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Item 1. Financial Statements

2026-05-06 compared with 2025-11-06 · 118 added, 143 removed, 202 unchanged (56% of the section changed)

3 unchanged sentences

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

(In Thousands)

September 30,

Current assets:

1 unchanged sentence

$ 28,157 $ 41,937

Trade and other receivables

Accounts receivable

26,849 13,968

Net profits interest receivable - related party

Prepaid expenses and other current assets

Total current assets

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( 5,174 ) ( 4,825 )

Unitholders ( 48,256 and 47,340 common units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)

Unitholders ( 48,256 common units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

301,857 310,064

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$ 301,625 $ 309,554

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED INCOME STATEMENTS

CONSOLIDATED INCOME STATEMENTS

(In Thousands, except per unit amounts)

Three Months Ended

Nine Months Ended

September 30,

Operating revenues

$ 31,536 $ 45,147 $ 93,798 $ 101,660

Net profits interest

3,471 7,777 12,058 18,619

4 60 3,811 202

405 488 1,308 1,330

Net profits interest - related party

Total operating revenues

35,416 53,472 110,975 121,811

Costs and expenses

Operating, including production taxes

4,328 4,135 11,292 10,273

Depreciation, depletion and amortization

16,989 10,041 48,457 24,627

General and administrative

2,926 2,883 10,064 8,703

General and administrative expenses - related party

Total costs and expenses

24,243 17,059 69,813 43,603

$ 11,173 $ 36,413 $ 41,162 $ 78,208

Allocation of net income

General Partner

$ 406 $ 1,273 $ 1,480 $ 2,704

$ 10,767 $ 35,140 $ 39,682 $ 75,504

Net income per common unit (basic and diluted)

$ 0.23 $ 0.87 $ 0.84 $ 1.89

Weighted average basic and diluted common units outstanding

47,669 40,167 47,451 39,954

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

(In Thousands)

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Unitholder Units

Three Months Ended September 30, 2024

Balance at July 1, 2024

$ ( 1,065 ) $ 171,611 $ 170,546 40,088

1,273 35,140 36,413

Acquisitions of oil and natural gas properties for common units

- 218,622 218,622 7,252

Distributions ($ 0.702058 per common unit)

( 974 ) ( 28,144 ) ( 29,118 )

Balance at September 30, 2024

$ ( 766 ) $ 397,229 $ 396,463 47,340

Three Months Ended September 30, 2025

Balance at July 1, 2025

$ ( 3,497 ) $ 323,336 $ 319,839 47,340

406 10,767 11,173

Acquisition of oil and natural gas properties for common units

- 23,043 23,043 916

Distributions ($ 0.620216 per common unit)

( 1,125 ) ( 29,361 ) ( 30,486 )

Balance at September 30, 2025

$ ( 4,216 ) $ 327,785 $ 323,569 48,256

General Partner

Unitholder Units

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Balance at January 1, 2025

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632 17,010 17,642

Acquisitions of oil and natural gas properties for common units

- 235,663 235,663 7,757

Distributions ($ 0.739412 per common unit)

( 1,291 ) ( 35,004 ) ( 36,295 )

Balance at September 30, 2024

Balance at March 31, 2025

$ ( 2,656 ) $ 345,791 $ 343,135 47,340

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Balance at January 1, 2026

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877 28,260 29,137

Acquisition of oil and natural gas properties for common units

- 23,043 23,043 916

Distributions ($ 0.755712 per common unit)

( 1,226 ) ( 36,467 ) ( 37,693 )

Balance at September 30, 2025

Balance at March 31, 2026

$ ( 5,174 ) $ 301,857 $ 296,683 48,256

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion and amortization

Amortization of operating lease right-of-use asset

Changes in operating assets and liabilities:

Accounts receivable

Net profits interest receivable - related party

Prepaid expenses and other current assets

Accounts payable and other current liabilities

Operating lease liability

Net cash provided by operating activities

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Distributions paid to General Partner and unitholders

(Decrease) increase in cash and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Non-cash investing and financing activities:

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Business and Basis of Presentation

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Securities and Exchange Commission (“SEC”).

