tpl-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 1-39804

Exact name of registrant as specified in its charter:

Texas Pacific Land Corporation


State or other jurisdiction of incorporation or organization:						IRS Employer Identification No.:
Delaware						75-0279735

Address of principal executive offices:

1700 Pacific Avenue, Suite 2900 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 969-5530

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of April 30, 2025, there were 22,987,326 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

TEXAS PACIFIC LAND CORPORATION

Form 10-Q

For the Quarter Ended March 31, 2025

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Page No.

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024

Condensed Consolidated Statements of Income and Total Comprehensive Income for the Three Months Ended March 31, 2025 and 2024

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements.

TEXAS PACIFIC LAND CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)

(Unaudited)


	March 31, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	460,379	$	369,835
Accounts receivable and accrued receivables, net	138,251		126,670
Prepaid expenses and other current assets	4,873		5,318
Tax like-kind exchange escrow	3,417		1,546

Total current assets	606,920		503,369
Royalty interests acquired, net	428,662		432,401
Real estate acquired	143,183		143,178
Property, plant and equipment, net	128,468		122,578
Intangible assets, net	34,602		35,188
Real estate and royalty interests assigned through the Declaration of Trust, no value assigned:
Land (surface rights)	—		—
1/16th and 1/128th nonparticipating perpetual royalty interests	—		—


Other assets	11,457		11,306
Total assets	$	1,353,292	$	1,248,020
LIABILITIES AND EQUITY
Accounts payable and accrued expenses	$	25,071	$	26,958
Ad valorem and other taxes payable	3,436		8,418
Income taxes payable	37,332		4,388
Unearned revenue	12,019		6,797
Total current liabilities	77,858		46,561
Deferred taxes payable	48,189		47,401
Unearned revenue - noncurrent	20,310		20,636

Accrued liabilities - noncurrent	678		957
Total liabilities	147,035		115,555

Commitments and contingencies (Note 12)	—		—

Equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized, none outstanding as of March 31, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value; 46,536,936 shares authorized as of March 31, 2025 and December 31, 2024, 22,987,245 and 22,971,803 outstanding as of March 31, 2025 and December 31, 2024, respectively	231		231
Treasury stock, at cost; 98,831 and 114,273 shares as of March 31, 2025 and December 31, 2024, respectively	(144,850)		(168,843)
Additional paid-in capital	2,122		19,900
Accumulated other comprehensive income	3,544		3,583
Retained earnings	1,345,210		1,277,594
Total equity	1,206,257		1,132,465
Total liabilities and equity	$	1,353,292	$	1,248,020

See accompanying notes to condensed consolidated financial statements.

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TEXAS PACIFIC LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND TOTAL COMPREHENSIVE INCOME

(in thousands, except shares and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Revenues:
Oil and gas royalties	$	111,245	$	92,120
Water sales	38,813		37,126
Produced water royalties	27,700		23,006
Easements and other surface-related income	18,225		20,646
Land sales	—		1,244
Total revenues	195,983		174,142

Expenses:
Salaries and related employee expenses	14,572		12,461
Water service-related expenses	11,126		10,212
General and administrative expenses	6,072		9,231

Depreciation, depletion and amortization	11,941		3,840
Ad valorem and other taxes	2,199		2,357

Total operating expenses	45,910		38,101

Operating income	150,073		136,041

Other income, net	4,321		9,943
Income before income taxes	154,394		145,984



Income tax expense	33,742		31,567
Net income	$	120,652	$	114,417




Other comprehensive loss — periodic pension costs, net of income taxes of $11 and $6 for the three months ended March 31, 2025 and 2024, respectively	(39)		(21)
Total comprehensive income	$	120,613	$	114,396

Net income per share of common stock
Basic	$	5.25	$	4.97
Diluted	$	5.24	$	4.97

Weighted average number of shares of common stock outstanding
Basic	22,980,695		23,003,001
Diluted	23,005,847		23,020,249

Cash dividends per share of common stock	$	1.60	$	1.17

See accompanying notes to condensed consolidated financial statements.

