DORCHESTER MINERALS, L.P.

Description of the Business

Dorchester Minerals, L.P. (the “Partnership”) is a publicly traded Delaware limited partnership that commenced operations on* January 31, 2003.Our business may*be described as the acquisition, ownership and administration of Royalty Properties (which consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 593 counties and parishes in 28 states (“Royalty Properties”)) and net profits overriding royalty interests (referred to as the “Net Profits Interest”, or “NPI”).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements donot include all of the disclosures required for complete annual financial statements prepared in conformity with U.S. GAAP. 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. Interim period results arenot necessarily indicative of the results for the calendar year. Per unit information is calculated by dividing the income or loss applicable to holders of the Partnership’s common units by the weighted average number of units outstanding. The Partnership hasno potentially dilutive securities and, consequently, basic and diluted income per unit donot 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. 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 hadno effect on total assets, total liabilities, shareholders’ equity, net income, or cash flows for any periods presented.

The Partnership’s significant accounting policies are described in Note2 of the consolidated financial statements included in the Partnership’s Annual Report on Form10‑K for the year ended* December 31, 2025.There have beenno* changes in such policies or the application of such policies during thesix months ended* June**30,* 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. The Partnership evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Partnership considers reasonable in each circumstance. Any effects on the Partnership’s business, financial position, or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. 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:

Revenues— The following table disaggregates the Partnership’s oil and natural gas revenues from production on the Royalty Properties for thethree andsix months ended* June**30,* 2026 and2025:

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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 (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU2025-05”), 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 didnot* have a material effect on the Partnership’s financial statements.

Accounting PronouncementsNot* Yet Adopted*

In* November 2024,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses” (“ASU2024-03”), which requires public entities to disclose additional information about certain costs and expenses included in relevant expense captions presented on the income statement. ASU2024-03 is effective for annual periods beginning after* December15,* 2026, and for interim periods within annual reporting periods beginning after* December15,* 2027, with early adoption permitted. Management is evaluating ASU2024-03 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 (Topic270*): Narrow-Scope Improvements” (“ASU2025-11”), which improves the guidance in Topic270 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. ASU2025-11 is effective for interim reporting periods within annual reporting periods beginning after* December 15, 2027,with early adoption permitted. Management is evaluating ASU2025*-11 to determine its impact on the Partnership’s disclosures.

The Partnership considers the applicability and impact of all ASUs. There areno other recent accounting pronouncementsnot yet adopted that are expected to have a material effect on the Partnership upon adoption

On* July 31, 2026,pursuant to a non-taxable contribution and exchange agreement with multiple unrelatedthird* parties, the Partnership acquired mineral and royalty interests totaling approximately 3,100 net royalty acres located infive counties across the Williston Basin in North Dakota in exchange for 835,958 common units representing limited partnership interests in the Partnership valued at $23.1 million and issued pursuant to the Partnership’s registration statement on Form S-4. At closing, in addition to conveying mineral and royalty interests to the Partnership, the contributors delivered funds to the Partnership in an amount equal to their cash receipts during the period from* April 1, 2026through June 30, 2026of $3.6 million, which will be included in the calculation of the Partnership’sthird* quarter2026 cash distribution to unitholders.

On* August29,* 2025, pursuant to a non-taxable contribution and exchange agreement with multiple unrelatedthird 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. We believe that the acquisition is considered complementary to our business. The transaction was accounted for as an acquisition of assets under U.S. GAAP. 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. Oil and natural gas properties, at cost, on the consolidated balance sheet as of* December 31, 2025includes $19.7 million of net capitalized costs attributable to proved oil and natural gas properties acquired in the transaction. Final settlement net cash received of $4.0 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for thesix* months ended* June30,* 2026.

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. The transaction was accounted for as an acquisition of assets under U.S. GAAP. 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. Final settlement net cash received, net of capitalized transaction costs paid, of $2.0 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for thesix* months ended* June**30,* 2025.

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 andnone of which are believed to have any significant effect on consolidated financial position, cash flows, or operating results. During thefirst quarter of2026, our Partnership and the Operating Partnership entered into a settlement and mutual release agreement with unrelatedthird 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 were included in the calculation of the* April 2026*NPI payment.

On* July23,* 2026, the Partnership announced its cash distribution for thesecond quarter of2026 of $1.272943 per common unit, representing activity for thethree-month period ended* June30,* 2026, payable to common unitholders of record as of* August3,* 2026. This distribution will be paid on* August13,* 2026. The partnership agreement requires the next cash distribution to be paid by* November**14,* 2026.

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The Partnership operates in asingle operating and reportable segment. The Partnership’s Chief Executive Officer (“CEO”) has been determined to be the chief operating decision maker of the Partnership. The CEO uses net income to assess financial performance and allocate resources on a consolidated basis. 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. There areno other significant segment expenses or other segment items that would require disclosure.

The Partnership leases its office space at3838 Oak Lawn Avenue, Suite300, Dallas, Texas (the “Office Lease”). Thethird amendment to the Office Lease was executed in* April 2017for a term of 129 months, beginning June 1, 2018and expiring February 28, 2029.At lease commencement, the Partnership concluded the Office Lease was an operating lease. Under thethird* amendment to the Office Lease, monthly rental payments range from approximately $25,000 to $30,000.

In* May 2026,the Partnership executed thefourth* amendment to the Office Lease, extending the lease term for an additional 86 months, beginning* March 1, 2029and expiring April 30, 2036.Monthly rental payments under thefourth* amendment range from approximately $45,000 to $52,000.

Upon commencement of thefourth amendment, the Partnership concluded that the amendment constituted a lease modification and didnot represent a separate contract under ASC842 as the amendment didnot grant the Partnership additional right of usenot included in the existing Office Lease. As thefourth amendment didnot represent a separate contract and extended the contractual term of the existing Office Lease, the Partnership reassessed the classification of the Office Lease and concluded that it continues to be an operating lease. Therefore, upon the effective date of the modification, the Partnership remeasured the operating lease liability using a discount rate of 7% and recognized a corresponding adjustment to the operating lease right-of-use asset. As the Office Lease doesnot provide an implicit rate of return and as the Partnership is precluded from incurring any borrowings above a nominal amount under its partnership agreement, the Partnership used a discount rate commensurate with the incremental borrowing rate of a group of peers based on information available at the application date in determining the present value of lease payments. The modification was accounted for as a non-cash exchange in which the Partnership obtained additional operating lease right-of-use asset in exchange for the remeasured operating lease liability. The non-cash exchange resulted in an increase of $2.8 million to both the operating lease right-of-use asset and operating lease liability on the condensed consolidated balance sheet.

Maturities of lease liabilities under thefourth amendment to the Office Lease are as follows:

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