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

Black Stone Minerals (NYSE: BSM) entities tied to director sell 2.1M units at $13.21

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Black Stone Minerals, L.P. director James Whitehead reported indirect sales of common units representing limited partner interests on August 6, 2026. Entities associated with him sold 498,343 units through Eagle Gathering System Ltd. and 1,628,762 units through Lacy Properties Ltd. at $13.21 per unit. A footnote states that Eagle Gathering System Ltd., Lacy Properties Ltd., and R. Lacy Services Ltd. Retirement Plan plan to divest their common-unit positions by year-end 2026 for estate-planning and diversification purposes, and the reported sales are part of that plan. Following these transactions, Eagle Gathering System Ltd. reported 0 units, while Lacy Properties Ltd. reported 646,058 units remaining. Whitehead also reported additional direct and indirect holdings, including 51,865 units held directly, 26,153 units held by a trust, and 3,102,146 units held indirectly by Crain Energy Ltd.

Positive

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Negative

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Insights

Analyzing...

Insider Whitehead James
Role Director
Sold 2,127,105 shs ($28.10M)
Type Security Shares Price Value
Sale Common units representing limited partner interests F1 498,343 $13.21 $6.58M
Sale Common units representing limited partner interests F1 1,628,762 $13.21 $21.52M
holding Common units representing limited partner interests -- -- --
holding Common units representing limited partner interests -- -- --
holding Common units representing limited partner interests -- -- --
holding Common units representing limited partner interests -- -- --
holding Common units representing limited partner interests -- -- --
Holdings After Transaction: Common units representing limited partner interests — 0 shares (Indirect, By Eagle Gathering System Ltd.); Common units representing limited partner interests — 646,058 shares (Indirect, By Lacy Properties Ltd.); Common units representing limited partner interests — 51,865 shares (Direct); Common units representing limited partner interests — 26,153 shares (Indirect, By trust); Common units representing limited partner interests — 3,102,146 shares (Indirect, By Crain Energy Ltd.); Common units representing limited partner interests — 25,152 shares (Indirect, By R Lacy Services Ltd. Retirement Plan); Common units representing limited partner interests — 253,195 shares (Indirect, By Crain Resources Ltd.)
Footnotes (1)
  1. F1. The Reporting Person has indicated that Eagle Gathering System Ltd., Lacy Properties Ltd., and R. Lacy Services Ltd. Retirement Plan plan to divest their common-unit positions by year-end 2026 for estate-planning and diversification purposes; the reported sales are part of that divestment plan.
Units sold by Eagle Gathering System Ltd. 498,343 units Common units representing limited partner interests sold on August 6, 2026
Units sold by Lacy Properties Ltd. 1,628,762 units Common units representing limited partner interests sold on August 6, 2026
Total units sold 2,127,105 units Aggregate of reported sales by Eagle Gathering System Ltd. and Lacy Properties Ltd.
Sale price per unit $13.21 per unit Price for both reported sales on August 6, 2026
Units remaining at Lacy Properties Ltd. 646,058 units Indirect holdings following the August 6, 2026 sale
Direct units held by James Whitehead 51,865 units Direct common units reported as of August 6, 2026
Units held by Crain Energy Ltd. 3,102,146 units Indirect common-unit holdings associated with James Whitehead
Common units representing limited partner interests financial
"security_title: Common units representing limited partner interests"
indirect ownership financial
"ownership_type: indirect, nature_of_ownership: By Eagle Gathering System Ltd."
estate-planning financial
"plan to divest their common-unit positions by year-end 2026 for estate-planning"
Estate-planning is the process of creating a clear set of instructions for who will own, use, or manage a person’s money, property and other assets if they die or become unable to make decisions. It matters to investors because these plans determine how wealth is transferred, taxed and preserved, can protect business continuity, and reduce legal delays—like a blueprint that guides where assets go and who gets to act on them.
Rule 10b5-1 regulatory
"Rule 10b5-1 checkbox is not checked for these transactions"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What did Black Stone Minerals (BSM) director James Whitehead report in this Form 4?
James Whitehead reported indirect sales of Black Stone Minerals common units on August 6, 2026. The transactions involved entities associated with him, including Eagle Gathering System Ltd. and Lacy Properties Ltd., and were executed at a price of $13.21 per unit.

How many Black Stone Minerals (BSM) units were sold in total in this filing?
Entities associated with James Whitehead sold a total of 2,127,105 common units. This includes 498,343 units by Eagle Gathering System Ltd. and 1,628,762 units by Lacy Properties Ltd., each at $13.21 per unit, as disclosed in the Form 4.

What was the sale price of the Black Stone Minerals (BSM) units in the reported transactions?
The reported sales were executed at $13.21 per common unit. This per-unit price applied to both the 498,343 units sold by Eagle Gathering System Ltd. and the 1,628,762 units sold by Lacy Properties Ltd. on August 6, 2026.

What holdings remain after the reported Form 4 transactions for BSM?
After the transactions, Eagle Gathering System Ltd. reported 0 units, while Lacy Properties Ltd. reported 646,058 units. James Whitehead also reported 51,865 units held directly and indirect holdings including 3,102,146 units by Crain Energy Ltd. and other entities.

What reason was given for the Black Stone Minerals (BSM) unit sales linked to James Whitehead?
A footnote states that Eagle Gathering System Ltd., Lacy Properties Ltd., and R. Lacy Services Ltd. Retirement Plan plan to divest their common-unit positions by year-end 2026 for estate-planning and diversification purposes, and the reported sales are part of that plan.

Were the Black Stone Minerals (BSM) sales under a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not checked. The footnote instead attributes the sales to a divestment plan for estate-planning and diversification by Eagle Gathering System Ltd., Lacy Properties Ltd., and R. Lacy Services Ltd. Retirement Plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Whitehead James
(Last)(First)(Middle)
1001 FANNIN STREET, SUITE 2020
(Street)
HOUSTON TEXAS 77002
(City)(State)(Zip)
UNITED STATES
(Country)		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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common units representing limited partner interests08/06/2026S(1)498,343D$13.210IBy Eagle Gathering System Ltd.
Common units representing limited partner interests08/06/2026S(1)1,628,762D$13.21646,058IBy Lacy Properties Ltd.
Common units representing limited partner interests51,865D
Common units representing limited partner interests26,153IBy trust
Common units representing limited partner interests3,102,146IBy Crain Energy Ltd.
Common units representing limited partner interests25,152IBy R Lacy Services Ltd. Retirement Plan
Common units representing limited partner interests253,195IBy Crain Resources 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Reporting Person has indicated that Eagle Gathering System Ltd., Lacy Properties Ltd., and R. Lacy Services Ltd. Retirement Plan plan to divest their common-unit positions by year-end 2026 for estate-planning and diversification purposes; the reported sales are part of that divestment plan.
Remarks:
/s/ Steve Putman, attorney-in-fact for James Whitehead08/10/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR