STOCK TITAN

TXO Partners (NYSE: TXO) sets $0.36 payout and $70M 2026 capex

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TXO Partners, L.P. declared a cash distribution of $0.36 per common unit for the quarter ended March 31, 2026. The distribution is payable on May 22, 2026 to unitholders of record as of the close of trading on May 15, 2026.

Management highlights strong first-quarter operations in the Williston Basin, with 2025 development performing above expectations and a 2026 capital plan of about $70 million, with more than 80% directed to Williston development. The partnership notes strong cost discipline, a full hedge position in 2026, and expects this cash generation to support a robust 2027 while remaining on track to close previously announced divestitures in the second quarter.

The company also posted an updated investor presentation and will file its Form 10-Q for the quarter ended March 31, 2026, making detailed financials available to investors.

Positive

  • None.

Negative

  • None.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Quarterly distribution $0.36 per common unit For quarter ended March 31, 2026
Distribution record date May 15, 2026 Unitholders of record eligible for $0.36 payout
Distribution payment date May 22, 2026 Cash distribution of $0.36 per unit paid
2026 capital investment plan $70 million Planned capex for 2026
Williston capex share More than 80% Portion of 2026 capex directed to Williston development
Distribution ECI portion 100% Part of distribution treated as effectively connected income for foreign unitholders
master limited partnership financial
"TXO Partners, L.P. is a master limited partnership focused on the acquisition, development"
A master limited partnership is a type of business structure that combines features of a corporation and a partnership, allowing it to raise money from investors while passing profits directly to them. Think of it as a shared ownership group that offers regular income, making it attractive to investors seeking steady cash flow. This structure is often used by companies involved in natural resources or energy, where consistent revenue is common.
effectively connected income financial
"distribution to foreign unitholders as being attributable to income that is effectively connected with a United States trade or business"
Effectively connected income is income earned by a non‑U.S. person that is linked to business activity carried out in the United States — like profits from a U.S. branch or sales tied to operations here. For investors, that connection matters because such income is taxed under U.S. rules (often at regular rates rather than withholding rates), affecting after‑tax returns, required tax filings and possible withholding on distributions. Think of it as income taxed where the business ‘has a store.’
Treasury Regulations Section 1.1446-4(b) regulatory
"This press release is intended to be a qualified notice under Treasury Regulations Section 1.1446-4(b)"
hedge position financial
"reflected in a full hedge position in 2026"
A hedge position is an investment made to offset the risk of another holding, like buying insurance against a loss; it typically involves taking an opposite or compensating stance so that adverse moves in one asset are partially balanced by gains in the hedge. Investors use hedges to limit downside and reduce portfolio swings—trading off some potential upside for greater stability, similar to how a seatbelt reduces injury risk while driving.
forward-looking statements regulatory
"Certain statements contained in this press release constitute “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
false0001559432NYSE0001559432txo:NYSETexasMember2026-05-042026-05-0400015594322026-05-042026-05-040001559432txo:NewYorkStockExchangeMember2026-05-042026-05-04

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

 

 

TXO Partners, L.P.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-04321

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)

 

Registrant’s Telephone Number, Including Area Code: 817 334-7800

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

TXO

 

New York Stock Exchange

Common Units

 

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.

 


 

Item 7.01 Regulation FD Disclosure.

On May 4, 2026, TXO Partners, L.P. (the "Partnership") issued a press release announcing the declaration of its quarterly distribution for the first quarter of 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On May 4, 2026, the Partnership posted an investor presentation on its website. The presentation may be found on the Partnership’s website at www.txopartners.com by selecting “Investors,” “News & Events” and then “Presentations.” Information on the Partnership’s website does not constitute a part of this Current Report on Form 8-K.

 

Information in this Item 7.01 and Exhibit 99.1 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

 

Description

99.1

 

Press Release Issued by TXO Partners, L.P. on May 4, 2026

 

 

 

104.0

 

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

 

 

 

 

Date:

May 4, 2026

By:

/s/ Brent W. Clum

 

 

Name:

Brent W. Clum

 

 

Title

Co-Chief Executive Officer and Chief Financial Officer

 

 


img108904986_0.gif

 

PRESS RELEASE

 

Contact Information:

TXO Partners

Brent W. Clum

Co-CEO and CFO

817.334.7800

ir@txopartners.com

 

Release Date:

May 4, 2026

 

 

 

TXO PARTNERS DECLARES A FIRST QUARTER 2026 DISTRIBUTION OF $0.36 ON COMMON UNITS

 

Fort Worth, TX, May 2026—TXO Partners, L.P. (NYSE, NYSE Texas: TXO) announced today that the Board of Directors of its general partner declared a distribution of $0.36 per common unit for the quarter ended March 31, 2026. The quarterly distribution will be paid on May 22, 2026, to eligible unitholders of record as of the close of trading on May 15, 2026.

