TXO Partners (TXO) director receives 10,667 phantom units in equity grant

Rhea-AI Filing Summary

TXO Partners, L.P. director Lawrence S. Massaro reported receiving 10,667 common units in the form of phantom units on January 31, 2026. These were granted at a price of $0 per unit and increase his beneficial ownership to 34,567 common units held directly.

The phantom units are economically equivalent to TXO Partners common units and are scheduled to vest on January 31, 2027, at which time they will be settled in actual common units. This filing reflects an equity-based compensation award rather than an open‑market purchase or sale.

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

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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).

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^*

Massaro Lawrence S

(Last) (First) (Middle)

400 W 7TH ST

(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)

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

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		10,667(1)	A	$0	34,567	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 on January 31, 2027.

Remarks:

The Reporting Person is 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, 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.
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.

FAQ

What insider transaction did TXO director Lawrence S. Massaro report at TXO Partners (TXO)?

Lawrence S. Massaro reported an award of 10,667 phantom units on January 31, 2026. The units were granted at $0 per unit as equity compensation, increasing his directly held beneficial ownership to 34,567 TXO Partners common units after the transaction.

What are the terms of the 10,667 phantom units reported by TXO director Massaro?

The 10,667 phantom units are economically equivalent to TXO Partners common units and were granted at $0 per unit. They will be settled in common units upon vesting, with the vesting date scheduled for January 31, 2027, according to the filing’s footnote.

How many TXO Partners common units does Lawrence S. Massaro own after this Form 4 filing?

After the reported grant, Lawrence S. Massaro beneficially owns 34,567 TXO Partners common units directly. This total includes the 10,667 phantom units awarded on January 31, 2026, which are scheduled to vest and settle in common units in early 2027.

Was the TXO Form 4 transaction a market purchase or sale of common units?

The transaction was not a market purchase or sale; it was coded as an acquisition of 10,667 common units at $0 per unit. These represent phantom units granted as equity compensation, which will convert into common units upon vesting on January 31, 2027.

When do the phantom units reported by TXO director Massaro vest and settle into common units?

The phantom units vest on January 31, 2027, as disclosed in the footnote. Each phantom unit is economically equivalent to one TXO Partners common unit and will be settled in common units upon vesting, converting the award into actual equity ownership at that time.