Form 8-K - Current report

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 29, 2023

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 29, 2023, Dorchester Minerals, L.P., a Delaware corporation (the “Partnership”), received notification that Mr. James E. Raley, age 83, a manager on the board of managers (the “Board”) of Dorchester Minerals Management GP LLC, the general partner of the Partnership’s general partner (“DMMGP”), retired, effective as of December 29, 2023. DMMGP has designated Mr. Raley as a Manager Emeritus, an honorary designation (without compensation or voting rights), in respect of his role as a founder of the Partnership and lengthy service as an appointed manager.

Item 7.01

Regulation FD Disclosure

On January 3, 2024, the Partnership issued a press release announcing the retirement of James E. Raley from 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

Press Release dated January 3, 2024

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: January 3, 2024		By:	/s/	Bradley J. Ehrman
				Bradley J. Ehrman
				Chief Executive Officer

INDEX TO EXHIBITS

Item	Exhibit

99.1	Press release dated January 3, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

NEWS RELEASE

Dorchester Minerals, L.P.

Release Date:	January 3, 2024	3838 Oak Lawn Ave., Suite 300
		Dallas, Texas 75219-4541
Contact:	Martye Miller	(214) 559-0300

Dorchester Minerals, L.P. Announces Retirement of James E. Raley

DALLAS, TEXAS -- Dorchester Minerals, L.P. (the “Partnership”) (NASDAQ-DMLP) announced today that it received notification that Mr. James E. Raley, an appointed manager of the board of managers of the general partner of the general partner of the Partnership (the “Board”) retired, effective as of December 29, 2023.

In recognition of his outstanding record of service, the Board has designated Mr. Raley as a Manager Emeritus, an honorary designation (without compensation or voting rights) that reflects the enduring mark he has left on Dorchester and its people.

Casey McManemin, Chairman of the Board, stated “Jim’s steady leadership and dedication have been instrumental in the success of Dorchester Minerals and its predecessors for over 47 years. His wise counsel was essential in the founding of our Partnership and the guidance he continues to provide is invaluable to our team. We continue to recognize his experience and treasure his friendship as he transitions into this new role.”

Dorchester Minerals, L.P. is a Dallas based owner of producing and non-producing oil and natural gas mineral, royalty, overriding royalty, net profits, and leasehold 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.

Document And Entity Information	Dec. 29, 2023
Document Information [Line Items]
Entity, Registrant Name	DORCHESTER MINERALS, L.P.
Document, Type	8-K
Document, Period End Date	Dec. 29, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-50175
Entity, Tax Identification Number	81-0551518
Entity, Address, Address Line One	3838 Oak Lawn, Suite 300
Entity, Address, City or Town	Dallas
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	75219
City Area Code	214
Local Phone Number	559-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Partnership Interest
Trading Symbol	DMLP
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001172358