The unaudited condensed consolidated financial statements do not include all of the disclosures required for complete annual financial statements prepared in conformity with U.S.

Therefore, the accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments unless indicated otherwise) that are, in the opinion of management, necessary for the fair presentation of our financial position and operating results for the interim period.

The unaudited consolidated financial statements do not include all of the disclosures required for complete annual financial statements prepared in conformity with U.S.

Therefore, the accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report.

The accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments unless indicated otherwise) that are, in the opinion of management, necessary for the fair presentation of our financial position and operating results for the interim period.

Interim period results are not necessarily indicative of the results for the calendar year.

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The Partnership has no potentially dilutive securities and, consequently, basic and diluted income per unit do not differ.

The unaudited condensed consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries Dorchester Minerals Oklahoma LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, Dorchester-Maecenas GP LLC, The Buffalo Co., A Limited Partnership, DMLPTBC GP LLC, and DMLP Terra Firma LLC.

The unaudited consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries Dorchester Minerals Oklahoma LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, Dorchester-Maecenas GP LLC, The Buffalo Co., A Limited Partnership, DMLPTBC GP LLC, and DMLP Terra Firma LLC.

All significant intercompany balances and transactions have been eliminated in consolidation.

Certain amounts in the prior‑period condensed 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

Use of Estimates

The preparation of financial statements in conformity with U.S.

The Partnership’s significant accounting policies are described in Note 2 of the consolidated financial statements included in the Partnership’s Annual Report on Form 10‑K for the year ended December 31, 2025.

There have been no changes in such polices or the application of such polices during the three months ended March 31, 2026.

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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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

Receivables — The following table presents the Partnership’s receivables as of the dates indicated:

March 31, 2026

December 31, 2025

December 31, 2024

Royalty Properties receivable

$ 26,791 $ 13,810 $ 19,120

Accounts receivable

26,849 13,968 19,241

Net profits interest receivable - related party

19,042 2,513 5,544

Total Receivables

$ 45,891 $ 16,481 $ 24,785

Revenues — The following table disaggregates the Partnership’s oil and natural gas revenues from production on the Royalty Properties for the three months ended March 31, 2026 and 2025:

Three Months Ended

Oil sales (1)

$ 36,638 $ 32,622

Natural gas sales

Total Royalties operating revenue

$ 40,965 $ 37,830

( 1 ) Includes natural gas liquids sales.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025 - 05, “Financial Instruments—Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025 - 05” ), which provides a practical expedient for calculating current expected credit losses on accounts receivable and current contract assets.

This practical expedient permits a reporting entity to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the assets.

This ASU was effective for the Partnership beginning January 1, 2026, under a prospective approach.

The adoption of this ASU did not have a material effect on the Partnership’s financial statements.

Accounting Pronouncements Not Yet Adopted

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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.

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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.

At closing, in addition to conveying mineral interests to the Partnership, the contributors delivered funds to the Partnership in an amount equal to their cash receipts during the period from July 1, 2025 through August 27, 2025 of $ 0.7 million.

The contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 1.2 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

The condensed consolidated balance sheet as of September 30, 2025 includes $ 19.0 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 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 (collectively, the “Contributors”), 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, net of capitalized transaction costs paid, of $ 5.8 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

The condensed consolidated balance sheet as of December 31, 2024 includes $ 193.7 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 $ 1.9 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired 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, net of capitalized transaction costs paid, of $ 0.9 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

The condensed 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.

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.

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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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 condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

The condensed consolidated balance sheet as of December 31, 2024 includes $ 12.3 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 $ 1.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the three months ended March 31, 2025.

Commitments and Contingencies

Our Partnership and Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our General Partner, are involved in legal and/or administrative proceedings arising in the ordinary course of their businesses, none of which have predictable outcomes and none of which are believed to have any significant effect on consolidated financial position, cash flows, or operating results.

Our Partnership and Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our General Partner (the “Operating Partnership”), are involved in legal and/or administrative proceedings arising in the ordinary course of their businesses, none of which have predictable outcomes and none of which are believed to have any significant effect on consolidated financial position, cash flows, or operating results.

