do not control operations and development of the Royalty Properties or the properties underlying the NPI, which could impact the amount of our cash distributions.

As the owner of a fractional undivided mineral or royalty interest, we do not control the development of the Royalty or NPI properties or the volumes of oil and natural gas produced from them, and our ability to influence development of nonproducing properties is severely limited.

1 unchanged sentence

The decision to explore or develop these properties, including infill drilling, exploration of horizons deeper or shallower than the currently producing intervals, and application of enhanced recovery techniques will be made by the operator and other working interest owners of each property (including our lessees) and may be influenced by factors beyond our control, including but not limited to oil and natural gas prices, interest rates, budgetary considerations and general industry and economic conditions.

Our unitholders are not able to influence or control the operation or future development of the properties underlying the NPIs.

Our unitholders are not able to influence or control the operation or future development of the properties underlying the NPI.

The Operating Partnership is unable to influence the operations or future development of properties that it does not operate.

The current operators of the properties underlying the NPIs are under no obligation to continue operating the underlying properties.

The current operators of the properties underlying the NPI are under no obligation to continue operating the underlying properties.

Our unitholders do not have the right to replace an operator.

Our lease bonus revenue depends in significant part on the actions of third parties, which are outside of our control.

Significant portions of the Royalty Properties are unleased mineral interests.

Portions of the Royalty Properties are unleased mineral interests.

With limited exceptions, we have the right to grant leases of these interests to third parties.

1 unchanged sentence

Our ability to influence third parties' decisions to become our lessees with respect to these nonproducing properties is severely limited, and those decisions may be influenced by factors beyond our control, including but not limited to oil and natural gas prices, interest rates, budgetary considerations, and general industry and economic conditions.

The Operating Partnership may transfer or abandon properties that are subject to the NPIs.

Our General Partner, through the Operating Partnership, may at any time transfer all or part of the properties underlying the NPIs.

The Operating Partnership may transfer or abandon properties that are subject to the NPI.

Our General Partner, through the Operating Partnership, may at any time transfer all or part of the properties underlying the NPI.

Our unitholders are not entitled to vote on any transfer;

however, any such transfer must also simultaneously include the NPIs at a corresponding price.

however, any such transfer must also simultaneously include the NPI at a corresponding price.

The Operating Partnership or any transferee may abandon any well or property if it reasonably believes that the well or property can no longer produce in commercially economic quantities.

This could result in termination of the NPIs relating to the abandoned well or property.

This could result in termination of the NPI relating to the abandoned well or property.

Cash distributions are affected by production and other costs, most of which are outside of our control.

The cash available for distribution that comes from our royalty and mineral interests, including the NPIs, is directly affected by increases in production costs and other costs.

The cash available for distribution that comes from our royalty and mineral interests, including the NPI, is directly affected by increases in production costs and other costs.

Most of these costs are outside of our control, including costs of regulatory compliance and severance and other similar taxes.

30 unchanged sentences

The existence of a material title deficiency can have a significant adverse effect on the value of an interest and can further materially adversely affect our results of operations, financial condition and cash flows.

We may experience delays in received royalty payments and be unable to replace operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of the operators on those leases declare bankruptcy.

We may experience delays in receiving royalty payments and be unable to replace operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of the operators on those leases declare bankruptcy.

We may experience delays in receiving royalty payments from our operators, including as a result of delayed division orders received by our operators.

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Our operators may have access to fewer financial and human resources than many companies in our operators’ industry and may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties.

Furthermore, the oil and natural gas industry has experienced recent consolidation amongst some operators, which has resulted in certain instances of combined companies with larger resources.

Furthermore, the oil and natural gas industry has and continues to experience consolidation amongst some operators, which has resulted in certain instances of combined companies with larger resources.

Such combined companies may compete against our operators or, in the case of consolidation amongst our operators, may choose to focus their operations on areas outside of our properties.

1 unchanged sentence

Drilling activities on our properties may not be productive, which could have an adverse effect on future results of operations and financial condition.

The Operating Partnership may participate in drilling activities in limited circumstances on the properties underlying the NPIs, and third parties may undertake drilling activities on our properties.

The Operating Partnership may participate in drilling activities in limited circumstances on the properties underlying the NPI, and third parties may undertake drilling activities on our properties.

