Executive Chairman of Black Stone Minerals (BSM) receives unit award, with tax withholding disposition

Rhea-AI Filing Summary

Black Stone Minerals, L.P. Executive Chairman Carter Thomas L Jr received a grant of 136,315 common units representing limited partner interests on February 24, 2026 at no cost, as settlement of performance units under the company’s Long-Term Incentive Plan.

On the same date, 53,641 common units were disposed of at $15.23 per unit to satisfy tax withholding obligations related to this award. After these transactions, he directly held 3,613,846 common units, with additional indirect holdings reported through various family trusts, a spouse, and Carter2221, Ltd.

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

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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^*

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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A(1)		136,315	A	$0	3,667,487	D
Common units representing limited partner interests	02/24/2026		F(1)		53,641	D	$15.23	3,613,846	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. Represents settlement of performance units awarded under the Issuer's Long-Term Incentive Plan. For tax withholding purposes, the value of the common units was deemed to be equal to the closing price of BSM common units on February 24, 2026.

Remarks:

	/s/ Steve Putman, attorney-in-fact for Thomas L. Carter, Jr.	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BSM’s Executive Chairman report on February 24, 2026?

On February 24, 2026, Black Stone Minerals (BSM) Executive Chairman Carter Thomas L Jr reported receiving 136,315 common units as a performance-based award and disposing of 53,641 units to cover tax withholding obligations tied to that equity settlement under the Long-Term Incentive Plan.

Was the Black Stone Minerals (BSM) unit grant to the Executive Chairman a market purchase?

No, the 136,315 common units reported by Black Stone Minerals (BSM) Executive Chairman were granted at no cost as settlement of performance units under the Long-Term Incentive Plan, rather than being bought on the open market, making it an equity award instead of a cash investment.

Why were some BSM units disposed of in the Form 4 for the Executive Chairman?

The 53,641 Black Stone Minerals (BSM) common units were disposed of solely to satisfy tax withholding obligations. The value for withholding was based on the BSM closing price on February 24, 2026, as specified in the footnote describing the equity award settlement mechanics.

How many BSM common units does the Executive Chairman hold directly after these transactions?

Following the February 24, 2026 transactions, Black Stone Minerals (BSM) Executive Chairman Carter Thomas L Jr directly held 3,613,846 common units. This direct position reflects the net effect of the performance unit settlement grant and the tax-withholding disposition reported in the Form 4.

What indirect BSM holdings related to the Executive Chairman are disclosed in the Form 4?

The Form 4 lists indirect Black Stone Minerals (BSM) holdings through several family trusts, a spouse, and Carter2221, Ltd. Reported indirect positions include trust-held units and a large block of 11,481,503 units owned by Carter2221, Ltd., all categorized as indirect beneficial ownership.

What plan governed the performance unit settlement for Black Stone Minerals (BSM)?

The performance unit settlement for Black Stone Minerals (BSM) Executive Chairman arose under the company’s Long-Term Incentive Plan. The Form 4 footnote explains that performance units converted into common units, valued using BSM’s closing price on February 24, 2026 for related tax withholding calculations.