What changed in DORCHESTER MINERALS, L.P.'s 2024 10-K compared to 2023?

Across the narrative sections we track, DORCHESTER MINERALS, L.P. (DMLP) added 148 paragraphs, removed 135, and edited 125 between the 2023 and 2024 10-K filings. The biggest movers are Item 1A. Risk Factors (+48/−43), Item 7. Management's Discussion & Analysis (+53/−47), Item 2. Properties (+24/−23).

Did DORCHESTER MINERALS, L.P. add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 48 new/edited paragraphs and 43 removed paragraphs versus the 2023 10-K.

What changed in DORCHESTER MINERALS, L.P.'s MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 53 new/edited paragraphs and 47 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did DORCHESTER MINERALS, L.P. update its Cybersecurity disclosure (Item 1C) in 2024?

Item 1C Cybersecurity has 5 paragraph-level changes between the 2023 and 2024 filings.

Where does this DMLP 10-K diff come from?

The source filings are DORCHESTER MINERALS, L.P.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in DORCHESTER MINERALS, L.P.'s 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of DORCHESTER MINERALS, L.P.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+148 added−135 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-22)

Top changes in DORCHESTER MINERALS, L.P.'s 2024 10-K

148 paragraphs added · 135 removed · 125 edited across 8 sections

Item 1A. Risk Factors+48 / −43 · 36 edited
Item 7. Management's Discussion & Analysis+53 / −47 · 45 edited
Item 2. Properties+24 / −23 · 22 edited
Item 1. Business+10 / −9 · 9 edited
Item 5. Market for Registrant's Common Equity+6 / −6 · 6 edited

Item 1. Business

Business — how the company describes what it does

9 edited+1 added−0 removed54 unchanged

2023 filing

2024 filing

Biggest changeOn September 30, 2022, pursuant to a non-taxable contribution and exchange agreement with Excess Energy, LLC, a Texas limited liability company (“Excess”), the Partnership acquired mineral, royalty and overriding royalty interests totaling approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico in exchange for 816,719 common units representing limited partnership interests in the Partnership issued pursuant to the Partnership's registration statement on Form S-4.

Biggest changeOn September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired overriding royalty interests totaling approximately 1,204 net royalty acres located in Weld County, Colorado in exchange for 530,000 common units representing limited partnership interests in the Partnership issued pursuant to the Partnership’s registration statement on Form S-4.

Our compensation and benefit programs include but are not limited to cash and equity bonuses, a SEP IRA pension plan, insurance plans, and long-term incentives. We support employees in continual training and professional skill development. We offer annual training on compliance, safety, and leadership.

Our compensation and benefit programs include but are not limited to cash and equity bonuses, a SEP IRA plan, insurance plans, and long-term incentives. We support employees in continual training and professional skill development. We offer annual training on compliance, safety, and leadership.

The Royalty Properties 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”). 1 Table of Contents Our partnership agreement requires that we make a quarterly distribution in an amount equal to 100% of available cash.

The Royalty Properties consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 594 counties and parishes in 28 states (“Royalty Properties”). 1 Table of Contents Our partnership agreement requires that we make a quarterly distribution in an amount equal to 100% of available cash.

To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payable, in excess of $50,000 in the aggregate at any given time or would constitute "acquisition indebtedness" (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).

To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payables, in excess of $50,000 in the aggregate at any given time or which would constitute "acquisition indebtedness" (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).

Human Capital Resources Employees As of February 22, 2024, the Operating Partnership had 27 full-time employees in our Dallas, Texas corporate office. Our workforce is our most important asset, and we structure compensation and benefit programs to attract and retain high quality colleagues while providing a flexible hybrid work environment.

Human Capital Resources Employees As of February 20, 2025, the Operating Partnership had 27 full-time employees in our Dallas, Texas corporate office. Our workforce is our most important asset, and we structure compensation and benefit programs to attract and retain high quality colleagues while providing a flexible hybrid work environment.

At present, 15,096,531 units remain available under the Partnership’s registration statements. Regulation Many aspects of the production, pricing and marketing of oil and natural gas are regulated by federal and state agencies. Legislation affecting the oil and natural gas industry is under constant review for amendment or expansion, which frequently increases the regulatory burden on affected members of the industry.

Regulation Many aspects of the production, pricing and marketing of oil and natural gas are regulated by federal and state agencies. Legislation affecting the oil and natural gas industry is under constant review for amendment or expansion, which frequently increases the regulatory burden on affected members of the industry.

Royalty revenues from properties operated by Pioneer Natural Resources Company represented approximately 11% of total operating revenues for the year ended December 31, 2023. Competition The oil and natural gas industry is intensely competitive, and we compete with other companies that have greater resources.

Royalty revenues from properties operated by Exxon Mobil Corporation and Diamondback Energy, Inc., together, represented approximately 31% of total operating revenues for the year ended December 31, 2024. Competition The oil and natural gas industry is intensely competitive, and we compete with other companies that have greater resources.

Except in connection with qualifying acquisitions, we do not currently anticipate issuing additional partnership securities. We have effective registration statements registering an aggregate of 20,000,000 common units that may be offered and issued by the Partnership from time to time in connection with asset acquisitions or other business combination transactions.

Except in connection with qualifying acquisitions, we do not currently anticipate issuing additional partnership securities. We have an effective registration statement registering 10,000,000 common units that may be offered and issued by the Partnership from time to time in connection with asset acquisitions or other business combination transactions. At present, 7,340,018 units remain available under the Partnership’s registration statement.

On March 31, 2022, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests representing approximately 3,600 net royalty acres located in 13 counties across Colorado, Louisiana, Ohio, Oklahoma, Pennsylvania, West Virginia and Wyoming in exchange for 570,000 common units representing limited partnership interests in the Partnership issued pursuant to the Partnership's registration statement on Form S-4.

On March 28, 2024, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 1,485 net royalty acres located in two counties in Colorado in exchange for 505,369 common units representing limited partnership interests in the Partnership issued pursuant to the Partnership’s registration statement on Form S-4.

Added

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 issued pursuant to the Partnership’s registration statements on Form S-4.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

36 edited+12 added−7 removed281 unchanged

2023 filing

2024 filing

Biggest changeAlthough it is not possible at this time to predict whether or when Congress may adopt additional climate change legislation, or whether EPA may promulgate additional regulation of GHGs from the oil and natural gas industry, any laws or regulations that may be adopted to restrict or reduce emissions of GHGs could require oil and natural gas operators that develop our properties to incur increased operating costs and could have an adverse effect on demand for the oil and natural gas produced from our properties. 11 Table of Contents It should also be noted that, recently, activists concerned about the potential effects of climate change have directed their attention at sources of funding for fossil fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities.

Biggest changeThough President Trump issued an executive order on January 20, 2025, directing the United States Ambassador to the United Nations to immediately withdraw from the Paris Agreement, it is possible that the Paris Agreement and other domestic and international regulatory requirements will have an adverse effect on the demand for oil and natural gas products. 11 Table of Contents Although it is not possible at this time to predict whether or when Congress may adopt additional climate change legislation, or whether EPA may promulgate additional regulation of GHGs from the oil and natural gas industry, any laws or regulations that may be adopted to restrict or reduce emissions of GHGs could require oil and natural gas operators that develop our properties to incur increased operating costs and could have an adverse effect on demand for the oil and natural gas produced from our properties.

ITEM 1A. RISK FACTORS Risks Related to Our Business Our cash distributions are highly dependent on oil and natural gas prices, which have historically been very volatile. Our quarterly cash distributions depend significantly on the prices realized from the sale of oil and, in particular, natural gas.

Each of these regulations, to the extent that they are reinstated or modified, may result in additional levels of regulation or complexity that could lead to operational delays, increased operating costs and additional regulatory burdens that could make it more difficult to perform hydraulic fracturing and increase costs of compliance. 10 Table of Contents Additionally, certain states in which our properties are located, including Oklahoma, Texas and Wyoming, have adopted, and other states are considering adopting, regulations that could impose more stringent permitting, public disclosure and well construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether.

Each of these regulations, to the extent that they are implemented, reinstated or modified, may result in additional levels of regulation or complexity that could lead to operational delays, increased operating costs and additional regulatory burdens that could make it more difficult to perform hydraulic fracturing and increase costs of compliance. 10 Table of Contents Additionally, certain states in which our properties are located, including Oklahoma, Texas and Wyoming, have adopted, and other states are considering adopting, regulations that could impose more stringent permitting, public disclosure and well construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether.

In November 2021, in connection with Glasgow Climate Pact, the United States and other world leaders made further commitments to reduce GHG emissions, including reducing global methane emissions by at least 30% by 2030 from 2020 levels. More than 150 countries have now signed on to this pledge.

In November 2021, in connection with Glasgow Climate Pact, the United States and other world leaders made further commitments to reduce GHG emissions, including reducing global methane emissions by at least 30 percent by 2030 from 2020 levels. More than 150 countries have now signed on to this pledge.

However, on August 13, 2020, in response to an executive order by former President Trump, the EPA amended the New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether.

However, on August 13, 2020, in response to an executive order by President Trump, the EPA amended the New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether.

