TXO Partners (NYSE: TXO) Co-CEO sells 27K units for tax withholding

Rhea-AI Filing Summary

TXO Partners, L.P. director and Co-CEO/CFO Brent W. Clum reported an open-market sale of 27,234 Common Units at $12.38 per unit. According to the footnote, the units were sold solely to satisfy tax withholding obligations upon vesting of equity awards under a pre-arranged Rule 10b5-1 plan and pursuant to a mandatory sell-to-cover policy, rather than a discretionary trade. After this transaction, he directly holds 800,340 Common Units.

Insider Trade Summary 10b5-1

Net Seller: 27,234 shares ($337,157)

Net Sell 1 txn

Insider Clum Brent W.

Role Co-CEO and CFO

Sold 27,234 shs ($337K)

Type	Security	Shares	Price	Value
Sale	Common Units	27,234	$12.38	$337K

Holdings After Transaction: Common Units — 800,340 shares (Direct)

Footnotes (1)

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Key Figures

Units sold: 27,234 Common Units Sale price: $12.38 per unit Holdings after transaction: 800,340 Common Units +1 more

4 metrics

Units sold 27,234 Common Units Open-market sale on 2026-04-01

Sale price $12.38 per unit Price for Common Units sold

Holdings after transaction 800,340 Common Units Direct ownership following sale

Net share change -27,234 units Net-sell direction in transaction summary

Key Terms

Rule 10b5-1 trading arrangement, sell to cover, tax withholding obligations, Common Units

4 terms

Rule 10b5-1 trading arrangement regulatory

"This sale is covered under a Rule 10b5-1 trading arrangement."

sell to cover financial

"policy requiring satisfaction of tax withholding obligations through a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"units sold to satisfy tax withholding obligations incident to the vesting of certain equity awards"

Common Units financial

"security_title": "Common Units""

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Clum Brent W.

(Last) (First) (Middle)

400 W 7TH STREET

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TXO Partners, L.P. [ TXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-CEO and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		S		27,234(1)	D	$12.38	800,340	D

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 units sold to satisfy tax withholding obligations incident to the vesting of certain equity awards. This sale is covered under a Rule 10b5-1 trading arrangement. This sale is mandated by the Issuer's policy requiring satisfaction of tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Remarks:

The Reporting Person is Co-Chief Executive Officer and Chief Financial Officer and a director of TXO GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ Brent W. Clum	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TXO (TXO Partners, L.P.) report for Brent W. Clum?

TXO Partners reported that Brent W. Clum sold 27,234 Common Units at $12.38 each. The footnote explains this was to cover tax withholding from vesting equity awards, not a discretionary portfolio sale.

Why did Brent W. Clum sell TXO Common Units in this Form 4 filing?

The sale was made to satisfy tax withholding obligations tied to vesting equity awards. The filing notes TXO policies require a “sell to cover” transaction, so the sale was mandated rather than a voluntary trading decision.

How many TXO units does Brent W. Clum hold after this reported sale?

Following the sale, Brent W. Clum directly holds 800,340 Common Units of TXO Partners, L.P. This post-transaction holding is disclosed in the Form 4 and provides context for the size of the tax-related sale.

Was the TXO insider sale by Brent W. Clum under a Rule 10b5-1 plan?

Yes. The footnote states the sale was covered by a Rule 10b5-1 trading arrangement. Such plans pre-schedule transactions, indicating this tax-related sale was pre-arranged rather than timed based on short-term market conditions.

Does Brent W. Clum’s TXO unit sale signal a change in his investment view?

The filing describes the transaction as a mandated sell-to-cover for taxes, not a discretionary trade. Because it was required by company policy and executed under a Rule 10b5-1 plan, it appears more administrative than a shift in investment outlook.