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TEXAS PACIFIC LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	120,652	$	114,417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	11,941		3,840
Share-based compensation	4,397		3,354

Deferred taxes	788		(331)
Changes in operating assets and liabilities:
Operating assets, excluding income taxes	(11,339)		5,602
Operating liabilities, excluding income taxes	(2,657)		(11,446)
Income taxes payable	32,944		31,808


Cash provided by operating activities	156,726		147,244

Cash flows from investing activities:
Purchase of fixed assets	(8,966)		(2,238)
Acquisition of royalty interests, net of post-close adjustments	(3,546)		—



Acquisition of real estate	(5)		—

Cash used in investing activities	(12,517)		(2,238)

Cash flows from financing activities:
Dividends paid	(37,434)		(26,907)
Shares exchanged for tax withholdings	(14,260)		(1,207)
Cash settlement of common stock repurchases	(100)		(10,341)
Cash used in financing activities	(51,794)		(38,455)

Net increase in cash, cash equivalents and restricted cash	92,415		106,551
Cash, cash equivalents and restricted cash, beginning of period	371,381		730,549
Cash, cash equivalents and restricted cash, end of period	$	463,796	$	837,100

Supplemental disclosure of cash flow information:
Income taxes paid	$	—	$	—
Supplemental non-cash investing and financing information:

Increase in accounts payable related to capital expenditures	$	942	$	3,424
Accrued dividends on unvested stock awards	$	(478)	$	(15)

See accompanying notes to condensed consolidated financial statements.

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TEXAS PACIFIC LAND CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Description of Business

Organization

Texas Pacific Land Corporation (which, together with its subsidiaries as the context requires, may be referred to as “TPL,” the “Company,” “our,” “we,” or “us”) is a Delaware corporation and one of the largest landowners in the State of Texas with approximately 873,000 surface acres of land, principally concentrated in the Permian Basin. Additionally, we own a 1/128th nonparticipating perpetual oil and gas royalty interest (“NPRI”) under approximately 85,000 acres of land, a 1/16th NPRI under approximately 371,000 acres of land, and approximately 16,000 additional net royalty acres (normalized to 1/8th) (“NRA”) for a collective total of approximately 207,000 NRA, principally concentrated in the Permian Basin.

Our revenues are derived from oil and gas royalties, water sales, produced water royalties, easements and other surface-related (“SLEM”) income and land sales.

On January 11, 2021, we completed our reorganization from a business trust, Texas Pacific Land Trust (the “Trust”), organized under a Declaration of Trust dated February 1, 1888 (the “Declaration of Trust”), into Texas Pacific Land Corporation, a corporation formed and existing under the laws of the State of Delaware (the “Corporate Reorganization”).

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”). The condensed consolidated financial statements herein include all adjustments which are, in the opinion of management, necessary to fairly state the financial position of the Company as of March 31, 2025 and the results of its operations and its cash flows for the three months ended March 31, 2025 and 2024. Such adjustments are of a normal nature and all intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report on Form 10-Q (this “Quarterly Report”), and these interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in our 2024 Annual Report. The results for the interim periods shown in this Quarterly Report are not necessarily indicative of future financial results.

Operating segments are based on components of the Company that engage in business activity that earn revenues and incur expenses and (a) whose operating results are regularly reviewed by our chief operating decision maker (“CODM”) to make decisions about resource allocation and performance and (b) for which discrete financial information is available. The Company operates two operating segments which represent our reportable segments: Land and Resource Management and Water Services and Operations. The segments enable the alignment of our strategies and objectives and provide a framework for timely and rational allocation of resources within our businesses. The measure of profit or loss that the CODM uses to assess performance and allocated resources to our reportable segments is net income. Our chief executive officer is the CODM and uses net income to evaluate income generated by each segment in his determination of allocating resources to each segment. See Note 14, “Business Segment Reporting” for further information regarding our segments.

2. Summary of Significant Accounting Policies

Use of Estimates in the Preparation of Financial Statements

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

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Cash, Cash Equivalents and Restricted Cash

We consider investments in bank deposits, money market funds, and other highly-liquid cash investments, such as U.S. Treasury bills and commercial paper, with original maturities of three months or less to be cash equivalents. Our cash equivalents are considered Level 1 assets in the fair value hierarchy.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that correspond to the same such amounts shown in the condensed consolidated statements of cash flows (in thousands):


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	460,379	$	369,835
Tax like-kind exchange escrow	3,417		1,546
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	463,796	$	371,381

3. Assets Acquired in a Business Combination

On August 20, 2024, we acquired 4,120 acres of land along with other surface-related tangible and intangible assets (collectively referred to as the “Acquired Assets”) from an unaffiliated seller for total consideration of $45.0 million, in an all-cash transaction. There were no liabilities assumed by the Company in this transaction. The Acquired Assets generate revenue streams across water sales, produced water royalties, and SLEM, and provide additional commercial growth opportunities for the Company to expand water sourcing and produced water opportunities to both new and existing customers. The Acquired Assets are located in the Midland Basin.