During the first quarter of 2026, our Partnership and the Operating Partnership entered into a settlement and mutual release agreement with unrelated third parties resolving ordinary course litigation affecting certain leasehold in Midland County, Texas, which is owned by the Operating Partnership and subject to the NPI.

The Operating Partnership received proceeds of $ 15.5 million, which will be included in the calculation of the April 2026 NPI payment.

Distributions to Holders of Common Units

On October 23, 2025, the Partnership announced its cash distribution for the third quarter of 2025 of $ 0.689883 per common unit, representing activity for the three -month period ended September 30, 2025, payable to common unitholders of record as of November 3, 2025.

This distribution will be paid on November 13, 2025.

The partnership agreement requires the next cash distribution to be paid by February 14, 2026.

On April 23, 2026, the Partnership announced its cash distribution for the first quarter of 2026 of $ 0.475036 per common unit, representing activity for the three -month period ended March 31, 2026, payable to common unitholders of record as of May 4, 2026.

This distribution will be paid on May 14, 2026.

The partnership agreement requires the next cash distribution to be paid by August 14, 2026.

Segment Reporting

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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.

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

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.

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For a description of limitations inherent in forward-looking statements, see page 1 of this Quarterly Report.

This discussion, which presents our results of operations for the three and nine months ended September 30, 2025 and 2024, should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes.

This discussion, which presents our results of operations for the three months ended March 31, 2026 and 2025, should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes.

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We currently own Royalty Properties in 594 counties and parishes in 28 states.

As of September 30, 2025, we own a net profits overriding royalty interest (referred to as the “Net Profits Interest”, or “NPI”) in various properties owned by Dorchester Minerals Operating LP (the “Operating Partnership”), a Delaware limited partnership owned directly and indirectly by our General Partner.

As of March 31, 2026, we own a net profits overriding royalty interest (referred to as the “Net Profits Interest”, or “NPI”) in various properties owned by Dorchester Minerals Operating LP (the “Operating Partnership”), a Delaware limited partnership owned directly and indirectly by our General Partner.

We receive a monthly payment from the NPI equaling 96.97% of the net profits actually realized by the Operating Partnership from these properties in the preceding month.

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In the event the NPI has a deficit of cumulative revenue versus cumulative costs, the deficit will be borne solely by the Operating Partnership.

From a cash perspective, as of September 30, 2025, the NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, equaling cash on hand of $8.4 million.

From a cash perspective, as of March 31, 2026, the NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, of $11.7 million.

Commodity Price Risks

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Our profitability is affected by oil and natural gas market prices.

Oil and natural gas market prices have fluctuated significantly in recent years in response to factors outside of our control, including the war in Ukraine, conflicts in the Middle East, fluctuations in interest rates, global supply chain disruptions and actions taken by OPEC+.

It is not possible for us to predict or determine how these factors might affect oil and natural gas market prices in the future.

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Although we are continuing to monitor the economic effects of such announcements and adjustments, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Global oil markets are contending with tariff impacts, geopolitical tensions, and oil supply dynamics, including the evolving OPEC+ production strategy and potential constraints on Iranian, Russian, and Venezuelan oil exports.

Global oil markets are contending with tariff impacts, geopolitical tensions, including the recent military conflict in Iran, and oil supply dynamics, including the evolving OPEC+ production strategy, potential constraints on Iranian, Russian, and Venezuelan oil exports, disruptions to the flow of oil through the Strait of Hormuz, and the withdrawal of the United Arab Emirates from OPEC and OPEC+.

It is unclear how recent volatility in commodity prices will affect changes in North American production activity and oil producers are evaluating a range of scenarios in anticipation of oil price pressure in light of the foregoing.

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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.

After closing, during the three months ended September 30, 2025, the Partnership received final settlement net cash receipts from the transaction of $0.5 million.

The contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $1.2 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

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.

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 (collectively, the “Contributors”), 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.

Contributed cash delivered at closing, net of capitalized transaction costs paid, of $5.8 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

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 condensed consolidated statement of cash flows for the nine months ended September 30, 2025.

