Form 8-K DORCHESTER MINERALS, For: Jul 03

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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 3, 2026

 

 

DORCHESTER MINERALS, L.P.

(Exact name of Registrant as specified in its charter)

 

 

 

3838 Oak Lawn, Suite 300, Dallas, Texas75219

(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):

 

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

 

 

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. ☐

 

 

Item 7.01 Regulation FD Disclosure.

 

On July 6, 2026, the Partnership issued a press release announcing the entry into a contribution and exchange agreement (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 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 in this Item 7.01 and Exhibit 99.1 is 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 8.01 Other Events.

 

On July 3, 2026, the Partnership entered into a non-taxable contribution and exchange agreement with unrelated third parties to acquire mineral and royalty interests totaling approximately 3,100 net royalty acres located in five counties across the Williston Basin in North Dakota. Cash received by the contributing entities on or after April 1, 2026, will be contributed to the Partnership at closing. The contributing entities will convey their interests to the Partnership in exchange for 850,000 common units representing limited partnership interests in Dorchester Minerals, L.P., as adjusted pursuant to the terms of the contribution and exchange agreement. The acquisition is expected to close on July 31, 2026, subject to customary closing conditions.

 

Item 9.01 Financial Statements and Exhibits.

 

 

 

 

 

SIGNATURE

 

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

 

 

 

 

 

INDEX TO EXHIBITS