Before you invest, you should be aware that the occurrence of any of the events herein described in "Item 1A – Risk Factors" and elsewhere in this report and in the Partnership’s other filings with the Securities and Exchange Commission could substantially harm our business, results of operations and financial condition and that upon the occurrence of any of these events, the trading price of our common units could decline, and you could lose all or part of your investment. 17 Table of Contents ITEM 1B.

Our General Partner is authorized to revise our method of allocation between transferors and transferees, as well as among our other unitholders whose common units otherwise vary during a taxable period, to conform to a method permitted or required by the Code and the regulations or rulings promulgated thereunder. 14 Table of Contents Our unitholders may not be able to deduct losses attributable to their common units.

Our General Partner is authorized to revise our method of allocation between transferors and transferees, as well as among our other unitholders whose common units otherwise vary during a taxable period, to conform to a method permitted or required by the Code and the regulations or rulings promulgated thereunder. 15 Table of Contents Our unitholders may not be able to deduct losses attributable to their common units.

Such a challenge, if successful, could cause our unitholders to recognize more taxable income or less taxable loss on an ongoing basis in respect of their common units. 15 Table of Contents The ratio of the amount of taxable income that will be allocated to a unitholder to the amount of cash that will be distributed to a unitholder is uncertain, and cash distributed to a unitholder may not be sufficient to pay tax on the income we allocate to a unitholder.

Such a challenge, if successful, could cause our unitholders to recognize more taxable income or less taxable loss on an ongoing basis in respect of their common units. 16 Table of Contents The ratio of the amount of taxable income that will be allocated to a unitholder to the amount of cash that will be distributed to a unitholder is uncertain, and cash distributed to a unitholder may not be sufficient to pay tax on the income we allocate to a unitholder.

Further, failure to comply with these laws, regulations and standards may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members to serve on our board of directors or committees or as members of senior management.

Further, failure to comply with these laws, regulations and standards may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members to serve on our board of managers or committees or as members of senior management.

As a result, the future costs and timeliness of providing Schedule K-1 tax statements to our unitholders is uncertain. 13 Table of Contents Tax Risk Factors The tax consequences to a unitholder of the ownership and sale of common units will depend in part on the unitholder ’ s tax circumstances.

As a result, the future costs and timeliness of providing Schedule K-1 tax statements to our unitholders is uncertain. 14 Table of Contents Tax Risk Factors The tax consequences to a unitholder of the ownership and sale of common units will depend in part on the unitholder ’ s tax circumstances.

Prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units. 16 Table of Contents General Risk Factors Public health threats could have an adverse effect on our Partnership, our cash flow and our industry.

Prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units. 17 Table of Contents General Risk Factors Public health threats could have an adverse effect on our Partnership, our cash flow and our industry.

In addition, the United States has been involved in international negotiations regarding GHG reductions under the United Nations Framework Convention on Climate Change (“UNFCCC”). The U.S. was among approximately 195 nations that signed an international accord in December 2015, the so called Paris Agreement, which became effective on November 4, 2016, with the objective of limiting GHG emissions.

At the international level, the United States has been involved in negotiations regarding GHG reductions under the United Nations Framework Convention on Climate Change (“UNFCCC”). The U.S. was among approximately 195 nations that signed an international accord in December 2015, the so called Paris Agreement, which became effective on November 4, 2016, with the objective of limiting GHG emissions.

Under current law, we believe that our royalty income is qualifying income for purposes of Section 7704(d)(1)(E) of the Internal Revenue Code (the “Code”). If the current law remains effective in its current form, we believe we will continue to be able to meet the qualifying income requirement.

Under current law, we believe that our royalty income is qualifying income for purposes of Section 7704(d)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Code”). If the current law remains effective in its current form, we believe we will continue to be able to meet the qualifying income requirement.

Various factors that are beyond our control will affect prices of oil and natural gas, such as: ● the worldwide and domestic supplies of oil and natural gas; ● the ability of the members of the Organization of Petroleum Exporting Countries and others to agree to and maintain oil prices and production controls; ● political instability or armed conflict in oil-producing regions; ● the price and level of foreign imports; ● the level of consumer demand; ● the price and availability of alternative fuels; ● the availability of pipeline capacity; ● weather conditions; ● domestic and foreign governmental regulations and taxes; and ● the overall economic environment.

Various factors that are beyond our control will affect prices of oil and natural gas, such as: ● the worldwide and domestic supplies of oil and natural gas; ● the ability of the members of the Organization of Petroleum Exporting Countries and others to agree to and maintain oil prices and production controls; ● political instability or armed conflict in oil-producing regions; ● the price and level of foreign imports; ● the level of consumer demand; ● the price and availability of alternative fuels; ● the availability of pipeline capacity; ● technological advances affecting energy consumption; ● weather conditions; ● domestic and foreign governmental regulations and taxes; and ● the overall economic environment.

We have no control over the operation of such properties. Risks Inherent In An Investment In Our Common Units Cost reimbursement due our General Partner may be substantial and reduce our cash available to distribute to our unitholders.

We have no control over the operation of such properties. 12 Table of Contents Risks Inherent In An Investment In Our Common Units Cost reimbursement due our General Partner may be substantial and reduce our cash available to distribute to our unitholders.

Accordingly, the continued operation of Dakota Access Pipeline in the future is uncertain. While this litigation does not directly impact our operations, we derive a significant amount of revenue from the Royalty Properties and NPIs we hold in the Bakken region, the region for which the Dakota Access Pipeline is intended to be a key pipeline.

While this litigation does not directly impact our operations, we derive a significant amount of revenue from the Royalty Properties and NPIs we hold in the Bakken region, the region for which the Dakota Access Pipeline is intended to be a key pipeline.

Additionally, on December 2, 2023, the EPA announced a final rule that would expand and strengthen emission reduction requirements for both new and existing sources in the oil and natural gas industry by requiring increased monitoring of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries, and prohibiting venting of natural gas in certain situations.

Additionally, on March 8, 2024, the EPA published a final rule that would expand and strengthen emission reduction requirements for both new and existing sources in the oil and natural gas industry by requiring increased monitoring of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries, and prohibiting venting of natural gas in certain situations.

The adoption of climate change legislation or regulations could result in increased operating costs and reduced demand for the oil and natural gas production from our properties. In recent years, federal, state, and local governments have taken steps to reduce emissions of greenhouse gases (“GHGs”).

Climate change legislation or regulations could result in increased operating costs and reduced demand for the oil and natural gas production from our properties. In recent years, federal, state, and local governments have taken steps to reduce emissions of greenhouse gases (“GHGs”), though policy changes at the federal level have caused uncertainty.

The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA, an analogous state agency, or, in the case of fill material, the United States Army Corps of Engineers (“USACOE”).

On November 28, 2022, the BLM announced a proposed replacement rule to reduce the waste of natural gas from venting, flaring and leaks during oil and gas production activities on federal and Indian lands, which would require the use of upgraded equipment in some cases and would place time and volume limits on royalty-free flaring.

On April 10, 2024, the BLM published a final replacement rule to reduce the waste of natural gas from venting, flaring and leaks during oil and natural gas production activities on federal and Indian lands, which would require the use of upgraded equipment in some cases and would place time and volume limits on royalty-free flaring.

The cash available for distribution that comes from our royalty and mineral interests, including the NPIs, is directly affected by increases in production costs and other costs. Most of these costs are outside of our control, including costs of regulatory compliance and severance and other similar taxes.

Cash distributions are affected by production and other costs, most of which are outside of our control. The cash available for distribution that comes from our royalty and mineral interests, including the NPIs, is directly affected by increases in production costs and other costs.

The rate of inflation in the U.S. has been steadily increasing since 2021 and through 2022. These inflationary pressures may result in increases to the costs of the goods, services and labor used by our operators, which could cause their capital expenditures and operating costs to rise. Sustained levels of high inflation have likewise caused the U.S.

Recently, the U.S. has had periods of high inflation. These inflationary pressures may result in increases to the costs of the goods, services and labor used by our operators, which could cause their capital expenditures and operating costs to rise. Sustained levels of high inflation have likewise caused the U.S.

During 2022 and 2023, multiple global military conflicts arose, causing instability in the international economy which may continue into 2024.

From 2022 through 2024, multiple global military conflicts arose causing instability in the international economy which may continue into 2025.

Most recently, at the 28th Conference of the Parties in the United Arab Emirates, world leaders agreed to transition away from fossil fuels in a just, orderly and equitable manner and to triple renewables and double energy efficiency globally by 2030. Many state and local leaders have stated their intent to intensify efforts to support the international climate commitments.

Finally, climate change may be associated with extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes and snow or ice storms, as well as rising sea levels. Another possible consequence of climate change is increased volatility in seasonal temperatures.

Ultimately, these initiatives could make it more difficult to secure funding for exploration and production activities. Finally, climate change may be associated with extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes and snow or ice storms, as well as rising sea levels. Another possible consequence of climate change is increased volatility in seasonal temperatures.

The Operating Partnership or any transferee may abandon any well or property if it reasonably believes that the well or property can no longer produce in commercially economic quantities. This could result in termination of the NPIs relating to the abandoned well. Cash distributions are affected by production and other costs, most of which are outside of our control.