On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired 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.

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 condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

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.

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 condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

Three and Nine Months Ended September 30, 2025 as compared to Three and Nine Months Ended September 30, 2024

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

Three Months Ended March 31, 2026 as compared to Three Months Ended March 31, 2025

Our period-to-period changes in net income and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices, and to a lesser extent, by capital expenditures deducted under the NPI calculation.

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Three Months Ended

Nine Months Ended

September 30,

Accrual basis sales volumes:

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Both oil and natural gas sales price changes reflected in the table above resulted from changing market conditions.

The decrease in oil sales volumes attributable to our Royalty Properties from the third quarter of 2024 to the same period of 2025 is primarily a result of lower suspense releases on new wells on legacy acreage and decreased baseline production from legacy wells, partially offset by suspense releases on first time payments and increased baseline production from Permian Basin properties acquired in the third quarter of 2024.

Oil sales volumes attributable to our Royalty Properties remained flat from the first nine months of 2024 to the same period of 2025.

The lack of change is primarily a result of suspense releases on first time payments and increased baseline production from Permian Basin properties acquired in the third quarter of 2024 and increased baseline production from Rockies wells acquired in the first and third quarters of 2024, offset by lower suspense releases on new wells on legacy acreage in the Permian Basin, particularly in the second and third quarters of 2025 when compared to the same periods of 2024, and lower suspense releases on new wells on legacy acreage and decreased baseline production on legacy wells in the Bakken region.

The increase in natural gas sales volumes attributable to our Royalty Properties from the third quarter of 2024 to the same period of 2025 is primarily a result of increased baseline production from Permian Basin properties acquired in the third quarter of 2024.

The increase in natural gas sales volumes attributable to our Royalty Properties from the first nine months of 2024 to the same period of 2025 is primarily a result of suspense releases on first time payments and increased baseline production from Permian Basin properties acquired in the third quarter of 2024 and increased baseline production from wells acquired in the first and third quarters of 2024 in the Rockies, partially offset by lower suspense releases on new wells on legacy acreage in the Permian Basin, particularly in the second and third quarters of 2025 when compared to the same periods of 2024, and lower suspense releases on new wells on legacy acreage and decreased baseline production on legacy wells in the Mid-Continent and East Texas.

The decreases in oil sales volumes attributable to our NPI properties from the third quarter and first nine months of 2024 to the same periods of 2025 is primarily a result of decreased baseline production and lower suspense releases on new wells in the Permian Basin and Bakken region, partially offset by suspense releases on existing wells in the Permian Basin in the second and third quarters of 2025.

The decrease in natural gas sales volumes for the third quarter and first nine months of 2024 to the same period of 2025 is primarily a result of decreased baseline production and lower suspense releases on new wells in the Permian Basin and decreased baseline production in the Bakken region, Mid-Continent, and Fayetteville Shale, partially offset by suspense releases on existing wells in the Permian basin in the second and third quarters of 2025.

Lease bonus revenue for the first nine months of 2025 is primarily attributable to the receipt of $3.6 million in the second quarter of 2025 from the extension of a lease that was originally executed on November 6, 2023, in Reagan County, Texas for $15,000 per acre and retained a 25% royalty.

Operating costs, including production taxes, increased 5% from the third quarter of 2024 to the same period of 2025 and 10% from the first nine months of 2024 to the same period of 2025.

The increases are primarily a result of higher proportionate natural gas production taxes and post-production costs, such as compression, transportation, processing, and marketing, due to higher natural gas sales revenue and volumes and higher ad valorem taxes attributable to our Royalty Properties, partially offset by lower proportionate oil production taxes due to lower oil sales revenue.

Depreciation, depletion and amortization increased 69% from the third quarter of 2024 to the same period of 2025 and 97% from the first nine months of 2024 to the same period of 2025.

The increase in oil sales volumes attributable to our Royalty Properties from the first quarter of 2025 to the same period of 2026 is primarily a result of suspense releases on first time payments and increased baseline production from Rockies wells acquired in the third quarter of 2025 and higher suspense releases on new wells on legacy acreage in the Permian Basin, partially offset by decreased baseline production in the Permian Basin.

