Form 4: Black Stone Minerals Co-CEO Awarded Restricted Units

Fowler Carter, Co-CEO and President of Black Stone Minerals, L.P., received a restricted unit award of 80,106 common units under the 2025 Long-Term Incentive Plan.

Summary

• Fowler Carter, Co-CEO and President of Black Stone Minerals, L.P. (BSM), was granted a restricted unit award.
• The award consists of 80,106 common units representing limited partner interests.
• The transaction date for this award was February 4, 2026.
• The common units were issued pursuant to the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (LTIP).
• The units will vest in three equal installments on January 7, 2027, January 7, 2028, and January 7, 2029.
• Vesting is contingent upon Fowler Carter's continuous employment with the Issuer, Black Stone Minerals GP, L.L.C., or their affiliates through each vesting date.
• Following this transaction, Fowler Carter beneficially owns 124,374 common units directly.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting standard executive compensation practices designed to align management incentives with long-term unitholder value and ensure executive retention.

Positives

• The restricted unit award aligns the interests of Co-CEO and President Fowler Carter with those of shareholders, as the value of the award is tied to the company's unit price performance.
• The multi-year vesting schedule acts as a strong retention incentive for a key executive, ensuring continued leadership and commitment to long-term company goals.

Negatives

• The issuance of new common units, upon vesting, could lead to a slight dilution for existing shareholders, although this is a common practice for executive compensation.

Risks

• The vesting of the common units is conditional on Fowler Carter's continuous employment with Black Stone Minerals, L.P. or its affiliates through each vesting date, meaning the award could be forfeited if employment ceases prematurely.

Future Outlook

The award's vesting schedule extending through January 2029 indicates a long-term commitment from the Co-CEO and President, aligning executive incentives with the company's sustained performance over several years.

Management Comments

• The restricted unit award was issued pursuant to the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan.

Industry Context

StockSavvy.ai notes that long-term incentive plans, particularly those involving restricted stock or units with multi-year vesting, are a standard practice in the energy and natural resources sector for executive compensation. This approach aims to retain key talent and align management's financial interests with the long-term value creation for unitholders, a common strategy among peers like royalty trusts and master limited partnerships.

Comparison to Industry Standards

• The use of restricted unit awards with multi-year vesting is a common and accepted practice for executive compensation in the U.S. energy sector, similar to compensation structures seen at companies like Permian Basin Royalty Trust or other publicly traded MLPs.
• The grant size of 80,106 units for a Co-CEO is within the typical range for a company of Black Stone Minerals' market capitalization, designed to provide a meaningful incentive without excessive dilution compared to similar awards at companies such as Dorchester Minerals, L.P. or Cross Timbers Royalty Trust.

Corporate Governance

Related Party Transactions

• The restricted unit award to Fowler Carter, a Co-CEO and Director, constitutes a transaction with a related party, as it involves compensation provided to a key management personnel.

Stakeholder Impact

• Shareholders: Potential for long-term value creation through incentivized management, balanced against minor future dilution upon vesting of units.
• Employees: Reinforces the company's commitment to executive retention and a structured compensation framework, potentially setting a precedent for other long-term incentive programs.
• Management: Provides significant long-term incentive and compensation tied to the company's performance and continued employment.

Next Steps

• The common units will vest in three equal installments on January 7, 2027, January 7, 2028, and January 7, 2029, subject to continuous employment.

Key Dates

Keywords

Black Stone Minerals, BSM, Fowler Carter, Restricted Stock Unit, RSU, Long-Term Incentive Plan, LTIP, Executive Compensation, Insider Transaction, SEC Form 4, Oil and Gas, Mineral Interests