Form 4: Black Stone Minerals Executive Chairman Awarded Units

Thomas L. Carter Jr., Executive Chairman of Black Stone Minerals, L.P., was granted 53,404 restricted common units under the company's 2025 Long-Term Incentive Plan.

Summary

• Thomas L. Carter Jr., Executive Chairman of Black Stone Minerals, L.P., received an award of 53,404 common units.
• These units are restricted and issued pursuant to the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (LTIP).
• The common units will vest in three equal installments on January 7, 2027, January 7, 2028, and January 7, 2029.
• Vesting is contingent upon continuous employment with the Issuer, Black Stone Minerals GP, L.L.C., or any of their respective affiliates through each vesting date.
• Following this transaction, Thomas L. Carter Jr. directly holds 3,531,172 common units.
• Indirect beneficial ownership includes 13,141 units by Fowler Thomas Carter 1995 Trust, 37,741 units by Georgia Elizabeth Carter 1995 Trust, 167,155 units by spouse, 37,742 units by Molly Leachman Carter 1995 Trust, 37,741 units by Katherine Ross Carter 1995 Trust, and 11,481,503 units by Carter2221, Ltd.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting continued executive alignment with long-term shareholder interests through a standard equity incentive mechanism.

Positives

• The award of restricted units aligns the Executive Chairman's interests with long-term shareholder value.
• The grant under the 2025 Long-Term Incentive Plan demonstrates a commitment to executive retention and performance.
• The significant existing beneficial ownership, both direct and indirect, indicates strong insider confidence in the company's future.

Negatives

• The units are restricted and do not provide immediate liquidity or full ownership to the Executive Chairman until vesting conditions are met.
• The vesting schedule extends over several years, meaning the full benefit is deferred.

Risks

• The vesting of the common units is contingent upon the Reporting Person's continuous employment with the Issuer, Black Stone Minerals GP, L.L.C., or any of their respective affiliates through each vesting date.

Future Outlook

The restricted unit award with a multi-year vesting schedule indicates a long-term commitment from the Executive Chairman to the company's performance and strategic objectives, aligning his future financial interests with the company's success.

Management Comments

• The common units are subject to a restricted unit award issued pursuant to the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan.
• Except as otherwise provided in the LTIP or the award agreement, the common units will vest in three equal installments on each of January 7, 2027, January 7, 2028, and January 7, 2029, so long as the Reporting Person remains continuously employed by the Issuer, Black Stone Minerals GP, L.L.C., or any of their respective affiliates through each such vesting date.

Industry Context

StockSavvy.ai notes that restricted stock unit (RSU) awards are a common form of executive compensation in the energy and natural resources sector, particularly for master limited partnerships (MLPs) like Black Stone Minerals. These awards are designed to incentivize long-term performance and retention by linking executive wealth directly to the company's unit price performance over time, a practice widely adopted across the industry to align management and unitholder interests.

Comparison to Industry Standards

• The use of restricted unit awards is a standard practice for executive compensation in the oil and gas royalty and mineral interest sector, comparable to practices at companies like Permian Basin Royalty Trust (PBT) or Dorchester Minerals, L.P. (DMLP), which also utilize equity-based incentives to retain key management.
• The multi-year vesting schedule (three equal installments over three years) is typical for long-term incentive plans across various industries, including energy, ensuring sustained commitment from executives.
• The significant existing beneficial ownership of Thomas L. Carter Jr. (over 15 million units directly and indirectly) is substantial, indicating a high level of personal investment and alignment, which is often viewed positively compared to executives at other companies who may hold a smaller proportion of outstanding shares.

Stakeholder Impact

• Shareholders/Unitholders: The award aligns the Executive Chairman's long-term interests with unitholder value, potentially fostering more stable and growth-oriented decision-making.
• Employees: The existence of a Long-Term Incentive Plan (LTIP) may signal a broader commitment to performance-based compensation, potentially impacting employee morale and retention.

Next Steps

• First vesting of 17,801 units on January 7, 2027.
• Second vesting of 17,801 units on January 7, 2028.
• Third vesting of 17,802 units on January 7, 2029.

Key Dates

Keywords

Black Stone Minerals, BSM, Form 4, Insider Transaction, Restricted Stock Units, Executive Compensation, Long-Term Incentive Plan, Thomas L. Carter Jr., Equity Award