Texas Pacific Land Corporation (TPL) Proxy filing summary

Executive summary

• Proposed redomestication would shift the state of incorporation from Delaware to Texas, aligning the legal domicile with the entity’s history, operations and physical footprint.

• Texas holdings total approximately 894,000 acres across 23 counties; headquarters, management, employees, most directors and virtually all land holdings are in Texas.

• The board cited Texas’s business environment, modern business courts and governance framework as reasons for the move.

Voting matters and shareholder proposals

• The November 5, 2026 annual meeting ballot includes Proposal 4, the Texas redomestication proposal; the board urges stockholders to vote FOR it.

Board of directors and corporate governance

• The board unanimously approved the proposed redomestication after consideration; it includes a representative of the largest stockholder, Horizon Kinetics Holding Corporation.

• Governance changes since the 2021 reorganization included board declassification, stockholder board representation, special meeting rights, board refreshment guidelines and proxy access policies.