The acquisition was accounted for as a business combination using the acquisition method and, therefore, the Acquired Assets were recorded based on their fair value on a nonrecurring basis on the date of acquisition and are subject to fair value adjustments under certain circumstances. In determining the fair values of the Acquired Assets, management made estimates, judgements and assumptions. Inputs used to determine fair values of assets included internally-developed models, risk-adjusted discount rates by asset class, publicly available data on land sales comparisons and other cost analysis. These fair values are considered Level 3 assets in the fair value hierarchy. There was no goodwill recorded in connection with this acquisition. The purchase price allocation was finalized during the year ended December 31, 2024.

The following table presents the allocation of fair value by asset class (in thousands):


Real estate acquired	$	12,100
Property, plant and equipment	17,200
Intangible assets	15,700
Total consideration and fair value	$	45,000

For the three months ended March 31, 2025, revenues and operating expenses from the acquisition were approximately $0.7 million and $0.9 million, respectively, and are included in our condensed consolidated statements of income.

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4. Oil and Gas Royalty Interests

As of March 31, 2025 and December 31, 2024, the net book value of the oil and gas royalty interests we owned was as follows (in thousands):


	March 31, 2025		December 31, 2024
Oil and gas royalty interests:
1/16th nonparticipating perpetual royalty interests (1)	$	—	$	—
1/128th nonparticipating perpetual royalty interests (2)	—		—
Royalty interests acquired, at cost (3)	450,617		447,071
Total royalty interests	450,617		447,071
Less: accumulated depletion	(21,955)		(14,670)
Royalty interests, net	$	428,662	$	432,401

(1)Royalty interests assigned through the Declaration of Trust. Nonparticipating perpetual royalty interests in 185,369 NRA as of March 31, 2025 and December 31, 2024.

(2)Royalty interests assigned through the Declaration of Trust. Nonparticipating perpetual royalty interests in 5,308 NRA as of March 31, 2025 and December 31, 2024.

(3)Royalty interest in 16,074 and 15,897 NRA as of March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025, we acquired oil and gas royalty interests in 177 NRA for a purchase price of approximately $3.5 million, net of post-close adjustments. There were no acquisitions of oil and gas royalty interests during the three months ended March 31, 2024. There were no sales of oil and gas royalty interests during the three months ended March 31, 2025 or 2024.

Depletion expense was $7.3 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.

5. Real Estate Activity

As of March 31, 2025 and December 31, 2024, we owned the following land and real estate (in thousands, except number of acres):


	March 31, 2025			December 31, 2024
	Number of Acres	Net Book Value		Number of Acres	Net Book Value
Land (surface rights) (1)	798,643	$	—	798,643	$	—
Real estate acquired	74,493	143,183		74,493	143,178
Total real estate	873,136	$	143,183	873,136	$	143,178

(1)Real estate assigned through the Declaration of Trust.

There were no land sales for the three months ended March 31, 2025. For the three months ended March 31, 2024, we sold 41 acres of land in Texas for an aggregate sales price of $1.2 million. There were no land acquisitions for the three months ended March 31, 2025 or 2024.

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6. Property, Plant and Equipment

Property, plant and equipment, net consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024
Property, plant and equipment, at cost:
Water service-related assets	$	177,757	$	167,855
Furniture, fixtures and equipment	9,938		9,932
Other	598		598
Total property, plant and equipment, at cost	188,293		178,385
Less: accumulated depreciation	(59,825)		(55,807)
Property, plant and equipment, net	$	128,468	$	122,578

Depreciation expense was $4.0 million and $3.1 million for the three months ended March 31, 2025 and 2024, respectively.

7. Intangible Assets

Intangible assets, net consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024
Intangible assets, at cost:
Saltwater disposal easement	$	17,557	$	17,557
Contracts acquired in a business combination	15,700		15,700
Groundwater rights acquired	3,846		3,846
Total intangible assets, at cost (1)	37,103		37,103
Less: accumulated amortization	(2,501)		(1,915)
Intangible assets, net	$	34,602	$	35,188

(1)The remaining weighted average amortization period for total intangible assets was 11.3 years as of March 31, 2025.

Amortization of intangible assets was $0.6 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. The estimated future amortization expense of intangible assets for each of the next five years and thereafter is as follows (in thousands):


Year	Estimated Future Amortization Expense
Remainder of 2025	$	1,756
2026	2,342
2027	2,342
2028	2,342
2029	2,342
2030 and thereafter	23,478
Total expected amortization expense	$	34,602

8. Share-Based Compensation

The Company grants share-based compensation to employees under the Texas Pacific Land Corporation 2021 Incentive Plan (the “2021 Plan”) and to its non-employee directors under the 2021 Non-Employee Director Stock and Deferred Compensation Plan (the “2021 Directors Plan” and, together with the 2021 Plan, the “Plans”). As of March 31, 2025, share-

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based compensation granted under the Plans included restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”). RSUs granted under the 2021 Plan vest in one-third annual increments over three years, and PSUs granted under the 2021 Plan cliff vest at the end of three years if the applicable performance metrics are achieved (as discussed further below). RSAs granted under the 2021 Directors Plan vest in full on the date of grant.

Incentive Plan for Employees

The maximum aggregate number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) that may be issued under the 2021 Plan is 225,000 shares, which may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company in any manner. As of March 31, 2025, 122,038 shares of Common Stock remained available under the 2021 Plan for future grants.

The following table summarizes activity related to RSUs granted under the 2021 Plan for the three months ended March 31, 2025:



	Three Months Ended March 31, 2025
	Number of RSUs	Weighted-Average Grant-Date Fair Value per Share
Nonvested at beginning of period	23,212	$	509
Granted (1)	6,504	1,372
Vested (2)	(10,338)	481
Cancelled and forfeited	—	—
Nonvested at end of period	19,378	$	813

(1)RSUs vest in one-third annual increments over a three-year period.

(2)Of the 10,338 RSUs that vested during the three months ended March 31, 2025, 4,198 RSUs were surrendered by employees to the Company upon vesting to settle tax withholdings.

The following table summarizes activity related to PSUs granted under the 2021 Plan for the three months ended March 31, 2025:



	Three Months Ended March 31, 2025
	Number of Target PSUs	Weighted-Average Grant-Date Fair Value per Share
Nonvested at beginning of period	21,078	$	573
Granted (1)	3,848	1,644
Vested (2)	(7,182)	452
Cancelled and forfeited	—	—
Nonvested at end of period	17,744	$	854

(1)The PSUs were granted on February 15, 2025 and include 1,924 RTSR PSUs (defined below) (based on target) with a grant date fair value of $1,915 per share and 1,924 FCF PSUs (defined below) (based on target) with a grant date fair value of $1,372 per share. If the maximum amount performance levels described in the PSU agreements are achieved, the actual number of shares that will ultimately vest under the PSU agreements will exceed target PSUs by 100% (i.e., a collective 3,848 additional shares would be issued).

(2)Vested PSUs are based on the original number of PSUs granted (i.e. target units). The actual number of shares delivered upon vesting of PSUs during the three months ended March 31, 2025 totaled 14,364 shares, of which 6,250 shares were surrendered by employees to the Company upon vesting to settle tax withholdings.

Each PSU has a value equal to one share of Common Stock. The PSUs will vest three years after grant if certain performance metrics are met, as follows: 50% of the PSUs may be earned based on the Company’s relative total stockholder return (“RTSR”) over the applicable three-year measurement period compared to the SPDR® S&P® Oil & Gas Exploration &

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Production ETF (“XOP Index”), and 50% of the PSUs may be earned based on the cumulative free cash flow per share (“FCF”) over the three-year vesting period. Because the RTSR PSUs are market-based awards, their grant date fair value was determined using a Monte Carlo simulation model that uses the same input assumptions as the Black-Scholes model to determine the expected potential ranking of the Company against the XOP Index (i.e., the probability of satisfying the market condition defined in the awards). Expected volatility in the model was estimated based on the volatility of historical stock prices over a period matching the expected term of the awards. The risk-free interest rate was based on U.S. Treasury yield constant maturities for a term matching the expected term of the awards. The inputs for the Monte Carlo simulation model are designated as Level 2 within the fair value hierarchy.

Equity Plan for Non-Employee Directors

The maximum aggregate number of shares of Common Stock that may be issued under the 2021 Directors Plan is 30,000 shares, which may consist, in whole or in part, of authorized and unissued shares, treasury shares, or shares reacquired by the Company in any manner. As of March 31, 2025, 23,031 shares of Common Stock remained available under the 2021 Directors Plan for future grants. On January 1, 2025, the Company granted 1,188 RSAs with a grant date fair value of $1,106 per share, which vested in full on the grant date.

Share-Based Compensation Expense

The following table summarizes our share-based compensation expense by line item in the condensed consolidated statements of income (in thousands):


	Three Months Ended March 31,
		2025		2024
Salaries and related employee expenses (employee awards)		$	3,083	$	2,220
General and administrative expenses (director awards)		1,314		1,134
Total share-based compensation expense (1)		$	4,397	$	3,354

(1)The Company recognized a tax benefit of $0.9 million and $0.7 million related to share-based compensation for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, there was $22.7 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under existing share-based plans expected to be recognized over a weighted average period of 1.6 years.

