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 19, 2021

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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 200
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:

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

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

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

☐ 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:

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 ☒

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. ☐

Item 2.02    Results of Operations and Financial Condition.

On February 24, 2021, Brigham Minerals, Inc. issued a press release announcing its operating and financial results for the quarter and year ended December 31, 2020. 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 19, 2021, upon the recommendation of the Nominating and Governance Committee of the Company, the Board of Directors of the Company appointed Jon-Al Duplantier as a director. Mr. Duplantier will serve as a Class II director of the Company until the expiration of his term on the date of the Company’s annual meeting of stockholders in 2021, or until his successor is duly elected and qualified. Mr. Duplantier is not currently named to any committees of the Board of Directors.

Mr. Duplantier, age 54, has spent 25 years in the energy industry. He is currently a director at both AltaGas Ltd. (TSX:ALA) and Allegiance Bancshares, Inc. (NASDAQ:ABTX) and also serves on the Allegiance Bancshares Audit Committee. Previously he served in a number of roles at Parker Drilling Company, most recently as President, Rental Tools and Well Services from April 2018 until July 2020. Prior thereto, Mr. Duplantier held a series of executive positions at Parker Drilling, including Senior Vice President, Chief Administrative Officer and General Counsel from April 2014 to March 2018; Senior Vice President and General Counsel from 2012 to 2014; and Vice President, General Counsel and Corporate Secretary from 2009 to 2012. Prior to joining Parker Drilling, he held a number of roles at ConocoPhillips (and its predecessor) including Senior Counsel, Exploration and Production, Managing Counsel, Indonesia and Managing Counsel, Environmental. Mr. Duplantier received his juris doctor degree from Louisiana State University and a Bachelor of Science from Grambling State University.

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

Mr. Duplantier will be compensated for his 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 22, 2021, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Duplantier pursuant to which the Company agreed to indemnify him against certain liabilities that may arise by reason of his status as director and to advance him expenses incurred as a result of any proceedings against him as to which he 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 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 24, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date:	February 24, 2021
		By:	/s/ Blake C. Williams
		Name:	Blake C. Williams
		Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1         

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of February 22, 2021 by and between Brigham Minerals, Inc., a Delaware corporation (the “Company”), and Jon-Al Duplantier (“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.  As used in this Agreement:

“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of  the Company or  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.

“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

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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 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

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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 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,

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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

(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  the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation,  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  having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or  having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or

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(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 (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,  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

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withheld, conditioned or delayed), or  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 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  if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and  in all other circumstances,  by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,  by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,  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  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)

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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,  the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by the Company),  the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and  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

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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  the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and  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  a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,  advancement is not timely made pursuant to Section 8 of this Agreement,  no

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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,  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,  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  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 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.

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(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 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  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,  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,  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,  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  the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution,

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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 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:  ten (10) years after the date that Indemnitee

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shall have ceased to serve as director, officer, employee or agent of the Company or any other Enterprise,  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 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 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:  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;  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  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

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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.

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  delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,  mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,  mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or  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 200

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  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  the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).

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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/ Kari A. Potts	By: /s/ Jon-Al Duplantier
Name:    Kari A. Potts	Name:    Jon-Al Duplantier
Title:    VP, General Counsel & Secretary	Title:    Director

Signature Page to Indemnification Agreement

EX-99.1

BRIGHAM MINERALS, INC.

REPORTS FOURTH QUARTER AND FULL YEAR 2020 OPERATING AND FINANCIAL RESULTS

AUSTIN, Texas - (BUSINESS WIRE) - February 24, 2021 - Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals,” “Brigham,” or the “Company”), a leading mineral and royalty interest acquisition company, today announced operating and financial results for the quarter and year ended December 31, 2020, as well as 2021 guidance.

