8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 27, 2020

____________________

Brigham Minerals, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-38870	83-1106283
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5914 W. Courtyard Drive, Suite 150
Austin, TX 78730
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (512) 220-6350

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01	MNRL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On February 27, 2020, Brigham Minerals, Inc. (the "Company") issued a press release announcing its operating and financial results for the quarter and year ended December 31, 2019. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02, including Exhibit 99.1 to this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2020, upon the recommendation of the Nominating and Governance Committee of the Company, the Board of Directors of the Company appointed Carrie Clark as a director. Ms. Clark will serve as a Class III director of the Company until the expiration of her term on the date of the Company’s annual meeting of stockholders in 2022, or until her successor is duly elected and qualified. Ms. Clark will serve on the Audit Committee of the Board of Directors of the Company.

Ms. Clark, age 43, has served as Senior Vice President, Land and General Counsel of University Lands since 2015, developing and managing legal and land management strategy for over 2.1 million acres of fee lands in Texas to generate oil and gas royalty and surface revenue for the benefit of the University of Texas and Texas A&M University Systems. From 2014 to 2015, Ms. Clark served as Deputy General Counsel of Talos Energy Inc., an offshore energy company focused on oil and gas exploration and production in the Gulf of Mexico and offshore Mexico. From 2011 to 2015, Ms. Clark served as Vice President, Land and Legal for Enervest Operating, LLC, where she led a large, diverse team of land and legal professionals in supporting the ownership, operation, and management of EnerVest’s oil and gas assets in North America. From 2008 to 2011, Ms. Clark served as Assistant General Counsel and Corporate Secretary for a wholesale generation and transmission electric cooperative structured as a 501(c)(3) which provided power supply planning and approximately $1 billion in annual electricity sales to rural Texans across much of the state. From 1998 to 2008, Ms. Clark served as landman and attorney at Shell Oil Company in New Orleans and Houston. Ms. Clark received a double major in Finance and Petroleum Land Management from Texas Tech University and a Doctor of Jurisprudence from the University of Houston Law Center.

There are no arrangements or understandings between Ms. Clark and any other person pursuant to which she was elected director. The Company is not aware of any transaction in which Ms. Clark has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Clark will be compensated for her services on the Board of Directors under the Company’s standard arrangement for non-employee directors, which consists of an annual cash retainer of $65,000 for each non-employee director and an annual equity-based award granted to each non-employee director under the 2019 Long Term Incentive Plan with an aggregate fair market value of approximately $140,000 on the date of grant.

On February 27, 2020, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Ms. Clarkpursuant to which the Company agrees to indemnify her against certain liabilities that may arise by reason of her status as director and to advance her expenses incurred as a result of any proceedings against her as to which she could be indemnified. The Indemnification Agreement is substantially similar to the Company’s indemnification agreements with its executive officers and other directors. The foregoing summary of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indemnification Agreement, a copy of the form of which is filed as Exhibit 10.1 hereto.

Item 5.08 Shareholder Director Nominations.

On February 27, 2020, the Board of Directors of the Company determined that the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) will be held on May 28, 2020. The Company’s stockholders of record as of the close of business on March 31, 2020 shall be entitled to notice of and to vote at the 2020 Annual Meeting. Because the Company did not hold an annual meeting of stockholders in 2019, the Company has set a deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2020 Annual Meeting. Pursuant to the rules of the Securities and

Exchange Commission (“SEC”), the Company is providing notice of the deadlines for such proposals by means of this Form 8-K.

Any stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting in accordance with Rule 14a-8 must be delivered to, or mailed and received at, the Company’s principal executive offices at 5914 W. Courtyard Drive, Suite 150, Austin, Texas 78730 on or before the close of business on March 12, 2020, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2020 Annual Meeting. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with all applicable SEC rules.

In addition, as the 2020 Annual Meeting date is not greater than 30 days before or greater than 60 days after May 1, 2020, the deadline for receipt of notice of a stockholder proposal or director nomination pursuant to the Company’s amended and restated bylaws will remain as disclosed in the Bylaws, or February 1, 2020, which is the 90th day prior to May 1, 2020. Thus, the deadline by which notice of a stockholder proposal or director nomination must have been received at the Company’s executive offices to be considered timely has passed.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description
10.1	Indemnification Agreement
99.1	Press release issued by Brigham Minerals, Inc., dated February 27, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRIGHAM MINERALS, INC.

By:    /s/ Blake C. Williams

Name:    Blake C. Williams

Title: Chief Financial Officer

Date: February 27, 2020

EX-10.1

EXHIBIT 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of February 27, 2020 by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and Carrie Clark (“Indemnitee”).

RECITALS:

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, highly competent persons have become more reluctant to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, (i) the Amended and Restated Bylaws of the Company (as may be amended, the “Bylaws”) requires indemnification of the officers and directors of the Company (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and the Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Definitions. (a) As used in this Agreement:

“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.(A)

“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, document and e-discovery costs, litigation expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, • expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, • for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, • any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and • any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”

“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: • the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or • any other party to the Proceeding giving rise to a claim for indemnification

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hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.

“Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or inaction) on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement.

(b)For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 2.Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other

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than any Proceeding brought by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 3 below), or any claim, issue or matter therein.

Section 3.Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 4.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant, including by a request to respond to discovery requests, receipt of a subpoena or similar demand for documents or testimony, in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 6.Additional Indemnification. Notwithstanding any limitation in Sections 2, 3 or 4 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee in connection with such Proceeding, including but not limited to:

(a)the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

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(b)the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 7.Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee, or, in the case of (a) and (d), to advance Expenses to Indemnitee:

(a)for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy;

(b)for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;

(c)for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

(d)except as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee, against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (i) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (A) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or

(e)if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.

Section 8.Advancement. In accordance with the pre-existing requirements of the Bylaws, and notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within ten

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(10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified by the Company. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Sections 7(a) or (d) hereof.

Section 9.Procedure for Notification and Defense of Claim.

(a)Indemnitee shall promptly notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement hereunder following the receipt by Indemnitee of written notice thereof (the date of such notification, the “Submission Date”). The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding, including any appeal therein. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b)In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved by the Company to defend Indemnitee in such Proceeding, at the sole expense of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), or (i) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the

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reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel at its own expense. If the Company has responsibility for defense of a Proceeding, the Company shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not settle or compromise any Proceeding without the prior written consent of Indemnitee.

Section 10.Procedure Upon Application for Indemnification.

(a)Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (i) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (A) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (A) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (A) if so directed by the Board, by the stockholders of the Company holding a majority of the securities of the Company present at a meeting of the stockholders and entitled to vote; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected

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by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Company), (i) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (i) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (A) thirty (30) days after the Submission Date and (B) ten (10) days after the final disposition of the Proceeding, including any appeal therein, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.

Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 11.Presumptions and Effect of Certain Proceedings.

(a)In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent

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Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and (i) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the stockholders of the Company.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d)Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e)Actions of Others. The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12.Remedies of Indemnitee.

(a)Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (i) advancement is not timely made pursuant to Section 8 of this Agreement, (i) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification, (i) payment of indemnification is not made pursuant to Sections 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (i) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (i) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration

9

Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c)If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification under applicable law.

(d)The Company shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Bylaws, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.

(e)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein; provided that, in absence of any such determination with respect to such Proceeding, the Company shall advance Expenses with respect to such Proceeding.

Section 13.Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this

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Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. The Company shall not adopt any amendment or alteration to, or repeal of, the Certificate of Incorporation or the Bylaws, the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnification pursuant to this Agreement, the Certificate of Incorporation, the Bylaws or applicable law relative to such rights prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (i) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (i) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (i) the Company shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (i) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not

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limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.

(c)The Company shall maintain an insurance policy or policies providing liability insurance providing reasonable and customary coverage as compared with similarly situated companies (as determined by the Board in its reasonable discretion) for directors, officers, employees, trustees, or agents of any Enterprise, and Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, trustee or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d)In the event of any payment under this Agreement, the Company shall be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that the Company shall not be subrogated to the extent of any such payment of all rights of recovery of Indemnitee with respect to any Person with whom or which Indemnitee may be associated.

(e)The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.

Section 14.Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the latest of: (i) ten (10) years after the date that Indemnitee shall have ceased to serve as director, officer, employee or agent of the Company or any other Enterprise, (i) one (1) year after the date of final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto or (i) the expiration of all statutes of limitation applicable to possible Proceedings to which Indemnitee may be subject arising out of Indemnitee’s Corporate Status. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he or she may have ceased to be a director or officer of the Company or of any of the Company’s direct or indirect subsidiaries or to have Corporate Status. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the

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business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, the Bylaws or the DGCL.

Section 15.Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (a) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (a) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16.Enforcement.

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company.

(b)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.

Section 17.Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

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Section 18.Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (a) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (a) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (a) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(i) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(ii)    If to the Company to

Brigham Minerals, Inc.
5914 W. Courtyard Drive, Suite 150
Austin, TX 78730
Attention: Board of Directors

or to any other address as may have been furnished to Indemnitee by the Company.

Section 19.Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (a) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).

Section 20.Applicable Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

Section 21.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 22.Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

BRIGHAM MINERALS, INC.	INDEMNITEE
By:/s/ Blake C. Williams	By:/s/ Carrie Clark
Name: Blake C. Williams	Name: Carrie Clark
Title: Chief Financial Officer	Title: Director

SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT

EX-99.1

BRIGHAM MINERALS, INC.

REPORTS RECORD FOURTH QUARTER 2019 AND FULL YEAR OPERATING AND FINANCIAL RESULTS

AUSTIN, Texas - (BUSINESS WIRE) - February 27, 2020 - Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals,” “Brigham,” or the “Company”), a leading mineral and royalty interest acquisition company, today announced record operating and financial results for the quarter ended December 31, 2019, as well as recent developments.

FOURTH QUARTER2019 OPERATING AND FINANCIAL HIGHLIGHTS

• Record daily production volumes of 9,627 Boe/d (73% liquids, 58% oil)

◦ Up 23% sequentially from Q3 2019 and up 110% from Q4 2018

◦ Permian Basin production volumes up 45% from Q3 2019 to a record 5,054 Boe/d

• Record mineral and royalty revenues totaling $33.1 million

◦ Up 37% sequentially from Q3 2019

◦ 12%increase in realized pricing from Q3 2019

• Net income totaling $12.3 million

• Adjusted EBITDA ex Lease Bonus⁽¹⁾ totaling $26.3 million

◦ Up 44% sequentially from Q3 2019 and up 113% from Q4 2018

• Declared Q4 2019 dividend of $0.38 per share of Class A common stock

◦ Up 15% sequentially from Q3 2019 despite December 2019 follow-on offering

◦ Dividend represents a 100% payout ratio

• Closed 51 transactions acquiring approximately 3,000 net royalty acres deploying $37.8 million in mineral acquisition capital

◦ Increased Permian Basin position by 1,150 net royalty acres, or 4% sequentially, from Q3 2019

◦ During full year 2019, acquired 13,400 net royalty acres deploying $218 million

• Averaged 60 rigs drilling approximately 2,500 net royalty acres across the Company's portfolio

• 892 gross (5.9 net) drilled but uncompleted locations (“DUCs”) in inventory as of December 31, 2019

◦ During Q4 2019, converted 376 (38%) gross and 2.6 (42%) net DUCs in inventory as of September 30, 2019

◦ During 2019, converted 92% of net DUCs in inventory as of December 31, 2018

2020 GUIDANCE

• Increased full year 2020 production guidance to 10,000 Boe/d to 11,000 Boe/d (greater than 56% oil cut), which excludes the impact of deploying 2020 mineral acquisition capital

◦ Anchored by current proved developed producing locations and current DUC / permit inventory

◦ Additional detail in 2020 Operational and Financial Guidance table

RECENT DEVELOPMENTS

• Subsequent to quarter-end, increased borrowing base to $180 million from $150 million

◦ December 31, 2019 liquidity of $201 million (excludes $30 million increase to RBL capacity)

(1) Non-GAAP measure. See “Non-GAAP Financial Measures” below.

Ben M. (“Bud”) Brigham, Executive Chairman commented, “Our 23% sequential production growth during the fourth quarter clearly demonstrates the resiliency of our “core-of-core” liquids weighted mineral position. Likewise, the 110% yearly production growth reaffirms the long-term strength of our diversified portfolio to deliver extended organic growth as well as our team’s ability to execute accretive ground game acquisitions. Our follow-on offering, executed in December, provides ample 2020 liquidity for our technical team to continue to execute upon our accretive ground game acquisitions. We are also excited to announce a 2020 mineral acquisition capital budget of $160 to $240 million, largely anticipated to be deployed to Permian Basin opportunities.”

Robert M. (“Rob”) Roosa, Chief Executive Officer, commented, “During the fourth quarter, we saw record DUC to PDP conversions across our assets. Our 376 gross DUCs converted to PDP this quarter were 53% greater than the 245 conversions last quarter. The ramp in our converted DUCs helped to fuel our 23% sequential production growth and record revenues. Even with the strong DUC conversions in the fourth quarter, we were able to reload 95% of our net DUC inventory and we remain excited about our continued forecasted production growth into 2020. Our 892 gross DUCs (5.9 net) in inventory as of year-end 2019 will be completed by well capitalized highly active operators including Continental Resources, Royal Dutch Shell, Occidental Petroleum and ExxonMobil. Furthermore, we saw a strong replenishment of gross and net permits during Q4 2019. Gross permits on our acreage increased to 715 (681 in Q3 2019) and net permits stayed steady at 4.4 (4.5 in Q3 2019). After the strong performance of our assets in Q4 2019, we are excited to raise our base production guidance for the full year 2020 to 10,000 - 11,000 Boe/d, which excludes production volumes associated with our ongoing 2020 acquisition ground game.”

Blake C. Williams, Chief Financial Officer, added, “We are extremely pleased with our financial performance in the fourth quarter, especially our record revenues, Adjusted EBITDA⁽¹⁾, and discretionary cash flow⁽¹⁾. The outperformance of our portfolio, anchored by continued strong completion and drilling activity across our Permian assets, allowed us to substantially raise our dividend by over 15% this quarter even after issuing 6 million new shares in our follow-on offering this December. Our discretionary cash flow per share of Class A common stock was $0.45 on a pre-tax basis, which was up 22% from the third quarter, and $0.38 per share on a post-tax basis, up 15% from the third quarter. Our ability to grow the dividend this quarter in a challenging market underscores the quality of our core asset position and resiliency of the Brigham Minerals business model.”

(1) Non-GAAP measure. See “Non-GAAP Financial Measures” below.

OPERATIONAL UPDATE

Mineral and Royalty Interest Ownership Update

During the three months ended December 31, 2019, the Company executed 51 transactions acquiring 3,000 net royalty acres (standardized to a 1/8th royalty interest) and deployed $37.8 million in capital to the Permian, SCOOP/STACK, and Williston Basins. The Company deployed approximately 57% of its mineral acquisition capital in the fourth quarter to the Permian Basin (42% Delaware and 15% Midland), 20% to the Anadarko Basin, and 19% to the Williston Basin. Fourth quarter acquisitions are expected to deliver near-term production and cash flow growth with the addition of 87 gross DUCs (0.5 net DUCs) and 47 gross permits (0.2 net permits) to inventory counts.

During the twelve months ended December 31, 2019, the Company completed 216 transactions acquiring 13,400 net royalty acres (standardized to a 1/8th royalty interest) and deployed $218 million in capital to the Permian, SCOOP/STACK/Merge, Williston and DJ Basins. The Company deployed approximately 71% of its mineral acquisition capital in 2019 to the Permian Basin (62% Delaware and 9% Midland), 23% to the Anadarko Basin, 5% to the Williston Basin and 1% to the DJ Basin. The acquired minerals added 210 gross DUCs (2.0 net DUCs) and 99 gross permits (0.5 net permits) to its inventory counts over the year. As of December 31, 2019, the Company had acquired roughly 82,200 net royalty acres, encompassing 12,777 gross (112 net) undeveloped horizontal locations, across 39 counties in what the Company views as the core of the Permian Basin in West Texas and New Mexico, the SCOOP/STACK plays in the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming and the Williston Basin in North Dakota.

The table below summarizes the Company’s mineral and royalty interest ownership at the dates indicated.

	Delaware		Midland		SCOOP		STACK		DJ		Williston		Other		Total
Net Royalty Acres (1)
December 31, 2019	25,750		4,100		11,100		10,700		15,600		7,750		7,200		82,200
September 30, 2019	24,900		3,800		10,600		10,250		15,450		7,100		7,100		79,200
June 30, 2019	21,750		3,500		10,250		10,050		15,450		6,900		6,200		74,100
March 31, 2019	20,550		3,200		9,750		9,700		15,450		6,850		6,000		71,500
Acres Added Q/Q	850		300		500		450		150		650		100		3,000
% Added Q/Q	3	%	8	%	5	%	4	%	1	%	9	%	1	%	4	%
December 31, 2018	19,200		3,200		8,700		9,700		15,400		6,800		5,800		68,800
Acres Added 2019	6,550		900		2,400		1,000		200		950		1,400		13,400
Acres Sold 2019	(100)		0		0		0		0		0		0		(100)
% Added 2019	34	%	28	%	28	%	10	%	1	%	14	%	24	%	19	%

(1) Individual amounts may not add to totals due to rounding

DUC Conversions Updates

The Company saw significant conversion of its DUC inventory during the fourth quarter with over 376 gross (2.6 net) horizontal wells identified that had been converted to production, which represented 38% of its gross DUC inventory as of Q3 2019 (42% of net DUCs). During 2019, the Company converted 697 gross DUCs (5.6 net DUCs) to PDP, which represents 86% of its gross DUC inventory (92% of its net DUCs) as of year-end 2018. Well additions during 2019 are summarized in the table below:

2019 Well Additions to Proved Developed Producing
	Gross		Net
DUCs	697	45%	5.6	45%
Permits	134	9%	0.7	6%
Acquired	594	38%	5.2	42%
Unpermitted	128	8%	0.9	7%
Total	1,553	100%	12.4	100%

Drilling Activity Update

During the fourth quarter 2019, the Company averaged approximately 60 rigs running on its mineral and royalty interests with approximately 2,500 net royalty acres under development as compared to 53 rigs and 2,540 net royalty acres under development on average over the prior seven quarters. The Company had 32 rigs operating on its Permian Basin minerals and 16 rigs on its SCOOP minerals. Key operators running rigs on Brigham’s mineral position included Continental (10 rigs), ExxonMobil (9 rigs), Occidental Petroleum (4 rigs), Marathon Oil (3 rigs) and Hess Corporation (3 rigs).

During 2019, the Company averaged 65 rigs running on its mineral and royalty interests with approximately 2,700 net royalty acres under development. During 2019, the Company had an average of 29 rigs operating on its Permian Basin minerals and 16 on its SCOOP minerals. Key operators running rigs on Brigham’s mineral position during 2019 included Continental (14 rigs), ExxonMobil (8 rigs), Occidental Petroleum (4 rigs), Marathon Oil (3 rigs) and Concho Resources (2 rigs). Brigham’s rig activity over the past eight quarters is summarized in the table below:

	Q1 18	Q2 18	Q3 18	Q4 18	Q1 19	Q2 19	Q3 19	Q4 19
Total Rigs	25	31	51	64	73	62	63	60
NRA Under Development	941	1,326	3,249	3,820	3,383	2,284	2,796	2,467
% of Total NRA	2%	2%	5%	6%	5%	3%	4%	3%

DUC and Permit Inventory Update

The Company expects 2020 production growth will be driven by the continued conversion of its DUC and permit inventory. Brigham’s gross and net DUC and permit inventory as of December 31, 2019 by basin is outlined in the table below:

	Development Inventory by Basin (1)
	Delaware	Midland	SCOOP	STACK	DJ	Williston	Other	Total
Gross Inventory
DUCs	255	136	118	19	181	155	28	892
Permits	168	119	15	10	201	198	4	715
Net Inventory
DUCs	2.4	0.8	0.7	0.1	1.4	0.5	0.1	5.9
Permits	1.3	0.4	0.1	0.0	2.2	0.3	—	4.4

(1) Individual amounts may not add to totals due to rounding.

FINANCIAL UPDATE

For the three months ended December 31, 2019, crude oil, natural gas and NGL production volumes, increased 110% to 9,627 Boe/d (73% liquids) as compared to the same prior year period, largely due to a 132% increase in Permian Basin volumes and a 120% increase in Anadarko Basin volumes.

Fourth quarter 2019 average realized prices were $55.55 per barrel of oil, $1.88 per Mcf of natural gas, and $14.22 per barrel of NGL, for a total equivalent price of $37.39 per Boe, excluding the effect of derivative instruments. This represents a 12%increase relative to third quarter 2019 and is 7% lower than year-ago levels of $40.15 per Boe.

The Company’s net income was $12.3 million for the three months ended December 31, 2019, inclusive of $1.8 million of non-cash share-based compensation expense. Adjusted EBITDA was $26.8 million for the three months ended December 31, 2019, up 106% from the same prior-year period. Adjusted EBITDA ex lease bonus was $26.3 million for the three months ended December 31, 2019, up 113% from the prior year. Adjusted EBITDA and Adjusted EBITDA ex lease bonus are non-GAAP financial measures. For a definition of Adjusted EBITDA and Adjusted EBITDA ex lease bonus and a reconciliation to our most directly comparable measure calculated and presented in accordance with GAAP, please read "Non-GAAP Financial Measures” below.

For the twelve months endedDecember 31, 2019, crude oil, natural gas and NGL production volumes, increased 91% to 7,414 Boe/d (71% liquids) as compared to the prior year, due to a 138% increase in Permian Basin volumes and a 103% increase in Anadarko Basin volumes.

Full year 2019 average realized prices were $54.16 per barrel of oil, $2.07 per Mcf of natural gas, and $15.03 per barrel of NGL, for a total equivalent price of $36.17 per Boe, excluding the effect of derivative instruments. This represents a 14%decrease relative to 2018 realized prices of $42.19 per Boe.

The Company’s net income was $21.6 million for the twelve months endedDecember 31, 2019, inclusive of $6.9 million of loss on extinguishment of debt and $10.0 million of non-cash share-based compensation expense. Adjusted EBITDA was $78.2 million for the twelve months endedDecember 31, 2019, up 47% from the prior year. Adjusted EBITDA ex lease bonus was $74.6 million for the twelve months endedDecember 31, 2019, up 63% from the prior year.

As of December 31, 2019, the Company had a cash balance of $51.1 million and $150.0 million of capacity on its revolving credit facility, providing the Company with total liquidity of $201.1 million. As of February 27, 2020, the Company had increased its borrowing base under its revolving credit facility to $180.0 million from $150.0 million, adding additional capacity to execute on ground game acquisition opportunities.

Fourth Quarter and Full Year 2019 Results

Financial and Operational Results	Three Months Ended December 31,						Twelve Months Ended December 31,
($ in thousands, except per unit of production data)	2019			2018			2019			2018
Operating Revenues
Oil sales	$	28,534		$	12,881		$	82,048		$	47,040
Natural gas sales	2,697			2,195			9,724			7,014
NGL sales	1,881			1,836			6,114			5,704
Total mineral and royalty revenue	$	33,112		$	16,912		$	97,886		$	59,758
Lease bonus and other revenue	502			679			3,629			7,506
Total Revenue	$	33,614		$	17,591		$	101,515		$	67,264
Net Production
Oil (MBbls)	514			234			1,515			777
Natural Gas (MMcf)	1,438			711			4,707			2,507
NGLs (MBbls)	132			69			407			222
Total Net Production (MBoe)	886			421			2,706			1,417
Total Net Daily Production (Boe/d)	9,627			4,579			7,414			3,881
Realized Prices ($/Boe)
Oil ($/Bbl)	$	55.55		$	55.16		$	54.16		$	60.56
Natural gas ($/Mcf)	1.88			3.09			2.07			2.80
NGLs ($/Bbl)	14.22			26.50			15.03			25.72
Average Realized Price excluding Derivatives	$	37.39		$	40.15		$	36.17		$	42.19
Average Realized Price including Derivatives	$	37.52		$	39.95		$	36.35		$	41.66
Operating Expenses
Gathering, transporting and marketing	$	1,235		$	1,050		$	4,985		$	3,944
Severance and ad valorem taxes	2,203			937			6,409			3,536
Depreciation, depletion and amortization	10,630			4,306			30,940			13,915
General and administrative (excluding share-based compensation)	3,368			2,566			11,914			6,638
Total Operating Expenses (before share-based compensation)	$	17,436		$	8,859		$	54,248		$	28,033
General and administrative, share-based compensation	1,816			—			10,049			—
Total Operating Expenses	$	19,252		$	8,859		$	64,297		$	28,033
Income From Operations	$	14,362		$	8,732		$	37,218		$	39,231
Gain (loss) on derivative instruments, net	(47		)	1,618			(568		)	424
Interest expense, net	(449		)	(3,418		)	(5,609		)	(7,446		)
Loss on extinguishment of debt	41						(6,892		)	—
Gain on sale and distribution of equity securities	—			—			—			823
Other income, net	4			53			169			110
Income Before Taxes	$	13,911		$	6,985		$	24,318		$	33,142
Income tax expense	1,565			(129		)	2,679			327
Net Income	$	12,346		$	7,114		$	21,639		$	32,815
Less: net income attributable to predecessor	—			(6,166		)	(5,092		)	(30,976		)
Less: net income attributable to temporary equity	(7,269		)	—			(9,646		)	—
Net income attributable to Brigham Minerals, Inc. Stockholders	$	5,077		$	948		$	6,901		$	1,839

