DORCHESTER MINERALS, L.P. 8-K

What Happened

• Dorchester Minerals, L.P. announced that C.W. “Bill” Russell, an independent manager and member of the General Partner’s Advisory Committee (which also serves as the audit committee), passed away on October 30, 2025. His death reduced the committee from three members to two, creating non-compliance with Nasdaq Listing Rules 5615(a)(4)(C) and 5605(c)(2)(A), which require an audit committee of at least three independent members.
• The Partnership notified Nasdaq on November 3, 2025; Nasdaq acknowledged the non-compliance on November 10, 2025 and provided a cure period. On February 11, 2026 A. Troy Sturrock was appointed to the Board and the Advisory Committee, and on February 27, 2026 Nasdaq confirmed the appointment and closed the matter.

Key Details

• Date of death: October 30, 2025 (C.W. “Bill” Russell).
• Nasdaq notified of non-compliance: November 3, 2025; Nasdaq acknowledged and provided cure period: November 10, 2025.
• Replacement appointed: A. Troy Sturrock on February 11, 2026.
• Nasdaq confirmed compliance and closed the matter: February 27, 2026. Non-compliance involved Nasdaq Listing Rules 5615(a)(4)(C) and 5605(c)(2)(A).

Why It Matters

• Restores required audit committee composition and independence under Nasdaq rules, removing a potential listing risk tied to governance non-compliance.
• Confirms the Partnership addressed the issue promptly and that the matter is closed, which is relevant to investors assessing corporate governance and regulatory standing.