Black Stone Minerals (NYSE: BSM) details executive compensation for new leadership team

Rhea-AI Filing Summary

Black Stone Minerals, L.P. filed an amendment to a prior report to complete details of its previously announced leadership transition effective January 1, 2026. The filing confirms that the new officer and director appointments have taken effect and that the Compensation Committee has set target pay levels for the affected executives.

Executive Chairman Thomas L. Carter, Jr. has a salary of $450,000, with a short-term incentive target of $450,000 and a long-term incentive target of $1,600,000, for a total target compensation of $2,500,000. Co-Chief Executive Officers and Presidents Fowler T. Carter and Taylor DeWalch each have a salary of $425,000, STI target of $425,000, and LTI target of $2,400,000, for total targets of $3,250,000 each. Senior Vice President, Chief Financial Officer, and Treasurer Chris Bonner has a salary of $320,000, STI target of $320,000, and LTI target of $1,280,000, for a total target of $1,920,000.

The amendment also notes that Mr. Bonner is expected to enter into a severance agreement providing cash severance payments and benefits if his employment is terminated under certain circumstances, in a form substantially similar to agreements for certain other executives.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): October 30, 2025

Black Stone Minerals, L.P.

(Exact name of registrant as specified in its charter)

Delaware

001-37362

47-1846692

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation or organization)

Identification No.)

 

1001 Fannin Street, Suite 2020

Houston,

Texas

77002

(Address of principal executive offices)

(Zip code)

 

Registrant’s telephone number, including area code:
 Not Applicable (Former name or former address, if changed since last report)
(713) 445-3200

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units Representing Limited Partner Interests

BSM

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. ☐

The filing amends Item 5.02 of the Current Report on Form 8-K of Black Stone Minerals, L.P. ("BSM" or the "Partnership") filed on November 5, 2025 (the "Initial 8-K") to add the information described below. No other changes are being made to the Initial Form 8-K.

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

On November 5, 2025, BSM filed the Initial 8-K announcing a leadership transition effective January 1, 2026. At the time of the Initial 8-K, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Partnership's general partner had not yet determined compensation levels for the new roles.

In accordance with instruction no. 2 of the Instructions to Item 5.02 of Form 8-K, the Partnership is filing this amendment to the Initial 8-K to disclose that, on January 1, 2026, the previously disclosed officer and director appointments were completed and that the Compensation Committee set the compensation for the relevant officers as shown in the table below. The targeted amounts shown in the short-term-incentive target ("STI Target") and long-term-incentive target ("LTI Target") columns were approved but have not yet been granted.

			Name						Title						Salary						STI Target						LTI Target						Total
			Thomas L. Carter, Jr.						Executive Chairman of the Board of Directors						$450,000						$450,000						$1,600,000						$2,500,000
			Fowler T. Carter						Co-Chief Executive Officer and President						$425,000						$425,000						$2,400,000						$3,250,000
			Taylor DeWalch						Co-Chief Executive Officer and President						$425,000						$425,000						$2,400,000						$3,250,000
			Chris Bonner						Senior Vice President, Chief Financial Officer, and Treasurer						$320,000						$320,000						$1,280,000						$1,920,000

The Partnership expects that Mr. Bonner will enter into a severance agreement with Black Stone Natural Resources Management Company, in a form substantially similar to those entered into by Messrs. Fowler Carter, Taylor DeWalch, and Steve Putman. That agreement will provide for the payment of cash severance payments and benefits in the event Mr. Bonner's employment is terminated under certain circumstances, but he has not yet entered into the agreement.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL).

2

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.

 

BLACK STONE MINERALS, L.P.

By:

Black Stone Minerals GP, L.L.C., its general partner

Date: January 7, 2026

By:

/s/ Steve Putman

Steve Putman

Senior Vice President, General Counsel, and Secretary

3

Exhibit Index

 

Exhibit Number						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL).

4

FAQ

What does Black Stone Minerals (BSM) disclose in this amended 8-K?

The amendment updates a prior report to confirm that previously announced officer and director appointments became effective on January 1, 2026 and to disclose the target compensation levels for those executives, including salary, short-term incentive targets, and long-term incentive targets.

What is the new target compensation for Black Stone Minerals Executive Chairman?

Thomas L. Carter, Jr., Executive Chairman of the Board of Directors, has a salary of $450,000, a short-term incentive target of $450,000, and a long-term incentive target of $1,600,000, for a total target compensation of $2,500,000.

How are the Co-CEOs of Black Stone Minerals (BSM) compensated under the new structure?

Fowler T. Carter and Taylor DeWalch, each serving as Co-Chief Executive Officer and President, have identical packages: salary of $425,000, short-term incentive target of $425,000, and long-term incentive target of $2,400,000, resulting in total target compensation of $3,250,000 each.

What compensation is disclosed for Black Stone Minerals CFO in this filing?

Chris Bonner, Senior Vice President, Chief Financial Officer, and Treasurer, has a salary of $320,000, a short-term incentive target of $320,000, and a long-term incentive target of $1,280,000, for a total target compensation of $1,920,000.

What does the filing say about a potential severance agreement for Black Stone Minerals CFO?

The filing states that the Partnership expects Mr. Bonner to enter into a severance agreement with Black Stone Natural Resources Management Company, substantially similar to those of Fowler Carter, Taylor DeWalch, and Steve Putman, which would provide cash severance payments and benefits if his employment is terminated under certain circumstances.

Does this amended 8-K change the previously announced leadership transition at BSM?

The amendment does not change the previously announced leadership transition. It confirms that the officer and director appointments disclosed earlier were completed on January 1, 2026 and adds specific compensation details for the affected executives.