Any increases in our reserves will come from such drilling activities or from acquisitions.

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If these activities are unsuccessful, this failure could have an adverse effect on our future results of operations and financial condition.

In addition, under the terms of the NPIs, the costs of unsuccessful future drilling on the working interest properties that are subject to the NPIs will reduce amounts payable to us under the NPIs by 96.97% of these costs.

In addition, under the terms of the NPI, the costs of unsuccessful future drilling on the working interest properties that are subject to the NPI will reduce amounts payable to us under the NPI by 96.97% of these costs.

Our ability to identify and capitalize on acquisitions is limited by contractual provisions and substantial competition.

9 unchanged sentences

We compete with other companies and producers for acquisitions of oil and natural gas interests.

Many of these competitors have substantially greater financial and other resources than we do.

Many of these competitors have substantially greater financial flexibility and other resources than we do.

Any future acquisitions will involve risks that could adversely affect our business, which our unitholders generally will not have the opportunity to evaluate.

11 unchanged sentences

We do not carry business interruption insurance.

A significant portion of the properties subject to the NPIs are geographically concentrated, which could cause net proceeds payable under the NPIs to be impacted by regional events.

A significant portion of the properties subject to the NPIs are properties located in the Bakken region and Permian Basin.

Because of this geographic concentration, any regional events, including natural disasters that increase costs, reduce availability of equipment, services, or supplies, reduce demand or limit production may impact the net proceeds payable under the NPIs more than if the properties were more geographically diversified.

Under the terms of the NPIs, much of the economic risk of the underlying properties is passed along to us.

Under the terms of the NPIs, virtually all costs that may be incurred in connection with the properties, including overhead costs that are not subject to an annual reimbursement limit, are deducted as production costs or excess production costs in determining amounts payable to us.

A significant portion of the properties subject to the NPI are geographically concentrated, which could cause net proceeds payable under the NPI to be impacted by regional events.

A significant portion of the properties subject to the NPI are properties located in the Bakken region and Permian Basin.

Because of this geographic concentration, any regional events, including natural disasters that increase costs, reduce availability of equipment, services, or supplies, reduce demand or limit production may impact the net proceeds payable under the NPI more than if the properties were more geographically diversified.

Under the terms of the NPI, much of the economic risk of the underlying properties is passed along to us.

Under the terms of the NPI, virtually all costs that may be incurred in connection with the properties, including overhead costs that are not subject to an annual reimbursement limit, are deducted as production costs or excess production costs in determining amounts payable to us.

Therefore, to the extent of the revenues from the burdened properties, we bear 96.97% of the costs of the working interest properties.

If costs exceed revenues, we do not receive any payments under the NPIs.

If costs exceed revenues, we do not receive any payments under the NPI.

However, except as described below, we are not required to pay any excess costs.

The terms of the NPIs provide for excess costs that cannot be charged currently because they exceed current revenues to be accumulated and charged in future periods, which could result in us not receiving any payments under the NPIs until all prior uncharged costs have been recovered by the Operating Partnership.

The terms of the NPI provide for excess costs that cannot be charged currently because they exceed current revenues to be accumulated and charged in future periods, which could result in us not receiving any payments under the NPI until all prior uncharged costs have been recovered by the Operating Partnership.

Our cash flow is subject to operating hazards and unforeseen interruptions for which we may not be fully insured.

1 unchanged sentence

Operations that affect the properties are subject to all of the risks normally incident to the oil and natural gas business, including blowouts, cratering, explosions, and pollution and other environmental damage, any of which could result in substantial decreases in the cash flow from our royalty interests and other interests due to injury or loss of life, damage to or destruction of wells, production facilities or other property, clean-up responsibilities, regulatory investigations and penalties and suspension of operations.

Any uninsured costs relating to the properties underlying the NPIs will be deducted as a production cost in calculating the net proceeds payable to us.

Any uninsured costs relating to the properties underlying the NPI will be deducted as a production cost in calculating the net proceeds payable to us.

Governmental policies, laws and regulations could have an adverse impact on our business and cash distributions.

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Regulators have the ability, directly or indirectly, to limit production from our properties, and such limitations or changes in those limitations could negatively impact us in the future.

