[8-K] Black Stone Minerals, L.P. Reports Material Event

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing Worst-of SPX and RTY Trigger Jump Securities (CUSIP 61778NEB3) that mature on August 1, 2030. Each $1,000 security offers a fixed upside payment of $375–$425 (37.50%–42.50%) if, on the single observation date (July 29, 2030), the worst performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY) is at or above its initial level, or has not declined by more than 35%. If the worst underlier closes below the 65% downside threshold, principal is lost 1-for-1 on the decline and can reach zero. No periodic coupons are paid.

The preliminary estimated value is $922 (±$55) per $1,000 note, reflecting dealer margins and hedging costs. The notes will not be listed, and secondary liquidity may be limited. All payments are subject to Morgan Stanley’s credit risk; MS Finance LLC is a finance subsidiary with no independent operations.

Key terms

• Issuer: Morgan Stanley Finance LLC; Guarantor: Morgan Stanley
• Underliers: SPX & RTY (worst-of)
• Pricing date: July 28, 2025; Maturity: August 1, 2030
• Downside threshold: 65% of initial level for each index
• Maximum payoff: $1,375–$1,425 per $1,000 note (depending on final pricing)

Risk highlights

• No principal protection and no interim interest
• Performance measured only on the single final observation date
• Estimated value is below issue price, implying an initial economic loss to investors
• Credit exposure to Morgan Stanley; notes are unsecured and unsubordinated
• Unlisted security; resale value influenced by market and credit factors

Positive

• Fixed upside of 37.5%–42.5% if the worst index is no worse than −35% at maturity, providing higher potential return than many traditional fixed-income products.
• Exposure to two major U.S. equity indices allows participation in broad market gains while requiring no upfront equity investment.

Negative

• No principal protection and no periodic interest; investors can lose the entire $1,000 principal per note if either index falls ≥35%.
• Worst-of structure increases probability of loss versus single-index products.
• Estimated value ($922) is below issue price, indicating an immediate economic cost and potential secondary market discount.
• Unsecured credit exposure to Morgan Stanley; repayment depends on issuer’s ability to pay.
• Illiquidity risk due to absence of exchange listing; bid/offer spreads may be wide.

Insights

Structured Products Analyst

TL;DR – Routine structured note offering; offers capped return but carries full downside and issuer credit risk.

The Trigger Jump Security provides an attractive fixed upside if either SPX or RTY is no worse than -35% in five years, but the worst-of feature magnifies downside probability. The 65% barrier is moderate relative to historical drawdowns, and the lack of interim protection means a single bad print at maturity destroys principal. The preliminary fair value (≈92% of par) shows a 8% issuance premium, typical for retail notes and a direct cost to investors. Credit quality is investment-grade, yet spread widening would impair secondary price. From Morgan Stanley’s perspective, the product is a low-cost liability and hedging opportunity; for investors it is a high-risk, capped-reward bet on market stability.

Credit Risk Analyst

TL;DR – Investor faces unsecured exposure to MS; product adds no credit enhancement.

Because MS Finance LLC is a pass-through, repayment hinges entirely on Morgan Stanley’s senior unsecured credit. Although current ratings are strong, the 5-year tenor spans multiple credit cycles. With no collateral and no listing, recovery in distress could be limited. Investors should weigh the 37.5%–42.5% capped upside against potential 100% loss from either index collapse or issuer default. The note’s structure is therefore not materially positive or negative for MS shareholders, but is a significant risk-return trade-off for buyers.

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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): June 29, 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As disclosed on Black Stone Minerals, L.P.’s (the “Partnership”) Form 8-K filed June 18, 2025, Carrie Clark stepped down from her position of Senior Vice President and Chief Commercial Officer of Black Stone Minerals GP, L.L.C., the Partnership’s general partner (the “General Partner”), on June 17, 2025. On June 29, 2025, Black Stone Natural Resources Management Company (the “Employer”) and the General Partner entered into a Separation Agreement and General Release of Claims (the “Agreement”) with Ms. Clark that is substantially consistent with her existing severance agreement. Pursuant to the Agreement, so long as Ms. Clark satisfies the terms and conditions of the Agreement, Ms. Clark will receive the following consideration in accordance with the terms of her severance agreement with the Employer and the applicable equity award agreements with the General Partner:

•a lump sum cash payment of $826,173;

•for a period of up to 12 months (or until Ms. Clark is eligible to be covered under another employer’s group health plan), monthly reimbursement for the cost of COBRA continuation coverage;

•accelerated vesting of a pro-rated portion of Ms. Clark’s outstanding restricted common units in the Partnership (the “Common Units”) in the amount of 18,339 Common Units;

•accelerated vesting of a pro-rated portion of Ms. Clark’s outstanding performance units and associated distribution equivalent rights, settled through the issuance of Common Units in the amount of 58,552 Common Units (before settlement of distribution equivalent rights); and

•elimination of employment-based forfeiture restrictions (but not performance-based forfeiture restrictions) with respect to 111,751 performance units relating to a 2022 aspirational performance award.

Ms. Clark remains subject to the confidentiality, non-competition, non-solicitation and non-disparagement covenants set forth in her severance agreement with the Employer. In addition, pursuant to the Agreement, Ms. Clark has agreed to provide consulting services to the General Partner and its affiliates through September 30, 2025, or such earlier time as the consulting period terminates pursuant to the Agreement. In exchange for providing the consulting services, Ms. Clark will be compensated at a rate of $33,333 per month. The foregoing description does not purport to be complete and is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Separation Agreement and General Release of Claims, dated as of June 29, 2025, by and among Carrie Clark, Black Stone Natural Resources Management Company, and Black Stone Minerals GP, L.L.C.
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: June 30, 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						Separation Agreement and General Release of Claims, dated as of June 29, 2025, by and among Carrie Clark, Black Stone Natural Resources Management Company, and Black Stone Minerals GP, L.L.C.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

4

FAQ

What is the upside payment on Morgan Stanley (MS) Trigger Jump Securities?

At maturity you receive your $1,000 principal plus an additional $375–$425, provided the worst underlier is above 65% of its initial level.

How is my principal protected in these MS structured notes?

It is not protected; if the worst underlier closes below 65% of its initial level, you lose principal 1-for-1 on the decline, potentially the entire amount.

Which indices determine the payout of these securities?

The payout is based on the worst performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY) on July 29, 2030.

What is the estimated value versus the $1,000 issue price?

Morgan Stanley estimates the value at $922 ± $55, reflecting dealer compensation and hedging costs.

Are the Trigger Jump Securities listed on an exchange?

No. They will not be listed; secondary trading is limited and prices may be influenced by market and credit factors.

What credit risk do investors bear with these MS notes?

Payments rely on Morgan Stanley’s ability to pay; the notes are unsecured and rank equally with other senior debt.