[Form 4] Black Stone Minerals, L.P. Insider Trading Activity

Rhea-AI Filing Summary

Black Stone Minerals, L.P. (BSM) filed a Form 4 disclosing that director D. Mark DeWalch acquired 1,433 common units on 07/03/2025 at an implied price of $13.08 per unit. The units were received in lieu of a cash retainer for Board service, indicating a cashless, compensation-related issuance rather than an open-market purchase.

Following the transaction, DeWalch’s total beneficial ownership is reported as:

• Direct: 375,514 common units
• Indirect: 558,522 units via DeWalch Diversified LP; 40,809 units via a personal trust; 6,749 units held by spouse

No derivative securities were involved, and there is no indication of a concurrent sale or hedging activity. The filing therefore reflects a modest incremental increase (~0.002% of BSM’s 214 million outstanding units, based on latest public float) and continues to align the director’s compensation with unitholder value.

Positive

• Director increases direct ownership, modestly enhancing alignment with unitholders.
• Equity-based compensation replaces cash outflow, conserving a small amount of partnership cash.

Negative

• Immaterial size—1,433 units represent a negligible fraction of shares outstanding and offer little signaling value.

Insights

Financial Analyst

TL;DR: Small, compensation-driven unit grant; neutral impact.

The 1,433-unit award is immaterial to BSM’s float and to DeWalch’s pre-existing >980k aggregate holdings, so dilution and market impact are negligible. The issuance does incrementally strengthen insider alignment, but because it is routine board compensation and not an opportunistic purchase, it does not signal a change in management’s outlook. I classify the filing as non-impactful for valuation models or trading strategies.

Corporate Governance Specialist

TL;DR: Routine equity retainer supports governance best practices.

Providing equity in lieu of cash keeps director incentives tethered to total unitholder return, a governance positive. The absence of 10b5-1 plan reliance suggests the grant was scheduled or formula-based. No red flags in reporting timeliness or ownership structure. However, the marginal size means investors should not read this as a meaningful vote of confidence. Overall effect on governance perception is mildly favorable but not material.

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^*

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)
07/03/2025

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	07/03/2025		A(1)		1,624	A	$13.08	243,822	D
Common units representing limited partner interests								324,763	I	By Travis A. Mathis Special Trust
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								12,153	I	By W2M Limited
Common units representing limited partner interests								54,690	I	By Willen Partners LP
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. 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 N. Mathis	07/03/2025
	** 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 Director DeWalch acquire?

He received 1,433 common units on 07/03/2025.

What was the transaction price for the units?

The implied price was $13.08 per unit, reflecting the equity value of the cash retainer.

Is this an open-market purchase or board compensation?

The filing states the units were issued in lieu of a cash retainer for board service, not an open-market buy.

What is the director’s total ownership after the transaction?

Direct holdings are 375,514 units; including indirect holdings, he controls over 981,000 units.

Does the Form 4 indicate any sales or derivative activity?

No. No sales or derivative securities were reported.