TXO Partners, L.P. 8-K

What Happened

• TXO Partners, L.P. (TXO) filed an 8-K on May 28, 2026 announcing the closing of the Cross Timbers Transactions. Cross Timbers Energy, LLC, a joint venture in which TXO holds a 50% interest, sold substantially all of its oil and gas properties in transactions totaling about $200 million in aggregate consideration.
• The largest component was a purchase and sale agreement with CTOC Energy, LLC for approximately $123.5 million. The sales closed as of May 28, 2026, and resulted in net proceeds to the Partnership of approximately $100 million (subject to customary purchase price adjustments).
• The Purchase Agreement with CTOC (owned by family members of Board Chairman Bob R. Simpson) was unanimously approved by TXO’s Board and the independent Conflicts Committee.

Key Details

• Filing date: May 28, 2026 (Form 8-K).
• Aggregate consideration for Cross Timbers Transactions: ~ $200 million.
• CTOC Transaction amount: ~ $123.5 million.
• Net proceeds to TXO Partners: ~ $100 million (subject to adjustments).
• TXO’s ownership in Cross Timbers Energy: 50% (joint venture).
• Use of proceeds: intended to pay down existing debt under the Partnership’s Credit Facility.
• Related‑party note: CTOC is owned by family members of Board Chairman Bob R. Simpson; transaction was approved by independent directors.

Why It Matters

• This completes a major disposition of assets held through TXO’s 50% JV interest, converting non‑core properties into cash. The roughly $100M net inflow should reduce leverage by paying down the Credit Facility, which can lower interest expense and improve balance‑sheet flexibility.
• Investors should note the related‑party aspect (CTOC ownership ties to the Chairman) but also that the Board’s independent Conflicts Committee unanimously approved the deal. The company filed unaudited pro forma financial information reflecting the transactions as Exhibit 99.1.