The increase in natural gas sales volumes attributable to our Royalty Properties from the first quarter of 2025 to the same period of 2026 is primarily a result of suspense releases on first time payments and increased baseline production from Rockies wells acquired in the third quarter of 2025.

The increase in oil sales volumes attributable to our NPI properties from the first quarter of 2025 to the same period of 2026 is primarily due to higher suspense releases on new wells in the Bakken region and the recognition of sales volumes from July 2021 through May 2025 associated with the $15.5 million of legal settlement proceeds received by the Operating Partnership in the first quarter of 2026 from resolution of ordinary course litigation affecting certain leasehold in Midland County, Texas, which is owned by the Operating Partnership and subject to the NPI .

The increase in natural gas sales volumes attributable to our NPI properties for the first quarter of 2025 to the same period of 2026 is primarily due to the recognition of sales volumes from July 2021 through May 2025 associated with legal settlement proceeds noted above, partially offset by decreased baseline production on legacy wells in the Permian Basin.

Operating costs, including production taxes, attributable to our Royalty Properties remained consistent from the first quarter of 2025 to the same period of 2026.

This is primarily a result of higher proportionate oil production taxes due to higher oil sales revenue, offset by lower proportionate natural gas production taxes due to lower natural gas sales revenue and lower ad valorem taxes.

Depreciation, depletion and amortization increased 21% from the first quarter of 2025 to the same period of 2026.

Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of reserves extracted during such period, calculated on a units-of-production basis.

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We adjust our depletion rate each quarter for significant changes in our estimates of oil and natural gas reserves, including recent acquisitions and suspense releases on new wells.

General and administrative expenses increased 1% from the third quarter of 2024 to the same period of 2025.

The increase is primarily a result of higher compensation expenses, including an expanded Operating Partnership equity program designed for employee retention.

General and administrative expenses increased 16% from the first nine months of 2024 to the same period of 2025.

The increase is primarily a result of increased legal fees in the first quarter of 2025, higher regulatory filing fees due to the Partnership’s S-4 registration statement filing in the first quarter of 2025, increased data service costs, and higher compensation expenses, including an expanded Operating Partnership equity program designed for employee retention.

Net cash provided by operating activities decreased 3% from the first nine months of 2024 to the same period of 2025 primarily due to lower NPI payment receipts and higher general and administrative expenses, partially offset by higher lease bonus receipts.

General and administrative expenses decreased 1% from the first quarter of 2025 to the same period of 2026.

The decrease is primarily a result of lower regulatory fees due to the Partnership’s S-4 filing in the first quarter of 2025, partially offset by increased professional service fees and higher compensation expenses, including an expanded Operating Partnership equity program designed for employee retention.

Net cash provided by operating activities decreased 28% from the first quarter of 2025 to the same period of 2026 primarily due to lower revenue receipts attributable to our Royalty Properties and lower NPI payment receipts, partially offset by higher lease bonus receipts and lower general and administrative expenses.

In an effort to provide the reader with information concerning prices of oil and natural gas sales that correspond to our quarterly distributions, management calculates the average price by dividing gross revenues received by the net volumes of the corresponding product without regard to the timing of the production to which such sales may be attributable.

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Cash receipts attributable to our Royalty Properties during the third quarter of 2026 totaled $26.6 million.

Approximately 70% of these receipts reflect oil sales during June 2025 through August 2025 and natural gas sales during May 2025 through July 2025, and approximately 30% from prior sales periods.

The average realized prices for oil and natural gas sales cash receipts attributable to the Royalty Properties during the third quarter of 2025 were $57.83/bbl and $2.05/mcf, respectively.

Cash receipts attributable to the Partnership's NPI during the third quarter of 2025 totaled $5.1 million.

Approximately 47% of these receipts reflect oil and natural gas sales during May 2025 through July 2025, and approximately 53% from prior sales periods.