Cyber incidents or attacks targeting our systems and infrastructure used by the oil and natural gas industry may adversely impact our operations, and if we are unable to obtain and maintain adequate protection of our data, our business may be adversely impacted.

Cyber incidents or attacks targeting our systems and infrastructure used by the oil and natural gas industry and the use of artificial intelligence tools by us, the operators of our properties, vendors, suppliers, and other business partners may adversely impact our operations, and if we are unable to obtain and maintain adequate protection of our data, our business may be adversely impacted.

We and our operators increasingly rely on information technology systems to operate our respective businesses, and the oil and natural gas industry depends on digital technologies in exploration, development, production, and processing activities.

3 unchanged sentences

While we utilize various procedures and controls to mitigate exposure to such risk, cyber incidents and attacks are evolving and unpredictable.

Security vulnerabilities may be introduced from the use of artificial intelligence by us, the operators of our properties, vendors, suppliers, and other business partners.

Our information technology systems and any insurance coverage for protecting against cybersecurity risks may not be sufficient.

As cyber security threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.

It is possible that our business, finances, systems and assets could be compromised in a cyber attack.

As cyber security threats continue to evolve, including those leveraging the increasing availability and sophistication of artificial intelligence tools, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents.

We may not have sufficient resources available to do so on a timely basis.

It is not possible to predict all of the risks related to the use of artificial intelligence.

It is possible that our business, finances, systems and assets could be compromised in a cyber attack or from the unintended consequences of the use of artificial intelligence tools by us, the operators of our properties, vendors, suppliers, and other business partners.

In addition, new laws and regulations regarding cybersecurity and artificial intelligence may pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability.

The Partnership may be adversely affected by price volatility in the oil and natural gas markets.

Historically, there has been price volatility in the oil and natural gas markets, which have been impacted by a number of factors, including actions by oil producing nations.

For example, after OPEC and a group of oil producing nations led by Russia failed in March 2020 to agree on oil production cuts, Saudi Arabia announced that it would cut oil prices and increase production, leading to a sharp decline in oil and natural gas prices.

While OPEC, Russia and other oil producing countries reached an agreement in April 2020 to reduce production levels, and U.S.

production declined, oil prices remained lower than in previous years on account of an oversupply of oil and natural gas, with a simultaneous decrease in demand as a result of the impact of COVID-19 on the global economy.

Thereafter, in 2021, oil and natural gas prices significantly rebounded.

However, global military conflicts, fluctuating interest rates, changes in tariff rates, global supply chain disruptions, concerns about a potential economic downturn or recession, recent measures to combat persistent inflation, and actions taken by OPEC and its non-OPEC allies, collectively OPEC+, continued to contribute to economic and pricing volatility during 2024.

Global military conflicts and political uncertainty, fluctuating interest rates, changes in tariff rates, global supply chain disruptions, concerns about a potential economic downturn or recession, recent measures to combat persistent inflation, and actions taken by OPEC and its non-OPEC allies, collectively OPEC+, continued to contribute to economic and pricing volatility during 2025.

Oil and natural gas markets remain subject to price volatility, which may have a material adverse effect on our cash distributions in periods of lower prices.

During periods of substantial declines in prices, such as in 2020, oil and natural gas operators on our properties may suspend drilling programs, which would impact our revenues and operating income.

During periods of substantial declines in prices, oil and natural gas operators on our properties may suspend drilling programs, which would impact our revenues and operating income.

In the event that any wells on our properties are shut-in, restarting wells may require significant costs from our operators, and we cannot guarantee that they would be able to restart at the same level.

Moreover, due to the extremely volatile market conditions, we are unable to predict the degree or duration of any adverse impact on our operations and financial condition and other risks in our industry may be enhanced by such conditions.

Continuing or worsening inflationary issues and associated changes in federal monetary policy may result in increases to the costs of the goods, services and labor used by our operators, which could cause their capital expenditures and operating costs to rise and may delay or restrict their exploration and development activities.

Continuing or worsening domestic inflationary issues and associated changes in federal monetary policy and increased tariffs by the United States on foreign jurisdictions may result in increases to the costs of the goods, services and labor used by our operators, which could cause their capital expenditures and operating costs to rise and may delay or restrict their exploration and development activities and in turn our business.