Our unitholders do not have the right to elect the other managers of the general partner of our General Partner on an annual or any other basis. 12 Table of Contents Our General Partner may not be removed as our general partner except upon approval by the affirmative vote of the holders of at least a majority of our outstanding common units (including common units owned by our General Partner and its affiliates), subject to the satisfaction of certain conditions.

Our General Partner may not be removed as our general partner except upon approval by the affirmative vote of the holders of at least a majority of our outstanding common units (including common units owned by our General Partner and its affiliates), subject to the satisfaction of certain conditions.

During periods of substantial declines in prices, such as in 2020, oil and natural gas operators on our properties may suspend drilling programs, which would impact our revenues and operating income.

Oil and natural gas markets remain subject to price volatility, which may have a material adverse effect on our cash distributions in periods of lower prices. During periods of substantial declines in prices, such as in 2020, oil and natural gas operators on our properties may suspend drilling programs, which would impact our revenues and operating income.

Our unitholders only have the right to annually elect the managers comprising the Advisory Committee of the Board of Managers of the general partner of our General Partner.

Our unitholders only have the right to annually elect the managers comprising the Advisory Committee of the Board of Managers of the general partner of our General Partner. Our unitholders do not have the right to elect the other managers of the general partner of our General Partner on an annual or any other basis.

Also, on November 18, 2016, the BLM finalized a rule to reduce the flaring, venting and leaking of methane from oil and natural gas operations on federal and Indian lands.

Also, on November 18, 2016, the BLM finalized a rule to reduce the flaring, venting and leaking of methane from oil and natural gas operations on federal and Indian lands. On March 28, 2017, President Trump signed an executive order directing the BLM to review the above rules and, if appropriate, to initiate a rulemaking to rescind or revise them.

A coalition of environmentalists, tribal advocates and the State of California filed lawsuits challenging the rule rescission.

Accordingly, on December 29, 2017, the BLM published a final rule to rescind the 2015 hydraulic fracturing rule. A coalition of environmentalists, tribal advocates and the State of California filed lawsuits challenging the rule rescission.

The EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including GHGs, from light-, medium-, and heavy-duty vehicles beginning in model year 2027.

Also, in March 2024, the EPA finalized ambitious rules to reduce harmful air pollutant emissions, including GHGs, from light-, medium-, and heavy-duty vehicles beginning in model year 2027, which could decrease demand for, and in turn the prices of, oil and natural gas and adversely impact our business.

Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors. Ultimately, these initiatives could make it more difficult to secure funding for exploration and production activities.

To the extent the rules are implemented, the Partnership, our operators and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information. Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors.

The new owner of the General Partner would then be in a position to replace the management of our Partnership with its own choices. Our General Partner and its affiliates have conflicts of interests, which may permit our General Partner and its affiliates to favor their own interests to the detriment of unitholders.

The new owner of the General Partner would then be in a position to replace the management of our Partnership with its own choices. A group of unitholders own a large percentage of our units and have the right to appoint a Manager to our Board of Managers and may be able to exert significant influence over certain matters.

Also, on July 24, 2023, the BLM published a proposed rule to update its oil and gas leasing regulations, which would increase bonding requirements and raise royalty rates. At this time, it is uncertain when, or if, the above rules will be implemented or if new requirements will be adopted.

Also, on April 23, 2024, the BLM published a final rule to update its oil and gas leasing regulations, which increases bonding requirements and raises royalty rates.

On January 12, 2024, the EPA announced a proposed rule to implement the methane emissions charge. The methane emissions charge could increase our operators’ costs, which could adversely impact our business, financial condition and cash flows.

In implemented, methane emissions charge could increase our operators’ costs, which could adversely impact our business, financial condition and cash flows. However, on January 20, 2025, President Trump signed multiple executive orders seeking to reverse these climate incentives, including pausing the disbursement of funds under the IRA.

Removed

Thereafter, in 2021, oil and natural gas prices significantly rebounded. Although we continue to see sustained improvements in pricing, on account of a number of factors, the oil and natural gas markets remain subject to price volatility, which may have a material adverse effect on our cash distributions in periods of lower prices.

Added

Most of these costs are outside of our control, including costs of regulatory compliance and severance and other similar taxes.

Removed

Additionally, on April 17, 2023, the EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary.

Added

Thereafter, in 2021, oil and natural gas prices significantly rebounded. However, global military conflicts, fluctuating interest rates, changes in tariff rates, global supply chain disruptions, concerns about a potential economic downturn or recession, recent measures to combat persistent inflation, and actions taken by OPEC and its non-OPEC allies, collectively OPEC+, continued to contribute to economic and pricing volatility during 2024.

Removed

On March 28, 2017, former President Trump signed an executive order directing the BLM to review the above rules and, if appropriate, to initiate a rulemaking to rescind or revise them. Accordingly, on December 29, 2017, the BLM published a final rule to rescind the 2015 hydraulic fracturing rule.

Added

On April 24, 2024, several states challenged the 2024 waste prevention rule in federal court, which has resulted in a preliminary injunction against the BLM enforcing the rule in North Dakota, Texas, Montana, Wyoming, and Utah.

Removed

These incentives and regulations could accelerate the transition of the economy away from the use of fossil fuels towards lower or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, oil and natural gas and adversely impact our business.

Added

The same day, President Trump also issued executive orders to encourage fossil fuel production and exploration on federal lands and waters, while moving away from renewable energy and electric vehicles. Such actions have the potential to impact prior efforts to transition the economy away from the use of fossil fuels and towards lower or zero-carbon emissions alternatives.

Removed

The methane emissions charge would start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025 and be set at $1,500 for 2026 and each year after. Calculation of the fee is based on certain thresholds established in the IRA.

Added

Additionally, the Biden Administration announced a new climate target for the United States on December 19, 2024, which included a 61-66 percent reduction in economy-wide net greenhouse gas emissions by 2035, as compared to 2005 levels. Many state and local leaders have stated their intent to intensify efforts to support the international climate commitments.

Removed

Although these international commitments are not directly binding on companies, additional GHG reduction regulatory requirements may be issued in an effort to help meet the U.S. commitments under the Paris Agreement.

Added

It should also be noted that, recently, activists concerned about the potential effects of climate change have directed their attention at sources of funding for fossil fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities.

Removed

In March 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks and other information. To the extent this rule is finalized as proposed, the Partnership, our operators and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information.

Added

The SEC published final rules on March 28, 2024, relating to the disclosure of a range of climate-related risks and other information. Several lawsuits have been filed challenging the rules. In April 2024, the SEC agreed to pause the rules to facilitate an orderly judicial resolution.

Added

On October 14, 2024, the Standing Rock Sioux Tribe filed a new lawsuit in the U.S. District Court for the District of Columbia, alleging that the USACOE is allowing the pipeline to operate without the necessary easement and without an appropriate environmental impact statement.

Added

The USACOE and Dakota Access Pipeline filed motions to dismiss the case on January 17, 2025, though the matter remains pending. Accordingly, the continued operation of Dakota Access Pipeline in the future is uncertain.

Added

West Texas Minerals LLC and Carrollton Mineral Partners, LP, and certain affiliates, beneficially hold, in the aggregate, approximately 6.9% of our outstanding Units.

Added

These unitholders, acting together, would be able to influence all matters requiring unitholder approval and have the right to appoint a Manager to our Board of Managers, for so long as they collectively hold an aggregate of at least 1,000,000 Units.

Added

For example, these unitholders would be able to influence amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. 13 Table of Contents Our General Partner and its affiliates have conflicts of interests, which may permit our General Partner and its affiliates to favor their own interests to the detriment of unitholders.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−0 removed15 unchanged

2023 filing

2024 filing

Biggest changeWe depend on digital technology in many areas of our business and operations, including, but not limited to, estimating quantities of oil and natural gas reserves, processing and recording financial and operating data, oversight and analysis of drilling, completion and production operations and communications with our employees and third-party customers and services providers.

Biggest changeWe depend on digital technology in many areas of our business and operations, including, but not limited to, estimating quantities of oil and natural gas reserves, processing and recording financial and operating data, oversight and analysis of drilling, completion and production operations and communications with the employees of the Operating Partnership and third party customers and services providers.

Cybersecurity risks are evaluated when determining the selection and oversight of applicable third party service providers and potential fourth party risks when handling and/or processing our employee, business, or customer data.

Such incident responses are managed by our outsourced IT managed services provider, CFO, and department managers, who, together, comprise our primary incident response team. As part of our cybersecurity risk management process, our incident response team logs and tracks privacy and security incidents across the Partnership, vendors, third party service providers, and other business partners.

Such incident responses are managed by our outsourced IT managed services provider, Chief Financial Officer (“CFO”), and department managers, who, together, comprise our primary incident response team. As part of our cybersecurity risk management process, our incident response team logs and tracks privacy and security incidents across the Partnership, vendors, third party service providers, and other business partners.

For more information on our cybersecurity related risks, see "Item 1A – Risk Factors". 18 Table of Contents

For more information on our cybersecurity related risks, see "Item 1A – Risk Factors". 19 Table of Contents

Significant incidents are evaluated by the primary incident response team to determine whether further escalation is appropriate, and any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment and reported to the CEO.

Item 2. Properties

Properties — owned and leased real estate

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2024 filing

Biggest changeRoyalty Net Profits Properties(1) Interest Gross Wells 1,052 126 Net Wells 6 4 Number of States 11 5 Number of Counties/Parishes 63 16 (1) 249 gross and We have and will continue to consider a range of transaction structures for our unleased mineral interests including leasing to third parties, working interest participation through the Operating Partnership, electing non-consent under State laws, or a combination thereof.

Biggest changeWe have and will continue to consider a range of transaction structures for our unleased mineral interests including leasing to third parties, working interest participation through the Operating Partnership, electing non-consent under State laws, or a combination thereof. Oil and Natural Gas Reserves The below table reflects the Partnership's proved developed producing reserves at December 31, 2024.

Productive Well Summary The following table sets forth, as of December 31, 2023, the approximate combined number of producing wells on the properties subject to the NPI. Gross wells refer to wells in which a working interest is owned. Net wells are determined by multiplying gross wells by our working interest in those wells.

Productive Well Summary The following table sets forth, as of December 31, 2024, the approximate combined number of producing wells on the properties subject to the NPI. Gross wells refer to wells in which a working interest is owned. Net wells are determined by multiplying gross wells by our working interest in those wells.

Royalty Properties We own Royalty Properties representing producing and nonproducing mineral, royalty, overriding royalty, net profit and leasehold interests in properties located in 593 counties and parishes in 28 states. Acreage amounts listed herein represent our best estimates based on information provided to us as a royalty owner.

Royalty Properties We own Royalty Properties representing producing and nonproducing mineral, royalty, overriding royalty, net profit and leasehold interests in properties located in 594 counties and parishes in 28 states. Acreage amounts listed herein represent our best estimates based on information provided to us as a royalty owner.

Acreage Summary The following table sets forth, as of December 31, 2023, a summary of our gross and net acres, where applicable, of mineral, royalty, overriding royalty and leasehold interests, and a compilation of the number of counties and parishes and states in which these interests are located. The majority of our net mineral acres are unleased.

Acreage Summary The following table sets forth, as of December 31, 2024, a summary of our gross and net acres, where applicable, of mineral, royalty, overriding royalty and leasehold interests, and a compilation of the number of counties and parishes and states in which these interests are located. The majority of our net mineral acres are unleased.

Acreage Summary The following tables set forth, as of December 31, 2023, information concerning properties owned by the Operating Partnership and subject to the NPI. Acreage amounts listed under “Leasehold” reflect gross acres leased by the Operating Partnership and the working interest share (net acres) in those properties.

Acreage Summary The following tables set forth, as of December 31, 2024, information concerning properties owned by the Operating Partnership and subject to the NPI. Acreage amounts listed under “Leasehold” reflect gross acres leased by the Operating Partnership and the working interest share (net acres) in those properties.

We believe that none of such encumbrances should materially detract from the value of our properties or from our interest in these properties or should materially interfere with their use in the operation of our business. 21 Table of Contents

In the event costs, including budgeted capital expenditures, exceed revenues on a cash basis in a given month for properties subject to a Net Profits Interest, no payment is made, and any deficit is accumulated and reflected in the following month's calculation of net profit.

In the event costs, including budgeted capital expenditures, exceed revenues on a cash basis in a given month for properties subject to the NPI, no payment is made, and any deficit is accumulated and reflected in the following month's calculation of net profit.

The following table sets forth a summary of leases and pooling elections consummated during 2021, 2022 and 2023. 2023 2022 2021 Number 14 31 16 Number of States 3 4 4 Number of Counties/Parishes 11 17 8 Average Royalty(1) 25.0 % 24.2 % 19.9 % Average Bonus, $/acre(1) $ 18,385 $ 10,268 $ 787 Total Lease Bonus (in millions) $ 12.7 $ 8.7 $ 0.8 (1) Based on net acreage weighted average.

The following table sets forth a summary of leases and pooling elections consummated during 2022, 2023 and 2024. 2024 2023 2022 Number 19 14 31 Number of States 4 3 4 Number of Counties 9 11 17 Average Royalty(1) 24.3 % 25.0 % 24.2 % Average Bonus, $/acre(1) $ 532 $ 18,385 $ 10,268 Total Lease Bonus (in millions) $ 0.3 $ 12.7 $ 8.7 (1) Based on net acreage weighted average.

In the event an NPI has a deficit of cumulative revenue versus cumulative costs, the deficit will be borne solely by the Operating Partnership. From a cash perspective, as of December 31, 2023, the Minerals NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, equaling cash on hand of $5.4 million.

In the event the NPI has a deficit of cumulative revenue versus cumulative costs, the deficit will be borne solely by the Operating Partnership. From a cash perspective, as of December 31, 2024, the Minerals NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, equaling cash on hand of $3.5 million.

These leases reflected bonus payments ranging up to $30,000/acre and initial royalty terms ranging up to 25%.

These leases reflected bonus payments ranging up to $5,000/acre and initial royalty terms ranging up to 25%.

Large, multi-well units paid on an aggregate basis are included as one gross well. 20 Table of Contents Drilling Activity The following table sets forth first payments received for new wells on our Royalty Properties and NPI Properties during 2023. The majority of the activity was concentrated in the Bakken region, Permian Basin, and South Texas.

Large, multi-well units paid on an aggregate basis are included as one gross well. 21 Table of Contents New Well Activity The following table sets forth first payments received for new wells on our Royalty Properties and NPI properties during 2024. The majority of the activity was concentrated in the Permian Basin, Bakken region, South Texas, and the Rockies.

State Gross Net State Gross Net Alabama 105,000 8,000 Montana 366,000 81,000 Arkansas 49,000 16,000 Nebraska 3,000 Colorado 53,000 4,000 New Mexico 52,000 3,000 Florida 89,000 25,000 New York 23,000 19,000 Georgia 4,000 1,000 North Dakota 523,000 82,000 Idaho 17,000 2,000 Ohio Illinois 5,000 1,000 Oklahoma 273,000 19,000 Indiana Oregon 6,000 1,000 Kansas 14,000 2,000 Pennsylvania 10,000 6,000 Kentucky 2,000 1,000 South Dakota 55,000 11,000 Louisiana 136,000 3,000 Texas 1,893,000 160,000 Michigan 54,000 3,000 Utah 6,000 Mississippi 81,000 9,000 West Virginia Missouri Wyoming 32,000 2,000 19 Table of Contents Leasing Activity We received $12.7 million during 2023 attributable to lease bonus on 14 leases or extension of existing leases in lands located in 11 counties in three states.

State Gross Net State Gross Net Alabama 105,000 8,000 Montana 366,000 81,000 Arkansas 49,000 16,000 Nebraska 3,000 Colorado 73,000 5,000 New Mexico 58,000 3,000 Florida 89,000 25,000 New York 23,000 19,000 Georgia 4,000 1,000 North Dakota 523,000 82,000 Idaho 17,000 2,000 Ohio Illinois 5,000 1,000 Oklahoma 273,000 19,000 Indiana Oregon 6,000 1,000 Kansas 14,000 2,000 Pennsylvania 10,000 6,000 Kentucky 2,000 1,000 South Dakota 55,000 11,000 Louisiana 136,000 3,000 Texas 2,041,000 171,000 Michigan 54,000 3,000 Utah 6,000 Mississippi 81,000 9,000 West Virginia Missouri Wyoming 32,000 2,000 20 Table of Contents Leasing Activity We received $0.3 million during 2024 attributable to lease bonus on 19 leases or extension of existing leases in lands located in nine counties in four states.

The following table sets forth, as of December 31, 2023, the combined summary of total gross and net acres, where applicable, of mineral, royalty, overriding royalty and leasehold interests in each of the states in which these interests are located.

The following table sets forth, as of December 31, 2024, the combined summary of total gross and net acres, where applicable, of mineral, royalty, overriding royalty and leasehold interests in each of the states in which these interests are located. Overriding royalty interests are only included in gross acre totals.

ITEM 2. PROPERTIES Facilities Our corporate office is located in Dallas, Texas and consists of 11,847 square feet of leased office space. Properties We own two categories of properties: Royalty Properties and Net Profits Interests (“NPI”).

Summary of Oil and Gas Reserves as of Fiscal Year-End All Proved Developed Producing and located in the United States Royalty Properties Net Profits Interests(1) Total Year Oil(2) Natural Gas Oil(2) Natural Gas Oil(2) Natural Gas (mbbls) (mmcf) (mbbls) (mmcf) (mbbls) (mmcf) 2023 6,642 28,138 1,676 5,213 8,318 33,351 2022 7,251 31,946 1,669 7,207 8,920 39,153 2021 7,684 31,364 1,491 6,535 9,175 37,899 (1) Reserves reflect 96.97% of the corresponding amounts assigned to the Operating Partnership’s interests in the properties underlying the Net Profits Interests.

Summary of Oil and Natural Gas Reserves as of Fiscal Year-End All Proved Developed Producing and located in the United States Royalty Properties Net Profits Interests(1) Total Year Oil(2) Natural Gas Oil(2) Natural Gas Oil(2) Natural Gas (mbbls) (mmcf) (mbbls) (mmcf) (mbbls) (mmcf) 2024 9,398 31,651 1,671 3,948 11,069 35,599 2023 6,642 28,138 1,676 5,213 8,318 33,351 2022 7,251 31,946 1,669 7,207 8,920 39,153 (1) Reserves reflect 96.97% of the corresponding amounts assigned to the Operating Partnership’s interests in the NPI properties.

