Black Stone Minerals (NYSE: BSM) chair receives 53,404 restricted units in equity grant

Rhea-AI Filing Summary

Black Stone Minerals, L.P. (BSM) Executive Chairman Thomas L. Carter Jr. reported an equity compensation grant of 53,404 common units representing limited partner interests on February 4, 2026. The units were acquired at a price of $0 as a restricted unit award under the company’s 2025 Long-Term Incentive Plan.

The award is scheduled to vest in three equal installments on January 7, 2027, January 7, 2028, and January 7, 2029, subject to his continued employment with Black Stone Minerals, its general partner, or their affiliates. After this grant, he directly holds 3,531,172 common units and also reports additional indirect holdings through various family trusts, a spouse, and Carter2221, Ltd.

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^*

Carter Thomas L Jr

(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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		A(1)		53,404	A	$0	3,531,172	D
Common units representing limited partner interests								13,141	I	By Fowler Thomas Carter 1995 Trust
Common units representing limited partner interests								37,741	I	By Georgia Elizabeth Carter 1995 Trust
Common units representing limited partner interests								167,155	I	By spouse
Common units representing limited partner interests								37,742	I	By Molly Leachman Carter 1995 Trust
Common units representing limited partner interests								37,741	I	By Katherine Ross Carter 1995 Trust
Common units representing limited partner interests								11,481,503	I	By Carter2221, 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:

1. Common units subject to a restricted unit award issued pursuant to the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (the "LTIP"). Except as otherwise provided in the LTIP or the award agreement governing the award, the common units will vest in three equal installments on each of January 7, 2027, January 7, 2028, and January 7, 2029, so long as the Reporting Person remains continuously employed by the Issuer, Black Stone Minerals GP, L.L.C. (the "General Partner"), or any of their respective affiliates through each such vesting date.

Remarks:

	/s/ Steve Putman, attorney-in-fact for Thomas L. Carter, Jr.	02/06/2026
	** 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).
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FAQ

What insider transaction did BSM’s Thomas L. Carter Jr. report on February 4, 2026?

Carter reported receiving 53,404 common units of Black Stone Minerals, L.P. on February 4, 2026. These units were granted as a restricted unit award at $0 per unit, reflecting equity-based compensation rather than an open-market purchase.

How do the new restricted units granted to BSM’s Executive Chairman vest?

The 53,404 restricted units vest in three equal installments on January 7, 2027, January 7, 2028, and January 7, 2029. Vesting requires that Carter remain continuously employed by Black Stone Minerals, its general partner, or their affiliates through each vesting date.

What incentive plan governs the new equity award reported by BSM’s Executive Chairman?

The restricted unit grant is issued under the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan. This plan provides equity awards, such as restricted units, that typically vest over time to align executive compensation with the partnership’s long-term performance.

How many BSM common units does Thomas L. Carter Jr. directly own after this Form 4 transaction?

Following the reported grant, Carter directly owns 3,531,172 common units of Black Stone Minerals, L.P. This direct position is in addition to several indirect holdings reported through family trusts, his spouse, and Carter2221, Ltd.

What indirect ownership interests in BSM units are reported for Thomas L. Carter Jr.?

The filing lists indirect holdings including 13,141 units by the Fowler Thomas Carter 1995 Trust, 37,741 units by the Georgia Elizabeth Carter 1995 Trust, 167,155 units by his spouse, several other family trusts, and 11,481,503 units by Carter2221, Ltd.

Is the reported BSM transaction a market purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. Carter received 53,404 restricted common units at $0 per unit under the 2025 Long-Term Incentive Plan, with vesting contingent on continued employment over several years.