Clum Brent W. 4

What Happened

• Brent W. Clum, Co-Chief Executive Officer, Chief Financial Officer and director of TXO GP (the general partner of TXO Partners, L.P.), received two equity awards on Jan 31, 2026: 155,556 phantom units and 52,769 performance units (total 208,325 units) issued at $0.00. On the same date he sold 19,571 units in an open-market transaction at $12.07 each, generating proceeds of $236,222. The sale was to satisfy tax-withholding obligations and is described as a "sell to cover."

Key Details

• Transaction date: January 31, 2026; Form filed Feb 3, 2026 (no late-filing flag noted).
• Awards: 155,556 phantom units (F1) and 52,769 performance units (F2); both granted at $0.00.
• Sale: 19,571 units sold at $12.07 for $236,222 (F3).
• Vesting: Phantom units vest in three substantially equal installments beginning Jan 31, 2027 (F1); performance units vest in two substantially equal installments beginning Jan 31, 2027 (F2).
• Sale details: The sale was used to satisfy tax withholding and was made under a Rule 10b5-1 trading arrangement (F3); the filing notes this was not a discretionary sale by the reporting person.
• Shares owned after transaction: not specified in the provided filing.

Context

• Phantom and performance units are economic equivalents of common units and will be settled in common units upon vesting — these are awards, not immediate cash or open-market purchases.
• The open-market sale appears to be a routine sell-to-cover for tax obligations rather than an opportunistic or discretionary sale; such tax-related sales are common following equity award vesting.