Recently, the U.S.

has had periods of high inflation.

These inflationary pressures may result in increases to the costs of the goods, services and labor used by our operators, which could cause their capital expenditures and operating costs to rise.

has had periods of high inflation and increased tariffs on foreign jurisdictions.

These inflationary and tariff pressures have resulted, and may continue to result, in increases to the costs of the goods, services and labor used by our operators, which has and may continue to cause their capital expenditures and operating costs to rise.

Sustained levels of high inflation have likewise caused the U.S.

Federal Reserve and other central banks to increase interest rates, which could have the effects of raising the cost of capital and depressing economic growth, either of which, or the combination thereof, could hurt the financial and operating results of our operators’ businesses.

Federal Reserve and other central banks to increase interest rates through 2025, with only slight moderation later in the year.

Sustained levels of high interest rates, combined with expectations of no further rate cuts and potential future rate increases, as well as potential volatility in monetary policy resulting from new leadership at the federal reserve, could raise the cost of capital and depress economic growth, either of which, or the combination thereof, could hurt the financial and operating results of our operators’ businesses.

If our operators are unable to secure the goods, services and labor necessary for their operations at reasonable costs, their exploration and development activities could be delayed or restricted, which in turn could have a material adverse effect on our financial condition, results of operations and free cash flow.

33 unchanged sentences

Additionally, on March 8, 2024, the EPA published a final rule that would expand and strengthen emission reduction requirements for both new and existing sources in the oil and natural gas industry by requiring increased monitoring of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries, and prohibiting venting of natural gas in certain situations.

Federal changes will affect state air permitting programs in states that administer the federal CAA under a delegation of authority, including states in which we have operations.

These new standards, to the extent implemented, as well as any future laws and their implementing regulations, may require our operators to obtain pre-approval for the expansion or modification of existing facilities or the construction of new facilities expected to produce air emissions, impose stringent air permit requirements, or mandate the use of specific equipment or technologies to control emissions.

Federal changes will affect state air permitting programs in states that administer the federal CAA under a delegation of authority, including states in which we have operations, and states will be required to adopt implementing plans for existing sources consistent with EPA’s emissions guidelines.

Separately, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which amended CAA section 136(g) to delay the collection of data regarding the annual GHG emissions for oil and natural gas systems to 2034 and for each year thereafter, which may affect overall compliance timeframe.

We cannot predict the final regulatory requirements or the cost to our operators to comply with such requirements with any certainty.

On February 12, 2026, EPA announced a final rule rescinding its 2009 GHG Endangerment Finding (a regulatory determination that GHGs, specifically carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons, and sulfur hexafluoride, threaten public health and welfare), and repealing all GHG emission standards and associated compliance, testing, reporting, averaging, banking and trading provisions for light-, medium-, and heavy-duty motor vehicles and engines under section 202(a) of the CAA.

Although EPA deferred action on regulatory rollbacks of other GHG standards and reporting requirements under the CAA, revocation of the 2009 GHG Endangerment Finding marks a major shift in federal regulation and could potentially impact obligations regarding other GHG emissions, including those from the oil and gas industry.

It is also possible that rescission of the 2009 GHG Endangerment Finding will give rise to greater and fragmented regulation at the state level, litigation from interested stakeholders challenging the repeal, and actions against GHG emitters under common law theories.

Although we cannot predict whether and how federal and state regulators will proceed in the future, changes stemming from repeal of the EPA 2009 GHG Endangerment Finding could impact our operations and compliance costs.

The Federal Water Pollution Control Act (the “Clean Water Act” or “CWA”) and analogous state laws impose restrictions and strict controls on the discharge of pollutants and fill material, including spills and leaks of oil and other substances into regulated waters, including wetlands.

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Such federal legislation or regulation could lead to operational delays or increased operating costs and could result in additional regulatory burdens that could make it more difficult to perform hydraulic fracturing.

In addition, on March 26, 2015, the Bureau of Land Management (“BLM”) published a final rule governing hydraulic fracturing on federal and Indian lands.

The rule requires public disclosure of chemicals used in hydraulic fracturing, implementation of a casing and cementing program, management of recovered fluids, and submission to the BLM of detailed information about the proposed operation, including wellbore geology, the location of faults and fractures, and the depths of all usable water.

