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): October 13, 2023

Texas Pacific Land Corporation

(Exact Name of Registrant as Specified in its Charter)

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:

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:

(e)       On October 13, 2023, Texas Pacific Land Corporation (the “Company”) entered into amended and restated employment agreements between the Company and each of Tyler Glover, the Company’s Chief Executive Officer, Chris Steddum, the Company’s Chief Financial Officer, and Micheal W. Dobbs, the Company’s Senior Vice President, General Counsel and Secretary (the “2023 Glover Amendment”, the “2023 Steddum Amendment” and the “2023 Dobbs Amendment”), respectively, and, collectively, the “2023 Amendments”). The 2023 Amendments provide for (i) enhanced benefits on a severance of employment in connection with a change in control, (ii) an expanded definition of change in control, (iii) certain changes to clarify and make more objectively determinable the definition of termination for Cause and to expand the definition of resignation for Good Reason, (iv) mutual nondisparagement provisions between the Company, members of the Board of Directors, and the employee, (v) indemnification by the Company for expenses incurred by the employee to enforce rights under the agreement, and (vi) an extension of the term of the agreement through December 31, 2026.

The foregoing description of the 2023 Glover Amendment, the 2023 Steddum Amendment, and the 2023 Dobbs Amendment are qualified by the full text of each such amendment, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated by reference herein.

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.