Simpson Gary D. 4

What Happened Gary D. Simpson, Co‑Chief Executive Officer (and director of the GP) of TXO Partners, L.P. (TXO), reported three transactions dated January 31, 2026: a sale of 8,126 common units at $12.07 each for proceeds of $98,081, plus two grants totaling 208,325 equity awards (155,556 phantom units and 52,769 performance units) granted at $0.00. The sale was a disposition; the two grants are awards (not purchases) that will convert to common units upon vesting. The sale was executed under a Rule 10b5‑1 arrangement and was used to satisfy tax withholding obligations.

Key Details

• Transaction date(s): January 31, 2026; Form 4 filed February 3, 2026 (Accession 0001436414-26-000002).
• Sale: 8,126 units @ $12.07 each = $98,081 (footnote F3: sale to satisfy tax withholding under a 10b5‑1 plan).
• Awards: 155,556 phantom units (F1) and 52,769 performance units (F2), total 208,325 units awarded at $0.00.
• Vesting: Phantom units vest in three substantially equal installments beginning Jan 31, 2027; performance units vest in two substantially equal installments beginning Jan 31, 2027.
• Shares owned after transaction: not specified in the provided Form 4.
• Filing timeliness: Form filed Feb 3, 2026; filing shows the transactions and does not indicate a late filing designation in the summary provided.

Context

• Phantom and performance units are derivative awards that are the economic equivalent of common units and will be settled in common units upon vesting; these are compensation grants rather than open‑market purchases.
• The 8,126‑unit sale was a mandated "sell to cover" to meet tax withholding and was executed under a 10b5‑1 plan (non‑discretionary), so it typically reflects tax obligations rather than a market sentiment trade.
• For retail investors: purchases by insiders can be a stronger signal than routine sales tied to tax or compensation. These transactions combine routine compensation grants with a small, non‑discretionary tax‑related sale.