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dmlp20251209_8k.htm
false 0001172358 0001172358 2025-12-04 2025-12-04
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): December 4, 2025
 
 
DORCHESTER MINERALS, L.P.
(Exact name of Registrant as specified in its charter)
 
Delaware
  
000-50175
  
81-0551518
(State or other jurisdiction of
  
(Commission
  
(IRS Employer
Incorporation)
  
File Number)
  
Identification No.)
 
 
3838 Oak Lawn, Suite 300, Dallas, Texas 75219
(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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐
Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐
Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Units Representing Limited Partnership Interest
DMLP
NASDAQ Global Select Market
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On December 4, 2025, Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”), was notified by Smith Allen Oil & Gas, LLP (“Smith Allen”), a member of Dorchester Minerals Management GP LLC (“DMMGP”), the general partner of the general partner of the Partnership, of the retirement of Mr. William Casey McManemin from the Board of Managers of DMMGP (the “Board”), effective December 31, 2025. In recognition of Mr. McManemin’s distinguished service, the Board has named Mr. McManemin Chairman Emeritus, an honorary designation (without compensation or voting rights) that reflects his ongoing commitment to the Partnership’s people and its partners.
 
On December 4, 2025, the Partnership was also notified by Smith Allen that, pursuant to the terms of that certain Second Amended and Restated Limited Liability Company Agreement of DMMGP, dated October 15, 2024 (as it may be amended), it has appointed Mr. Albert G. Nance III, age 61, as its appointed manager of the Board, effective January 1, 2026. Mr. Nance has not been named to any committee of the Board. Mr. Nance brings over 38 years of oil and gas experience to the Board, having previously served as Vice President of Land at Tri-C Resources, LLC, an independent exploration company. He is currently the Venture Manager of Garg Oil, a mineral partnership with assets in Texas and Oklahoma.
 
Item 7.01
Regulation FD Disclosure
 
On December 9, 2025, the Partnership issued a press release announcing the resignation of Mr. McManemin and the appointment of Mr. Nance to the Board (the “Press Release”). The Press Release is attached hereto as Exhibit 99.1 to this Form 8-K 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 9.01
Financial Statements and Exhibits
 
 
(d)
Exhibits
 
 
99.1
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
 
DORCHESTER MINERALS, L.P.
  
           
           
Date: December 9, 2025
  
 By:
/s/
Bradley J. Ehrman
  
       
Bradley J. Ehrman
  
       
Chief Executive Officer
  
 
 
 
ex_897225.htm

Exhibit 99.1

 

 

NEWS RELEASE

  Dorchester Minerals, L.P.

 

Release Date:

December 9, 2025

3838 Oak Lawn Ave., Suite 300
   

Dallas, Texas 75219-4541

Contact:

Martye Miller

(214) 559-0300

 

 

Dorchester Minerals, L.P. Announces the Retirement of Mr. William Casey McManemin

from the Board of Managers; Appointments of Mr. Robert C. Vaughn as Interim Chairman and Mr. Albert G. Nance III to the Board of Managers

 

DALLAS, TEXAS -- Dorchester Minerals, L.P. (the “Partnership”) (NASDAQ-DMLP) announces the retirement of Mr. William Casey McManemin from the Board of Managers of Dorchester Minerals Management GP LLC, the general partner of the Partnership’s general partner (the “Board”), effective December 31, 2025.

 

Mr. McManemin previously led the Partnership as Chief Executive Officer for over 19 years and has been a member and Chairman of the Board since the Partnership’s inception in 2003. As a co-founder of Dorchester’s predecessors, he has demonstrated steadfast dedication to this organization for over 37 years.

 

Mr. Bradley Ehrman, Chief Executive Officer, commented “Casey’s contributions to the Partnership cannot be overstated – his vision and leadership have shaped the very foundation of Dorchester Minerals. Beginning in 1988, he had the foresight and perseverance to assemble assets that now form a core part of our mineral and royalty holdings. As a leader, advisor, mentor, and friend he has exemplified the highest standard of fair-dealing, integrity, and respect to everyone fortunate enough to have worked alongside him.”

 

In recognition of his distinguished service, the Board has named Mr. McManemin Chairman Emeritus, an honorary designation (without compensation or voting rights) that reflects his ongoing commitment to Dorchester’s people and its partners.

 

Mr. Robert C. Vaughn, a current member of the Board and co-founder of Dorchester Minerals, has assumed the position of Interim Chairman. With significant knowledge of the Partnership’s history, structure and assets, he is well-positioned to lead the transition and provide continuity of board governance. Mr. Vaughn stated, “Casey and I have worked together for over three decades and I have learned a lot from him and value his perspective. His knowledge of our assets and disciplined management style have yielded significant returns for the Partnership. I am excited about Dorchester’s future and honored to be a part of its continuing success.”

 

Mr. McManemin remarked, “We formed Dorchester with a simple purpose: focus on top-tier assets to generate long-term, tax-efficient cash flow for our partners. Achieving this goal has been deeply rewarding, and I am grateful for the trust and support our partners have shown over the years. Although I am stepping away from my official duties, I remain committed – both personally and financially – to the Partnership and its strategy.”

 

In connection with Mr. McManemin’s retirement, the Partnership received notification from Smith Allen Oil & Gas, Inc. that it has appointed Mr. Albert G. Nance III to the Board of Managers, effective January 1, 2026. Mr. Nance has not been named to any committee of the Board. Mr. Nance brings over 38 years of oil and gas experience to the Board, having previously served as Vice President of Land at Tri-C Resources, LLC, an independent exploration company. He is currently the Venture Manager of Garg Oil, a mineral partnership with assets in Texas and Oklahoma.

 

Dorchester Minerals, L.P. is a Dallas based owner of producing and non-producing oil and natural gas mineral, royalty, overriding royalty, and net profits interests located in 28 states. Its common units trade on the NASDAQ Global Select Market under the symbol DMLP.

 

FORWARD-LOOKING STATEMENTS

 

Portions of this document may constitute "forward-looking statements" as defined by federal law. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Examples of such uncertainties and risk factors include, but are not limited to, changes in the price or demand for oil and natural gas, changes in the operations on or development of the Partnership’s properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and the Partnership’s financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in the Partnership's filings with the Securities and Exchange Commission.