Agosta Scott T. 4

What Happened Scott T. Agosta, Chief Accounting Officer of TXO GP, LLC (the general partner of TXO Partners, L.P.), reported three transactions on 2026-01-31. He sold 10,689 units in an open-market/private sale at $12.07 each for proceeds of about $129,016. On the same day he was granted two awards: 35,556 phantom units and 21,109 performance units (both recorded as $0 acquisition price).

This sale was to satisfy tax withholding (see footnote F3) and the awards are equity-settled equivalents of common units that will convert to common units upon vesting.

Key Details

• Transaction date: 2026-01-31; filing date: 2026-02-03.
• Sale: 10,689 units at $12.07; proceeds ≈ $129,016. (Code S)
• Grants/Awards: 35,556 phantom units (F1) and 21,109 performance units (F2); recorded at $0 (Code A).
• Footnote F3: The sale was to satisfy tax withholding on vesting and was executed under a Rule 10b5-1 plan as a "sell to cover" — not a discretionary sale by the reporting person.
• Shares owned after the transaction: not specified in the provided filing text.
• No late filing is indicated in the provided report (filing occurred 3 days after the transaction date).

Context

• Phantom units (F1) and performance units (F2) are economic equivalents of common units and will be settled in common units when they vest. The phantom units vest in three substantially equal installments beginning January 31, 2027; the performance units vest in two substantially equal installments beginning January 31, 2027.
• The reported sale was a routine sell-to-cover for tax purposes (per F3) and should be viewed differently from a discretionary sale or a cash-market decision to reduce exposure.
• The reporting person is an officer of TXO GP, LLC, the Issuer’s general partner; the Issuer is managed by the directors and executive officers of the general partner.