SCHEDULE 13D: TXO Partners Chairman Bob R. Simpson Significantly Increases Stake to 12.7% Through Recent Unit Purchases

Bob R. Simpson, Chairman of TXO Partners GP, LLC, has substantially increased his beneficial ownership in TXO Partners, L.P. to 12.7% through recent unit acquisitions, signaling strong confidence in the company's future.

Summary

• Bob R. Simpson, Chairman of TXO Partners GP, LLC, is the Reporting Person for this Schedule 13D filing.
• The Reporting Person beneficially owns 6,750,000 Common Units of TXO Partners, L.P., which represents 12.7% of the class.
• This ownership percentage is based on 53,034,292 Common Units outstanding as of May 13, 2025.
• Prior to the Issuer's IPO, Mr. Simpson acquired 55,226,872 Series 5 Preferred Units and 49,211,504 Common Units in exchange for equity securities of the predecessor.
• On January 31, 2023, 2,180,295 Common Units were converted from Series 5 Preferred Units after a 1-for-25.33 reverse unit split.
• On November 10, 2023, Mr. Simpson purchased 276,890 Common Units at a price of $17.60 per unit.
• On June 28, 2024, an additional 100,000 Common Units were purchased in an underwritten offering at $20.00 per unit.
• On May 15, 2025, a significant purchase of 2,250,000 Common Units was made in an underwritten offering at $15.00 per unit.
• All acquisitions were funded using the Reporting Person's personal funds.
• In connection with an Underwriting Agreement dated May 13, 2025, the Reporting Person entered into a 60-day lock-up agreement, restricting the disposition of Issuer securities until approximately July 12, 2025.
• The purpose of these transactions is for investment, with the Reporting Person intending to continuously review his investments based on various factors including the Issuer's financial condition, market conditions, and alternative opportunities.
• The Reporting Person may acquire additional units, retain or sell existing units, and may engage in discussions regarding extraordinary corporate transactions such as mergers, take-private transactions, security offerings, asset sales, changes to capitalization or dividend policy, or alterations to management or Board composition.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by the Chairman, funded by personal funds, indicates strong insider confidence and is generally viewed very positively by the market as a bullish signal.

Positives

• The Chairman of TXO Partners GP, LLC, Bob R. Simpson, significantly increased his beneficial ownership to 12.7% of the common units, demonstrating strong insider confidence.
• Mr. Simpson used personal funds for all recent acquisitions, including a substantial purchase of 2,250,000 units at $15.00, indicating a deep personal conviction in the company's value.
• The stated purpose of the acquisitions is for investment, suggesting a long-term perspective from a key insider.

Negatives

• The Reporting Person is subject to a 60-day lock-up agreement from May 13, 2025, which temporarily restricts his ability to sell or dispose of his significant holdings, potentially limiting liquidity for a major shareholder.

Risks

• The Reporting Person is bound by a 60-day lock-up period, commencing May 13, 2025, during which he cannot offer, sell, or otherwise dispose of Issuer securities without the prior written consent of the underwriters.
• The Reporting Person may consider or explore extraordinary corporate transactions, including mergers, reorganizations, take-private transactions, security offerings, asset sales, changes to capitalization or dividend policy, or changes in management or Board composition, which could introduce strategic shifts or uncertainties.

Future Outlook

The Reporting Person intends to continuously review his investment in TXO Partners, L.P. and may acquire additional securities, retain or sell existing holdings, or engage in discussions regarding significant corporate transactions such as mergers, take-private deals, security offerings, asset sales, changes to capitalization or dividend policy, or alterations to management or the Board composition. These potential actions will be based on an ongoing evaluation of the Issuer's business, financial condition, operations, prospects, and general market conditions.

Management Comments

• "The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and he intends to review his investments in the Issuer on a continuing basis."
• "Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments."
• "The Reporting Person may acquire additional securities of the Issuer, or, subject to the restriction in the Lock-Up Agreement, retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions."
• "In addition, the Reporting Person may engage in discussions with management, the board of directors of TXO Partners GP, LLC (the 'Board'), and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Units; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board."

Industry Context

This filing indicates a significant insider's increased stake in TXO Partners, L.P., an entity structured as a limited partnership, typically found in the energy sector (e.g., oil and gas). Such a substantial increase in ownership by the Chairman often signals strong internal confidence in the company's prospects within its specific industry, potentially reflecting a positive outlook on commodity prices, operational efficiencies, or strategic initiatives.

Comparison to Industry Standards

• NA. This document is a Schedule 13D filing detailing an individual's beneficial ownership and investment intent, not a company's financial performance report. Therefore, direct comparisons to industry-specific financial benchmarks or competitor results are not applicable based solely on the provided text.

Corporate Governance

Related Party Transactions

• The document details the Chairman of the general partner, Bob R. Simpson, acquiring common units in underwritten offerings from the Issuer, which constitutes a transaction between a related party (Chairman) and the company (Issuer) in the context of capital raising.

Stakeholder Impact

• Shareholders: The significant increase in insider ownership by the Chairman is likely to be perceived as a strong vote of confidence, potentially boosting investor sentiment and share price.
• Management/Board: The Reporting Person's stated intent to potentially discuss extraordinary corporate transactions or changes in management/Board composition indicates a proactive and potentially influential role in the company's future strategic direction, which could lead to significant corporate actions.
• Creditors/Investors in Offerings: The underwritten offerings in which the Reporting Person participated indicate capital raises, which could impact the company's financial structure and ability to fund operations.

Next Steps

• The Reporting Person will continue to review his investments in the Issuer on an ongoing basis.
• The Reporting Person may acquire additional securities of the Issuer, or retain or sell existing holdings (subject to the lock-up agreement).
• The Reporting Person may engage in discussions with management, the Board, and other securityholders regarding potential extraordinary corporate transactions, including mergers, take-private transactions, security offerings, asset sales, changes to capitalization or dividend policy, or changes in management or Board composition.
• The 60-day lock-up period for the Reporting Person is expected to end around July 12, 2025.

Key Dates

Recommendation

Keywords

TXO Partners, Bob R. