TXO Co-CEO sells 27K units to cover taxes

Rhea-AI Filing Summary

TXO Partners, L.P. Co-Chief Executive Officer Gary D. Simpson reported the sale of 27,234 common units at $12.38 per unit. The units were sold on April 1, 2026 solely to satisfy tax withholding obligations tied to vesting equity awards under a mandated "sell to cover" policy and a Rule 10b5-1 trading arrangement, meaning the sale was not a discretionary decision. After this transaction, Simpson directly holds 581,018 common units.

Insider Trade Summary 10b5-1

Net Seller: 27,234 shares

Net Sell 1 txn

Insider Simpson Gary D.

Role Co-Chief Executive Officer

Sold 27,234 shs ($337K)

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

Holdings After Transaction: Common Units — 581,018 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Units sold: 27,234 common units Sale price: $12.38 per unit Holdings after transaction: 581,018 common units +1 more

4 metrics

Units sold 27,234 common units Open-market sale on April 1, 2026 to cover taxes

Sale price $12.38 per unit Price for TXO Partners common units sold April 1, 2026

Holdings after transaction 581,018 common units Direct ownership by Gary D. Simpson after the sale

Net shares sold 27,234 units Net-sell direction per transaction summary

Key Terms

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

3 terms

Rule 10b5-1 trading arrangement regulatory

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

sell to cover financial

"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

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TXO (TXO) Co-CEO Gary D. Simpson report in this Form 4?

Gary D. Simpson reported selling 27,234 TXO Partners common units at $12.38 each. The transaction was tied to equity award vesting and executed to cover related tax withholding obligations, rather than reflecting a discretionary change in his investment position.

Why did Gary D. Simpson sell 27,234 TXO (TXO) common units?

The 27,234 units were sold to satisfy tax withholding obligations from vesting equity awards. The filing states this was a mandated "sell to cover" transaction under the issuer’s policy, indicating it was a mechanical tax-related sale rather than an elective market trade.

Was the TXO (TXO) unit sale by Gary D. Simpson discretionary?

No, the filing explains the sale does not represent a discretionary transaction. It was required under TXO Partners’ policy to meet tax withholding obligations and executed pursuant to a Rule 10b5-1 trading arrangement, which is a pre-established trading plan.

How many TXO (TXO) units does Gary D. Simpson hold after the sale?

Following the tax-related sale, Gary D. Simpson directly holds 581,018 common units of TXO Partners. This remaining stake shows he continues to own a substantial position in the partnership even after the mandated sell-to-cover transaction disclosed in the Form 4.

What is the significance of the Rule 10b5-1 plan in Gary D. Simpson’s TXO (TXO) trade?

The transaction was executed under a Rule 10b5-1 trading arrangement, meaning trading instructions were set in advance. Such plans are designed to allow insiders to sell or transfer securities according to a pre-determined schedule, reducing concerns about opportunistic timing.

What type of security did Gary D. Simpson sell in this TXO (TXO) filing?

He sold common units of TXO Partners, L.P., the partnership’s primary equity security. The transaction involved 27,234 common units at a reported price of $12.38 per unit, specifically to cover tax obligations arising from the vesting of certain equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 05:17 PM EDT Learn about SEC filing dates

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^*

Simpson Gary D.

(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-Chief Executive Officer

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	581,018	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 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	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)