Texas Pacific Land Corp

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2025 Business and Financial Performance Highlights(1)

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(1)

All share and share price amounts reflect the three-for-one stock split effected on December 22, 2025.

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(2)

Adjusted EBITDA and free cash flow are non-GAAP financial measures. Reconciliations of non-GAAP measures are provided in Appendix A attached hereto.

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Key Aspects of 2025 Design

Our compensation program design is intended to meet the following objectives:

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Align executives’ financial interests more closely with stockholders;

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Tie a substantial portion of executive compensation with the Company’s performance (both stock price and financial performance) to incorporate risk into the awards, while relying heavily on formulaic incentive compensation;

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Incorporate long-term vesting periods for a substantial portion of executive compensation to help ensure continuity of the management team;

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Ensure transparency for participants and stockholders about how outcomes are determined with an appropriate and competitive level of pay at risk;

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Meet common governance standards for public companies, and assess and control the program to avoid creating undue risk or encouraging excessive risk-taking by executives; and

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Ensure a competitive compensation program.

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We believe that our program, including awards under the Texas Pacific Land Corporation 2021 Incentive Plan (the “2021 Plan”), has an appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk-taking. This program design is consistent with typical practices among our Reference Group (see below) while reflecting the unique aspects of TPL.

Based on positive feedback from our stockholders concerning our 2024 executive compensation program, the Compensation Committee generally maintained the overall compensation program structure in 2025. We have also maintained the key aspects of our compensation program for 2026.

Decision-Making Process

Compensation Philosophy and Approach

TPL’s 2025 executive compensation program was designed to recruit and retain an executive team and to reward performance in achieving TPL’s goal of creating stockholder value. The 2025 executive compensation program consisted principally of a salary, an annual cash incentive (sometimes referred to as awards under a non-equity incentive plan), and long-term share-based compensation as discussed below:

As part of its compensation program, TPL also maintains a qualified defined contribution plan, which is available to employees generally, including the Named Executive Officers. This plan is designed to assist employees in planning for their retirement. TPL also previously maintained a qualified defined benefit pension plan for the benefit of all employees, the Restated Texas Pacific Land Corporation Employees’ Pension Plan (the “Pension Plan”). The Pension Plan was frozen as of December 31, 2024, and in conjunction with freezing the Pension Plan, the Board approved a discretionary contribution to the Named Executive Officers’ 401(k) plan for 2025, as reflected in the Summary Compensation Table below, and to the 401(k) plan for all Company employees for 2025. This discretionary contribution was equal to 6% of total compensation for each eligible participant, subject to the Internal Revenue Service annual compensation limit of $350,000 for each eligible participant. The discretionary contribution for 2025 was made in the first quarter of 2026. As of December 31, 2025, the Pension Plan was terminated. See further discussion of the freezing and termination of the Pension Plan in Note 9, “Pension and Other Postretirement Benefits” in the notes to our consolidated financial statements included in the Annual Report in Part II, Item 8. “Financial Statements and Supplementary Data.”

Consideration of 2025 Say on Pay Vote; Stockholder Engagement

At our November 2025 annual meeting of stockholders, approximately 86% of votes cast voted to approve our 2024 executive compensation program. The Compensation Committee viewed this as support of its approach and philosophy and as a basis for continuing with the compensation program described in this CD&A.

In 2025, we engaged ICR, a strategic communications and advisory firm, to conduct a perception study survey of our stockholders to consider their perspectives on various issues, including strategy, capital allocation, governance and overall performance. Respondents generally acknowledged recent changes such as the declassification of the Board and stockholders’ ability to call a special meeting as positives. Certain respondents also stated that the Company’s conversion to a C-corporation has been a success. Respondents did not provide specific feedback on or suggest any changes to our compensation program.

See “Corporate Governance and Board Structure — Stockholder Engagement and Communications with Directors” on page 61 above for a detailed discussion of the Company’s stockholder engagement efforts, including stockholder engagement regarding executive compensation.