What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-20 · 75 added, 82 removed, 586 unchanged (21% of the section changed)

15 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

The information required by this item, including information about our Managers, Executive Officers, Partnership Governance and Audit Committee, is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days subsequent to December 31, 2025 .

Insider Trading Arrangements and Policies

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(incorporated by reference to Exhibit 3.14 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

Description of the Registrant’s Securities

Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2024)

Amended and Restated Business Opportunities Agreement dated as of December 13, 2001 by and between the Registrant, the General Partner, Dorchester Minerals Management GP LLC, SAM Partners, Ltd., Vaughn Petroleum, Ltd., Smith Allen Oil & Gas, Inc., P.A.

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"Lease bonus" means the initial cash payment made to a lessor by a lessee in consideration for the execution and conveyance of the lease and includes proceeds from assignments of leasehold interests where the Partnership retains an interest.

"Leasehold" means an acre in which a working interest is owned.

"Leasehold" means a property in which a working interest is owned.

"Lessee" means the owner of a lease of a mineral interest in a tract of land.

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Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ William Casey McManemin

William Casey McManemin

Chairman and Manager

/s/ Robert C.

Interim Chairman and Manager

February 24, 2026

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/s/ Martha Ann Peak Rochelle

/s/ Albert G.

Martha Ann Peak Rochelle

1 unchanged sentence

February 24, 2026

/s/ Ronald P.

/s/ Robert C.

Troy Sturrock

February 24, 2026

Troy Sturrock

February 24, 2026

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$ 41,937 $ 42,508

Trade and other receivables

Accounts receivable

13,968 19,241

Net profits interest receivable - related party

Prepaid expenses and other current assets

Total current assets

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$ 127,823 $ 137,465 $ 114,531

Net profits interest

Net profits interest - related party

13,928 21,856 34,338

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2,179 1,980 3,350

General and administrative expenses - related party

11,145 9,951 7,814

Total costs and expenses

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$ 2,100 $ 55,252 $ 57,352 -

Acquisitions of oil and natural gas properties for common units

Acquisition of oil and natural gas properties for common units

- 23,043 23,043 916

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Changes in operating assets and liabilities:

Trade and other receivables

Accounts receivable

6,024 ( 4,646 ) ( 467 )

1 unchanged sentence

3,031 2,731 ( 1,105 )

Prepaid expenses and other current assets

Accounts payable and other current liabilities

35 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Recent Events

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.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Certain amounts in the prior‑period consolidated financial statements have been reclassified to conform to the current‑period presentation.

Management believes these reclassifications enhance the clarity and consistency of the financial statement presentation.

These are presentation only reclassifications and had no effect on total assets, total liabilities, shareholders’ equity, net income, or cash flows for any periods presented.

Summary of Significant Accounting Policies

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Use of Estimates — The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Partnership evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Partnership considers reasonable in each circumstance.

Any effects on the Partnership’s business, financial position, or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

Although the Partnership believes these estimates are reasonable, actual results could differ from those estimates.

General Partner — Our general partner is Dorchester Minerals Management LP, referred to in these Notes as “our General Partner.” Our General Partner owns all of the partnership interests in Dorchester Minerals Operating LP, the Operating Partnership.

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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.

Royalties operating revenues from properties operated by Exxon Mobil Corporation and its subsidiaries and Chevron Corporation and its subsidiaries represented approximately 15 % and 10 % of total operating revenues for the year ended December 31, 2025 , respectively.

Royalties operating revenues from properties operated by Exxon Mobil Corporation and its subsidiaries 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.

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

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

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These estimated fair values may not be representative of actual values of the financial instruments that could have been realized as of year-end or that will be realized in the future.

Receivables — Our Partnership’s trade and other receivables and net profits interest receivable consist primarily of Royalty Properties payments receivable and NPI payments receivable, respectively.

Most payments are received two to three months after production date.

Receivables — Our Partnership’s accounts receivable and net profits interest receivable consist primarily of Royalty Properties payments receivable and NPI payments receivable, respectively.

Most payments are received two to three months after the production date.

No reserve for current expected credit losses on accounts receivable is deemed necessary based upon our lack of historical write offs and review of current receivables.

The Partnership’s receivables as of the years ended December 31, 2025, 2024 and 2023 consists of the following:

Royalty Properties receivable

$ 13,810 $ 19,120 $ 13,556

Accounts receivable

13,968 19,241 13,735

Net profits interest receivable - related party

2,513 5,544 8,275

Total Receivables

$ 16,481 $ 24,785 $ 22,010

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Oil and Natural Gas Properties — We utilize the full cost method of accounting for costs related to our oil and natural gas properties.

25 unchanged sentences

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Asset Retirement Obligations — Based on the nature of our property ownership, we have no material obligations to record.

