Black Stone Minerals Director Shifts 121k Units via Trust Distribution

Rhea-AI Filing Summary

Black Stone Minerals, L.P. (BSM) – Form 4 insider filing (20 Jun 2025)

Director William N. Mathis reported a Code J transaction reflecting a pro-rata distribution of common units from a non-reporting limited partnership to several family trusts and limited partnerships he controls. No cash consideration was involved (price $0.00).

• Units distributed: 54,690 units to Travis A. Mathis Special Trust, 54,690 units to Willen Partners LP, and 12,153 units to W2M Limited — total 121,533 units.
• Post-transaction beneficial ownership: 324,763 units (Travis A. Mathis Special Trust), 54,690 units (Willen Partners LP), 12,153 units (W2M Limited), 842,637 units (WM Capital Partners LP), 295,574 units (William Mathis 2012 Trust), 295,573 units (Travis Mathis 2012 Trust), 10,436 units (William Mathis 2012 GSTE), 10,437 units (Travis Mathis 2012 GSTE), 178,913 units (Conti Street Partners LP) and 242,198 units held directly.

The filing represents an internal reallocation of ownership interests rather than a market purchase or sale. Mathis remains a significant indirect holder of BSM units, and there is no indication of share disposal or dilution.

Positive

• No open-market sales were reported, indicating the insider did not reduce economic exposure to BSM.
• Total beneficial ownership remains substantial, suggesting continued long-term alignment with unit-holders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Internal unit redistribution; no market sale, impact neutral for BSM investors.

This Form 4 shows a restructuring of William N. Mathis’s indirect holdings via family trusts and partnerships. Code J and $0 price confirm the move is a non-open-market, non-monetary distribution. Total ownership footprint is effectively unchanged, signalling continued alignment with unit-holders and no immediate liquidity event. Because there is neither purchase signalling confidence nor sale signalling profit-taking, the disclosure is considered operationally neutral. Investors may view the absence of dispositions as modestly reassuring.

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
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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^*

Mathis William N.

(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)
06/20/2025

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	06/20/2025		J(1)		54,690	A	$0	324,763	I	By Travis A. Mathis Special Trust
Common units representing limited partner interests	06/20/2025		J(1)		54,690	A	$0	54,690	I	By Willen Partners LP
Common units representing limited partner interests	06/20/2025		J(1)		12,153	A	$0	12,153	I	By W2M Limited
Common units representing limited partner interests								842,637	I	By WM Capital Partners, L.P.
Common units representing limited partner interests								295,574	I	By William Mathis 2012 Trust
Common units representing limited partner interests								295,573	I	By Travis Mathis 2012 Trust
Common units representing limited partner interests								10,436	I	By William Mathis 2012 GSTE
Common units representing limited partner interests								10,437	I	By Travis Mathis 2012 GSTE
Common units representing limited partner interests								242,198	D
Common units representing limited partner interests								178,913	I	By Conti Street Partners, L.P.

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. Pro rata distribution of BSM common units from a limited partnership not subject to Section 16 reporting requirements to the entities reported here.

Remarks:

	/s/ Steve Putman, attorney-in-fact for William N. Mathis	06/20/2025
	** 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

How many Black Stone Minerals (BSM) units did William N. Mathis acquire on 20-Jun-2025?

Mathis reported an aggregate 121,533 units received through trust and partnership distributions at $0.00.

Was cash paid for the units reported in this Form 4 for BSM?

No. The filing lists $0.00 price, indicating a non-cash, pro-rata distribution (Code J).

Did the insider sell any BSM units in this transaction?

No sales were disclosed; the filing only reflects units acquired via distribution.

What is William N. Mathis’s direct ownership in BSM after the filing?

He holds 242,198 units directly, in addition to significant indirect holdings.

Does this Form 4 signal any change in BSM’s share count or dilution?

No. The transaction is an internal reallocation among Mathis-related entities; it does not affect BSM’s outstanding units.