Also, on November 18, 2016, the BLM finalized a rule to reduce the flaring, venting and leaking of methane from oil and natural gas operations on federal and Indian lands.

On March 28, 2017, President Trump signed an executive order directing the BLM to review the above rules and, if appropriate, to initiate a rulemaking to rescind or revise them.

Accordingly, on December 29, 2017, the BLM published a final rule to rescind the 2015 hydraulic fracturing rule.

A coalition of environmentalists, tribal advocates and the State of California filed lawsuits challenging the rule rescission.

Also, on September 28, 2018, the BLM published a final rule to revise the 2016 methane rule;

however, a federal court struck down the scaled-back rule on July 15, 2020, and shortly thereafter, on October 8, 2020, another federal court struck down the 2016 methane rule.

On April 10, 2024, the BLM published a final replacement rule to reduce the waste of natural gas from venting, flaring and leaks during oil and natural gas production activities on federal and Indian lands, which would require the use of upgraded equipment in some cases and would place time and volume limits on royalty-free flaring.

The Bureau of Land Management (“BLM”) is responsible for protecting the resources and managing the uses of America’s public lands.

In addition, the BLM, together with the Bureau of Indian Affairs (“BIA”), provides permitting and oversight of land held in trust by the Federal government on behalf of tribes and individual Indian owners.

As oil and natural gas production has increased in recent years, so have the number of wells on BLM-managed public lands and on Indian lands that are stimulated by hydraulic fracturing techniques, prompting the BLM to regulate such activities in a manner that seeks to balance responsible development with protection of the environment and public safety.

Notably, on April 10, 2024, the BLM published a final replacement rule to reduce the waste of natural gas from venting, flaring and leaks during oil and natural gas production activities on federal and Indian lands, which would require the use of upgraded equipment in some cases and would place time and volume limits on royalty-free flaring.

On April 24, 2024, several states challenged the 2024 waste prevention rule in federal court, which has resulted in a preliminary injunction against the BLM enforcing the rule in North Dakota, Texas, Montana, Wyoming, and Utah.

9 unchanged sentences

Some states have become concerned about the connection between hydraulic fracturing-related activities, particularly the injection or disposal of produced water, and the increased occurrence of seismic activity, and they have adopted or are considering additional regulations regarding such activities.

Changes in regulations or the inability to obtain permits for new disposal wells in the future may affect the ability of the operators of the Royalty Properties and the operators of the working interests and other properties underlying our NPIs to dispose of produced water and ultimately increase the cost of operation of the Royalty Properties and the working interests and other properties underlying our NPIs or delay production schedules.

Changes in regulations or the inability to obtain permits for new disposal wells in the future may affect the ability of the operators of the Royalty Properties and the operators of the working interests and other properties underlying our NPI to dispose of produced water and ultimately increase the cost of operation of the Royalty Properties and the working interests and other properties underlying our NPI or delay production schedules.

Certain state agencies, including those in Texas and Oklahoma, have implemented regulations authorizing the imposition of certain limitations on existing wells if seismic activity increases in the area of an injection well, including a temporary injection ban.

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Specifically, the IRA amends the Clean Air Act to impose a fee on the emission of methane that exceeds an applicable waste emissions threshold from sources required to report their GHG emissions to the EPA, including sources in the offshore and onshore petroleum and natural gas production and gathering and boosting source categories.

In implemented, methane emissions charge could increase our operators’ costs, which could adversely impact our business, financial condition and cash flows.

If implemented, methane emissions charge could increase our operators’ costs, which could adversely impact our business, financial condition and cash flows.

However, on January 20, 2025, President Trump signed multiple executive orders seeking to reverse these climate incentives, including pausing the disbursement of funds under the IRA.

1 unchanged sentence

Such actions have the potential to impact prior efforts to transition the economy away from the use of fossil fuels and towards lower or zero-carbon emissions alternatives.

Further, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which amended CAA section 136(g) to delay the collection of data regarding the annual GHG emissions for oil and natural gas systems to 2034 and for each year thereafter.

The EPA has also finalized a series of GHG monitoring, reporting and emission control rules for the oil and natural gas industry, and almost half of the states have taken measures to reduce GHG emissions primarily through the development of GHG emission inventories and/or regional GHG cap and trade programs.

