Black Stone Minerals Insider Files Form 4 for 20,200-Unit Gift

Rhea-AI Filing Summary

Stuart Alexander D., a director of Black Stone Minerals, L.P. (BSM), reported a deemed gift transaction dated 08/15/2025 in which 20,200 common units were disposed of with $0 consideration (Code G). Following the reported disposition, Mr. Stuart retained 2,035,045 units held directly and substantial additional indirect holdings through multiple trusts and entities, including 1,251,634 units by RDS Investments, L.P. The Form 4 was signed by an attorney-in-fact on 08/18/2025. The filing documents the transfer as a gift and lists the detailed indirect ownership stakes.

Positive

• Timely disclosure of insider transaction with specific transaction code and detailed indirect ownership
• Transaction recorded as a gift (Code G), indicating no cash proceeds and likely non-economic transfer

Negative

• Reduction of direct holdings by 20,200 common units, which modestly lowers the director's direct stake

Insights

Corporate Governance Expert

TL;DR: A director reported a gift of 20,200 units; substantial remaining direct and indirect holdings remain.

The Form 4 shows a Code G disposition indicating a gift rather than a sale, so there is no cash proceeds reported. Director Alexander retains over two million units directly and material indirect holdings across trusts and entities, preserving control exposure. For governance review, the filing is routine disclosure of a non-economic transfer and appears compliant: transaction type and detailed ownership chains are provided.

Securities Analyst

TL;DR: Transaction is a non-cash gift of 20,200 units; ownership concentration remains concentrated in the reporting person and related entities.

The reported disposition reduces direct holdings modestly relative to the reported direct balance of 2,035,045 units. Indirect positions (e.g., RDS Investments, Topsfield Energy Ltd.) add significant additional exposure. Because the report records a gift at $0, there is no indication of market impact from a sale. Materiality is low given the size of the gift versus total reported holdings.

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

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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^*

Stuart Alexander D.

(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)
08/15/2025

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	08/15/2025		G		20,200	D	$0	2,035,045	D
Common units representing limited partner interests								1,251,634	I	By RDS Investments, L.P.
Common units representing limited partner interests								74,541	I	By Alexander Douglas Stuart Primary Trust
Common units representing limited partner interests								74,541	I	By Marian Stuart Pillsbury Primary Trust
Common units representing limited partner interests								159,901	I	By UA R Douglas Stuart III Marital Trust
Common units representing limited partner interests								74,541	I	By Robert D. Stuart III Primary Trust
Common units representing limited partner interests								74,541	I	By James McClure Stuart Primary Trust
Common units representing limited partner interests								239,333	I	By Marian S. Pillsbury Family 2012 GST Trust
Common units representing limited partner interests								286,976	I	By Ann Peake Stuart 2011 Exempt Trust
Common units representing limited partner interests								180,775	I	By Robert D. Stuart, Jr. 1996 Marital Trust
Common units representing limited partner interests								6,687	I	By Barbara E Stuart GST Exempt Trust fbo Alexander D Stuart
Common units representing limited partner interests								2,112,711	I	By Topsfield Energy Ltd.

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:

Remarks:

	/s/ Steve Putman, attorney-in-fact for Alexander D. Stuart	08/18/2025
	** 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 transaction did Stuart Alexander D. report on Form 4 for BSM?

He reported a Code G disposition dated 08/15/2025 of 20,200 common units (gift) with $0 consideration.

How many units does Alexander D. Stuart hold directly after the reported transaction?

The Form 4 shows 2,035,045 common units held directly following the reported disposition.

Does the filing show indirect holdings and through which entities?

Yes; significant indirect holdings are reported, including 1,251,634 units by RDS Investments, L.P. and 2,112,711 units by Topsfield Energy Ltd., among several trusts.

When was the Form 4 signed and by whom?

The filing was signed by Steve Putman, attorney-in-fact for Alexander D. Stuart on 08/18/2025.

Was the reported disposition a sale that generated proceeds?

No; the disposition is reported as a gift (Price $0), so no cash proceeds are shown.