Dorchester Minerals (NASDAQ: DMLP) CEO reports unit exercise and tax withholding

Rhea-AI Filing Summary

Dorchester Minerals, L.P. reported an insider equity transaction by its Chief Executive Officer, who filed as a single reporting person. On December 15, 2025, the CEO exercised 4,727 notional units into common units at a stated price of $0, coded as an M transaction, increasing his directly held common units before tax withholding.

On the same date, 1,719 common units were disposed of at $0 in an F-coded transaction to cover tax liabilities related to a common unit grant made on December 15, 2025 under an equity incentive plan. After these transactions, the CEO directly owned 32,718 common units, with an additional 121,197 common units held indirectly through Quiscalus Ventures, LLC, and 4,726 notional units remaining under an equity incentive program that vests in thirds annually starting December 15, 2024.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EHRMAN BRADLEY J

(Last) (First) (Middle)

3838 OAK LAWN AVE

SUITE 300

(Street)

DALLAS TX 75219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DORCHESTER MINERALS, L.P. [ DMLP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units								121,197	I(1)	.
Common Units	12/15/2025		M		4,727	A	$0	34,437	D(2)
Common Units	12/15/2025		F(3)		1,719	D	$0	32,718	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Notional Units	(4)	12/15/2025		M			4,727	(4)	(4)	Common Units	4,727	$0	4,726	D

Explanation of Responses:

1. These common units are held by Quiscalus Ventures, LLC, in which Mr. Ehrman is the sole member.

2. These common units are held by Mr. Ehrman in his individual name, IRA or Keogh Plan.

3. Represents payment of tax liability incident to the grant of common units awarded to the reporting person on December 15, 2025 pursuant to an equity incentive plan, by withholding common units from such grant.

4. Notional Units granted on December 15, 2023, pursuant to the Dorchester Minerals Management LP Equity Incentive program. Each Notional Unit entitles the holder to receive either (1) the number of common units representing limited partnership interests in Dorchester Minerals, L.P. (the "Common Units") equal to the number of Notional Units that become vested or (2) the cash equivalent at the time of vesting of the number of Common Units equal to the number of Notional Units that become vested. One-third of the Notional Units vest on each anniversary of the date of the award agreement over a three year period beginning on December 15, 2024. Vested Notional Units are settled within 60 days after the date on which they vest.

	/s/ Bradley J. Ehrman	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Dorchester Minerals (DMLP) report for its CEO?

The Chief Executive Officer of Dorchester Minerals, L.P. reported exercising 4,727 notional units into common units on December 15, 2025, and a related tax withholding disposal of 1,719 common units on the same date.

How many Dorchester Minerals (DMLP) common units does the CEO own after this Form 4?

Following the reported transactions, the CEO beneficially owned 32,718 common units directly and 121,197 common units indirectly through Quiscalus Ventures, LLC, in which he is the sole member.

What are the notional units referenced in the Dorchester Minerals (DMLP) filing?

The filing describes notional units granted on December 15, 2023 under the Dorchester Minerals Management LP Equity Incentive program. Each notional unit entitles the holder to receive either common units or a cash equivalent upon vesting.

What is the vesting schedule for the CEO’s notional units at Dorchester Minerals (DMLP)?

One-third of the notional units vest on each anniversary of the December 15, 2023 award date, over three years starting on December 15, 2024, with vested units settled within 60 days after vesting.

Why were 1,719 Dorchester Minerals (DMLP) common units disposed of in this report?

The 1,719 common units disposed of in an F-coded transaction represent payment of tax liability related to common units granted to the CEO on December 15, 2025, satisfied by withholding units from that grant.

How many derivative securities does the Dorchester Minerals (DMLP) CEO hold after the transaction?

After the reported exercise of notional units, the CEO held 4,726 notional units as derivative securities beneficially owned.