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

Rhea-AI Filing Summary

TXO Partners, L.P. director William H. Adams III reported an award of additional equity-linked compensation. On January 31, 2026, he acquired 10,667 phantom units at a price of $0, increasing his beneficial ownership to 118,951 common units held directly.

Each phantom unit is economically equal to one common unit of TXO Partners and will be settled in common units when it vests. These phantom units are scheduled to vest on January 31, 2027, aligning the director’s compensation more closely with unitholder value over time.

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^*

ADAMS WILLIAM H III

(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
	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	118,951	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).
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FAQ

What insider transaction did TXO (TXO Partners, L.P.) report in this Form 4?

The filing reports director William H. Adams III receiving 10,667 phantom units of TXO Partners on January 31, 2026 at a price of $0. These units increased his directly held beneficial ownership to 118,951 common units after the transaction.

How many TXO Partners units does William H. Adams III own after this transaction?

After the reported transaction, William H. Adams III beneficially owns 118,951 common units of TXO Partners. This total reflects the addition of 10,667 phantom units granted on January 31, 2026, which are economically equivalent to common units upon vesting.

What are the phantom units granted to the TXO director in this Form 4?

The phantom units are equity-based awards where each phantom unit equals one common unit of TXO Partners economically. They will be settled in common units upon vesting, giving the director common units rather than cash when vesting occurs.

When do the phantom units reported by TXO director William H. Adams III vest?

The phantom units granted to William H. Adams III are scheduled to vest on January 31, 2027. Upon vesting, each phantom unit will be settled in one common unit of TXO Partners, converting the award into actual common units at that time.

What was the price paid for the TXO Partners phantom units in this Form 4?

The Form 4 shows the 10,667 phantom units were acquired at a price of $0 per unit. This indicates the award was a compensation grant rather than a market purchase, consistent with typical director equity compensation structures.

What is William H. Adams III’s relationship to TXO Partners, L.P.?

William H. Adams III is reported as a director of TXO Partners through TXO GP, LLC, the general partner. The filing notes the issuer is managed by the directors and executive officers of the general partner, linking his board role to TXO’s management structure.