3 unchanged sentences

In addition, states have imposed increasingly stringent requirements related to the venting or flaring of natural gas during oil and natural gas operations.

At the international level, the United States has been involved in negotiations regarding GHG reductions under the United Nations Framework Convention on Climate Change (“UNFCCC”).

was among approximately 195 nations that signed an international accord in December 2015, the so called Paris Agreement, which became effective on November 4, 2016, with the objective of limiting GHG emissions.

On April 21, 2021, the United States announced that it was setting an economy-wide target of reducing its GHG emissions by 50-52 percent below 2005 levels by 2030.

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Many state and local leaders have stated their intent to intensify efforts to support the international climate commitments.

Though President Trump issued an executive order on January 20, 2025, directing the United States Ambassador to the United Nations to immediately withdraw from the Paris Agreement, it is possible that the Paris Agreement and other domestic and international regulatory requirements will have an adverse effect on the demand for oil and natural gas products.

On January 7, 2026, President Trump issued a memorandum directing withdrawal of the United States from specified international organizations and treaties, including the UN Framework Convention on Climate Change and the Intergovernmental Panel on Climate Change, with implementation guidance to be issued by the Secretary of State.

It is possible that the withdrawals will impact the demand for oil and natural gas products.

Although it is not possible at this time to predict whether or when Congress may adopt additional climate change legislation, or whether EPA may promulgate additional regulation of GHGs from the oil and natural gas industry, any laws or regulations that may be adopted to restrict or reduce emissions of GHGs could require oil and natural gas operators that develop our properties to incur increased operating costs and could have an adverse effect on demand for the oil and natural gas produced from our properties.

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In April 2024, the SEC agreed to pause the rules to facilitate an orderly judicial resolution.

On March 27, 2025, the SEC voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions.

Following the vote, the SEC staff sent a letter to the court stating that the Commission withdraws its defense of the rules and that Commission counsel are no longer authorized to advance the arguments in the brief the Commission had filed.

To the extent the rules are implemented, the Partnership, our operators and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information.

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District Court for the District of Columbia, alleging that the USACOE is allowing the pipeline to operate without the necessary easement and without an appropriate environmental impact statement.

The USACOE and Dakota Access Pipeline filed motions to dismiss the case on January 17, 2025, though the matter remains pending.

The USACOE and Dakota Access Pipeline filed motions to dismiss the case on January 17, 2025 The case was dismissed on March 28, 2025.

The Standing Rock Sioux appealed that dismissal on May 29, 2025 and litigation is ongoing.

The USACOE completed the final environmental impact study on December 19, 2025.

Accordingly, the continued operation of Dakota Access Pipeline in the future is uncertain.

While this litigation does not directly impact our operations, we derive a significant amount of revenue from the Royalty Properties and NPIs we hold in the Bakken region, the region for which the Dakota Access Pipeline is intended to be a key pipeline.

While this litigation does not directly impact our operations, we derive a significant amount of revenue from the Royalty Properties and NPI we hold in the Bakken region, the region for which the Dakota Access Pipeline is considered to be a key pipeline.

The outcome of this litigation may have a material adverse effect on our Royalty and NPI revenues derived from the Bakken region based on the timing of future development of wells on, or production of oil and natural gas from, or the method and cost of transportation related to the production on the properties.

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These unitholders, acting together, would be able to influence all matters requiring unitholder approval and have the right to appoint a Manager to our Board of Managers, for so long as they collectively hold an aggregate of at least 1,000,000 Units.

For example, these unitholders would be able to influence amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction.

For example, these unitholders would be able to influence amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transactions.

Our General Partner and its affiliates have conflicts of interests, which may permit our General Partner and its affiliates to favor their own interests to the detriment of unitholders.

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In fact, our General Partner has a duty to manage our Partnership in the best interests of our unitholders, but it also has a duty to operate its business for the benefit of its partners.

Some of our officers are also involved in management and ownership roles in other oil and natural gas enterprises and have similar duties to them and devote time to their businesses.

Because these shared officers function as both our representatives and those of our General Partner and its affiliates and of third parties, conflicts of interest could arise between our General Partner and its affiliates, on the one hand, and us or our unitholders, on the other, or between us or our unitholders on the one hand and the third parties for which our officers also serve management functions.

