What performance criteria triggered the TPL performance share unit vesting for the CFO?

Performance share units granted on February 10, 2023 vested based on relative total shareholder return and free cash flow per share. The number of shares issued reflects achievement of 171% of target for RTSR PSUs and 164% of target for FCF PSUs, indicating above-target performance on these metrics.

Texas Pacific Land (TPL) CFO details stock awards, tax-share withholding and RSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Texas Pacific Land Corp’s Chief Financial Officer Chris Steddum reported multiple equity-compensation transactions on February 10, 2026. Restricted stock units converting on a one-for-one basis delivered 1,269 common shares, while some shares were used to satisfy tax withholding obligations.

He also acquired 6,393 common shares from performance share units granted in 2023, which vested after relative total shareholder return and free cash flow per share targets were achieved above 100% of target. Following these transactions, he directly held 14,526 common shares plus time-based RSUs that vest in tranches through 2028.

The filing notes a correction of a prior clerical error in reported RSU totals and states that all share amounts reflect a 3-for-1 stock split effective December 22, 2025.

Insider Trade Summary

1,269 shares exercised/converted

Mixed 7 txns

Insider STEDDUM CHRIS

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,269	$0.00	--
Exercise	Common Stock	1,269	$0.00	--
Tax Withholding	Common Stock	615	$401.62	$247K
Grant/Award	Common Stock	6,393	$0.00	--
Tax Withholding	Common Stock	3,027	$401.62	$1.22M
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 11,775 shares (Direct)

Footnotes (1)

Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. Such shares were surrendered to the issuer in connection with tax withholding obligations of the Reporting Person. On February 10, 2023, the Reporting Person was granted performance share units ("PSUs"), the vesting of which was subject to the achievement of certain relative total shareholder return ("RTSR") and free cash flow per share ("FCF") performance criteria. The number of shares reported represents the number of PSUs that vested as a result of the achievement of such performance criteria at 171% of target for the RTSR PSUs and 164% of target for the FCF PSUs. PSUs convert into common stock on a one-for-one basis. Each RSU has a value equal to one share of common stock. All of the reported RSUs vested on February 10, 2026. Each RSU has a value equal to one share of common stock. Of such RSUs, 2,079 will vest on February 13 of each of 2026 and 2027. The number of RSUs reported reflects the correction of a clerical error in the number of RSUs reported in a previous Form 4 filed on November 15, 2024, which calculation error was also reflected on Forms 4 subsequently filed. Each RSU has a value equal to one share of common stock. Of such RSUs, 795 will vest on February 15 of each of 2026, 2027 and 2028.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 04:17 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STEDDUM CHRIS

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC LAND CORPORATION

2699 HOWELL STREET, SUITE 800

(Street)

DALLAS

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		M		1,269	A	⁽¹⁾	11,775	D
Common Stock	02/10/2026		F		615⁽²⁾	D	$401.62	11,160	D
Common Stock	02/10/2026		A		6,393⁽³⁾	A	$0⁽⁴⁾	17,553	D
Common Stock	02/10/2026		F		3,027⁽²⁾	D	$401.62	14,526	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	02/10/2026		M			1,269	⁽⁵⁾	⁽⁵⁾	Common Stock	1,269	$0	0	D
Restricted Stock Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	4,158⁽⁷⁾		4,158⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	2,385		2,385	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. On February 10, 2023, the Reporting Person was granted performance share units ("PSUs"), the vesting of which was subject to the achievement of certain relative total shareholder return ("RTSR") and free cash flow per share ("FCF") performance criteria. The number of shares reported represents the number of PSUs that vested as a result of the achievement of such performance criteria at 171% of target for the RTSR PSUs and 164% of target for the FCF PSUs.

4. PSUs convert into common stock on a one-for-one basis.

5. Each RSU has a value equal to one share of common stock. All of the reported RSUs vested on February 10, 2026.

6. Each RSU has a value equal to one share of common stock. Of such RSUs, 2,079 will vest on February 13 of each of 2026 and 2027.

7. The number of RSUs reported reflects the correction of a clerical error in the number of RSUs reported in a previous Form 4 filed on November 15, 2024, which calculation error was also reflected on Forms 4 subsequently filed.

8. Each RSU has a value equal to one share of common stock. Of such RSUs, 795 will vest on February 15 of each of 2026, 2027 and 2028.

Remarks:

All share amounts reflect the 3-for-1 stock split effected on December 22, 2025.

	/s/ Micheal W. Dobbs, attorney-in-fact	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TPL CFO Chris Steddum report on this Form 4?

The filing shows equity-compensation activity, including RSUs converting into 1,269 common shares, 6,393 performance-based shares delivered upon vesting, and shares withheld to cover tax obligations. All positions are reported as directly owned common stock or restricted stock units.

How many Texas Pacific Land (TPL) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly held 14,526 shares of Texas Pacific Land common stock. In addition, he held 4,158 and 2,385 restricted stock units, which each represent the right to receive one share of common stock according to stated vesting schedules.

Why were some Texas Pacific Land (TPL) shares used for tax withholding in this Form 4?

The filing states certain common shares were surrendered to the issuer to satisfy the CFO’s tax withholding obligations. This type of transaction, coded “F,” is a standard method where shares from vesting awards are delivered back to the company instead of paying cash for the associated taxes.

What future vesting schedule is disclosed for TPL restricted stock units held by the CFO?

The filing discloses that 2,079 restricted stock units will vest on February 13 of each of 2026 and 2027, and 795 restricted stock units will vest on February 15 of each of 2026, 2027, and 2028. Each vested restricted stock unit converts into one share of common stock.

Did the TPL Form 4 mention any corrections or stock split adjustments?

Yes. The number of restricted stock units reported includes a correction of a clerical error from a prior Form 4 filed November 15, 2024. The filing also states that all share amounts have been adjusted to reflect a 3-for-1 stock split effective on December 22, 2025.