Black Stone Minerals director adds 1,426 units; ownership remains 982,020

Rhea-AI Filing Summary

Black Stone Minerals, L.P. (BSM) director D. Mark DeWalch elected to receive part of his board cash retainer in common units, acquiring 1,426 common units at a reported price of $13.14 on 10/03/2025. After the transaction, the filing reports 376,940 units held directly and an aggregate of 605, () 606,080 units held indirectly through DeWalch Diversified LP, the Donald Mark DeWalch Trust, and spouse, for a combined beneficial ownership of 982,020 units. The filing is a routine Section 16 disclosure noting distribution of board compensation in equity rather than cash.

Positive

• Director elected equity retainer by receiving 1,426 common units, aligning interests with unitholders
• Substantial insider ownership remains: 376,940 units directly and aggregated indirect holdings totaling 982,020 units
• No derivative dispositions reported; transaction is a straightforward equity issuance for compensation

Negative

• None.

Insights

Corporate Governance Analyst

Director took board pay in equity, modestly increasing insider alignment.

Receiving 1,426 units in lieu of cash reflects a common governance choice to align director incentives with unitholders. The filing shows continued substantial insider ownership, with 376,940 units directly owned and additional indirect holdings, indicating sustained skin in the game.

This transaction is administrative and non‑accelerative; monitor quarterly Section 16 filings and compensation disclosures for any change in the pattern of equity retainer elections across the board within the next 12 months.

Equity Analyst

Small unit issuance; immaterial for cash flow but slightly increases insider stake.

The acquisition of 1,426 units at $13.14 is a minor issuance relative to total reported insider holdings (combined 982,020 units). There is no indication of derivative activity or sales by the reporting person in this filing.

Investors may note ownership levels and periodic board retainer elections when assessing insider incentives; any material change would appear in subsequent Section 16 filings or compensation disclosures within the next fiscal year.

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^*

DeWalch D Mark

(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)
10/03/2025

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	10/03/2025		A(1)		1,426	A	$13.14	376,940	D
Common units representing limited partner interests								558,522	I	By DeWalch Diversified LP
Common units representing limited partner interests								40,809	I	By Donald Mark DeWalch Trust
Common units representing limited partner interests								6,749	I	By wife

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 D. Mark DeWalch	10/07/2025
	** 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 did BSM director D. Mark DeWalch report on Form 4?

The director reported acquiring 1,426 common units on 10/03/2025 as a board retainer election at a price of $13.14.

How many BSM units does D. Mark DeWalch beneficially own after the transaction?

The filing reports 376,940 units held directly and combined indirect holdings that bring total beneficial ownership to 982,020 units.

Was this a sale or purchase and did the filing include derivatives?

This was an acquisition (purchase) of units in lieu of cash retainer, and Table II shows no derivative securities were reported.

Why was the transaction made?

The filing states the units were received pursuant to a prior arrangement electing to receive common units instead of a cash retainer for board service.

Who signed the Form 4 filing for DeWalch?

The form was signed by Steve Putman, attorney-in-fact for D. Mark DeWalch on 10/07/2025.