FOURTH QUARTER 2020 OPERATING AND FINANCIAL HIGHLIGHTS

•Daily production volumes of 9,361 Boe/d (72% liquids, 52% oil)

◦Flat sequentially with Q3 2020

◦Permian Basin production volumes up 7% from Q3 2020 to 5,432 Boe/d

•Mineral and royalty revenues totaling $23.8 million

◦Up 10% sequentially from Q3 2020 driven by 10% higher realized pricing of $27.59 per Boe

•Net loss totaling $47.0 million

◦Adjusted Net Income(1) of $2.7 million excluding $49.7 million after-tax impairment of oil and gas properties

◦Adjusted EBITDA ex lease bonus(1) totaling $17.2 million up 13% sequentially from Q3 2020

•Declared Q4 2020 dividend of $0.26 per share of Class A common stock

◦Up 8% sequentially from Q3 2020

◦Dividend represents a 90% payout of Discretionary Cash Flow(1) with retained cash utilized to fund mineral acquisitions

•Closed 30 transactions acquiring approximately 1,585 net royalty acres deploying $20.5 million in mineral acquisition capital

◦Deployed 86% of mineral acquisition capital to the Permian Basin

•721 gross (3.6 net) drilled but uncompleted locations (“DUCs”) in inventory as of December 31, 2020

◦During Q4 2020, converted 106 (17%) gross and 1.0 (25%) net DUCs in inventory as of September 30, 2020

◦Approximately 67% of year-end 2020 net DUC inventory located in the Permian Basin and anticipate majority of DUCs to be converted by Exxon Mobil Corporation, Chevron Corporation, Occidental Petroleum Corporation, Continental Resources, Inc. and PDC Energy, Inc.

•$9.1 million cash balance and revolver capacity of $115 million as of December 31, 2020

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

2021 GUIDANCE

•Full year 2021 production guidance of 9,200 Boe/d to 9,900 Boe/d

◦Anchored by current producing locations, current DUC and permit inventory and acquisitions

◦Includes an estimated five days, or 150 Boe/d, of down time attributable to the impact of Q1 weather events

◦Additional detail in 2021 Operational and Financial Guidance table

Robert M. (“Rob”) Roosa, Chief Executive Officer, commented, “Brigham remains extremely well positioned to capitalize on the recent rebound in operator activity and positive momentum in commodity prices with all of our future production volumes unhedged. Furthermore, we enter 2021 with 721 gross DUCs (3.6 net) and 755 gross permits (4.2 net) that will drive near term production and cash flows with the majority of our DUCs anticipated to be completed by Exxon Mobil Corporation, Chevron Corporation, Occidental Petroleum Corporation, Continental Resources, Inc. and PDC Energy, Inc., who are currently running approximately 20 frac crews across our liquids rich basins. We are also continuing to gain momentum with our ground game acquisitions acquiring approximately 1,585 net royalty acres in the fourth quarter of 2020 at a cost of $5.5 million per net

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location with the assets comprised of 55% PDP, DUCs and permits. That momentum has continued into the first quarter of 2021 with closed and pending transactions totaling $21.6 million at an estimated cost per net location of $6.1 million. The assets are comprised of 50% PDP, DUCs and permits that are estimated to add over 1.6 net Permian DUCs and permits to inventory. With significant liquidity at year-end, our team remains confident that we will continue to grow shareholder value through highly accretive mineral acquisitions targeting asset level IRRs close to double our cost of capital. I could not be more excited about the current position of our Company to capitalize on market conditions through organic growth, acquisitions and prudent capital management.”

Blake C. Williams, Chief Financial Officer, added, “Our strong operating and financial results allowed us to raise our dividend by 8% this quarter to $0.26 per share while also increasing our retained cash flow from 5% to 10%, which we used to internally fund approximately 9% of our fourth quarter 2020 acquisitions. With the increase in commodity prices along with our low leverage, our Adjusted EBITDA ex lease bonus(1) increased by 13% this quarter and our Adjusted EBITDA margin(1) returned to the mid 70% range. Throughout the energy down cycle of 2020, we successfully captured opportunities while preserving our balance sheet and maintain $124 million of liquidity headed into 2021. Furthermore, we intend to continue increasing our cash flow retention over the next several quarters to 20-25% of Discretionary Cash Flow(1) to extend our liquidity. Finally, we are pleased to showcase the differentiation our business model provides from the broader energy space through production guidance of 9,200 – 9,900 Boe/d which represents modest growth in 2021 volumes over our current production. This range incorporates an estimated impact of five days of down time due to Q1 weather events, and emphasizes our ability to return substantial capital to shareholders in any environment given our diversified, resilient asset base.”