Unit Expenses ($/Boe)
Gathering, transportation and marketing	$	1.40	$	2.49	$	1.84	$	2.78
Severance and ad valorem taxes	2.49		2.22		2.37		2.50
Depreciation, depletion and amortization	12.00		10.22		11.43		9.82
General and administrative (before share-based compensation)	3.80		6.09		4.40		4.69
General and administrative, share-based compensation	2.05		—		3.71		—
Interest expense, net	0.51		8.11		2.07		5.25

QUARTERLY CASH DIVIDEND

The Company’s Board of Directors (the “Board”) has declared a quarterly cash dividend incorporating results for the fourth quarter2019 of $0.38 per share of Class A common stock, to be paid on March 19, 2020 to holders of record as of March 12, 2020.

Future declarations of dividends are subject to approval by the Board and to the Board’s continuing determination that the declarations of dividends are in the best interests of the Company and its stockholders. Future dividends may be adjusted at the Board’s discretion based on market conditions and capital availability.

2020 OPERATIONAL AND FINANCIAL GUIDANCE

Guidance Ranges	Low		High
Daily Net Production (Boe/d) Sans Acquisitions	10,000	—	11,000
Oil Cut (%)	56%	—	59%
Lease Bonus ($ millions)	$4.5	—	$6.0
Unit Costs ($/Boe)
Cash G&A Expense Plus Share Based Compensation Expense ($/Boe)	$5.25	—	$6.35
Cash G&A Expense ($/Boe)	$3.60	—	$4.10
Share Based Compensation Expense ($/Boe)	$1.65	—	$2.25
Gathering, Transportation, and Marketing ($/Boe)	$1.65	—	$2.25
Production Taxes (% of Revenue)	7%	—	9%
Taxes
Tax Depletion ($/Boe)	$9.00	—	$11.50
Percent of Dividend Expected to be Return of Capital (Low: $55.00/Bbl and High: $50.00 Flat Pricing)	50%	—	70%
Mineral Acquisition Capital
Ground Game Acquisition Budget ($ millions)	$160	—	$240

BRIGHAM MINERALS FOURTH QUARTER 2019 EARNINGS CONFERENCE CALL

• Friday, February 28, 2020 at 12:00 p.m. Eastern Time (11:00 a.m. Central Time)

• Pre-register by visiting http://dpregister.com/10138905

• Listen to a live audio webcast of the call by visiting the Company’s website

◦ https://investors.brighamminerals.com

• A recording of the webcast will be available on the Company’s website after the call

Additionally, Brigham Minerals plans to participate in the following events and conferences

• March 2-3: Credit Suisse Energy Summit - Vail

• The Company is presenting on March 3 at 12:10 p.m. Mountain Time

• March 24-25: Simmons Energy Conference - Vegas

• The Company is presenting in a panel on March 25 at 9:45 a.m. Pacific Time

NON-GAAP FINANCIAL MEASURES

Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA margin and Discretionary Cash Flow are non-GAAP supplemental financial measures used by our management and by external users of our financial

statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis.

We define Adjusted Net Income as net income (loss) before loss on extinguishment of debt. We define Adjusted EBITDA as adjusted net income (loss) before depreciation, depletion and amortization, share based compensation expense, interest expense, gain or loss on sale and distribution of equity securities, gain or loss on derivative instruments and income tax expense, less other income and gain or loss on sale of oil and gas properties. We define Adjusted EBITDA ex lease bonus as Adjusted EBITDA further adjusted to eliminate the impacts of lease bonus revenue we receive due to the unpredictability of timing and magnitude of the revenue. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. We define Discretionary Cash Flow as Adjusted EBITDA, less cash interest expense and cash taxes.

Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA margin and Discretionary Cash Flow do not represent and should not be considered alternatives to, or more meaningful than, net income, income from operations, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA margin and Discretionary Cash Flow have important limitations as analytical tools because they exclude some but not all items that affect net income, the most directly comparable GAAP financial measure. Our computation of Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA margin and Discretionary Cash Flow may differ from computations of similarly titled measures of other companies.

The following tables present a reconciliation of Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA margin and Discretionary Cash Flow to the most directly comparable GAAP financial measure for the periods indicated.

