TXO Partners, L.P. (TXO) Co-CEO Clum logs equity grants and sell-to-cover trade

Rhea-AI Filing Summary

TXO Partners, L.P. Co-CEO and CFO Brent W. Clum reported equity compensation and a related share sale. On January 31, 2026, he acquired 155,556 phantom units and 52,769 performance units, each economically equivalent to one common unit and to be settled in common units upon vesting starting January 31, 2027.

On the same date, Clum sold 19,571 common units at $12.07 per unit to cover tax withholding tied to vesting equity awards under a Rule 10b5-1 trading arrangement, a transaction mandated by the issuer’s “sell to cover” policy. After these transactions, he beneficially owned 827,574 common units, held directly.

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^*

Clum Brent W.

(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)

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

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		155,556(1)	A	$0	794,376	D
Common Units	01/31/2026		A		52,769(2)	A	$0	847,145	D
Common Units	01/31/2026		S		19,571(3)	D	$12.07	827,574	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 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, 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 transactions did TXO (TXO) report for Brent W. Clum?

Brent W. Clum reported grants of phantom and performance units plus a small share sale. He received 155,556 phantom units, 52,769 performance units, and sold 19,571 common units in a mandated tax-withholding transaction, ending with 827,574 common units beneficially owned.

How many TXO Partners common units did Brent W. Clum acquire?

On January 31, 2026, Brent W. Clum acquired 155,556 phantom units and 52,769 performance units. Each unit is economically equivalent to one TXO Partners common unit and will be settled in common units when the awards vest over future installments beginning January 31, 2027.

Why did Brent W. Clum sell 19,571 TXO (TXO) common units?

He sold 19,571 common units at $12.07 per unit to satisfy tax withholding obligations from vesting equity awards. The sale occurred under a Rule 10b5-1 trading arrangement and was mandated by TXO Partners’ “sell to cover” policy, not a discretionary decision.

What are the vesting terms for Brent W. Clum’s TXO phantom units?

The 155,556 phantom units vest in three substantially equal installments beginning January 31, 2027. Each phantom unit is economically equivalent to one TXO Partners common unit and will be settled in common units as vesting occurs over the scheduled installments.

How do Brent W. Clum’s TXO performance units vest and settle?

The 52,769 performance units vest in two substantially equal installments beginning January 31, 2027. Each performance unit is economically equivalent to one TXO Partners common unit and will be settled in common units when the specified vesting dates are reached.

How many TXO Partners common units does Brent W. Clum own after these transactions?

Following the reported grants and tax-related sale on January 31, 2026, Brent W. Clum beneficially owned 827,574 TXO Partners common units directly. This figure reflects the net result of the equity awards and the mandated sell-to-cover transaction disclosed in the filing.