TXO Partners (NYSE: TXO) details Elm Coulee asset acquisition

Rhea-AI Filing Summary

TXO Partners, L.P. filed an amended current report to add detailed financial information related to a recently closed acquisition of producing oil and gas assets. The acquisition was completed on July 31, 2025 by its wholly owned subsidiary Morningstar Operating LLC, together with North Hudson Resource Partners, L.P., buying assets in the Elm Coulee field in Montana and North Dakota from White Rock Energy, LLC.

The amendment provides unaudited and audited statements of revenues and direct operating expenses for White Rock Energy for the six months ended June 30, 2025 and 2024 and for the years ended December 31, 2024 and 2023. It also includes unaudited pro forma condensed combined financial information for TXO Partners as of June 30, 2025 and for the six-month and full-year periods, showing how the acquisition would have affected the partnership’s financials.

Insights

Energy M&A and Financial Reporting Analyst

TXO adds required acquired-business and pro forma financials.

TXO Partners is updating its earlier acquisition disclosure by supplying historical financials for White Rock Energy, LLC and pro forma combined results. This follows the July 31, 2025 closing of producing oil and gas assets in the Elm Coulee field, acquired through Morningstar Operating LLC with North Hudson Resource Partners, L.P. as co-buyer.

The new exhibits include unaudited and audited statements of revenues and direct operating expenses for White Rock Energy over multiple periods, plus unaudited pro forma condensed combined balance sheet and statements of operations for TXO. Prepared under Article 11 of Regulation S‑X, these pro formas illustrate how the transaction would have affected TXO’s financial position and performance.

This amendment mainly fulfills post-closing reporting obligations rather than changing the transaction’s terms. The real economic impact still depends on how these acquired producing assets perform within TXO’s broader portfolio, which investors can assess by comparing the acquired-business metrics and pro forma results in future periodic reports.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2025

TXO Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware		001-41605		32-0368858
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 West 7th Street, Fort Worth, Texas				76102
(Address of principal executive offices)				(Zip Code)

(817) 334-7800

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units representing limited partner interests		TXO		New York Stock Exchange
Common Units representing limited partner interests		TXO		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A of TXO Partners L.P. (the “Partnership”), amends and supplements the Current Report on Form 8-K of the Partnership, dated August 5, 2025 and filed with the Securities and Exchange Commission on August 5, 2025 (the “Initial Form 8-K”), which reported under Item 2.01 that on July 31, 2025, the Partnership’s wholly-owned subsidiary, Morningstar Operating LLC, along with North Hudson Resource Partners, L.P. (“North Hudson”), closed the previously announced acquisition of certain producing oil and gas assets located in the Elm Coulee field in Montana and North Dakota from White Rock Energy, LLC, a Delaware limited liability company (“WRE”) pursuant to that certain Purchase and Sale Agreement, dated as of May 13, 2025, by and among Morningstar Operating LLC, North Hudson and WRE (the “Transaction”).

This amendment is filed to provide the financial statements of the businesses acquired in the Transaction and the pro forma financial information of the Partnership for the Transaction as required by Item 9.01 of Form 8-K. Except as set forth below, the Initial Form 8-K is unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The unaudited statements of revenues and direct operating expenses of WRE for the six months ended June 30, 2025 and 2024, including the related notes thereto, are filed herewith as Exhibit 99.1.

The audited statements of revenues and direct operating expenses of WRE for the years ended December 31, 2024 and 2023, including the related notes thereto, are filed herewith as Exhibit 99.2.

(b) Pro Forma Financial Information.

The unaudited pro form condensed combined balance sheet of the Partnership as of June 30, 2025, and the unaudited pro forma condensed combined statements of operations of the Partnership for the six months ended June 30, 2025 and the year ended December 31, 2024, including the related notes thereto, giving effect to the Transaction are filed herewith as Exhibit 99.3. The unaudited pro forma financial information gives effect to the Transaction on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.

(d) Exhibits.

Exhibit Number		Description
23.1		Consent of KPMG LLP.
99.1		Unaudited Statements of Revenues and Direct Operating Expenses of White Rock Energy, LLC for the six months ended June 30, 2025 and 2024.
99.2		Audited Statements of Revenues and Direct Operating Expenses of White Rock Energy, LLC for the years ended December 31, 2024 and 2023.
99.3		Unaudited Pro Forma Condensed Combined Financial Information of TXO Partners, L.P as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				TXO Partners, L.P.
				By:		TXO Partners GP, LLC
						its general partner
Dated: October 8, 2025				By:		/s/ Brent W. Clum
				Name:		Brent W. Clum
				Title:		Co-Chief Executive Officer and Chief Financial Officer

FAQ

What does TXO Partners (TXO) disclose in this 8-K/A amendment?

The amendment provides financial statements for White Rock Energy, LLC and unaudited pro forma condensed combined financial information for TXO Partners related to a recently closed asset acquisition.

Which acquisition is covered by TXO Partners’ updated financial information?

It covers the acquisition of producing oil and gas assets in the Elm Coulee field in Montana and North Dakota, acquired on July 31, 2025 from White Rock Energy, LLC by Morningstar Operating LLC and North Hudson Resource Partners, L.P.

What historical financials of White Rock Energy, LLC are included?

TXO includes unaudited statements of revenues and direct operating expenses for White Rock Energy for the six months ended June 30, 2025 and 2024 and audited statements for the years ended December 31, 2024 and 2023.

What pro forma information does TXO Partners provide for the transaction?

The filing includes unaudited pro forma condensed combined balance sheet as of June 30, 2025 and pro forma statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024, giving effect to the acquisition under Article 11 of Regulation S‑X.

Why did TXO Partners file this 8-K/A instead of a new report?

This 8-K/A amends and supplements an earlier current report that originally disclosed the closing of the asset acquisition. The amendment is filed to add the acquired-business financial statements and pro forma information required by Item 9.01.

Which exhibits are attached to TXO Partners’ amended report?

Attached exhibits include a consent of KPMG LLP (23.1), unaudited and audited White Rock Energy financial statements (99.1, 99.2), unaudited pro forma condensed combined financial information for TXO Partners (99.3), and the cover page Inline XBRL data file (104).