SUPPLEMENTAL SCHEDULES

Note: Items reconciled below may also pertain to non-GAAP financial items that may be discussed in the earnings call

Reconciliation of Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA ex Lease Bonus

	Three Months Ended December 31,						Twelve Months Ended December 31,
($ In thousands)	2019			2018			2019			2018
Net Income	$	12,346		$	7,114		$	21,639		$	32,815
Add:
Loss on extinguishment of debt	(41		)	—			6,892			—
Adjusted Net Income	$	12,305		$	7,114		$	28,531		$	32,815
Add:
Depreciation, depletion and amortization	10,630			4,306			30,940			13,915
Share-based compensation expense	1,816			—			10,049			—
Interest expense	449			3,418			5,609			7,446
Loss on derivative instruments, net	47			—			568			—
Income tax expense	1,565			—			2,679			327
Less:
Gain on derivative instruments, net	—			1,618			—			424
Income tax benefit	—			129			—			—
Other income, net	4			53			169			110
Gain on sale and distribution of equity securities	—			—			—			823
Adjusted EBITDA	$	26,808		$	13,038		$	78,207		$	53,146
Lease bonus	502			679			3,629			7,506
Adjusted EBITDA ex Lease Bonus	$	26,306		$	12,359		$	74,578		$	45,640
Memo: Adjusted EBITDA Margin
Revenue	$	33,614		$	17,591		$	101,515		$	67,264
Adjusted EBITDA	$	26,808		$	13,038		$	78,207		$	53,146
Adjusted EBITDA Margin	80		%	74		%	77		%	79		%

Reconciliation of Discretionary Cash Flow

	Three Months Ended
($ In thousands, except per share amounts)	December 31, 2019			September 30, 2019			June 30, 2019
Adjusted EBITDA (1)	$	26,808		$	19,286		$	18,289
Less:
Adjusted EBITDA attributable to non-controlling interest	(10,700		)	(10,931		)	(10,366		)
Adjusted EBITDA attributable to Class A Common Stock	$	16,108		$	8,355		$	7,923
Less:
Cash interest expense	421			72			550
Cash taxes	2,568			731			117
Dividend equivalent rights	248			224			—
Retained cash flow	—			—			—
Less:
Lease bonus attributable to Class A Common Stock	300			421			641
Discretionary cash flow to Class A Common Stock ex Lease Bonus	$	12,571		$	6,907		$	6,615
Plus:
Lease bonus attributable to Class A Common Stock	300			421			641
Discretionary cash flow to Class A Common Stock	$	12,871		$	7,328		$	7,256
Plus:
Cash taxes	2,568			731			117
Discretionary cash flow to Class A Common Stock Pre-Tax	15,439			8,059			7,373
Shares of Class A Common Stock	34,181			21,997			21,997
Discretionary cash flow per share of Class A Common Stock ex. Lease Bonus	$	0.37		$	0.31		$	0.30
Discretionary cash flow per share of Class A Common Stock - Dividend	$	0.38		$	0.33		$	0.33
Discretionary cash flow per share of Class A Common Stock Pre-Tax	$	0.45		$	0.37		$	0.34

(1) Refer to Reconciliation of Adjusted EBITDA from Net Income above.

CONSOLIDATED AND COMBINED BALANCE SHEET

	December 31,
(In thousands, except share data)	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	51,133		$	31,985
Restricted cash	—			474
Accounts receivable	30,291			20,695
Prepaid expenses and other	1,688			7,103
Short-term derivative assets	—			1,057
Total current assets	83,112			61,314
Oil and gas properties, at cost, using the full cost method of accounting:
Unevaluated property	291,664			228,151
Evaluated property	449,061			289,851
Less accumulated depreciation, depletion, and amortization	(61,103		)	(27,628		)
Oil and gas properties - net	679,622			490,374
Other property and equipment	5,095			5,408
Less accumulated depreciation	(3,703		)	(3,115		)
Other property and equipment - net	1,392			2,293
Deferred tax asset	18,823			—
Other assets, net	1,213			45
Total assets	$	784,162		$	554,026
LIABILITIES AND SHAREHOLDERS'/MEMBERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	11,533		$	5,662
Current portion of debt	—			2,188
Total current liabilities	11,533			7,850
Long-term debt	—			168,517
Deferred tax liability	—			3,684
Other non-current liabilities	803			27
Temporary equity	454,507			—
Shareholders' and members' equity:
Members' contributed capital	—			208,728
Preferred stock, $0.01 par value; 50,000,000 authorized; no shares issued and outstanding	—			—
Class A common stock, $0.01 par value; 400,000,000 authorized, 34,040,934 shares issued and outstanding at December 31, 2019	340			—
Class B common stock, $0.01 par value; 150,000,000 authorized, 22,847,045 shares issued and outstanding at December 31, 2019	—			—
Additional paid-in capital	323,578			(3,057		)
Accumulated (deficit) earnings	(6,599		)	168,277
Total shareholders' equity attributable to Brigham Minerals, Inc. and members' equity	317,319			373,948
Total liabilities and shareholders' and members' equity	$	784,162		$	554,026

CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

	Years Ended December 31,
(In thousands, except per share data)	2019			2018			2017
REVENUES
Mineral and royalty revenues	$	97,886		$	59,758		$	30,066
Lease bonus and other revenues	3,629			7,506			10,842
Total revenues	$	101,515		$	67,264		$	40,908
OTHER OPERATING INCOME:
Gain on sale of oil and gas properties, net	—			—			94,551
OPERATING EXPENSES
Gathering, transportation and marketing	4,985			3,944			1,754
Severance and ad valorem taxes	6,409			3,536			1,601
Depreciation, depletion, and amortization	30,940			13,915			6,955
General and administrative	21,963			6,638			3,935
Total operating expenses	$	64,297		$	28,033		$	14,245
NET INCOME FROM OPERATIONS	$	37,218		$	39,231		$	121,214
(Loss) gain on derivative instruments, net	(568		)	424			(121		)
Interest expense, net	(5,609		)	(7,446		)	(556		)
Loss on extinguishment of debt	(6,892		)	—			—
Gain (loss) on sale and distribution of equity securities	—			823			(4,222		)
Other income, net	169			110			305
Income before income taxes	$	24,318		$	33,142		$	116,620
Income tax expense	2,679			327			1,008
NET INCOME	$	21,639		$	32,815		$	115,612
Less: Net income attributable to Predecessor	(5,092		)	(30,976		)	(115,612		)
Less: Net income attributable to temporary equity	(9,646		)	—			—
Net income attributable to common shareholders	$	6,901		$	1,839		$	—
NET INCOME PER COMMON SHARE
Basic	$	0.26		$	—		$	—
Diluted	$	0.26		$	—		$	—
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	22,870			—			—
Diluted	22,870			—			—

CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS

	Years Ended December 31,
(In thousands)	2019			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	21,639		$	32,815		$	115,612
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	30,940			13,915			6,955
Share-based compensation expense	10,049			—			—
Loss on extinguishment of debt	6,892			—			—
Amortization of debt issue costs	433			690			121
Deferred income taxes	665			237			295
Loss (gain) on derivative instruments, net	568			(424		)	121
Net cash received (paid) for derivative settlements	470			(754		)	—
(Gain) loss on sale and distribution of equity securities	—			(823		)	4,222
Bad debt expense	669			382			—
(Gain) on sale of oil and gas properties	—			—			(94,551		)
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts receivable	(10,246		)	(8,022		)	(6,787		)
(Increase)/Decrease in other current assets	1,787			(6,116		)	(44		)
Increase/(Decrease) in accounts payable and accrued liabilities	5,112			(484		)	3,956
Increase/(Decrease) in other long-term liabilities	47			28			—
Other operating	—			—			(499		)
Net cash provided by (used in) operating activities	$	69,025		$	31,444		$	29,401
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to oil and gas properties	(219,481		)	(195,603		)	(101,437		)
Additions to other fixed assets	(474		)	(723		)	(1,311		)
Proceeds from sale of oil and gas properties, net	3,123			125			111,024
Proceeds from sale of equity securities	—			933			17,896
Net cash provided by (used in) investing activities	$	(216,832	)	$	(195,268	)	$	26,172
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of short-term related party loan	—			(7,000		)	—
Borrowing of short-term related party loan	—			7,000			—
Payments of short-term debt	(4,596		)	—			—
Payments of long-term debt	(275,404		)	(70,000		)	(15,000		)
Borrowing of long-term debt	105,000			218,000			27,000
Payment of debt extinguishment fees	(2,091		)	—			—
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs	277,075			—			—
Proceeds from issuance of Class A common stock, net of offering costs	102,680			—			—
Capital contributions	—			46,011			37,000
Capital distributions	(441		)	—			(131,544		)
Dividends paid	(14,663		)	—			—
Distributions to holders of temporary equity	(19,731		)	—			—
Loan closing costs	(1,348		)	(4,614		)	(103		)
Net cash provided by (used in) financing activities	$	166,481		$	189,397		$	(82,647	)
Increase/Decrease in cash, cash equivalents and restricted cash	18,674			25,573			(27,074		)
Cash, cash equivalents and restricted cash, beginning of period	32,459			6,886			33,960
Cash, cash equivalents and restricted cash end of period	$	51,133		$	32,459		$	6,886

ABOUT BRIGHAM MINERALS, INC.

Brigham Minerals is an Austin, Texas, based company that acquires and actively manages a portfolio of mineral and royalty interests in the core of some of the most active, highly economic, liquids-rich resource basins across the continental United States. Brigham Minerals’ assets are located in the Permian Basin in Texas and New Mexico, the SCOOP and STACK plays in the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. The Company’s primary business objective is to maximize risk-adjusted total return to its shareholders by both capturing organic growth in its existing assets as well as leveraging its highly experienced technical evaluation team to continue acquiring minerals.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company's guidance within this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, downturns in operator activity due to commodity price fluctuations, the Company’s ability to integrate acquisitions into its existing business, changes in oil, natural gas and NGL prices, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, operational factors affecting the commencement or maintenance of producing wells on the Company’s properties, the condition of the capital markets generally, as well as the Company’s ability to access them, including the outbreak of pandemic or contagious disease, the proximity to and capacity of transportation facilities, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company’s business and other important factors. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise except as required by applicable law.

Contacts

At the Company:

Brigham Minerals, Inc.

Blake C. Williams

Chief Financial Officer

(512) 220-6350

Or

For Investor and Media Inquiries:

Lincoln Churchill Advisors

Julie D. Baughman

(512) 220-1500

InvestorRelations@brighamminerals.com