Overriding Mineral Royalty Royalty Leasehold Number of States 28 17 17 8 Number of Counties/Parishes 524 196 150 33 Gross Acres 2,840,000 670,000 320,000 23,000 Net Acres (where applicable) 459,000 - - - Our net interest in production from royalty, overriding royalty and leasehold interests is based on lease royalty and other third party contractual terms, which vary from property to property.

Overriding Mineral Royalty Royalty Leasehold Number of States 28 17 17 8 Number of Counties/Parishes 525 196 151 33 Gross Acres 2,951,000 679,000 370,000 24,000 Net Acres (where applicable) 471,000 - - - Our net interest in production from royalty, overriding royalty and leasehold interests is based on lease royalty and other third party contractual terms, which vary from property to property.

We refer to Dorchester Minerals Operating LP as the “Operating Partnership.” We receive monthly payments from the NPI equaling 96.97% of the net profits actually realized by the Operating Partnership from these properties in the preceding month.

We receive monthly payments from the NPI equaling 96.97% of the net profits realized by the Operating Partnership from these properties in the preceding month.

Productive Wells/Units(1) Gross Net Texas 509 19 North Dakota 492 10 All others 282 9 Total 1,283 38 (1) Defined as all wells/units for which we received production revenue during the calendar year.

Productive Wells/Units(1) Gross Net Texas 543 18 North Dakota 552 11 All others 284 9 Total 1,379 38 (1) Defined as all wells/units for which we received production revenue during the calendar year.

Payments received for shut-in and delay rental payments, coal royalty, surface use agreements, litigation judgments and settlement proceeds are reflected in our accompanying consolidated financial statements in other operating revenues. Net Profits Interests The NPI represents a net profits overriding royalty interest burdening various properties owned by the Operating Partnership.

Copies of the reports prepared by LaRoche Petroleum Consultants, Ltd. are attached hereto as Exhibits 99.1 and 99.2. The Partnership does not have information that would be available to a company with oil and natural gas operations because detailed information is not generally available to owners of royalty interests.

The Partnership does not have information that would be available to a company with oil and natural gas operations because detailed information is not generally available to owners of royalty interests.

Oil and Natural Gas Reserves The below table reflects the Partnership's proved developed producing reserves at December 31, 2023. The reserves are based on the reports of independent petroleum engineering consulting firm LaRoche Petroleum Consultants, Ltd. LaRoche Petroleum Consultants, Ltd. is registered with the Engineering Board of the State of Texas.

The reserves are based on the reports of independent petroleum engineering consulting firm LaRoche Petroleum Consultants, Ltd. (“LPC”), who is registered with the Engineering Board of the State of Texas and has been engaged in the business of oil and natural gas property evaluation since its formation in 1979.

The LaRoche firm has been engaged in the business of oil and natural gas property evaluation since its formation in 1979. Other than our filings with the SEC, we have not filed the estimated proved reserves with, or included them in any reports to, any federal agency.

Other than our filings with the SEC, we have not filed the estimated proved reserves with, or included them in any reports to, any federal agency. Copies of the reports prepared by LPC are attached hereto as Exhibits 99.1 and 99.2.

Removed

Net Profits Interests We own a net profits overriding royalty interest (referred to as the Net Profits Interest, or “NPI”) in various properties owned by Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our General Partner.

Added

Royalty Net Profits Properties(1) Interest Gross Wells 1,943 146 Net Wells 12 2 Number of States 7 5 Number of Counties/Parishes 49 17 (1) 130 gross and less than one net well additions were attributable to acquisitions closed during 2023.

Added

These well additions were in nine counties and parishes and three states. 1,110 gross and eight net well additions were attributable to acquisitions closed during 2024. These well additions were in 15 counties in three states. We anticipate receiving more first payments for new wells attributable to acquisitions closed during 2024 in the first half of 2025.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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2024 filing

Biggest changeITEM 4. MINE SAFETY DISCLOSURES 22 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 22 ITEM 6. [RESERVED] 23 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 24 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 31 ITEM 8.

Biggest changeITEM 4. MINE SAFETY DISCLOSURES 23 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 23 ITEM 6. [RESERVED] 24 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 32 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2024 filing

Biggest changeThe stock performance shown on the graph below is not necessarily indicative of future price performance. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Dorchester Minerals, L.P. $ 100.00 $ 148.89 $ 93.65 $ 186.46 $ 320.36 $ 382.67 Industry Group $ 100.00 $ 105.22 $ 54.25 $ 98.48 $ 155.29 $ 156.30 S&P 500 Index $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21 22 Table of Contents Issuer Purchases of Equity Securities (c) (d) Total Maximum Number of Number Units of Units that Purchased May as Yet Be (a) (b) Part of Purchased Total Average Publicly Under the Number of Price Announced Plans Units Paid Plans or Period Purchased per Unit or Programs Programs October 1, 2023 – October 31, 2023 - N/A - 97,777 (1) November 1, 2023 – November 30, 2023 - N/A - 97,777 (1) December 1, 2023 – December 31, 2023 34,732 (2) $ 31.60 34,732 63,045 (1) Total 34,732 $ 31.60 34,732 63,045 (1) (1) The number of common units that the Operating Partnership may grant under the Dorchester Minerals Operating LP Equity Incentive Program, as amended and restated as of October 4, 2023, which was approved by our common unitholders on May 20, 2015 (the “Equity Incentive Program”), each fiscal year may not exceed 0.333% of the number of common units outstanding at the beginning of the fiscal year.

Biggest changeThe stock performance shown on the graph below is not necessarily indicative of future price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Dorchester Minerals, L.P. $ 100.00 $ 62.90 $ 125.23 $ 215.16 $ 257.02 $ 300.03 Industry Group $ 100.00 $ 51.65 $ 93.09 $ 149.33 $ 150.12 $ 180.02 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 23 Table of Contents Issuer Purchases of Equity Securities (c) (d) Total Maximum Number of Number Units of Units that Purchased May as Yet Be (a) (b) Part of Purchased Total Average Publicly Under the Number of Price Announced Plans Units Paid Plans or Period Purchased per Unit or Programs Programs October 1, 2024 – October 31, 2024 - N/A - 100,259 (1) November 1, 2024 – November 30, 2024 - N/A - 100,259 (1) December 1, 2024 – December 31, 2024 33,454 (2) $ 32.82 33,454 66,805 (1) Total 33,454 $ 32.82 33,454 66,805 (1) (1) The number of common units that our General Partner may grant under the Dorchester Minerals Management LP Equity Incentive Program, as amended and restated as of October 4, 2023, which was approved by our common unitholders on October 4, 2023 (the “Equity Incentive Program”), each fiscal year may not exceed 0.333% of the number of common units outstanding at the beginning of the fiscal year.

The industry peer group we selected is comprised of the following companies: Black Stone Minerals, L.P., Viper Energy Partners, L.P., Sitio Royalties Corp., and Kimbell Royalty Partners, L.P. The Performance Graph assumes $100 was invested in our common units and in each of the other indices described above on December 31, 2018.

The industry peer group we selected is comprised of the following companies: Black Stone Minerals, L.P., Viper Energy, Inc., Sitio Royalties Corp., and Kimbell Royalty Partners, L.P. The Performance Graph assumes $100 was invested in our common units and in each of the other indices described above on December 31, 2019.

Performance Graph The Performance Graph below compares the cumulative five-year total unitholder return on our common units beginning December 31, 2018 and for each subsequent year end through and including December 31, 2023, with cumulative returns of the S&P 500 Index and an industry peer group selected by us.

Performance Graph The Performance Graph below compares the cumulative five-year total unitholder return on our common units beginning December 31, 2019 and for each subsequent year end through and including December 31, 2024, with cumulative returns of the S&P 500 Index and an industry peer group selected by us.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common units trade on the NASDAQ Global Select Market under the ticker symbol “DMLP”. As of December 31, 2023, there were 22,415 common unitholders.

In 2023, the maximum number of common units that could be purchased under the Equity Incentive Program is 127,777 common units. (2) Open-market purchases by the Operating Partnership, an affiliate of the Partnership, pursuant to a Rule 10b5-1 plan adopted on November 10, 2023 for the purpose of satisfying equity awards to be granted pursuant to the Equity Incentive Program.

In 2024, the maximum number of common units that could be purchased under the Equity Incentive Program is 131,812 common units. (2) Open-market purchases by the Operating Partnership, an affiliate of the Partnership, pursuant to a Rule 10b5-1 plan adopted on November 5, 2024 for the purpose of satisfying equity awards to be granted pursuant to the Equity Incentive Program.

Distributions or dividends reinvested has been assumed on the payment date.