Because these shared officers function as both our representatives and those of our General Partner and its affiliates, conflicts of interest could arise between our General Partner and its affiliates, on the one hand, and us or our unitholders, on the other.

As a result of these conflicts, our General Partner and its affiliates may favor their own interests over the interests of unitholders.

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This could cause the market price of the common units to fall and reduce the per unit cash distributions paid to our unitholders.

In addition, if we issued limited partnership units with voting rights superior to the common units, it could adversely affect our unitholders' voting power.

In addition, if we issue limited partnership units with voting rights superior to the common units, it could adversely affect our unitholders' voting power.

Our unitholders may not have limited liability in the circumstances described below and may be liable for the return of certain distributions.

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We are dependent upon key personnel, and the loss of services of any of our key personnel could adversely affect our operations.

Our continued success depends to a considerable extent upon the abilities and efforts of the senior management of our General Partner, particularly William Casey McManemin, its Chief Executive Officer, and our Chief Executive Officer, Bradley J.

Our continued success depends to a considerable extent upon the abilities and efforts of the senior management of our General Partner, our Chief Executive Officer, Bradley J.

Ehrman, and Chief Financial Officer, Leslie A.

The loss of the services of any of these key personnel could have a material adverse effect on the results of our operations.

We have not obtained insurance or entered into employment agreements with any of these key personnel.

The loss of the services of either of these key personnel could have a material adverse effect on the results of our operations.

We have not obtained insurance or entered into employment agreements with either of these key personnel.

We are dependent on service providers who assist us with providing Schedule K-1 tax statements to our unitholders.

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Our unitholders and General Partner will bear, directly or indirectly, the costs of any contest with the IRS or other taxing authority.

In 2020, we obtained a ruling from the IRS permitting us to aggregate the Minerals NPI, including the previously aggregated Maecenas NPI, Bradley NPI, Republic NPI, and Spinnaker NPI for federal income tax purposes effective January 1, 2020.

We will be subject to federal income tax and possibly certain state corporate income or franchise taxes if we are classified as a corporation and not as a partnership for federal income tax purposes.

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Any such changes could negatively impact the value of an investment in our common units.

The recently enacted 20% deduction for certain pass-through income may not be available for our unitholders ’ allocable share of our net income, in which case our unitholders ’ tax liability with respect to ownership and disposition of our units may be materially higher than if the deduction is available.

For taxable years beginning after December 31, 2017 and ending on or before December 31, 2025, an individual taxpayer may generally claim a deduction in the amount of 20% of its allocable share of certain publicly traded partnership income, including generally, among other items, the net amount of its items of income, gain, deduction, and loss from a publicly traded partnership’s U.S.

The 20% deduction for certain pass-through income may not be available for our unitholders ’ allocable share of our net income, in which case our unitholders ’ tax liability with respect to ownership and disposition of our units may be materially higher than if the deduction is available.

Under current law, which made permanent the 20% deduction that was set to expire on December 31, 2025, an individual taxpayer may generally claim a deduction in the amount of 20% of its allocable share of certain publicly traded partnership income, including generally, among other items, the net amount of its items of income, gain, deduction, and loss from a publicly traded partnership’s U.S.

trade or business.

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federal income taxes and, in some cases, state and local income taxes, on their share of taxable income, whether or not they receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability that results from that income.

A unitholder may lose his status as a partner of our Partnership for federal income tax purposes if the unitholder lends our common units to a short seller to cover a short sale of such common units.

If a unitholder loans his common units to a short seller to cover a short sale of common units, the unitholder may be considered as having disposed of his ownership of those common units for federal income tax purposes.

A unitholder may lose its status as a partner of our Partnership for federal income tax purposes if the unitholder lends our common units to a short seller to cover a short sale of such common units.

If a unitholder loans its common units to a short seller to cover a short sale of common units, the unitholder may be considered as having disposed of its ownership of those common units for federal income tax purposes.

If so, the unitholder would no longer be a partner of our Partnership for tax purposes with respect to those common units during the period of the loan and may recognize gain or loss from the disposition.

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We also may be required to withhold state income tax from distributions otherwise payable to a unitholder, and state income tax may be withheld by others on royalty payments to us.