(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, 2020, the Company executed 30 transactions acquiring approximately 1,585 net royalty acres (standardized to a 1/8th royalty interest) and deployed $20.5 million in capital. The Company focused approximately 86% of its mineral acquisition capital in the fourth quarter towards the Permian Basin. Fourth quarter acquisitions are expected to deliver near-term production and cash flow growth with the addition of 128 gross DUCs (0.4 net DUCs) and 55 gross permits (0.1 net permits) to inventory counts.

During the year ended December 31, 2020, the Company completed 81 transactions acquiring 4,635 net royalty acres (standardized to a 1/8th royalty interest) for $66.5 million in capital. The Company deployed approximately 92% of its mineral acquisition capital in 2020 to the Permian Basin. The acquired minerals added 165 gross DUCs (0.6 net DUCs) and 97 gross permits (0.3 net permits) to its inventory counts over the year. As of December 31, 2020, the Company had acquired roughly 86,285 net royalty acres, encompassing 13,496 gross (116.3 net) undeveloped horizontal locations, across 37 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, 2020	28,330		5,220		11,400		10,725		15,890		7,950		6,770		86,285
September 30, 2020	27,550		4,875		11,400		10,725		15,600		7,825		6,725		84,700
Acres Added Q/Q	780		345		—		—		290		125		45		1,585
% Added Q/Q	3	%	7	%	—	%	—	%	2	%	2	%	1	%	2	%
December 31, 2019	25,750		4,100		11,100		10,700		15,600		7,750		7,200		82,200
Acres Added in 2020	2,580		1,120		300		25		290		200		120		4,635
Acres Sold in 2020	—		—		—		—		—		—		(550)		(550)
% Added in 2020	10	%	27	%	3	%	—	%	2	%	3	%	(6)	%	5	%

(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 106 gross (1.0 net) horizontal wells identified that had been converted to production, which represented 17% of its gross DUC inventory as of Q3 2020 (25% of net DUCs). During 2020, the Company identified the conversion of 628 gross DUCs (4.7 net DUCs) to PDP,

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which represents 70% of its gross DUC inventory (79% of its net DUCs) as of year-end 2019. Well conversions to proved developed producing during 2020 are summarized in the table below:

2020 Well Additions to Proved Developed Producing
	Gross		Net
DUCs	628	59%	4.7	62%
Acquired	424	39%	2.5	33%
Converted Permitted and Other	25	2%	0.4	5%
Total	1,077	100%	7.6	100%

Drilling Activity Update

During the fourth quarter 2020, the Company identified 79 gross (0.4 net) wells spud on its mineral position, which represents a 39% sequential increase from the third quarter 2020. Brigham’s gross and net wells spud activity over the past 12 quarters is summarized in the table below:

	Q1 18	Q2 18	Q3 18	Q4 18	Q1 19	Q2 19	Q3 19	Q4 19	Q1 20	Q2 20	Q3 20	Q4 20
Gross Wells Spud	82	99	208	150	230	248	214	185	209	36	57	79
Net Wells Spud	0.3	1.1	1.4	1.0	1.2	1.3	1.3	1.7	1.6	0.2	0.4	0.4
Four Quarter Rolling Average Net Wells Spud				1.0	1.2	1.2	1.2	1.4	1.5	1.1	1.0	0.6

DUC and Permit Inventory Update

The Company expects 2021 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, 2020 by basin is outlined in the table below:

	Development Inventory by Basin (1)
	Delaware	Midland	SCOOP	STACK	DJ	Williston	Other	Total
Gross Inventory
DUCs	187	218	62	3	111	124	16	721
Permits	159	97	11	6	222	252	8	755
Net Inventory
DUCs	1.8	0.7	0.3	—	0.7	0.1	0.1	3.6
Permits	0.9	0.4	—	—	2.2	0.5	0.1	4.2

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

FINANCIAL UPDATE

Fourth Quarter 2020 Financial Update

For the three months ended December 31, 2020, crude oil, natural gas and NGL production volumes were 9,361 Boe/d (72% liquids), which is flat relative to third quarter 2020. Our volumes are 3% lower than the same prior year period, largely due to a decrease in Anadarko and Williston Basin volumes, which were partially offset by a 7% increase in Permian Basin volumes.

Fourth quarter 2020 average realized prices were $40.40 per barrel of oil, $2.29 per Mcf of natural gas, and $14.11 per barrel of NGL, for a total equivalent price of $27.59 per Boe. This represents a 10% increase relative to third quarter 2020 and is 26% lower than the same prior year period level of $37.39 per Boe, excluding the effect of derivative instruments.

The Company’s net loss was $47.0 million for the three months ended December 31, 2020, inclusive of a $49.7 million after-tax impairment of oil and gas properties resulting from the continued reduction in commodity prices as well as certain reclassification of proved undeveloped reserves to probable and possible reserves, as a result of a slowdown in operator activity. Adjusted EBITDA was $17.2 million for the three months ended December 31, 2020, up 3% from the third quarter 2020 and down 36% from the same prior-year period. Adjusted EBITDA ex lease bonus was $17.2 million for the three months ended December 31, 2020, up 13% from the third quarter 2020 and down 34% 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

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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.

Full Year 2020 Financial Update

For the year ended December 31, 2020, crude oil, natural gas and NGL production volumes increased 28% to 9,483 Boe/d (72% liquids) as compared to the prior year, due to a 56% increase in Permian Basin volumes.

Full year 2020 average realized prices were $37.26 per barrel of oil, $1.80 per Mcf of natural gas, and $11.61 per barrel of NGL, for a total equivalent price of $24.85 per Boe. This represents a 31% decrease relative to 2019 realized prices of $36.17 per Boe, excluding the effect of derivative instruments.

The Company’s net loss was $58.0 million for the year ended December 31, 2020, inclusive of a $65.1 million after-tax impairment of oil and gas properties resulting from the continued reduction in commodity prices as well as certain reclassification of proved undeveloped reserves to probable and possible reserves, as a result of a slowdown in operator activity. Adjusted EBITDA was $65.0 million for the year ended December 31, 2020, down 17% from the prior year. Adjusted EBITDA ex lease bonus was $59.6 million for the year ended December 31, 2020, down 20% 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.

As of December 31, 2020, the Company had a cash balance of $9.1 million and $115 million of capacity on its revolving credit facility, providing the Company with total liquidity of $124.1 million.

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Fourth Quarter and Full Year 2020 Financial and Operational Results