Distribution or dividend reinvestments have been assumed on the payment dates.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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2023 filing

2024 filing

Biggest changeYears Ended December 31, Accrual basis sales volumes: 2023 2022 % Change Royalty Properties natural gas sales (mmcf) 5,110 4,416 16 % Royalty Properties oil sales (mbbls) 1,518 1,328 14 % NPI natural gas sales (mmcf) 2,301 1,458 58 % NPI oil sales (mbbls) 740 498 49 % Accrual basis average sales price: Royalty Properties natural gas sales ($/mcf) $ 2.39 $ 5.61 -57 % Royalty Properties oil sales ($/bbl) $ 67.39 $ 81.70 -18 % NPI natural gas sales ($/mcf) $ 2.65 $ 5.92 -55 % NPI oil sales ($/bbl) $ 67.44 $ 80.02 -16 % Comparison of the years ended December 31, 2023 and 2022 The increase in oil sales volumes attributable to our Royalty Properties during 2023 versus 2022 is primarily a result of higher suspense releases on new wells in the Permian Basin, and Bakken region and higher suspense releases on new wells and increased production from acquired wells in South Texas, partially offset by decreased production in the Permian Basin, Bakken region, and the Rockies.

Biggest changeYears Ended December 31, Accrual basis sales volumes: 2024 2023 % Change Royalty Properties natural gas sales (mmcf) 5,680 5,110 11 % Royalty Properties oil sales (mbbls) 1,943 1,518 28 % NPI natural gas sales (mmcf) 2,134 2,301 (7 )% NPI oil sales (mbbls) 645 740 (13 )% Accrual basis average sales price: Royalty Properties natural gas sales ($/mcf) $ 1.37 $ 2.39 (43 )% Royalty Properties oil sales ($/bbl) $ 66.74 $ 67.39 (1 )% NPI natural gas sales ($/mcf) $ 1.54 $ 2.65 (42 )% NPI oil sales ($/bbl) $ 64.02 $ 67.44 (5 )% Comparison of the years ended December 31, 2024 and 2023 The increase in oil sales volumes attributable to our Royalty Properties during 2024 versus 2023 is primarily a result of higher suspense releases on new wells in the Permian Basin and Bakken region, suspense releases on first payments in the Permian Basin from wells acquired in the third quarter of 2024, higher suspense releases on first payments in the Rockies from wells acquired in the third quarter of 2024 and first quarters of 2024 and 2022, and increased baseline production in South Texas from wells acquired in 2023 and 2022, partially offset by lower suspense releases from first payments on acquired wells in South Texas and decreased baseline production in the Permian Basin, Bakken region, and the Rockies, particularly in the fourth quarter of 2024 compared to the same period of 2023.

GAAP”), which requires us to make certain estimates and apply judgments that affect our financial position and results of operations as reflected in our financial statements. Actual results may differ from those estimates. The Partnership’s accounting policies are summarized in Note 2 of the Notes to Consolidated Financial Statements in “Item 8 – Financial Statements and Supplementary Data”.

GAAP”), which requires us to make certain estimates and apply judgments that affect our financial position and results of operations as reflected in our consolidated financial statements. Actual results may differ from those estimates. The Partnership’s accounting policies are summarized in Note 2 of the Notes to Consolidated Financial Statements in “Item 8 – Financial Statements and Supplementary Data”.

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.

Management continually reviews our accounting policies, how they are applied, and how they are reported and disclosed in our financial statements. The following items require significant estimation or judgment: Oil and Natural Gas Properties We utilize the full cost method of accounting for costs related to our oil and natural gas properties.

Management continually reviews our accounting policies, how they are applied, and how they are reported and disclosed in our consolidated financial statements. The following items require significant estimation or judgment: Oil and Natural Gas Properties We utilize the full cost method of accounting for costs related to our oil and natural gas properties.

Accordingly, the Partnership’s revenue contracts for Royalty Properties and NPI do not generate contract assets or liabilities. 25 Table of Contents Results of Operations Normally, our period-to-period changes in net income and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices, and to a lesser extent, by capital expenditures deducted under the NPI calculation.

Accordingly, the Partnership’s revenue contracts for Royalty Properties and NPI do not generate contract assets or liabilities. 26 Table of Contents Results of Operations Normally, our period-to-period changes in net income and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices, and to a lesser extent, by capital expenditures deducted under the NPI calculation.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Objective The following discussion summarizes our results of operations and liquidity and capital resources for the fiscal years ended December 31, 2023 and 2022 and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Objective The following discussion summarizes our results of operations and liquidity and capital resources for the fiscal years ended December 31, 2024 and 2023 and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this Annual Report.

Proceeds received by us from the Royalty Properties during October through December 2023 became part of the fourth quarter distribution paid in early 2024, which is excluded from this 2023 analysis. Distribution Determinations The actual calculation of distributions is performed each calendar quarter in accordance with our partnership agreement.

Proceeds received by us from the Royalty Properties during October through December 2024 became part of the fourth quarter distribution paid in early 2025, which is excluded from this 2024 analysis. Distribution Determinations The actual calculation of distributions is performed each calendar quarter in accordance with our partnership agreement.

During the period October 2022 through September 2023, our Partnership's quarterly distribution payments to limited partners were based on all of its available cash, as defined in "Item 1 – Business". 29 Table of Contents Fourth Quarter 2023 Distribution Indicated Price In an effort to provide information concerning prices of oil and natural gas sales that correspond to our quarterly distributions, management calculates the average price by dividing gross revenues received by the net volumes of the corresponding product without regard to the timing of the production to which such sales may be attributable.

During the period October 2023 through September 2024, our Partnership's quarterly distribution payments to limited partners were based on all of its available cash, as defined in "Item 1 – Business". 30 Table of Contents Fourth Quarter 2024 Distribution Indicated Price In an effort to provide information concerning prices of oil and natural gas sales that correspond to our quarterly distributions, management calculates the average price by dividing gross revenues received by the net volumes of the corresponding product without regard to the timing of the production to which such sales may be attributable.

Net Profits Interests We receive monthly payments from the Operating Partnership equal to 96.97% of the net proceeds actually realized by the Operating Partnership from the properties underlying the Net Profits Interest (or “NPI”). The Operating Partnership retains the 3.03% balance of these net proceeds.

Net Profits Interest We receive monthly payments from the Operating Partnership equal to 96.97% of the net proceeds realized by the Operating Partnership from the properties underlying the Net Profits Interest (or “NPI”). The Operating Partnership retains the 3.03% balance of these net proceeds.

On September 30, 2022, pursuant to a non-taxable contribution and exchange agreement with Excess, the Partnership acquired mineral, royalty and overriding royalty interests totaling approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico in exchange for 816,719 common units representing limited partnership interests in the Partnership valued at $20.4 million and issued pursuant to the Partnership's registration statement on Form S-4.

On September 30, 2022, pursuant to a non-taxable contribution and exchange agreement with Excess Energy, LLC, a Texas limited liability company, the Partnership acquired mineral, royalty and overriding royalty interests totaling approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico in exchange for 816,719 common units representing limited partnership interests in the Partnership valued at $20.4 million and issued pursuant to the Partnership's registration statement on Form S-4.

A discussion of results of operations and liquidity and capital resources for fiscal year 2021 has been omitted from this report but may be found at “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 23, 2023, and is incorporated by reference in this report from such prior Annual Report on Form 10-K.

A discussion of results of operations and liquidity and capital resources for fiscal year 2022 has been omitted from this report but may be found at “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024, and is incorporated by reference in this report from such prior Annual Report on Form 10-K.

These payments were included in the fourth quarter distribution paid February 8, 2024 and are excluded from this 2023 analysis. Royalty Properties Revenues from the Royalty Properties are typically paid to us with proportionate severance (production) taxes deducted and remitted by others.

These payments were included in the fourth quarter distribution paid February 13, 2024 and are excluded from this 2024 analysis. Royalty Properties Revenues from the Royalty Properties are typically paid to us with proportionate severance (production) taxes deducted and remitted by others.

To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payables, in excess of $50,000 in the aggregate at any given time or which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).

To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payables, in excess of $50,000 in the aggregate at any given time or which would constitute “acquisition indebtedness” (as defined in Section 514 of the Code).

General and Administrative Costs In accordance with our partnership agreement, we bear all general and administrative and other overhead expenses subject to certain limitations. We reimburse our General Partner for certain allocable costs, including rent, wages, salaries and employee benefit plans.

The increase in lease bonus revenue from 2022 to 2023 is primarily attributable to receipt of approximately $11.8 million from a lease and lease amendment transaction executed on November 6, 2023, wherein the Partnership leased 243 net acres in two tracts of land in Reagan County, Texas for $30,000 per acre and a 25% royalty and amended an existing lease on two separate tracts of land also totaling 243 net acres in Reagan County, Texas for $18,750 per acre.

The decrease in lease bonus revenue from 2023 to 2024 is primarily attributable to receipt of $11.8 million from a lease and lease amendment transaction executed in 2023, wherein the Partnership leased 243 net acres in two tracts of land in Reagan County, Texas for $30,000 per acre and a 25% royalty and amended an existing lease on two separate tracts of land also totaling 243 net acres in Reagan County, Texas for $18,750 per acre.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes. 2023 Overview Our results during 2023 were mainly affected by industrywide decreases in realized oil and natural gas sales prices versus 2022, partially offset by increases in Royalty Properties and NPI sales volumes from continued drilling activity in the Permian Basin and Bakken region and incremental production from 2022 and 2023 acquisitions.

