[8-K] Dorchester Minerals LP Reports Material Event

Rhea-AI Filing Summary

Encompass Capital Advisors LLC and its managing member Todd J. Kantor have filed a Schedule 13G reporting a passive ownership of 5,206,191 Sable Offshore Corp. common shares, representing 5.24 % of the outstanding class as of 17 Jul 2025 (CUSIP 78574H104).

The filing shows shared voting and dispositive power over the entire position and no sole authority. Encompass is classified as an investment adviser (IA), while Kantor is listed as both a control person (HC) and individual (IN). The certification affirms the stake was not acquired to change or influence control of the issuer.

Crossing the 5 % threshold triggers this disclosure under Rule 13d-1; however, no additional financial data, governance proposals, or transactional intentions are provided.

Positive

• Institutional ownership: A respected energy-oriented hedge fund disclosed a 5.24 % stake, signalling external confidence and potentially enhancing share liquidity.

Negative

• Limited influence: The investors hold no sole voting or dispositive power and disclaim any intent to influence control, limiting near-term strategic impact.

Insights

Portfolio Manager

TL;DR: Hedge fund Encompass reveals 5.24 % passive stake; modestly supportive signal, control ambitions denied.

The 13G confirms that Encompass Capital Advisors—an energy-focused hedge fund—now owns just over the 5 % reporting threshold in Sable Offshore. While the position is passive, it indicates institutional confidence in the issuer’s prospects and enlarges SOC’s shareholder base with a specialist investor. Because voting and dispositive power are shared and there is no control intention, immediate governance impact is limited. Nevertheless, new institutional sponsorship can improve liquidity and raise the company’s profile among other investors. From a risk standpoint, Encompass may exit without notice, so the stake should not be viewed as long-term strategic support. Overall impact: modest and informational rather than transformational.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

DORCHESTER MINERALS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		000-50175		81-0551518
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File Number)		Identification No.)

3838 Oak Lawn, Suite 300, Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (214) 559-0300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units Representing Limited Partnership Interest		DMLP		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company             ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

1

Item 2.02 Results of Operations and Financial Condition

The Registrant is furnishing its press release dated July 24, 2025, which announces the Registrant's cash distribution for the quarter ended June 30, 2025.  The press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 24, 2025, the Registrant issued a press release announcing the Registrant’s cash distribution for the quarter ended June 30, 2025. The press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Limitation on Incorporation by Reference:

In accordance with general instructions B.2 and B.6 of Form 8-K, the information disclosed in this report under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated July 24, 2025, announcing the Registrant's cash distribution for the quarter ended June 30, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.   See Item 2.02. Results of Operations and Financial Condition.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DORCHESTER MINERALS, L.P. Registrant by  Dorchester Minerals Management LP its General Partner, by  Dorchester Minerals Management GP LLC its General Partner
Date: July 24, 2025
	By:	/s/ Leslie A. Moriyama
		Leslie A. Moriyama
		Chief Financial Officer

FAQ

How many Sable Offshore (SOC) shares does Encompass Capital Advisors own?

The filing lists 5,206,191 common shares beneficially owned.

What percentage of SOC’s outstanding stock does this represent?

The stake equals 5.24 % of the class.

Is the position passive or activist?

The Schedule 13G certification states the shares are held not for the purpose of influencing control, indicating a passive investment.

Who is Todd J. Kantor in relation to this filing?

Kantor is the Managing Member of Encompass Capital Advisors and is reported as a control person and individual owner of the same stake.

Does Encompass Capital have sole voting power over the SOC shares?

No. The filing shows 0 sole voting power; all 5,206,191 shares are held with shared voting and dispositive power.