	Three Months Ended December 31,				Years Ended December 31,
($ in thousands, except per unit of production data)	2020		2019		2020		2019
REVENUES
Oil sales	$	17,969	$	28,534	$	67,909	$	82,048
Natural gas sales	3,327		2,697		10,443		9,724
NGL sales	2,464		1,881		7,893		6,114
Total mineral and royalty revenues	$	23,760	$	33,112	$	86,245	$	97,886
Lease bonus and other revenue	—		502		5,478		3,629
Total revenues	$	23,760	$	33,614	$	91,723	$	101,515
PRODUCTION
Oil (MBbls)	445		514		1,823		1,515
Natural gas (MMcf)	1,451		1,438		5,809		4,707
NGLs (MBbls)	175		132		680		407
Equivalents (MBoe)	861		886		3,471		2,706
Equivalents per day (Boe/d)	9,361		9,627		9,483		7,414
REALIZED PRICES ($/Boe)
Oil ($/Bbl)	$	40.40	$	55.55	$	37.26	$	54.16
Natural gas ($/Mcf)	2.29		1.88		1.80		2.07
NGLs ($/Bbl)	14.11		14.22		11.61		15.03
Average Realized Price, without Derivatives	$	27.59	$	37.39	$	24.85	$	36.17
Average Realized Price, with Derivatives	$	27.59	$	37.52	$	24.85	$	36.35
OPERATING EXPENSES
Gathering, transportation and marketing	$	1,879	$	1,235	$	6,985	$	4,985
Severance and ad valorem taxes	1,427		2,203		5,606		6,409
Depreciation, depletion, and amortization	12,411		10,630		48,238		30,940
Impairment of oil and gas properties	60,664		—		79,569		—
General and administrative (before share-based compensation)	3,220		3,368		14,090		11,914
Total Operating Expenses (before share-based compensation)	$	79,601	$	17,436	$	154,488	$	54,248
Share-based compensation	1,837		1,816		7,529		10,049
Total operating expenses	$	81,438	$	19,252	$	162,017	$	64,297
(LOSS) INCOME FROM OPERATIONS	$	(57,678)	$	14,362	$	(70,294)	$	37,218
Other expenses:
Loss on derivative instruments, net	—		(47)		—		(568)
Interest expense, net	(195)		(449)		(890)		(5,609)
Loss on extinguishment of debt	—		41		—		(6,892)
Other income, net	399		4		428		169
(Loss) income before income tax expense	$	(57,474)	$	13,911	$	(70,756)	$	24,318
Income tax (benefit) expense	(10,512)		1,565		(12,762)		2,679
NET (LOSS) INCOME	$	(46,962)	$	12,346	$	(57,994)	$	21,639
Less: net income attributable to predecessor	—		—		—		(5,092)
Less: net loss (income) attributable to temporary equity	13,359		(7,269)		15,582		(9,646)
Net (loss) income attributable to Brigham Minerals, Inc. shareholders	$	(33,603)	$	5,077	$	(42,412)	$	6,901
Unit Expenses ($/Boe)
Gathering, transportation and marketing	$	2.18	$	1.40	$	2.01	$	1.84
Severance and ad valorem taxes	1.66		2.49		1.62		2.37
Depreciation, depletion and amortization	14.41		12.00		13.90		11.43
General and administrative (before share-based compensation)	3.74		3.80		4.06		4.40
General and administrative, share-based compensation	2.13		2.05		2.17		3.71
Interest expense, net	0.23		0.51		0.26		2.07

5

QUARTERLY CASH DIVIDEND

The Company’s Board of Directors (the “Board”) has declared a quarterly cash dividend for the fourth quarter 2020 of $0.26 per share of Class A common stock, to be paid on March 26, 2021 to holders of record as of March 19, 2021. This brings total capital returned through dividends to shareholders of $1.01 per share based on financial results for the full year 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.

2021 OPERATIONAL AND FINANCIAL GUIDANCE

Guidance Ranges	Low		High
Daily Net Production (Boe/d)	9,200	—	9,900
Oil Cut (%)	52%	—	55%
Lease Bonus ($ millions)	$2.0	—	$4.0
Expenses
Cash G&A Expense Plus Share Based Compensation Expense ($ millions)	$23.60	—	$26.40
Cash G&A Expense ($ millions)	$14.40	—	$16.40
Share Based Compensation Expense ($ millions)	$9.20	—	$10.00
Gathering, Transportation, and Marketing ($/Boe)	$1.65	—	$2.25
Production Taxes (% of Revenue)	7%	—	9%
Taxes
Tax Depletion ($/Boe)	$10.00	—	$12.50
Percent of Dividend Expected to be Return of Capital	70%	—	90%
Mineral Acquisition Capital
Ground Game Acquisition Budget ($ millions)	$90	—	$110

