Black Stone Minerals director elects equity pay: 1,426 units at $13.14

Rhea-AI Filing Summary

William E. Randall, a director of Black Stone Minerals, L.P. (BSM), received 1,426 common units on 10/03/2025 at a price of $13.14 per unit, bringing his total beneficial ownership to 174,494 common units. The units were issued because he elected to receive common units in lieu of a cash retainer for board service. The transaction was reported on Form 4 and signed by an attorney-in-fact on 10/07/2025. This is a routine director compensation election and does not disclose any derivative transactions or other changes to previously reported holdings.

Positive

• Director alignment: The director elected to receive equity instead of cash, aligning interests with unitholders.
• Incremental ownership disclosed: Beneficial holdings increased to 174,494 common units after the 1,426-unit grant.

Negative

• None.

Insights

Corporate Governance Analyst

Director received equity in lieu of cash, modestly increasing holdings to align interests with unitholders.

The director, William E. Randall, accepted 1,426 common units on 10/03/2025 at $13.14 each, raising his beneficial ownership to 174,494 units. Accepting units instead of cash is a common governance practice to align board incentives with limited partner outcomes without immediate cash outflow by the partnership.

This action depends on ongoing unit value and vesting/transfer restrictions that are not detailed here; the report states the election but does not list time-based restrictions. Investors may note the timing and size of the grant relative to total holdings when assessing director alignment over the next 12 months.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Randall William E.

(Last) (First) (Middle)

1001 FANNIN STREET, SUITE 2020

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Black Stone Minerals, L.P. [ BSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common units representing limited partner interests	10/03/2025		A(1)		1,426	A	$13.14	174,494	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to a previous arrangement, the Reporting Person elected to receive common units in lieu of a cash retainer for service on the Board of Directors of the Partnership's General Partner.

Remarks:

	/s/ Steve Putman, attorney-in-fact for William E. Randall	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did William E. Randall report on Form 4 for BSM?

He reported acquiring 1,426 common units on 10/03/2025 at $13.14, increasing his holdings to 174,494 units.

Why were the 1,426 common units issued to the director?

The units were issued because he elected to receive common units in lieu of a cash retainer for board service.

Does the Form 4 show any derivative transactions for BSM by this reporting person?

No. Table II (derivative securities) contains no transactions; only non-derivative common unit acquisition is reported.

When was the Form 4 signed and filed for this transaction?

The signature block shows an attorney-in-fact signed the form on 10/07/2025 reflecting the 10/03/2025 transaction.

How does this transaction affect the director's ownership stake numerically?

Ownership increased by 1,426 units to a total of 174,494 common units following the reported transaction.