The average realized prices for oil and natural gas sales cash receipts attributable to the NPI properties during the third quarter of 2025 were $64.45/bbl and $2.82/mcf, respectively.

Approximately 76% of these receipts reflect oil sales during December 2025 through February 2026 and natural gas sales during November 2025 through January 2026, and approximately 24% from prior sales periods.

The average realized prices for oil and natural gas sales cash receipts attributable to the Royalty Properties during the first quarter of 2026 were $51.79/bbl and $2.27/mcf, respectively.

There were no cash receipts attributable to the NPI during the first quarter of 2026 as the NPI was in a deficit position for the months of December 2025 through February 2026 due to capital expenditures reserved by the Operating Partnership for Bakken drilling commitments.

Liquidity and Capital Resources

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Because many of these expenses vary directly with oil and natural gas sales prices and volumes, we anticipate that sufficient funds will be available at all times for payment of these expenses.

See Note 5 to the unaudited condensed consolidated financial statements included in “Item 1 – Financial Statements” of this Quarterly Report for additional information regarding cash distributions to unitholders.

See Note 5 to the unaudited consolidated financial statements included in “Item 1 – Financial Statements” of this Quarterly Report for additional information regarding cash distributions to unitholders.

Contractual Obligations

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Under the third amendment to the Office Lease, monthly rental payments range from $25,000 to $30,000.

Future maturities of Office Lease liabilities representing monthly cash rental payment obligations as of September 30, 2025 are summarized as follows:

Future maturities of Office Lease liabilities representing monthly cash rental payment obligations as of March 31, 2026 are summarized as follows:

(In Thousands)

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To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payables, in excess of $50,000 in the aggregate at any given time or which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).

We currently expect to have sufficient liquidity to fund our distributions to unitholders and operations despite potential material uncertainties that may impact us as a result of the ongoing global military conflicts, including in Ukraine and the Middle East and current inflation and interest rates.

We currently expect to have sufficient liquidity to fund our distributions to unitholders and operations.

However, our liquidity and ability to fund future distributions may be affected by material uncertainties arising from factors beyond our control, including:

ongoing global military conflicts such as those in Ukraine and the Middle East;

current inflation and interest rates;

political uncertainty in Venezuela;

changes to tariff and import/export regulations by the United States or other countries;

and prevailing economic conditions in the oil and natural gas market and other financial and business factors.

We cannot predict events that may lead to future oil and natural gas price volatility.

Our ability to fund future distributions to unitholders may be affected by the prevailing economic conditions in the oil and natural gas market and other financial and business factors, including global military conflicts, including in Ukraine and the Middle East and changes to tariff and import/export regulation by the United States or other countries, which are beyond our control.

If market conditions were to change due to declines in oil prices or uncertainty created by military conflicts or changes in trade policy and our revenues were reduced significantly or our operating costs were to increase significantly, our cash flows and liquidity could be reduced.

The current economic environment is volatile, and we cannot predict the ultimate long-term impact on our liquidity or cash flows from factors outside of our control, including those related to changes to tariff and import/export regulations by the United States or other countries or ongoing global military conflicts in Ukraine and the Middle East.

If market conditions were to change due to declines in oil prices, uncertainty created by military conflicts, or changes in trade policy, and our revenues were reduced significantly or our operating costs were to increase significantly, our cash flows and liquidity could be reduced.

The current economic environment is volatile, and we cannot predict the ultimate long-term impact on our liquidity or cash flows from these factors.

Liquidity and Working Capital

Cash and cash equivalents totaled $41.6 million at September 30, 2025 and $42.5 million at December 31, 2024.

Cash and cash equivalents totaled $28.2 million at March 31, 2026 and $41.9 million at December 31, 2025.

Critical Accounting Policies and Estimates

As of September 30, 2025, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our Annual Report.

As of March 31, 2026, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our Annual Report.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our exposure to market risk during the three months ended September 30, 2025.

There have been no significant changes in our exposure to market risk during the three months ended March 31, 2026.

For a discussion of our exposure to market risk, refer to Item 7A of Part II of the Partnership’s Annual Report.

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-Q

Item 1. Financial Statements