BRIGHAM MINERALS FOURTH QUARTER 2020 EARNINGS CONFERENCE CALL

•Thursday, February 25, 2021 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time)

•Pre-register by visiting http://dpregister.com/sreg/10152416/e2c1055900

•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 1-3: Credit Suisse Energy Summit

•March 22-23, 2021: Simmons Energy Conference

NON-GAAP FINANCIAL MEASURES

Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow and Discretionary Cash Flow ex lease bonus 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 impairment of oil and gas properties, after tax, and loss on extinguishment of debt, after tax. We define Adjusted EBITDA as Adjusted Net Income before depreciation, depletion and amortization, share based compensation expense, interest expense, gain or loss on derivative instruments and income tax expense, less other income, gain on sale of oil and gas properties and income tax benefit. We define Adjusted EBITDA ex lease

6

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 Total Revenue. We define Discretionary Cash Flow as Adjusted EBITDA, less cash interest expense and cash taxes. We define Discretionary Cash Flow ex lease bonus as Discretionary Cash Flow further adjusted to eliminate the impacts of lease bonus revenue.

Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus, Adjusted EBITDA Margin, Discretionary Cash Flow, and Discretionary Cash Flow ex lease bonus 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, Discretionary Cash Flow, and Discretionary Cash Flow ex lease bonus 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, Discretionary Cash Flow, and Discretionary Cash Flow ex lease bonus 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, Discretionary Cash Flow, and Discretionary Cash Flow ex lease bonus 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.

7

Reconciliation of Adjusted Net Income, Adjusted EBITDA, Adjusted EBITDA ex lease bonus and Adjusted EBITDA Margin

	Three Months Ended December 31,						Years Ended December 31,
(In thousands, except for margin % data)	2020			2019			2020			2019
Net (Loss) Income	$	(46,962)		$	12,346		$	(57,994)		$	21,639
Add:
Impairment of oil and gas properties, after tax (1)	49,664			—			65,132			—
Loss on extinguishment of debt, after tax (2)	—			(41)			—			6,134
Adjusted Net Income	$	2,702		$	12,305		$	7,138		$	27,773
Add:
Depreciation, depletion, and amortization	12,411			10,630			48,238			30,940
Share-based compensation expense	1,836			1,816			7,529			10,049
Interest expense, net	195			449			890			5,609
Loss on derivative instruments, net	—			47			—			568
Income tax expense	488			1,565			1,675			3,437
Less:
Other income, net	399			4			428			169
Adjusted EBITDA	$	17,233		$	26,808		$	65,042		$	78,207
Lease bonus	—			502			5,478			3,629
Adjusted EBITDA ex lease bonus	$	17,233		$	26,306		$	59,564		$	74,578
Memo: Adjusted EBITDA Margin
Total Revenue	$	23,760		$	33,614		$	91,723		$	101,515
Adjusted EBITDA	$	17,233		$	26,808		$	65,042		$	78,207
Adjusted EBITDA Margin	73		%	80		%	71		%	77		%

(1) Tax effect of $11.0 million tax benefit for the three months ended December 31, 2020 and $14.4 million tax benefit for the year ended December 31, 2020.

(2) Tax effect of $0.8 million tax benefit for the year ended December 31, 2019.

8

Reconciliation of Discretionary Cash Flow and Discretionary Cash Flow ex lease bonus

