Amendment: SEC Form SCHEDULE 13D/A filed by Texas Pacific Land Corporation
$TPL
Oil & Gas Production
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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Texas Pacific Land Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
88262P102 (CUSIP Number) |
Jay Kesslen
470 Park Ave S,
New York, NY, 10016
646-867-1176
470 Park Ave S,
New York, NY, 10016
646-867-1176
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/05/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 88262P102 |
| 1 |
Name of reporting person
HORIZON KINETICS ASSET MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,109,933.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Horizon Kinetics Asset Management LLC (HKAM) is a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics Holding Corporation (HKHC), a Delaware corporation, and manages funds and accounts (Managed Accounts) that hold securities of the Issuer.
The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned Amendment No. 11. This Amendment No. 11 amends, supplements and to the extent inconsistent with, supersedes the initial Schedule 13D filed with the Securities and Exchange Commission (the SEC) on April 9, 2026, as amended by Amendment No. 1 filed with the SEC on February 2, 2022, Amendment No. 2 filed with the SEC on January 27, 2023, Amendment No. 3 filed with the SEC on August 1, 2023, Amendment No. 4 filed with the SEC on December 6, 2023, Amendment No. 5 filed with the SEC on February 5, 2024, and Amendment No. 6 filed with the SEC on February 7, 2024, Amendment No. 7 filed with the SEC on February 28, 2024, Amendment No. 8 filed with the SEC on December 18, 2024, Amendment No. No. 9 filed with the SEC on March 26, 2026, Amendment No. 10 filed with the SEC on April 13, 2026 (Amendment No. 10 and, collectively with the initial Schedule 13D filed on January 12, 2021 and each subsequent amendment thereto, the Schedule 13D).
SCHEDULE 13D
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| CUSIP Number(s): | 88262P102 |
| 1 |
Name of reporting person
Horizon Kinetics Holding Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,109,933.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
HKHC is the parent company to HKAM, a registered investment adviser. HKHC may be deemed to beneficially own the 10,109,933 shares beneficially owned by HKAM.
HKHC has not entered into any separate transactions in the shares following the filing of Amendment No. 10 other than those listed under Schedule A, which were effectuated by HKAM.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Texas Pacific Land Corp |
| (c) | Address of Issuer's Principal Executive Offices:
2699 HOWELL STREET, SUITE 800, DALLAS,
TEXAS
, 75204. |
| Item 2. | Identity and Background |
| (a) | Item 2 (a) is hereby amended and restated in its entirety to read as follows:
This Schedule 13D is being filed by HKAM, a Delaware limited liability company and wholly owned subsidiary of HKHC, the parent company to HKAM, with respect to the shares of common stock of the Issuer beneficially owned by Managed Accounts.
On May 5, 2026, Peter Doyle, who serves as Co-Chief Executive Officer of HKAM, was elected to the Board of Directors of the Issuer.
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| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and restated in its entirety to read as follows:
HKAM acquired the securities reported herein on behalf of the Managed Accounts for investment purposes. In the ordinary course of its business, HKAM intends to regularly review its equity interest in the Issuer and may, from time to time, acquire additional shares or other securities of the Issuer. While HKAM has no present intention to dispose of all or any portion of the shares beneficially owned by Managed Accounts, it may sell shares from time to time for a number of reasons, not limited to client requests, regulatory or investment limitations or other reasons. Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise.
On May 5, 2026, Peter Doyle, who serves as Co-Chief Executive Officer of HKAM, was elected to the Board of Directors of the Issuer. Additional details are disclosed in Item 6 below and are hereby incorporated by reference.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety to read as follows:
Percentages calculated herein are based upon the 68,974,429 shares outstanding as of April 30, 2026, as reported in TPL's Form 10-Q filed with the SEC on May 6, 2026.
As of the close of business on May 5, 2026, HKAM beneficially owned 10,109,933 shares of common stock, representing approximately 14.7%.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that HKAM is the beneficial owner of the common stock referred to herein for purposes of Sections 13(d) and or 16 of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of its pecuniary interest therein. |
| (b) | HKAM's sole power to vote is 10,109,933 shares. |
| (c) | Except as set forth in Schedule A attached hereto as Exhibit 99, neither HKAM or HKHC has effected any transactions in common stock in the past 60 days. |
| (d) | Except for Managed Accounts, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, common stock, no other person is known by HKAM or HKHC to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any common stock that may be beneficially owned by HKAM or HKHC. |
| (e) | n/a |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On May 5, 2026, Texas Pacific Land Corporation, a Delaware corporation (the Company), entered into a Board Representative Agreement (the Agreement) with HKHC and HKAM (together and collectively with their respective affiliates, including the HK Funds (as defined in the Agreement), Horizon). Pursuant to the Agreement, the Company has agreed to, among other things, nominate a designee of Horizon (the HK Designee) for election to the board of directors of the Company (the Board), subject to the approval of the nominating and corporate governance committee of the Board, at the Company's 2026 annual meeting of stockholders (the 2026 Annual Meeting). Pursuant to the Agreement, Peter Doyle has been selected as the HK Designee.
On May 5, 2026, the Board appointed Peter Doyle to the Board, subject to the terms of the full Agreement. Mr. Doyle will stand for re-election at the 2026 Annual Meeting. Mr. Doyle was also appointed to serve on the strategic acquisitions committee of the Board.
The entire Agreement is hereby incorporated by reference.
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001811074/000181107426000033/tpl-20260505.htm
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| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99 - 60 Day Trading History
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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