We intend for this discussion to provide the reader with information that will assist in understanding our consolidated financial statements, the changes in certain key items in those consolidated financial statements from period to period, and the primary factors that accounted for those changes. 2024 Overview Our results during 2024 were mainly driven by increases in Royalty Properties sales volumes from continued drilling activity in the Permian Basin and Bakken region and incremental production from 2023 and 2024 acquisitions, offset by decreases in NPI sales volumes, leasing activity, and lower industrywide realized natural gas sales prices versus 2023.

Final settlement net cash received, net of capitalized transaction costs paid, of $0.5 million is included in the net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

Final settlement net cash received, net of capitalized transaction costs paid, of $0.2 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

While the relationship between the Partnership's cash receipts and the timing of the production of oil and natural gas may be described generally, actual cash receipts may be materially impacted by purchasers’ release of suspended funds and by prior period adjustments. Cash receipts attributable to the Partnership's Royalty Properties during the 2023 fourth quarter totaled $28.3 million.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $0.8 million are included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $8.8 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

The wells were located in 65 counties and parishes in 11 states with the majority of the activity concentrated in the Bakken region, Permian Basin, and South Texas. Included in these totals are wells in which we own both a royalty interest and a net profits interest.

The wells were located in 53 counties and parishes in eight states with the majority of the activity concentrated in the Permian Basin, Bakken region, South Texas, and the Rockies. Included in these totals are wells in which we own both a royalty interest and a net profits overriding royalty interest.

Net cash provided by operating activities decreased 5% from 2022 to 2023.

Net cash provided by operating activities decreased 5% from 2023 to 2024.

The increase in natural gas sales volumes attributable to our Royalty Properties during 2023 compared to 2022 is primarily a result of higher suspense releases on new wells in the Permian Basin, East Texas, and Mid-Continent and higher suspense releases on new wells and increased production from acquired wells in South Texas, partially offset by decreased production in the Permian Basin, Mid-Continent, and Southeast, lower suspense releases on new wells in the Rockies, and natural production declines in the Barnett Shale and Fayetteville Shale.

The increase in natural gas sales volumes attributable to our Royalty Properties during 2024 compared to 2023 is primarily attributable to higher baseline production and higher suspense releases on new wells in the Permian Basin, suspense releases on first payments in the Permian Basin from wells acquired in the third quarter of 2024, higher suspense releases on first payments in the Rockies from wells acquired in the first and third quarters of 2024, higher suspense releases on first payments and increased baseline production in East Texas from wells acquired in 2022, and increased baseline production in the Mid-Continent, partially offset by decreased baseline production and lower suspense releases from first payments on acquired wells in South Texas and decreased production from legacy wells in the Rockies, Fayetteville Shale, Barnett Shale, and Southeast.

After deduction of the costs described above, including cash reserves, our net cash receipts from the Royalty Properties during October 2022 through September 2023 were $97.8 million, of which $93.8 million (96%) was distributed to the limited partners and $3.9 million (4%) was distributed to the General Partner.

After deduction of the costs described above, including cash reserves, our net cash receipts from the Royalty Properties during October 2023 through September 2024 were $128.0 million, of which $122.9 million (96%) was distributed to the limited partners and $5.1 million (4%) was distributed to the General Partner.

The increase is primarily attributable to higher compensation expenses due to market adjustments and an expanded Operating Partnership equity program designed for employee retention, increased professional services fees, and one-time, non-recurring professional services expenses of $1.2 million related to an unsuccessful acquisition in the first nine months of 2023.

The increase is primarily attributable to higher compensation expenses due to market adjustments, increased bonuses and an expanded Equity Incentive Program designed for employee retention, and increased legal and other professional services fees, partially offset by a decrease resulting from one-time, non-recurring professional services expenses of $1.2 million related to an unsuccessful acquisition in the first nine months of 2023.

The Operating Partnership made NPI payments to us totaling $38.1 million during October 2022 through September 2023, which payments reflected 96.97% of total net proceeds of $39.3 million realized from September 2022 through August 2023. Net proceeds realized by the Operating Partnership during September through November 2023 were reflected in NPI payments made during October through December 2023.

The Operating Partnership made NPI payments to us totaling $23.9 million during October 2023 through September 2024, which payments reflected 96.97% of total net proceeds of $24.6 million realized from September 2023 through August 2024. Net proceeds realized by the Operating Partnership during September through November 2024 were reflected in NPI payments made during October through December 2024.

Contributed cash delivered at closing, net of capitalized transaction costs paid, of $0.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $4.4 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

We adjust our depletion rate each quarter for significant changes in our estimates of oil and natural gas reserves, including acquisitions. General and administrative expenses increased 36% from 2022 to 2023.

We adjust our depletion rate each quarter for significant changes in our estimates of oil and natural gas reserves, including recent acquisitions and suspense releases on new wells. General and administrative expenses increased 7% from 2023 to 2024.

Approximately 72% of these receipts reflect oil sales during September 2023 through November 2023 and natural gas sales during August 2023 through October 2023, and approximately 28% from prior sales periods. The average indicated prices for oil and natural gas sales attributable to the Royalty Properties during the 2023 fourth quarter were $71.79/bbl and $2.17/mcf, respectively.

Approximately 68% of these receipts reflect oil sales during September 2024 through November 2024 and natural gas sales during August 2024 through October 2024, and approximately 32% from prior sales periods. The average indicated prices for oil and natural gas sales attributable to the Royalty Properties during the 2024 fourth quarter were $64.25/bbl and $1.22/mcf, respectively.

The increase in oil and natural gas sales volumes attributable to our NPI properties during 2023 is primarily a result of increased production and higher suspense releases on new wells in the Permian Basin and Bakken region.

The decrease in oil sales volumes attributable to our NPI properties during 2024 versus 2023 is primarily the result of lower suspense releases on new wells in the Permian Basin, partially offset by increased baseline production in the Permian Basin and Bakken region and higher suspense releases on new wells in the Bakken region.

We currently expect to have sufficient liquidity to fund our distributions to unitholders and operations despite potential material uncertainties that may impact us as a result of the spread of COVID-19 and any ongoing variants and increased oil and natural gas market volatility caused by the Russian invasion of Ukraine, the conflict between Israel and Hamas and the recent rise in inflation and interest rates.

We currently expect to have sufficient liquidity to fund our distributions to unitholders and operations despite potential material uncertainties that may impact us as a result of increased oil and natural gas market volatility caused by ongoing global military conflicts, global supply chain disruptions and the recent rise in inflation and interest rates.

Cash receipts attributable to the Partnership's NPI during the 2023 fourth quarter totaled $4.6 million. Approximately 77% of these receipts reflect oil sales and natural gas sales during August 2023 through October 2023, and approximately 23% from prior sales periods. The average indicated prices for oil and natural gas sales attributable to the NPI were $68.55/bbl and $2.17/mcf, respectively.

Cash receipts attributable to the Partnership's NPI during the 2024 fourth quarter totaled $5.4 million. Approximately 61% of these receipts reflect oil and natural gas sales during August 2024 through October 2024, and approximately 39% from prior sales periods. The average indicated prices for oil and natural gas sales attributable to the NPI were $63.93/bbl and $1.24/mcf, respectively.

The following calculation covering the period October 2022 through September 2023 demonstrates the method: In Thousands Limited General Partners Partner 4% of net cash receipts from Royalty Properties $ - $ 3,910 96% of net cash receipts from Royalty Properties 93,846 - 1% of NPI payments to our Partnership - 381 99% of NPI payments to our Partnership 37,718 - Total distributions $ 131,564 $ 4,291 Operating Partnership share (3.03% of net proceeds) 1,190 Total General Partner share $ 5,481 % of total 96 % 4 % In summary, our limited partners received 96%, and our General Partner received 4% of the net cash generated by our activities and those of the Operating Partnership during this period.

The following calculation covering the period October 2023 through September 2024 demonstrates the method: In Thousands Limited General Partners Partner 4% of net cash receipts from Royalty Properties $ - $ 5,120 96% of net cash receipts from Royalty Properties 122,879 - 1% of NPI payments to our Partnership - 239 99% of NPI payments to our Partnership 23,643 - Total distributions $ 146,522 $ 5,359 Operating Partnership share (3.03% of net proceeds) 746 Total General Partner share $ 6,105 % of total 96 % 4 % In summary, our limited partners received 96%, and our General Partner received 4% of the net cash generated by our activities and those of the Operating Partnership during this period.

The decrease is primarily due to lower revenue receipts attributable to our Royalty Properties, net of production and operating expenses, and higher general and administrative expenses, partially offset by higher NPI payment receipts and higher lease bonus receipts. 26 Table of Contents Acquisitions for Units On September 29, 2023, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired mineral and royalty interests totaling approximately 716 net royalty acres located in three counties in Texas in exchange for 494,000 common units representing limited partnership interests in the Partnership valued at $14.4 million and issued pursuant to the Partnership’s registration statement on Form S-4.

On September 29, 2023, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired mineral and royalty interests totaling approximately 716 net royalty acres located in three counties in Texas in exchange for 494,000 common units representing limited partnership interests in the Partnership valued at $14.4 million and issued pursuant to the Partnership’s registration statement on Form S-4.