	Three Months Ended
(In thousands, except per share amounts)	December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
Adjusted EBITDA (1)	$	17,233	$	16,777	$	5,909	$	25,123
Less:
Adjusted EBITDA attributable to non-controlling interest	(4,000)		(3,912)		(1,829)		(10,029)
Adjusted EBITDA attributable to Class A common stock	$	13,233	$	12,865	$	4,080	$	15,094
Less:
Cash interest expense	111		437		165		152
Cash taxes (2)	—		—		(2,036)		2,036
Dividend equivalent rights	316		192		462		360
Discretionary cash flow to Class A common stock	$	12,806	$	12,236	$	5,489	$	12,546
Less:
Lease bonus	—		1,158		43		2,348
Discretionary cash flow ex lease bonus to Class A common stock	$	12,806	$	11,078	$	5,446	$	10,198
Add:
Lease bonus	—		—		43		2,348
Less:
Retained cash flow	1,323		554		—		—
Distributed cash flow to Class A common stock	$	11,483	$	10,524	$	5,489	$	12,546
Shares of Class A common stock	43,558		43,316		39,297		34,174
Distributed cash flow per share of Class A common stock - Dividend	$	0.26	$	0.24	$	0.14	$	0.37

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

(2) The Company does not expect to incur federal income taxes for income related to results for the year ended December 31, 2020.

Common Stock Outstanding as of December 31, 2020:

Common stock by type	Share count	Percent of Total
Class A common stock	43,558,494	76.8	%
Class B common stock	13,167,687	23.2	%
Total	56,726,181	100	%

9

CONSOLIDATED BALANCE SHEETS

	December 31,
(In thousands, except share data)	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	9,144	$	51,133
Accounts receivable	17,632		30,291
Prepaid expenses and other	3,693		1,688
Total current assets	30,469		83,112
Oil and gas properties, at cost, using the full cost method of accounting:
Unevaluated property	325,091		291,664
Evaluated property	488,301		449,061
Less accumulated depreciation, depletion, and amortization	(189,546)		(61,103)
Oil and gas properties—net	623,846		679,622
Other property and equipment	5,587		5,095
Less accumulated depreciation	(4,632)		(3,703)
Other property and equipment—net	955		1,392
Deferred tax asset	24,920		18,823
Other assets, net	771		1,213
Total assets	$	680,961	$	784,162
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	7,905	$	11,533
Total current liabilities	7,905		11,533
Long-term debt	20,000		—
Other non-current liabilities	1,126		803
Temporary equity	146,280		454,507
Shareholders' equity:
Preferred stock, $0.01 par value; 50,000,000 authorized; no shares issued and outstanding at December 31, 2020 and December 31, 2019	—		—
Class A common stock, $0.01 par value; 400,000,000 authorized, 43,995,124 shares issued and 43,558,494 shares outstanding at December 31, 2020; 34,040,934 issued and outstanding at December 31, 2019	440		340
Class B common stock, $0.01 par value; 150,000,000 authorized, 13,167,687 shares issued and outstanding at December 31, 2020; 22,847,045 shares issued and outstanding at December 31, 2019	—		—
Additional paid-in capital	601,129		323,578
Accumulated deficit	(92,392)		(6,599)
Treasury stock, at cost; 436,630 shares at December 31, 2020 and no shares at December 31, 2019	(3,527)		—
Total shareholders' equity attributable to Brigham Minerals, Inc.	505,650		317,319
Total liabilities, temporary equity and shareholders' equity	$	680,961	$	784,162

10

CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

	Years Ended December 31,
(In thousands, except per share data)	2020		2019		2018
REVENUES
Mineral and royalty revenues	$	86,245	$	97,886	$	59,758
Lease bonus and other revenues	5,478		3,629		7,506
Total revenues	$	91,723	$	101,515	$	67,264
OPERATING EXPENSES
Gathering, transportation and marketing	6,985		4,985		3,944
Severance and ad valorem taxes	5,606		6,409		3,536
Depreciation, depletion, and amortization	48,238		30,940		13,915
Impairment of oil and gas properties	79,569		—		—
General and administrative	21,619		21,963		6,638
Total operating expenses	$	162,017	$	64,297	$	28,033
(LOSS) INCOME FROM OPERATIONS	$	(70,294)	$	37,218	$	39,231
(Loss) gain on derivative instruments, net	—		(568)		424
Interest expense, net	(890)		(5,609)		(7,446)
Loss on extinguishment of debt	—		(6,892)		—
Gain on sale and distribution of equity securities	—		—		823
Other income, net	428		169		110
(Loss) income before income tax expense	$	(70,756)	$	24,318	$	33,142
Income tax (benefit) expense	(12,762)		2,679		327
NET (LOSS) INCOME	$	(57,994)	$	21,639	$	32,815
Less: Net income attributable to Predecessor	—		(5,092)		(30,976)
Less: net loss (income) attributable to temporary equity	15,582		(9,646)		—
Net (loss) income attributable to Brigham Minerals, Inc. shareholders	$	(42,412)	$	6,901	$	1,839
NET INCOME PER COMMON SHARE
Basic	$	(1.11)	$	0.26	$	—
Diluted	$	(1.11)	$	0.26	$	—
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	38,178		22,870		—
Diluted	38,178		22,870		—

