TXO (TXO) CAO Agosta granted units, sells 10,689 TXO units to cover taxes

Rhea-AI Filing Summary

TXO Partners, L.P. insider Scott T. Agosta reported new equity awards and a related tax sale. On January 31, 2026, he received 35,556 phantom units and 21,109 performance units, each economically equivalent to one common unit and payable in common units when they vest starting January 31, 2027.

On the same date, he sold 10,689 common units at $12.07 per unit solely to cover tax withholding from vesting awards under a Rule 10b5-1 "sell to cover" arrangement, described as non‑discretionary. After these transactions, he directly held 205,474 common units.

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

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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).

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^*

Agosta Scott T.

(Last) (First) (Middle)

400 W 7TH STREET

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		A		35,556(1)	A	$0	195,054	D
Common Units	01/31/2026		A		21,109(2)	A	$0	216,163	D
Common Units	01/31/2026		S		10,689(3)	D	$12.07	205,474	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. Reflects phantom units. Each phantom unit is the economic equivalent of one common unit of the Issuer and will be settled in common units upon vesting. The phantom units will vest in three substantially equal installments beginning on January 31, 2027.

2. Reflects performance units. Each performance unit is the economic equivalent of one common unit of the Issuer and will be settled in common units upon vesting. The performance units will vest in two substantially equal installments beginning on January 31, 2027.

3. 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 Chief Accounting Officer 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, Attorney-in-fact	02/03/2026
	** 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.
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FAQ

What insider transactions did TXO (TXO Partners, L.P.) report for Scott T. Agosta?

TXO reported that Chief Accounting Officer Scott T. Agosta received 35,556 phantom units and 21,109 performance units on January 31, 2026, and sold 10,689 common units at $12.07 per unit to cover tax withholding from vesting equity awards.

How many TXO common units does Scott T. Agosta hold after this Form 4 filing?

After the reported transactions, Chief Accounting Officer Scott T. Agosta directly holds 205,474 common units of TXO Partners, L.P., reflecting equity awards granted and the small sale executed to satisfy tax withholding obligations tied to vesting incentive awards.

What are the phantom units and performance units granted to TXO’s Chief Accounting Officer?

Agosta received 35,556 phantom units and 21,109 performance units, each economically equivalent to one TXO common unit. These awards will be settled in common units upon vesting, providing additional equity-linked compensation over time as vesting conditions are satisfied.

When do the TXO phantom units and performance units begin vesting for Scott T. Agosta?

The phantom units vest in three substantially equal installments beginning January 31, 2027. The performance units vest in two substantially equal installments beginning on the same date, aligning Agosta’s compensation with multi‑year service and performance milestones.

Was the TXO insider sale by Scott T. Agosta a discretionary transaction?

No. The 10,689-unit sale was executed under a Rule 10b5-1 trading arrangement to satisfy tax withholding obligations. TXO’s policy mandates a “sell to cover” approach, and the filing states this sale does not represent a discretionary transaction by Agosta.

What price was received in the TXO “sell to cover” insider transaction?

The filing shows 10,689 TXO common units were sold at $12.07 per unit. The proceeds were used to cover tax withholding obligations arising from the vesting of certain equity awards, consistent with the issuer’s mandated “sell to cover” policy.