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

Rhea-AI Filing Summary

Thomas L. Carter Jr., who serves as CEO, President, Chairman and a director of Black Stone Minerals, L.P. (BSM), reported purchases of common units on 08/07/2025, 08/08/2025 and 08/11/2025. He acquired 19,710, 27,500 and 25,000 common units respectively at reported weighted-average prices of $12.2423, $12.2017 and $12.1002, for a total of 72,210 units purchased.

After these purchases the filing shows Mr. Carter's direct beneficial ownership rising to 3,421,831 common units. The filing also lists substantial indirect holdings, including 11,481,503 units held by Carter2221, Ltd. and additional family trusts. The report discloses no derivative transactions.

Positive

• Insider purchases: Thomas L. Carter Jr. acquired a total of 72,210 common units across three transactions.
• Transparent pricing: Weighted-average prices for the purchases are disclosed ($12.2423, $12.2017, $12.1002).
• Clear ownership detail: Direct holdings rose to 3,421,831 units and substantial indirect holdings (e.g., 11,481,503 by Carter2221, Ltd.) are listed.

Negative

• No percentage ownership disclosed: The filing does not state these amounts as a percentage of total outstanding common units, limiting context for materiality.
• No per-trade price breakdown: Only weighted-average prices and ranges are provided in footnotes, not the exact per-lot prices for each trade.

Insights

Securities Analyst

TL;DR: Insider purchases totaling 72,210 units at ~ $12 slightly increased the CEO's direct stake; substantial indirect holdings remain dominant.

The three purchases across 08/07/2025–08/11/2025 were executed at weighted-average per-share prices between $12.1002 and $12.2423, bringing direct holdings to 3,421,831 units. For market impact, the incremental purchase size appears modest relative to the large indirect position reported for Carter2221, Ltd. (11,481,503 units). No derivative securities were reported, limiting complex dilution or leverage concerns.

Corporate Governance Expert

TL;DR: CEO/director buying shares is governance-relevant but the purchases are small versus existing family/controlled holdings.

As both an officer and director, Mr. Carter's purchases are a straightforward Section 16 disclosure of beneficial ownership changes. The filing clearly identifies multiple indirect holdings via family trusts and entities, emphasizing concentrated insider ownership. The transactions are open-market purchases (purchase codes) with weighted-average prices disclosed and no new derivative positions, simplifying the ownership picture for investors and regulators.

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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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^*

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)
	CEO, President, and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		P		19,710	A	$12.2423(1)	3,369,331	D
Common units representing limited partner interests	08/08/2025		P		27,500	A	$12.2017(2)	3,396,831	D
Common units representing limited partner interests	08/11/2025		P		25,000	A	$12.1002(3)	3,421,831	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. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $12.21 to $12.26, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $12.12 to $12.28, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $12.00 to $12.13, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Steve Putman, attorney-in-fact for Thomas L. Carter, Jr.	08/11/2025
	** 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 insider transactions did Thomas L. Carter Jr. report for BSM?

He reported open-market purchases of 19,710 units on 08/07/2025, 27,500 units on 08/08/2025, and 25,000 units on 08/11/2025.

How many BSM common units does Thomas L. Carter Jr. own after these purchases?

The filing shows 3,421,831 common units held directly following the reported transactions.

Does the Form 4 disclose any indirect holdings for Mr. Carter?

Yes. The filing lists multiple indirect holdings, including 11,481,503 units held by Carter2221, Ltd. and additional family trust holdings.

Were any derivative securities reported in this Form 4 for BSM?

No. Table II for derivative securities is empty; the report contains only non-derivative common unit purchases.

What prices were paid for the BSM common units?

The report provides weighted-average prices: $12.2423 (08/07/2025), $12.2017 (08/08/2025), and $12.1002 (08/11/2025), with footnote ranges for each purchase.