Voting and standstill pact for Black Stone Minerals (NYSE: BSM)

Rhea-AI Filing Summary

Black Stone Minerals, L.P. entered into a Unitholder Agreement with AP Basileia SPV, LLC on August 22, 2025. Under this agreement, AP Basileia must vote all of its preferred units and any additional securities acquired under the agreement in line with recommendations of the Board of Directors of the Partnership’s general partner on all ordinary course matters submitted to limited partners.

In return, Black Stone Minerals agreed not to exercise its right to redeem these preferred units from the execution date through November 27, 2027. For the same period, AP Basileia agreed to a customary standstill regarding the Partnership and may not transfer its preferred or acquired securities unless any transferee agrees in writing to be bound by the same terms, subject to specified exceptions.

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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): August 22, 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. ☐

Item 1.01.    Entry into a Material Definitive Agreement.

On August 22, 2025 (the “Execution Date”), Black Stone Minerals, L.P. (the “Partnership”) and AP Basileia SPV, LLC (the “Unitholder”) entered into a Unitholder Agreement (the “Unitholder Agreement”), pursuant to which (i) the Unitholder agreed to vote all of its preferred units representing limited partner interests in the Partnership (the “Preferred Units”) and any other securities of the Partnership acquired in accordance with the terms of the Unitholder Agreement (the “Acquired Securities”) in accordance with the recommendations of the Board of Directors of the General Partner of the Partnership on all ordinary course matters submitted for approval of the limited partners of the Partnership and (ii) the Partnership agreed not to exercise its right to redeem the Preferred Units, in each case, during the period commencing on the Execution Date and ending on November 27, 2027 (the “Termination Date”). In addition, during the period commencing on the Execution Date and ending on the Termination Date, the Unitholder agreed to a customary standstill with respect to the Partnership and agreed not the transfer any Preferred Units or Acquired Securities unless the transferee agrees in writing to be bound by the provisions of the Unitholder Agreement applicable to the Unitholder, subject to certain exceptions.

The foregoing description of the Unitholder Agreement is not complete and is qualified in its entirety by reference to the full text of the Unitholder Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 3.03.    Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Unitholder Agreement, dated as of August 22, 2025, by and between Black Stone Minerals, L.P. and AP Basileia SPV, LLC.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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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: August 27, 2025

By:

/s/ Steve Putman

Steve Putman

Senior Vice President, General Counsel, and Secretary

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Exhibit Index

 

Exhibit Number						Description
10.1						Unitholder Agreement, dated as of August 22, 2025, by and between Black Stone Minerals, L.P. and AP Basileia SPV, LLC.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

4

FAQ

What agreement did Black Stone Minerals (BSM) enter into on August 22, 2025?

On August 22, 2025, Black Stone Minerals, L.P. and AP Basileia SPV, LLC entered into a Unitholder Agreement governing voting, redemption, standstill, and transfer terms related to preferred units and certain acquired securities.

How will AP Basileia SPV, LLC vote its preferred units in Black Stone Minerals (BSM)?

AP Basileia SPV, LLC agreed to vote all of its preferred units and any acquired securities in accordance with the recommendations of the Board of Directors of the General Partner on all ordinary course matters submitted to limited partners.

What redemption rights did Black Stone Minerals agree to limit in this 8-K?

Black Stone Minerals agreed not to exercise its right to redeem the preferred units held by AP Basileia SPV, LLC from the execution date of August 22, 2025 through the termination date of November 27, 2027.

What standstill obligations apply to AP Basileia under the Unitholder Agreement with BSM?

From the execution date through November 27, 2027, AP Basileia SPV, LLC agreed to a customary standstill with respect to Black Stone Minerals and must comply with related restrictions described in the Unitholder Agreement.

Are transfers of Black Stone Minerals preferred units restricted under the Unitholder Agreement?

Yes. AP Basileia SPV, LLC agreed not to transfer any preferred units or acquired securities unless a transferee agrees in writing to be bound by the provisions of the Unitholder Agreement that apply to AP Basileia, subject to certain exceptions.

Where can investors find the full text of the Unitholder Agreement for Black Stone Minerals (BSM)?

The full text of the Unitholder Agreement is filed as Exhibit 10.1 and is incorporated by reference into Item 1.01 of this report.