Form 4: Horizon Kinetics Buys TPL Share Under 10b5-1 Plan

Horizon Kinetics Asset Management LLC, a 10% owner of Texas Pacific Land Corp, reported the acquisition of one common stock share under a pre-arranged 10b5-1 plan.

Summary

• Horizon Kinetics Asset Management LLC (HKAM), a 10% owner of Texas Pacific Land Corp (TPL), reported a transaction involving TPL common stock.
• HKAM acquired 1 share of TPL Common Stock on August 29, 2025, at a price of $928.79 per share.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• Following this reported transaction, HKAM's direct beneficial ownership stands at 1,163,986 shares.
• A previous Schedule 13D amendment filed on December 18, 2024, by HKAM noted beneficial ownership of 3,578,173 shares.
• The Schedule 13D also indicated Murray Stahl's direct interest in 7,848 shares and indirect interest in approximately 156,083 shares, clarifying that Mr. Stahl does not exercise investment discretion over the Issuer's securities.

Sentiment

Score: 5

Explanation: Neutral. The acquisition of a single share by a 10% owner is too small to indicate strong positive or negative sentiment. The future date and ownership discrepancy add complexity, balancing any minor positive signal from an insider purchase.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned and systematic approach to share acquisition or disposition, which can signal a long-term strategy.
• A 10% owner is increasing their stake, albeit by a very small amount, which could be interpreted as a minor signal of confidence in the company's future.

Negatives

• The reported acquisition of only 1 share is de minimis and does not represent a significant increase in ownership for a 10% owner, limiting its signaling value.
• There is a notable discrepancy between the 1,163,986 shares reported as beneficially owned following this transaction and the 3,578,173 shares noted in the December 18, 2024, Schedule 13D amendment, which could lead to investor confusion.
• The transaction date (August 29, 2025) and signature date (September 2, 2025) are in the future, which is unusual for a Form 4 filing that typically reports past events.

Risks

• The discrepancy in reported beneficial ownership figures between this Form 4 and the prior Schedule 13D could lead to confusion or misinterpretation by investors regarding HKAM's actual stake and influence in Texas Pacific Land Corp.
• The future-dated transaction and filing, while under a 10b5-1 plan, could still be subject to unforeseen changes or cancellations before the effective date, although the plan itself suggests commitment.

Future Outlook

The filing indicates a pre-planned acquisition of a single share on August 29, 2025, under a Rule 10b5-1 plan, suggesting a systematic approach to future transactions by Horizon Kinetics Asset Management LLC, though the volume is minimal.

Management Comments

• "The extent of HKAM's pecuniary interest in the shares beneficially owned is disclosed herein."
• "Mr. Stahl does not exercise investment discretion with respect to the securities of the Issuer."

Industry Context

Form 4 filings provide transparency into insider trading activities, which can sometimes signal management's or significant shareholders' confidence (or lack thereof) in a company's future prospects. For a 10% owner, even small transactions under a 10b5-1 plan are part of their overall investment strategy, though the de minimis nature of this specific transaction limits its immediate market impact.

Comparison to Industry Standards

• The acquisition of a single share by a 10% owner is highly unusual compared to typical insider buying patterns, which often involve larger blocks of shares to signal conviction.
• While 10b5-1 plans are standard practice for insiders to manage stock transactions compliantly, the extremely small volume of this particular transaction makes it an outlier in terms of signaling significant conviction.
• The discrepancy in reported beneficial ownership figures between this Form 4 (1,163,986 shares) and a prior Schedule 13D filing (3,578,173 shares) requires further clarification and is not standard for clear, consistent reporting by a significant shareholder.

Stakeholder Impact

• Shareholders: May interpret the insider purchase, however small, as a minor sign of confidence, but the discrepancy in ownership figures could cause confusion regarding the actual stake.
• Regulatory Authorities: The future-dated transaction and the ownership discrepancy might warrant closer scrutiny for clarity and compliance with reporting requirements.

Next Steps

• The reported transaction is scheduled to occur on August 29, 2025.
• Further Form 4 filings would be expected for any subsequent changes in beneficial ownership by Horizon Kinetics Asset Management LLC.

Key Dates

Recommendation

The filing reports a de minimis acquisition of a single share by a 10% owner under a 10b5-1 plan, scheduled for a future date. While insider buying can be a positive signal, the extremely small volume of this transaction, coupled with a notable discrepancy in reported beneficial ownership compared to a prior 13D filing, provides insufficient material information to warrant a change in investment stance. The future date also means the transaction has not yet occurred. Therefore, a 'hold' recommendation is appropriate as this filing does not present new material information to alter an existing investment thesis.

Keywords

Texas Pacific Land Corp, TPL, Horizon Kinetics Asset Management, HKAM, SEC Form 4, Beneficial Ownership, Insider Trading, 10b5-1 Plan, Equity Acquisition, Investment Management