If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from us.

If the IRS makes audit adjustments to our income tax returns, it may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.

If the IRS makes audit adjustments to our income tax returns, it may collect any resulting taxes (including any applicable penalties and interest) directly from us.

We generally will have the ability to shift any such tax liability (including any applicable penalties and interest) to our General Partner and our unitholders in accordance with their interests in us during the year under audit, but there can be no assurance that we will be able to do so under all circumstances.

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Public health threats could have an adverse effect on our Partnership, our cash flow and our industry.

Public health threats and other highly communicable diseases, outbreaks of which have been occurring in across the world, including the United States, could adversely impact our Partnership, drilling activities on our properties and the global economy.

Public health threats and other highly communicable diseases, outbreaks of which have been occurring across the world, including the United States, could adversely impact our Partnership, drilling activities on our properties and the global economy.

In particular, the outbreak starting in 2020 of a coronavirus (COVID-19) resulted in quarantines, restrictions on travel and a decrease in economic activity across the world, which then resulted in a decrease in demand for hydrocarbons.

At its height, the COVID-19 pandemic had a significant negative effect on the global economy, supply chains and labor force participation, and created significant volatility in financial markets.

Although the effects of the pandemic during 2022 were not as significant as prior years, new variants continued to cause waves of COVID-19 cases around the world.

The COVID-19 pandemic and its ongoing variants may continue to have a material adverse effect on the demand for hydrocarbons and the prices at which they are sold, which may impact our revenues and operating income, our cash distributions and our business generally.

It is impossible to predict the effect of the continued spread, or fear of continued spread, of COVID-19 and its ongoing variants globally.

No assurance can be given that public health threats will not have a material adverse effect, and that any further spread of COVID-19 and its ongoing variants will not have a material adverse effect, on our business, operations and financial results.

While in May 2023 the World Health Organization (“WHO”) determined COVID-19 to be an established and ongoing health issue which no longer constitutes a public health emergency of international concern, the COVID-19 pandemic and its ongoing variants or a new global public health crisis may have a material adverse effect on the demand for hydrocarbons and the prices at which they are sold, which may impact our revenues and operating income, our cash distributions and our business generally.

It is impossible to predict the effect of a global public health crisis, including continued spread, or fear of continued spread, of COVID-19 and its ongoing variants globally or the occurrence of a new global public health crisis of similar magnitude.

No assurance can be given that public health threats will not have a material adverse effect on our business, operations and financial results.

The Partnership may be adversely affected by the international economic instability caused by ongoing global conflicts.

From 2022 through 2024, multiple global military conflicts arose causing instability in the international economy which may continue into 2025.

From 2022 through 2025, multiple global military conflicts arose causing instability in the international economy which has continued into 2026.

Although the length, impact and outcome of these military conflicts are highly unpredictable, an escalation or expansion of any of these conflicts 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.

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We will continue to incur increased costs as a result of operating as a public company, and our management will continue to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses, particularly since we are now a large accelerated filer and are no longer a smaller reporting company.

As a public company and large accelerated filer, we have incurred and will continue to incur significant legal, accounting and other expenses.

The Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Global Select Market and other applicable securities rules and regulations impose various requirements on public companies.

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We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements for a number of important reasons, including those discussed under “Risk Factors” and elsewhere in this report.

Examples of such reasons include, but are not limited to, changes in the price or demand for oil and natural gas, public health crises including the worldwide coronavirus (COVID-19) outbreak beginning in early 2020 and its ongoing variants, the conflict in Ukraine, the conflict between Israel and Hamas, changes in the operations on or development of our properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and our financial position, business strategy and other plans and objectives for future operations.

Examples of such reasons include, but are not limited to, changes in the price or demand for oil and natural gas, public health crises, the conflicts in Ukraine and the Middle East, the political uncertainty in Venezuela, changes in the operations on or development of our properties, changes in economic and industry conditions (including changes to tariff and import/export regulations by the United States or other countries) and changes in regulatory requirements (including changes in environmental requirements) and our financial position, business strategy and other plans and objectives for future operations.

You should read these statements carefully because they may discuss our expectations about our future performance, contain projections of our future operating results or our future financial condition, or state other forward-looking information.

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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 1A. Risk Factors