Sentences and paragraphs of TPL's Risk Factors and MD&A, 10-K 2026-02-18 against 10-K 2025-02-19.
Each links to the text at sec.gov.
AddedRisk Factors
Through Transmissive, we are developing a proprietary produced water desalination technology and advancing the beneficial reuse process. Development of a produced water treatment facility requires substantial capital and may result in total project costs exceeding initial estimates due to inflation, supply chain constraints, labor and equipment availability, design changes, regulatory requirements or technical challenges. Delays in permitting, produced water sourcing, waste disposal arrangements, construction or commissioning could defer or reduce expected cash flows and impair the anticipated return on our investment. Actual throughput, pricing, operating costs and utilization may also differ from forecasts because they depend on competing treatment or disposal options, and changes in environmental or water‑handling regulations. As a result, Transmissive may fail to achieve targeted returns or require additional unplanned capital, which could lead to impairments of invested capital and have a material adverse effect on our business, financial condition, results of operations and liquidity.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
We are exposed to the risk that discharges of treated water and treatment‑related waste, including those made in compliance with permitted limits, may have unforeseen adverse environmental effects. Material failures to properly treat, handle or transport produced water or discharge treated water, including leaks, spills or non‑compliance with discharge permits and performance standards, could risk contaminating surface waters, groundwater or navigable waters or damage natural resources. Such material failures could also trigger enforcement actions, require remediation or corrective measures, lead to operational restrictions or permit suspension or revocation, harm our reputation or result in third‑party claims for personal injury, property damage and other losses, any of which could materially and adversely affect our business, financial condition, results of operations and liquidity.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
Negative public opinion or adverse perceptions of Transmissive’s operations or reputation could materially affect our business, results of operations, or prospects over time. Negative sentiment may arise from unfavorable portrayals of produced water, water treatment operations or discharge locations by the media, special interest groups, political leaders, stakeholders, or other parties, including organized opposition to specific projects or the energy industry in general. Potential impacts of such sentiment include operational delays or interruptions, legal or regulatory challenges, blockades, increased regulatory oversight, reduced public or governmental support, and the delay, challenge, or revocation of regulatory approvals, permits, or licenses, each of which may increase costs or cause cost overruns.
Read it in 10-K 2026-02-18 at sec.gov ↗
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AddedRisk Factors
The Credit Facility contains customary affirmative and negative covenants that, among other things, limit our ability to grant liens, incur debt, make investments, effect certain mergers, dispose of assets, make certain payments, pay dividends or distributions on our capital stock, change the nature of our business, enter into certain transactions with affiliates, enter into certain burdensome agreements, enter into swap agreements and enter into sale and leaseback transactions, in each case subject to customary exceptions. We therefore may not be able to engage in any of the foregoing transactions unless we obtain the consent of the required lenders and administrative agent under the Credit Facility or terminate the Credit Facility. Our inability to engage in such actions could limit our operating flexibility and prohibit us from taking certain actions that might be beneficial to our business. Additionally, we are required to maintain as of the end of each fiscal quarter a consolidated interest coverage ratio of not less than 3.0 to 1.0 and a consolidated total leverage ratio of not greater than 3.50 to 1.0. Borrowings under the Credit Facility are initially unsecured, with a springing senior security interest in substantially all of the equity securities of our subsidiaries in the event our consolidated total leverage ratio exceeds 2.50 to 1.0. There is no guarantee that we will be able to generate sufficient cash flow to comply with these financial covenants or pay the principal and interest on any debt we incur under the Credit Facility. Furthermore, there is no guarantee that future working capital, borrowings or equity financing will be available to repay or refinance any such debt. Any inability to make scheduled payments or comply with the covenants in our Credit Facility could result in the acceleration of the obligations thereunder and could adversely affect our business.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
The events of default under the Credit Facility include, among others, payment defaults, breaches of covenants, defaults under the related loan documents, material misrepresentations, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults, certain events related to plans subject to the Employee Retirement Income Security Act of 1974, as amended, invalidity of the Credit Facility or the related loan documents and change in control events. If an event of default occurs, the lenders under the Credit Facility may be entitled to terminate the commitments and letter of credit extensions, accelerate any outstanding indebtedness under the Credit Facility, require us to post cash collateral with respect to any letters of credit and exercise any additional rights and remedies under the Credit Facility. If our indebtedness is accelerated, we may not have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
We may make minority investments, engage in joint ventures or make other strategic alliances with third parties that subject us to risks and uncertainties outside of our control.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