7 unchanged sentences

Accordingly, the Partnership’s revenue contracts for Royalty Properties and NPI do not generate contract assets or liabilities.

The following table disaggregates the Partnership’s oil and natural gas revenues from production on the Royalty Properties for the years ended December 31, 2025, 2024 and 2023 :

Oil sales (1)

$ 114,116 $ 129,693 $ 102,323

Natural gas sales

13,707 7,772 12,208

Total Royalties operating revenue

$ 127,823 $ 137,465 $ 114,531

Includes natural gas liquids sales.

Revenues from lease bonus payments are recorded upon receipt.

3 unchanged sentences

Upon signing a lease agreement, no further performance obligation exists for the Partnership, and therefore, no contract assets or contract liabilities are generated.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Income Taxes — We are treated as a partnership for income tax purposes and, as a result, our income or loss is includable in the tax returns of the individual unitholders.

6 unchanged sentences

Recent Accounting Pronouncements

Recently Adopted Pronouncements

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

Improvements to Reportable Segment Disclosures” (“ASU 2023 - 07” ), which expands a public entity’s annual and interim disclosure requirements about their reportable segments, primarily through more detailed disclosures about significant segment expenses.

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.

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

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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.

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

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025 - 11, “Interim Reporting (Topic 270 ):

Narrow-Scope Improvements” (“ASU 2025 - 11” ), which improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The ASU includes a comprehensive list of required interim disclosures and adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025 - 11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

Management is evaluating ASU 2025 - 11 to determine its impact on the Partnership’s disclosures.

The Partnership considers the applicability and impact of all ASUs.

There are no other recent accounting pronouncements not yet adopted that are expected to have a material effect on the Partnership upon adoption.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Acquisitions for Units

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.

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 $ 8.8 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

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 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.

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 $ 1.4 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

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 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.

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 $ 4.4 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

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 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 August 29, 2025, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 3,050 net royalty acres located in Adams County, Colorado in exchange for 915,694 common units representing limited partnership interests in the Partnership valued at $ 23.0 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.

2 unchanged sentences

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 1.8 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2025.

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.

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.

Oil and natural gas properties, at cost, on the consolidated balance sheet as of December 31, 2025 includes $ 19.7 million of net capitalized costs attributable to proved oil and natural gas properties acquired in the transaction.

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

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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.

Oil and natural gas properties, at cost, on the consolidated balance sheet as of December 31, 2024 includes $ 193.7 million of net capitalized costs attributable to proved oil and natural gas properties acquired in the transaction.

Final settlement net cash received, net of capitalized transaction costs paid, of $ 1.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2025.

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.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

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

2 unchanged sentences

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.

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.

Oil and natural gas properties, at cost, on the consolidated balance sheet as of December 31, 2024 includes $ 14.6 million of net capitalized costs attributable to proved oil and natural gas properties acquired in the transaction.

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.

Oil and natural gas properties, at cost, on the consolidated balance sheet as of December 31, 2024 includes $ 12.3 million of net capitalized costs attributable to 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, 2025.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Related Party Transactions

Our General Partner owns all of the partnership interests in the Operating Partnership.

It is the employer of all personnel, owns the working interests and other properties underlying our NPI, and provides day-to-day operational and administrative services to us and the General Partner.

The Operating Partnership is the employer of all personnel, owns the working interests and other properties underlying our NPI, and provides day-to-day operational and administrative services to us and the General Partner.

In accordance with our partnership agreement, we reimburse the General Partner for certain allocable general and administrative costs, including rent, salaries, and employee equity and benefit plans that are not direct expenses.

2 unchanged sentences

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 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

Net profits interest receivable

$ 5,544 $ 8,275 $ 7,170

Net profits interest revenue

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

General & administrative expenses (receivable)/ payable

$ ( 199 ) $ 162 $ 68

Total general & administrative expenses

$ 6,485 $ 5,108 $ 3,399

The Partnership reimburses the Operating Partnership an estimated monthly fee for these expenses and in the month following will settle any payable or receivable remaining for actual expenses paid on behalf of the Partnership.

All significant related party transactions with the Operating Partnership have been stated on the face of the consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 .

Commitments and Contingencies

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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 Partnership’s 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.

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Estimated quantity, end of year

(1) During 2025, the Partnership acquired mineral interests representing approximately 3,050 net royalty acres in Adams County, Colorado.

The acquisition represented 506 mbbls and 1,269 mmcf of 2025 purchases of minerals in place.

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

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The acquisitions represented 374 mbbls and 743 mmcf of 2023 purchases of minerals in place.

During 2022, the Partnership acquired mineral, royalty, and overriding royalty interests representing approximately 5,700 net royalty acres in 25 counties and parishes across nine states.

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

DORCHESTER MINERALS, L.P.

22 unchanged sentences

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