Texas Pacific Land Corp (TPL) CAO receives RSUs, settles share taxes

Rhea-AI Filing Summary

Texas Pacific Land Corp’s Chief Accounting Officer Stephanie Buffington reported multiple equity compensation transactions. On February 13, 2026, 864 Restricted Stock Units (RSUs) were converted into 864 shares of common stock, with 383 shares withheld at $432.31 per share to cover tax obligations.

On February 15, 2026, another 255 RSUs were converted into common stock, with 113 shares similarly withheld for taxes at $432.31 per share. She also received a new grant of 938 RSUs, which vest in installments through 2029, and now directly owns 3,741 shares of common stock.

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^*

BUFFINGTON STEPHANIE

(Last) (First) (Middle)

C/O TEXAS PACIFIC LAND CORPORATION

2699 HOWELL STREET, SUITE 800

(Street)

DALLAS TX 75204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Texas Pacific Land Corp [ TPL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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 Stock	02/13/2026		M		864	A	(1)	3,982	D
Common Stock	02/13/2026		F		383(2)	D	$432.31	3,599	D
Common Stock	02/15/2026		M		255	A	(1)	3,854	D
Common Stock	02/15/2026		F		113(2)	D	$432.31	3,741	D

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
Restricted Stock Units	(3)	02/13/2026		M			864	(3)	(3)	Common Stock	864	$0	864	D
Restricted Stock Units	(4)	02/15/2026		M			255	(4)	(4)	Common Stock	255	$0	516	D
Restricted Stock Units	(5)	02/15/2026		A		938		(5)	(5)	Common Stock	938	$0	938	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.

2. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person.

3. Each RSU has a value equal to one share of common stock. Of such RSUs, 864 vested on February 13, 2026 and 864 vest on February 13, 2027.

4. Each RSU has a value equal to one share of common stock. Of such RSUs, 255 vested on February 15, 2026 and 258 vest on February 15 of each of 2027 and 2028.

5. Each RSU has a value equal to one share of common stock. Of such RSUs, 312 vest on February 15, 2027 and 313 vest on February 15 of each of 2028 and 2029.

Remarks:

	/s/ Micheal W. Dobbs, attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did TPL’s Chief Accounting Officer report on this Form 4?

Stephanie Buffington reported RSU conversions into common stock and related tax-withholding share dispositions. These transactions reflect routine equity compensation activity rather than open-market buying or selling, with shares delivered and withheld to satisfy vesting and tax obligations in February 2026.

How many Restricted Stock Units were granted to TPL’s Stephanie Buffington?

She received a grant of 938 Restricted Stock Units. Each RSU is equal in value to one share of common stock, and this award vests in tranches over several years, providing ongoing equity-based compensation tied to future service through 2029.

How many Texas Pacific Land common shares were acquired through RSU conversions?

A total of 864 common shares were acquired on February 13, 2026, and 255 common shares on February 15, 2026, via RSU conversions. These exercises reflect previously granted units becoming shares as they vest according to their original award terms.

Were any Texas Pacific Land shares sold on the open market in this Form 4?

The filing shows dispositions coded as “F,” meaning shares were surrendered to cover tax withholding obligations, not sold in open-market transactions. Specifically, 383 and 113 shares were delivered back to the issuer at a value of $432.31 per share.

What is the vesting schedule for the RSUs reported by TPL’s Chief Accounting Officer?

The RSUs vest in annual installments. 864 vested on February 13, 2026, with another 864 vesting on February 13, 2027. Additional RSU awards vest on February 15 in 2027, 2028, and 2029, creating a multi-year equity compensation timeline.

How many Texas Pacific Land common shares does Stephanie Buffington directly own after these transactions?

After the reported February 2026 transactions, she directly owns 3,741 shares of Texas Pacific Land common stock. This balance reflects RSU conversions into shares, net of shares surrendered back to the issuer for tax withholding purposes during the vesting events.

What price per share was used for the tax-withholding share dispositions?

The tax-withholding dispositions used a value of $432.31 per share. This amount applied to both sets of shares surrendered in February 2026 and is used solely for satisfying tax obligations associated with the RSU vesting and related share issuances.