Scott T. Agosta - Jan 31, 2025 Form 4 Insider Report for TXO Partners, L.P. (TXO)

Signature
/s/ Brent W. Clum, Attorney-in-fact
Stock symbol
TXO
Transactions as of
Jan 31, 2025
Transactions value $
-$107,357
Form type
4
Date filed
2/4/2025, 04:24 PM
Previous filing
Mar 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TXO Common Units Award $0 +21.1K +17.58% $0.00 141K Jan 31, 2025 Direct F1
transaction TXO Common Units Award $0 +24.1K +17.05% $0.00 165K Jan 31, 2025 Direct F2
transaction TXO Common Units Sale -$107K -5.78K -3.49% $18.59 159K Jan 31, 2025 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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, 2026.
F2 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, 2026.
F3 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 the 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 Chief Accounting Officer of TXO Partners GP LLC, the general partners of the Issuer (the "General Partner"). The issuer is managed by the directors and executive officers of the General Partner.