TXO Partners (NYSE: TXO) sets $0.30 Q4 payout and files 2025 10-K
Rhea-AI Filing Summary
TXO Partners, L.P. declared a quarterly cash distribution of $0.30 per common unit for the quarter ended December 31, 2025. The distribution will be paid on March 17, 2026 to unitholders of record at the close of trading on March 10, 2026.
The company also stated it will file its Annual Report on Form 10-K for 2025, which will contain its full-year financial statements and footnotes. TXO highlighted growth in its Elm Coulee operations and ongoing focus on the Mancos, Williston and Permian basins.
For non-U.S. investors, TXO noted this notice qualifies under Treasury Regulations Section 1.1446-4(b) and that 100% of the distribution should be treated as effectively connected income and as in excess of cumulative net income, making it subject to U.S. federal withholding at the highest applicable effective tax rate, with brokers and nominees responsible for withholding.
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Insights
TXO confirms a $0.30 quarterly payout and files its 2025 10-K.
TXO Partners is maintaining a cash distribution of $0.30 per unit for Q4 2025, reinforcing its stated emphasis on returning cash to unitholders from conventional oil and gas assets in the Williston, San Juan and Permian basins.
The simultaneous filing of the 2025 Form 10-K will provide detailed financials to evaluate coverage of this payout and capital allocation across basins. Management commentary stresses low-risk inventory and high-margin development but actual results and reserve data will be found in the 10-K.
Non-U.S. holders face an important tax nuance: the company specifies that 100% of the distribution is treated as effectively connected income and in excess of cumulative net income, so brokers must withhold at the highest applicable U.S. rate, directly affecting net cash received.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 February 26, 2026, TXO Partners, L.P. (the "Partnership") issued a press release announcing the declaration of its quarterly distribution for the fourth quarter of 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 26, 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
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Description |
99.1 |
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Press Release Issued by TXO Partners, L.P. on February 26, 2026 |
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104.0 |
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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.
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TXO Partners, L.P. |
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TXO Partners GP, LLC its general partner |
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February 26, 2026 |
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/s/ Brent W. Clum |
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Brent W. Clum |
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Co-Chief Executive Officer and Chief Financial Officer |
operations with our first tranche of new, long-lateral drill wells, and there is more to come,” stated Brent W. Clum, Co-Chief Executive Officer & CFO. “We will continue to allocate capital investment to generate meaningful distributions for our partners, while ultimately building the net asset base of a more valuable company. With our Q4 results, we are pleased to deliver a distribution of $0.30 per unit to
our unitholders.”
“TXO is dedicated to the execution of our unique production and distribution model with a strategic focus on the Mancos Shale of the San Juan Basin, the prolific Williston Basin and the legacy Permian Basin,” commented Gary D. Simpson, Co-Chief Executive Officer. “Our company possesses an extensive inventory of low-risk projects in all these basins that we believe will allow for high-margin development over the coming decade.”
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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.
Annual Report on Form 10-K
TXO's financial statements and related footnotes will be available in the Annual Report on Form 10-K for the year ended December 31, 2025, which TXO will file with the Securities and Exchange Commission (SEC) today. The 10-K will be available on TXO's Investor Relations website at www.txopartners.com/investors or on the SEC's website at www.sec.gov. TXO unitholders may request a printed copy free of
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charge of the Annual Report on Form 10-K by emailing IR@txopartners.com or by writing to Investor Relations, 400 West 7th Street, Fort Worth, Texas 76102.
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
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treated as withholding agents responsible for any necessary withholding on amounts received by them on behalf of foreign unitholders.
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 generate meaningful distributions for our partners while building our net asset base, our
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ability to maintain or increase oil production and reserves, the margin potential and risk level of our current inventory, 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. 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; 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
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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.
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.
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