TXO Partners (TXO) Co-CEO Simpson gets equity awards, sells units for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

TXO Partners, L.P. director and Co‑Chief Executive Officer Gary D. Simpson reported equity awards and a small 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 settling in common units upon vesting beginning January 31, 2027.

On the same date, he sold 8,126 common units at $12.07 per unit to cover tax withholding obligations tied to vesting equity awards under a Rule 10b5‑1 trading arrangement mandated by the issuer’s “sell to cover” policy. After these transactions, he directly owned 608,252 common units.

Insider Trade Summary

Net Seller: 8,126 shares ($98,081)

Net Sell 3 txns

Insider Simpson Gary D.

Role Co-Chief Executive Officer

Sold 8,126 shs ($98K)

Type	Security	Shares	Price	Value
Grant/Award	Common Units	155,556	$0.00	--
Grant/Award	Common Units	52,769	$0.00	--
Sale	Common Units	8,126	$12.07	$98K

Holdings After Transaction: Common Units — 563,609 shares (Direct)

Footnotes (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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 05:00 PM

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).

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

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-Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	01/31/2026		A		155,556⁽¹⁾	A	$0	563,609	D
Common Units	01/31/2026		A		52,769⁽²⁾	A	$0	616,378	D
Common Units	01/31/2026		S		8,126⁽³⁾	D	$12.07	608,252	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TXO (TXO Partners, L.P.) report for Gary D. Simpson?

TXO Partners, L.P. reported that Gary D. Simpson received equity awards and sold a small number of units. He acquired 155,556 phantom units, 52,769 performance units, and sold 8,126 common units on January 31, 2026 to satisfy tax withholding obligations.

How many TXO common units does Gary D. Simpson own after these Form 4 transactions?

After the reported transactions, Gary D. Simpson directly owns 608,252 TXO common units. This figure reflects grants of phantom and performance units and a sale of 8,126 units used to satisfy tax withholding obligations related to vesting equity awards under the company’s policy.

What are the phantom units granted to TXO executive Gary D. Simpson?

The 155,556 phantom units granted to Gary D. Simpson are economically equivalent to TXO common units. They will be settled in common units upon vesting, in three substantially equal installments beginning on January 31, 2027, aligning compensation with the partnership’s equity performance over time.

What are the performance units reported in TXO’s Form 4 for Gary D. Simpson?

The 52,769 performance units granted to Gary D. Simpson are also economically equivalent to one TXO common unit each. They will be settled in common units upon vesting, in two substantially equal installments beginning on January 31, 2027, subject to the performance-based award terms described.

Why did Gary D. Simpson sell 8,126 TXO common units on January 31, 2026?

The sale of 8,126 TXO common units at $12.07 per unit was to satisfy tax withholding obligations from vesting equity awards. It occurred under a Rule 10b5‑1 trading arrangement and was mandated by TXO’s policy requiring a “sell to cover” transaction, not a discretionary sale.

When will the TXO phantom and performance units granted to Gary D. Simpson begin vesting?

Both TXO award types start vesting on January 31, 2027. Phantom units vest in three substantially equal installments from that date, while performance units vest in two substantially equal installments, with each vested portion settled in TXO common units per the grant terms.