As part of our business strategy, from time to time, we may make minority investments in the equity securities of companies, engage in joint ventures or make other strategic alliances with third parties that we do not control. For example, in December 2025, we made a minority investment of $50.0 million in Bolt pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across our land. In connection with our investment, we received an equity interest, warrants, and a right of first refusal to supply water to Bolt-affiliated projects and related infrastructure. We may contribute land and receive additional equity that may or may not increase in value or be liquid. Minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the minority investment.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
As the largest oil producing shale basin in the world, the Permian depends on large-scale water solutions related to well development and produced water disposal. For oil and gas well development, often hundreds of thousands of barrels of water are required per well completion. To enhance productivity and drilling economics, oil and gas operators have generally expanded the amount of water per well completion and reduced the time to complete a well. These factors have led to intensifying demands for completion water delivery and assurance, which generally benefits completion water providers with larger size and scale. We believe we have a competitive advantage in this market with our significant surface footprint and a large network of owned and operated water wells, storage ponds, recycling assets, and pipelines that can source and deliver water to customers throughout the Permian.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
Permian produced water volumes have grown commensurately with overall Permian oil production. Though some produced water is reused and recycled for completion activities, the majority of Permian produced water is injected into subsurface pore space via saltwater disposal wells. Saltwater disposal availability varies throughout the Permian depending on regulations, permitted injected rates, and the availability of pore space and infrastructure. Our extensive land holdings contain and are adjacent to extensive pore space, and, through various commercial agreements, we allow produced water operators to transport and dispose of produced water across our surface footprint. Furthermore, our previously mentioned desalination project could potentially provide an additional solution for produced water by reducing the amount of water required to be injected subsurface.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
•In May 2025, we acquired 787 acres of land in Reeves County, Texas for an aggregate purchase price, inclusive of closing costs, of $4.5 million in an all-cash transaction.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
•In September 2025, we acquired 8,147 acres of land in Martin, County Texas for an aggregate purchase price, inclusive of closing costs, of $31.4 million in an all-cash transaction.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
•In December 2025, we made a minority investment of $50.0 million in Bolt pursuant to a strategic agreement to develop and enable large scale data center campuses and supporting infrastructure across our land.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On October 23, 2025, we entered into a Credit Facility in the aggregate principal amount of up to $500.0 million, and the ability to request potential increases in the commitments of the lenders of up to an additional $250.0 million; provided that any such request for an increase must be in a minimum amount of $50.0 million or, if less, the amount remaining available for all such increases. The Credit Facility and all borrowings thereunder will mature on October 23, 2029.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
The borrowings under the Credit Facility will bear interest at a rate per annum (i) for each SOFR loan, equal to term SOFR for such interest period plus (x) 2.25% if our consolidated total leverage ratio is less than or equal to 2.0 to 1.0 or (y) 2.50% if our consolidated total leverage ratio is greater than 2.0 to 1.0 or (ii) for each base rate loan, equal to the base rate plus (x) 1.25% if our consolidated total leverage ratio is less than or equal to 2.0 to 1.0 or (y) 1.50% if our consolidated total
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
leverage ratio is greater than 2.0 to 1.0. The base rate for any day is a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% of 1%, (b) the rate of interest per annum publicly announced by the Administrative Agent as its prime rate, and (c) term SOFR for a one-month tenor in effect on such day plus 1.00%. We are also required to pay customary letter of credit fees.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
We intend to draw on the facility primarily for capital expenditures, ongoing working capital, acquisitions and general corporate purposes. Borrowings under the Credit Facility will be unsecured with a springing security interest in substantially all equity securities of our subsidiaries in the event our consolidated total leverage ratio exceeds 2.50 to 1.0. The Credit Facility also contains customary financial and other affirmative and negative covenants.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
The events of default under the Credit Facility include, among others, payment defaults, breaches of covenants, defaults under the related loan documents, material misrepresentations, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults, certain events related to plans subject to the Employee Retirement Income Security Act of 1974, as amended, invalidity of the Credit Facility or the related loan documents and change in control events. The occurrence of an event of default could result in the termination of commitments and letter of credit extensions, the acceleration of our obligations under the Credit Facility, the requirement to post cash collateral with respect to letters of credit and the exercise of the Lenders of all rights and remedies under the Credit Facility.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
No draws had been made under the Credit Facility as of December 31, 2025, and the Credit Facility remained undrawn as of the date of this Annual Report.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
Years Ended December 31, 2025 2024 Water volumes (in MBbls) (1): Water sales 278,564 269,281 Produced water royalties 1,566,588 1,257,246 Water volumes in barrels per day (in MBbls/d) (2): Water sales 763 736 Produced water royalties 4,292 3,435 Water revenue (in thousands): Water sales $ 169,701 $ 150,724 Produced water royalties $ 124,218 $ 104,123
Read it in 10-K 2026-02-18 at sec.gov ↗