11

CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS

	Years Ended December 31,
(In thousands)	2020		2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(57,994)	$	21,639	$	32,815
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	48,238		30,940		13,915
Impairment of oil and gas properties	79,569		—		—
Share-based compensation expense	7,529		10,049		—
Loss on extinguishment of debt	—		6,892		—
Amortization of debt issue costs	605		433		690
Deferred income tax (benefit)/expense	(9,942)		665		237
Loss (gain) on derivative instruments, net	—		568		(424)
Net cash received (paid) for derivative settlements	—		470		(754)
Gain on sale and distribution of equity securities	—		—		(823)
Bad debt expense	299		669		382
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivables	12,359		(10,246)		(8,022)
(Increase) decrease in other current assets	(2,005)		1,787		(6,116)
Decrease in other deferred charges	45		—		—
(Decrease) increase in accounts payables and accrued liabilities	(3,608)		5,112		(484)
Increase in other long-term liabilities	165		47		28
Net cash provided by operating activities	$	75,260	$	69,025	$	31,444
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to oil and gas properties	(66,498)		(219,481)		(195,603)
Additions to other fixed assets	(492)		(474)		(723)
Proceeds from sale of oil and gas properties, net	1,565		3,123		125
Proceeds from sale of equity securities	—		—		933
Net cash used in investing activities	$	(65,425)	$	(216,832)	$	(195,268)
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)
Borrowing of long-term debt	20,000		105,000		218,000
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
Capital distributions	—		(441)		—
Purchase of treasury stock	(3,527)		—		—
Dividends paid	(42,216)		(14,663)		—
Distributions to holders of temporary equity	(24,670)		(19,731)		—
Debt issuance cost	(208)		(1,348)		(4,614)
Employee tax withholding for settlement of equity compensation awards	(1,203)		—		—
Net cash (used in) provided by financing activities	$	(51,824)	$	166,481	$	189,397
(Decrease) increase in cash and cash equivalents and restricted cash	(41,989)		18,674		25,573
Cash, cash equivalents and restricted cash, beginning of period	51,133		32,459		6,886
Cash, cash equivalents and restricted cash end of period	$	9,144	$	51,133	$	32,459

12

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 production and other 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, continued downturns or delays in resuming 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, the proximity to and capacity of transportation facilities, and uncertainties regarding environmental regulations or litigation, global or national health events, including the ongoing spread and economic effects of the ongoing COVID-19 pandemic, potential future pandemics, the actions of the Organization of Petroleum Exporting Countries and other significant producers and governments and the ability of such producers to agree to and maintain oil price and production controls and other legal or regulatory developments affecting the Company’s business and other important factors. These and other applicable uncertainties, factors and risks are described more fully in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, 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) 220-1500

InvestorRelations@brighamminerals.com

13

XML

Cover	Feb. 19, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 19, 2021
Entity Registrant Name	Brigham Minerals, Inc.
Entity Central Index Key	0001745797
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38870
Entity Tax Identification Number	83-1106283
Entity Address, Address Line One	5914 W. Courtyard Drive,
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Austin,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78730
City Area Code	(512)
Local Phone Number	220-6350
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.01
Trading Symbol	MNRL
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false