 

“The first quarter demonstrates the strength of our operations and the conviction we have about our leadership position in the Williston

1

 


 

Basin,” stated Gary D. Simpson, Co-Chief Executive Officer. “The development activities from 2025 continue to perform well above our expectations. We look forward to executing our 2026 plan of approximately $70 million in capital investment with more than 80 percent directed towards Williston development. With that in mind, we are pleased to announce a first quarter distribution of $0.36.”

 

“Strong cost discipline and capital allocation drove the strength in cash available for distributions in the quarter. We fully understood the need to prudently protect both the balance sheet and distributions after our large acquisition in 2025, which is reflected in a full hedge position in 2026. The cash flow generation of our business is on display and we believe this positions us well for a robust 2027,” commented Brent W. Clum, Co-Chief Executive Officer & CFO. “Moreover, we remain on track to close the previously announced divestitures during the second quarter, which will further improve our balance sheet.”

2

 


 

About TXO Partners, L.P.

TXO Partners, L.P. is a master limited partnership focused on the acquisition, development, optimization and exploitation of conventional oil, natural gas, and natural gas liquids (NGL) reserves in North America. TXO’s current acreage positions are concentrated in the Permian Basin of West Texas and New Mexico, the San Juan Basin of New Mexico and Colorado and the Williston Basin of Montana and North Dakota.

 

Quarterly Report on Form 10-Q

 

TXO's financial statements and related footnotes will be available in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which TXO will file with the Securities and Exchange Commission (SEC) today. The 10-Q will be available on TXO's Investor Relations website at www.txopartners.com/investors or on the SEC's website at www.sec.gov.

 

3

 


 

 

Non-U.S. Withholding Information

This press release is intended to be a qualified notice under Treasury Regulations Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100%) of TXO’s distribution to foreign unitholders as being attributable to income that is effectively connected with a United States trade or business. Accordingly, TXO’s distributions to foreign unitholders are subject to federal income tax withholding at the highest applicable effective tax rate. For purposes of Treasury Regulations Section 1.1446(f)-4(c)(2)(iii), brokers and nominees should treat one hundred percent (100%) of the distributions as being in excess of cumulative net income for purposes of determining the amount to withhold. Nominees, and not TXO, are treated as withholding agents responsible for any necessary withholding on amounts received by them on behalf of foreign unitholders.

4

 


 

 

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements often include words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions, although not all forward-looking statements contain such identifying words. These forward-looking statements include our ability to continue to successfully develop the Elm Coulee field of the Williston Basin and other future development opportunities, our ability to maintain robust cash flow generation into 2027, our ability to execute our strategy, the timing, amount and area of focus of future investments in our assets and the impacts of future commodity price changes, our ability to consummate the pending asset sales by our joint venture and our ability to realize

5

 


 

anticipated benefits from the sales. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events at the time such statement was made, and it is possible that the results described in this press release will not be achieved. Our assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, including, without limitation, the following: our ability to meet distribution expectations and projections; the volatility of oil, natural gas and NGL prices; our ability to safely and efficiently operate TXO’s assets; our ability to realize the anticipated benefits from acquired assets and recently drilled horizontal wells; uncertainties about our estimated oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production; and the risks and other factors disclosed in TXO’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

6

 


 

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, TXO does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for TXO to predict all such factors.

7

 


FAQ

What distribution did TXO (TXO Partners, L.P.) declare for Q1 2026?

TXO declared a cash distribution of $0.36 per common unit for the quarter ended March 31, 2026. It will be paid on May 22, 2026 to unitholders of record as of May 15, 2026.

When is the record date and payment date for TXO’s Q1 2026 distribution?

The record date is the close of trading on May 15, 2026, determining eligible unitholders. The payment date is May 22, 2026, when TXO will distribute $0.36 per common unit in cash.

What is TXO Partners’ 2026 capital investment plan?

TXO plans approximately $70 million of capital investment in 2026. More than 80% of this budget is directed toward development in the Williston Basin, reflecting management’s focus on that region’s performance and future growth potential.

How is TXO managing risk and cash flows for 2026?

Management states TXO has a full hedge position in 2026, aiming to stabilize cash flows after a large 2025 acquisition. Strong cost discipline and capital allocation contributed to higher cash available for distributions in the first quarter.

What does TXO say about future performance and divestitures?

TXO believes its cash flow generation positions it well for a robust 2027. The partnership also expects to close previously announced divestitures during the second quarter, which management says should further improve the balance sheet.

How are TXO distributions to foreign unitholders treated for U.S. tax purposes?

TXO states that 100% of its distributions to foreign unitholders are treated as effectively connected income with a U.S. trade or business. Brokers and nominees must withhold U.S. federal income tax at the highest applicable effective tax rate.

Filing Exhibits & Attachments

2 documents