9. Other Income, Net

Other income, net for the three months ended March 31, 2025 and 2024 was as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Other income, net:
Interest earned on cash and cash equivalents, net	$	4,102	$	9,801
Expected return on pension assets, net	219		142

Total other income, net	$	4,321	$	9,943

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10. Income Taxes

The calculation of our effective tax rate was as follows for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):


	Three Months Ended March 31,
	2025			2024
Income before income taxes	$	154,394		$	145,984
Income tax expense	$	33,742		$	31,567
Effective tax rate	21.9		%	21.6		%

For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions, and other items.

11. Earnings Per Share

Basic earnings per share (“EPS”) is computed based on the weighted average number of shares outstanding during the period. Diluted EPS is computed based upon the weighted average number of shares outstanding during the period plus unvested RSAs and other nonvested awards granted pursuant to our incentive and equity compensation plans. The computation of diluted EPS reflects the potential dilution that could occur if all outstanding awards under the incentive and equity compensation plans were converted into shares of Common Stock or resulted in the issuance of shares of Common Stock that would then share in the earnings of the Company. The number of dilutive securities is computed using the treasury stock method.

The following table sets forth the computation of EPS for the three months ended March 31, 2025 and 2024 (in thousands, except number of shares and per share data):


	Three Months Ended March 31,
	2025		2024
Net income	$	120,652	$	114,417

Basic earnings per share:
Weighted average shares outstanding for basic earnings per share	22,980,695		23,003,001
Basic earnings per share	$	5.25	$	4.97

Diluted earnings per share:
Weighted average shares outstanding for basic earnings per share	22,980,695		23,003,001
Effect of dilutive securities:
Incentive and equity compensation plans	25,152		17,248
Weighted average shares outstanding for diluted earnings per share	23,005,847		23,020,249
Diluted earnings per share	$	5.24	$	4.97

Restricted stock, if any, is included in the number of shares of Common Stock issued and outstanding, but omitted from the basic EPS calculation until the shares of restricted stock vest. Certain stock awards granted are not included in the dilutive securities in the table above as they were anti-dilutive for the three months ended March 31, 2025 and 2024.

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12. Commitments and Contingencies

Litigation

Management is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the Company’s financial condition, results of operations or liquidity as of March 31, 2025, other than as described below.

Prior to January 1, 2022, ad valorem taxes with respect to our historical royalty interests were paid directly by third parties pursuant to an existing arrangement. After the completion of our Corporate Reorganization, we received notice from a third party that it no longer intended to pay the ad valorem taxes related to such historical royalty interests. In order to protect the historical royalty interests from any potential tax liens for non-payment of ad valorem taxes, we have accrued and/or paid such ad valorem taxes since January 1, 2022. While we intend to seek reimbursement from the third party for such taxes, we are unable to estimate the amount and/or likelihood of such reimbursement, and accordingly, no loss recovery receivable has been recorded as of March 31, 2025.

13. Changes in Equity

The following tables present changes in our equity for the three months ended March 31, 2025 and 2024 (in thousands, except shares and per share amounts):


	Common Stock			Treasury Stock		Additional Paid-in Capital		Accum. Other Comp. Income (Loss)		Retained Earnings		Total Equity
	Shares	Amount
For the three months ended March 31, 2025:
Balances as of December 31, 2024	22,971,803	$	231	$	(168,843)	$	19,900	$	3,583	$	1,277,594	$	1,132,465
Net income	—	—		—		—		—		120,652		120,652

Dividends paid — $1.60 per share of common stock	—	—		—		—		—		(37,434)		(37,434)
Share-based compensation, net of forfeitures	25,890	—		38,253		(17,778)		—		(15,602)		4,873

Shares exchanged for tax withholdings	(10,448)	—		(14,260)		—		—		—		(14,260)
Periodic pension costs, net of income taxes of $11	—	—		—		—		(39)		—		(39)
Balances as of March 31, 2025	22,987,245	$	231	$	(144,850)	$	2,122	$	3,544	$	1,345,210	$	1,206,257


	Common Stock			Treasury Stock		Additional Paid-in Capital		Accum. Other Comp. Income (Loss)		Retained Earnings		Total Equity
	Shares	Amount
For the three months ended March 31, 2024:
Balances as of December 31, 2023	23,007,681	$	78	$	(144,998)	$	14,613	$	1,831	$	1,171,672	$	1,043,196

SEC Form 10-Q filed by Texas Pacific Land Corporation