This reimbursement is limited to an amount equal to the sum of 5% of our distributions plus certain costs previously paid. Through December 31, 2023, the reimbursement amounts actually paid or accrued were less than the limitation. 30 Table of Contents

This reimbursement is limited to an amount equal to the sum of 5% of our distributions plus certain costs previously paid. For the year ended December 31, 2024, the reimbursement amounts actually paid or reserved did not exceed the limitation. 31 Table of Contents

On March 31, 2022, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests representing approximately 3,600 net royalty acres located in 13 counties across Colorado, Louisiana, Ohio, Oklahoma, Pennsylvania, West Virginia and Wyoming in exchange for 570,000 common units representing limited partnership interests in the Partnership valued at $14.8 million and issued pursuant to the Partnership’s registration statement on Form S-4.

On March 28, 2024, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 1,485 net royalty acres located in two counties in Colorado in exchange for 505,369 common units representing limited partnership interests in the Partnership valued at $17.0 million and issued pursuant to the Partnership’s registration statement on Form S-4.

Liquidity and Working Capital Cash and cash equivalents were $47.0 million as of December 31, 2023 and $40.8 million as of December 31, 2022. 28 Table of Contents Distributions Distributions to limited partners and the General Partner related to cash receipts were as follows: In Thousands Per Unit Limited General Year Quarter Record Date Payment Date Amount Partners Partner 2022 4th January 30, 2023 February 9, 2023 $ 0.884339 $ 33,933 $ 1,117 2023 1st May 1, 2023 May 11, 2023 $ 0.989656 37,975 1,035 2023 2nd July 31, 2023 August 10, 2023 $ 0.676818 26,203 931 2023 3rd October 30, 2023 November 9, 2023 $ 0.845120 33,453 1,208 Total distributions paid in 2023 $ 131,564 $ 4,291 2023 4th January 29, 2024 February 8, 2024 $ 1.007874 $ 39,895 $ 1,517 In general, the limited partners are allocated 96% of the Royalty Properties’ net receipts and 99% of NPI net receipts.

Liquidity and Working Capital Cash and cash equivalents were $42.5 million as of December 31, 2024 and $47.0 million as of December 31, 2023. 29 Table of Contents Distributions Distributions to limited partners and the General Partner related to cash receipts were as follows: In Thousands Per Unit Limited General Year Quarter Record Date Payment Date Amount Partners Partner 2023 4th January 29, 2024 February 8, 2024 $ 1.007874 $ 39,895 $ 1,517 2024 1st April 29, 2024 May 9, 2024 $ 0.781837 31,343 1,092 2024 2nd July 29, 2024 August 8, 2024 $ 0.702058 28,144 974 2024 3rd October 28, 2024 November 7, 2024 $ 0.995785 47,140 1,776 Total distributions paid in 2024 $ 146,522 $ 5,359 2024 4th February 3, 2025 February 13, 2025 $ 0.739412 $ 35,004 $ 1,291 In general, the limited partners are allocated 96% of the Royalty Properties’ net receipts and 99% of NPI net receipts.

The decrease is primarily a result of lower proportionate production taxes due to lower oil and natural gas sales revenue attributable to our Royalty Properties resulting from lower realized oil and natural gas sales prices, partially offset by higher oil and natural gas volumes. Depreciation, depletion and amortization increased 38% from 2022 to 2023.

The increase is primarily a result of higher proportionate oil production taxes due to higher oil sales revenue attributable to our Royalty Properties and higher proportionate post-production costs, such as compression, transportation, processing, and marketing, due to higher oil and natural gas sales volumes attributable to our Royalty Properties. Depreciation, depletion and amortization increased 62% from 2023 to 2024.

The Texas Administrative Code provides such income is sourced according to the principal place of business of the Partnership, which would be the state of Texas.

The Texas Administrative Code provides such income is sourced according to the principal place of business of the Partnership, which would be the state of Texas. Each unitholder is urged to consult an independent tax advisor regarding the requirements for filing state income, franchise and Texas margin tax returns.

Significant results include the following: ● Net income of $114.1 million; ● Distributions of $131.6 million to our limited partners; ● Acquisition of mineral and royalty interests representing approximately 716 net royalty acres located in three counties in Texas in exchange for 494,000 common units representing limited partnership interests in the Partnership valued at $14.4 million and issued pursuant to the Partnership's registration statement on Form S-4; ● Acquisition of mineral and royalty interests representing approximately 568 net royalty acres located in three counties across Texas in exchange for 374,000 common units representing limited partnership interests in the Partnership valued at $10.4 million and issued pursuant to the Partnership's registration statement on Form S-4; ● Acquisition of mineral and royalty interests representing approximately 900 net royalty acres located in 13 counties and parishes across Louisiana, New Mexico, and Texas in exchange for 343,750 common units representing limited partnership interests in the Partnership valued at $11.0 million and issued pursuant to the Partnership's registration statement on Form S-4; ● First payments on 1,052 gross and six net new wells on our Royalty Properties, of which 612 gross and two net wells were attributable to our 2022 and 2023 acquisitions, and 126 gross and four net new wells on our NPI Properties.

Significant results include the following: ● Net income of $92.4 million; ● Distributions of $146.5 million to our limited partners; ● Acquisition of 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; ● Acquisition of overriding royalty interests representing approximately 1,204 net royalty acres located in Weld County, Colorado in exchange for 530,000 common units representing limited partnership interests in the Partnership valued at $16.0 million and issued pursuant to the Partnership's registration statement on Form S-4; ● Acquisition of mineral interests representing approximately 1,485 net royalty acres located in two counties in Colorado in exchange for 505,369 common units representing limited partnership interests in the Partnership valued at $17.0 million and issued pursuant to the Partnership's registration statement on Form S-4; and ● First payments on 1,943 gross and 12 net new wells on our Royalty Properties, of which 1,240 gross and eight net wells were attributable to our 2023 and 2024 acquisitions, and 146 gross and two net new wells on our NPI properties.

Texas Margin Tax Texas imposes a franchise tax (commonly referred to as the Texas margin tax) at a rate of 0.75% on gross revenues less certain deductions, as specifically set forth in the Texas margin tax statute.

Final settlement net cash received, net of capitalized transaction costs paid, of $0.5 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023. 28 Table of Contents Texas Margin Tax Texas imposes a franchise tax (commonly referred to as the Texas margin tax) at a rate of 0.75% on gross revenues less certain deductions, as specifically set forth in the Texas margin tax statute.

Each unitholder is urged to consult an independent tax advisor regarding the requirements for filing state income, franchise and Texas margin tax returns. 27 Table of Contents Liquidity and Capital Resources Capital Resources Our primary sources of capital, on both a short-term and long-term basis, are our cash flows from the Royalty Properties and the NPI.

Liquidity and Capital Resources Capital Resources Our primary sources of capital, on both a short-term and long-term basis, are our cash flows from the Royalty Properties and the NPI.

Of the total, $11.8 million was attributable to a lease on 243 net acres in two tracts of land in Reagan County, Texas for $30,000 per acre and a 25% royalty and an amendment to an existing lease on two separate tracts of land also totaling 243 net acres in Reagan County, Texas for $18,750 per acre. 24 Table of Contents Critical Accounting Estimates The Partnership’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United State (“U.S.

Wells with such overlapping interests are counted in both categories. 25 Table of Contents Critical Accounting Estimates The Partnership’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United State (“U.S.

Removed

Wells with such overlapping interests are counted in both categories; ● Total lease bonus of $12.7 million includes consummation of leases or extension of existing leases of our mineral interest in undeveloped properties located in 11 counties in three states.

Added

The decrease in natural gas sales volumes attributable to our NPI properties during 2024 compared to 2023 is primarily the result of lower suspense releases on new wells in the Permian Basin and Mid-Continent, partially offset by higher suspense releases on new wells in the Bakken region and increased baseline production in the Permian Basin, Bakken region, and Mid-Continent.

Removed

This is compared to receipt of approximately $7.3 million from a lease executed on September 30, 2022, wherein the Partnership leased 243 net acres in two tracts of land in Reagan County, Texas for $30,000 per acre and a 25% royalty. Production taxes and operating expenses decreased a combined 5% from 2022 to 2023.

Added

Production taxes and operating expenses increased a combined 19% from 2023 to 2024.

Added

Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of reserves extracted during such period, calculated on a units-of-production basis. Estimates of proved developed producing reserves are a major component in the calculation of depletion.

Added

The decrease is primarily due to lower NPI payment receipts and lower lease bonus receipts, partially offset by higher revenue receipts attributable to our Royalty Properties, net of production and operating expenses. 27 Table of Contents Acquisitions for Units 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.

Added

On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired overriding royalty interests totaling approximately 1,204 net royalty acres located in Weld County, Colorado in exchange for 530,000 common units representing limited partnership interests in the Partnership valued at $16.0 million and issued pursuant to the Partnership’s registration statement on Form S-4.

Added

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $1.4 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2024.

Added

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed18 unchanged

2023 filing

2024 filing

Biggest changeFurthermore, during 2022 and 2023, multiple global military conflicts arose, causing instability in the international economy which may lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.

Biggest changeFurthermore, from 2022 through 2024, multiple global military conflicts arose, causing instability in the international economy which may lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.

Top changes in DORCHESTER MINERALS, L.P.'s 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other DMLP 10-K year-over-year comparisons