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Texas Pacific Land Corp

For the period ended Nov 6, 2025. Filed Sep 26, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 6, 2025 · Filed Sep 26, 2025

TPL$272.36+0.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

APPENDIX A A-1

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APPENDIX A

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NON-GAAP PERFORMANCE MEASURES

In addition to amounts presented in accordance with GAAP, we also present certain supplemental non-GAAP performance measures. These measures are not to be considered more relevant or accurate than the measures presented in accordance with GAAP. In compliance with the requirements of the SEC, our non-GAAP financial measures are reconciled to net income, the most directly comparable GAAP financial measure. For all non-GAAP financial measures, neither the SEC nor any other regulatory body has passed judgment on these non-GAAP financial measures.

EBITDA, Adjusted EBITDA and Free Cash Flow

EBITDA is a non-GAAP financial measurement of earnings before interest expense, taxes, depreciation, depletion and amortization. Its purpose is to highlight earnings without finance, taxes, and depreciation, depletion and amortization expense, and its use is limited to specialized analysis. We calculate Adjusted EBITDA as EBITDA excluding employee share-based compensation and pension curtailment and settlement gain. The pension curtailment and settlement gain is related to a buyout by a third party of defined benefit obligations under our pension plan and the subsequent freezing of our pension plan, both of which occurred in the fourth quarter of 2024. We have excluded the pension curtailment and settlement gain from the calculation of Adjusted EBITDA as such gain is a non-recurring item and is not related to our core business. The purpose of presenting Adjusted EBITDA is to highlight earnings without non-cash activity such as share-based compensation and/or other non-recurring or unusual items. We calculate free cash flow as Adjusted EBITDA less current income tax expense and capital expenditures. Its purpose is to provide an additional measure of operating performance. We have presented EBITDA, Adjusted EBITDA and free cash flow because we believe that these metrics are useful supplements to net income in analyzing the Company’s operating performance. Our definitions of EBITDA, Adjusted EBITDA and free cash flow may differ from computations of similarly titled measures of other companies.

The following table presents reconciliations of non-GAAP measures to the most directly comparable measures calculated in accordance with GAAP for the year ended December 31, 2024 (in thousands):

​ · ​ · ​ · ​ · Year EndedDecember 31,2024 · ​
​Net income​​​$453,960​​
​Add:​​​​​​​
​Income tax expense​​​​124,861​​
​Depreciation, depletion and amortization​​​​25,162​​
​EBITDA​​​​603,983​​
​Add (deduct):​​​​​​​
​Employee share-based compensation​​​​11,364​​
​Pension curtailment and settlement gain​​​​(4,616)​​
​Adjusted EBITDA​​​​610,731​​
​Deduct:​​​​​​​
​Current income tax expense​​​​(120,257)​​
​Capital expenditures​​​​(29,423)​​
​Free Cash Flow​​​$461,051​​
​A-1​​Texas Pacific Land Corporation | Proxy Statement​

2699 HOWELL STREETSUITE 800DALLAS, TX 75204VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of proxymaterials. Vote by 10:59 p.m. Central Time on November 5, 2025. Have your proxy cardin hand when you access the web site and follow the instructions to obtain your records andto create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reportselectronically via e-mail or the Internet. To sign up for electronic delivery, please follow theinstructions above to vote using the Internet and, when prompted, indicate that you agreeto receive or access proxy materials electronically in future years.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 10:59 p.m. Central Timeon November 5, 2025. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V80006-P36400KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYTEXAS PACIFIC LAND CORPORATIONThe Board of Directors recommends you vote "FOR" each of thefollowing director nominees:1. To elect the nine directors named in the Proxy Statement to serveuntil the 2026 Annual Meeting of Stockholders.Nominees:For Against Abstain1a. Rhys Best1b. Donald G. Cook1c. Barbara Duganier1d. Donna Epps1e. Tyler Glover1f. Karl Kurz1g. Robert Roosa1h. Murray Stahl1i. Marguerite Woung-ChapmanThe Board of Directors recommends you vote "FOR" Proposals2 and 3:For Against Abstain2. To approve, by non-binding advisory vote, the executivecompensation paid to the Company's named executive officers.3. To ratify the appointment of Deloitte & Touche LLP as theCompany's independent registered public accounting firm for thefiscal year ending December 31, 2025.The Board of Directors recommends you vote "AGAINST"Proposal 4:For Against Abstain4. To consider a non-binding stockholder proposal to reduce theownership threshold for stockholders to call a special stockholdermeeting from

25% to 10%.In their discretion, the proxies are authorized to vote upon such otherbusiness as may properly come before the Annual Meeting.Please indicate if you plan to attend the Annual Meeting.Yes NoPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date​

2699 HOWELL STREETSUITE 800DALLAS, TX 75204Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice of Annual Meeting, Proxy Statement and Annual Report are available atwww.proxyvote.com.V80007-P36400TEXAS PACIFIC LAND CORPORATIONAnnual Meeting of StockholdersNovember 6, 2025 11:00 AM CTThis proxy is solicited by the Board of DirectorsThe undersigned stockholder(s) hereby appoint(s) Tyler Glover and Micheal Dobbs, and each of them, as proxies, with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of common stock of TEXAS PACIFIC LAND CORPORATION (the "Company") that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at Omni Dallas Hotel,555 S. Lamar Street, Dallas, TX 75202 at 11:00 AM, Central time on November 6, 2025, and any adjournment, postponement or continuation thereof. All other proxies heretofore given by the undersigned to vote shares of the Company's common stock are expressly revoked hereby.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations indicated on the proxy card. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournment, postponement or continuation thereof.Continued and to be signed on reverse side

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