📄 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Dorchester Minerals, L.P. (DMLP). Think of it as an invitation and instruction manual for the company's owners (the "Unitholders") ahead of their most important annual meeting.

👉 Why it matters: Before you can vote on key issues like electing leaders or approving pay, the company is legally required to give you all the details. This document tells you what you're voting on, who is involved, and how to make your voice count.

🏢 What The Company Does

In simple terms, Dorchester Minerals is a royalty company that owns oil and gas interests. Instead of drilling wells itself, it owns slices of production (royalties) and profit interests from wells operated by others. Its income comes from the oil and gas sold from these properties.

👉 Why it matters: Understanding this is key. The company's fortunes are tied to energy prices and drilling activity on its lands, not its own operational costs. This structure influences its compensation philosophy and risk profile.

🗓️ The 2026 Annual Meeting

When: May 13, 2026, at 2:00 p.m. Central Time. Where: Willkie Farr & Gallagher LLP, 2699 Howell Street, Dallas, TX 75204. Who can vote: Unitholders who owned common units as of the close of business on March 20, 2026. There were 48,255,450 units outstanding on that date. How to vote: You can vote by mail, phone, online at www.proxyvote.com, or in person. The deadline for online/phone votes is 11:59 p.m. Eastern Time on May 12, 2026.

👉 Why it matters: Your vote is your ownership stake in action. If you can't attend, you must submit a proxy (vote) to have a say. A "quorum" (majority of units) must be present for the meeting to be valid.

🗳️ The Three Proposals to Vote On

The Board of Managers recommends you vote "FOR" on all three proposals.

Elect Three Managers: You'll vote to elect Allen D. Lassiter, A. Troy Sturrock, and Sarah N. Wariner to the Board of Managers and its Advisory Committee. They will serve until the 2027 annual meeting.
Ratify the Auditor: Approve the appointment of Grant Thornton LLP as the company's independent accounting firm for 2026.
Advisory Vote on Executive Pay ("Say-on-Pay"): This is a non-binding vote to approve the compensation of the company's named executive officers. The Board will consider the results but isn't obligated to act on them.

👉 Why it matters: Proposal 1 determines who oversees management. Proposal 2 ensures independent financial checks. Proposal 3 is your chance to give feedback on how the top bosses are paid.

👥 Who Runs the Show & Owns the Most

The company is controlled by a Board of Managers. It has:

Five "Appointed Managers" chosen by the owners of the general partner.
Three "Elected Managers" (the ones you're voting on) nominated by the general partner.
One "Contributor Appointed Manager" (F. Damon Box) from a recent acquisition partner.

The top unitholders among leadership include:

William Casey McManemin: 1,233,039 units (2.6%) - Former Chairman who retired Dec. 31, 2025.
Robert C. Vaughn: 540,548 units (1.1%) - Current Chairman.
Martha P. Rochelle: 542,974 units (1.1%).

👉 Why it matters: This shows a mix of insider and independent governance. The significant unit holdings of some managers (like Mr. McManemin) align their personal wealth with yours.

💰 Executive Compensation Breakdown

The named executive officers (NEOs) for 2025 were:

Bradley J. Ehrman (CEO): Total 2025 compensation: $1,633,680 (Salary: $445k, Bonus: $340k, Equity: $778k, SEP-IRA: $70k).
Leslie A. Moriyama (CFO): Total 2025 compensation: $1,522,160 (Salary: $410k, Bonus: $350k, Equity: $692k, SEP-IRA: $70k).
William Casey McManemin (Former Chairman): Total 2025 compensation: $115,200 (Salary only).

Compensation includes base salary, discretionary cash bonuses, and equity awards (common units and "notional units" that vest over 3 years). The Board does not use a formula or benchmark against peers; it makes subjective decisions based on performance and retention goals.

👉 Why it matters: The pay is designed to reward performance and, especially with the new notional units, to keep executives focused on the long-term health of the partnership. The CEO-to-median-employee pay ratio is 8.3 to 1.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Aligned Interests: Managers and executives are significant unitholders.
Royalty Model: Lower operational risk and overhead compared to drillers.
Governance Structure: Clear separation of Chairman and CEO roles.

⚠️ Risks & Considerations:

Commodity Price Exposure: Income is directly tied to volatile oil and gas prices.
Activity Dependent: Revenue relies on drilling activity by others on its properties (e.g., noted lower activity in the Bakken in 2025).
Related-Party Reimbursements: The partnership reimburses its general partner for all expenses ($11.1 million in 2025), which is a key cost structure to understand.

🧠 The Analogy

This whole process is like a small-town co-op's annual meeting. The members (Unitholders) who own a piece of the co-op gather to elect a town council (Board), hire the official accountant (Auditor), and discuss whether the town manager's (CEO's) salary seems fair, based on a report from the co-op's owners (the Board).

📇 Key Contacts & People

For Questions & Voting Assistance: Dorchester Minerals, L.P. 3838 Oak Lawn Avenue, Suite 300 Dallas, TX 75219 (214) 559-0300
To Submit Questions for the Annual Meeting: [email protected] (until 11:59 p.m. ET, May 8, 2026)
Transfer Agent (for unit account issues): Equiniti Trust Company, LLC (800) 937-5449
Key Executives:
- Bradley J. Ehrman, Chief Executive Officer
- Leslie A. Moriyama, Chief Financial Officer
- Robert C. Vaughn, Chairman

🧩 Final Takeaway

This proxy statement is fundamentally about governance and pay. You are being asked to approve the people who oversee your investment, the auditors who check the books, and the compensation packages meant to keep the current leadership team running the royalty business. As a unitholder, your vote, though simple, is a direct lever of influence in how this unique energy partnership is managed.

DORCHESTER MINERALS, L.P. — DEF 14A Filing