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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 27, 2024

 

Texas Pacific Land Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-39804 75-0279735
(State or Other
Jurisdiction of Incorporation)
(Commission File Number) (IRS Employer
Identification Number)

 

1700 Pacific Avenue, Suite 2900, Dallas, Texas 75201

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code: 214-969-5530

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock (par value $.01 per share) TPL New York Stock Exchange

 

 

 

  

 

 

 Item 7.01 Regulation FD Disclosure.  

 

On February 27, 2024, Texas Pacific Land Corporation (“TPL” or the “Company”) issued a press release announcing that, on February 26, 2024, the Delaware Supreme Court affirmed the previously disclosed December 1, 2023 ruling of the Delaware Court of Chancery in favor of TPL in the litigation between TPL and Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P. (collectively, the “Investor Group”), in Horizon Kinetics, LLC, et al. v. Texas Pacific Land Corporation, (C.A. No. 478, 2023) (Del.). A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1 Press release dated February 27, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

  

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  TEXAS PACIFIC LAND CORPORATION
   
Date: February 27, 2024 By: /s/ Micheal W. Dobbs
    Micheal W. Dobbs
    SVP, Secretary and General Counsel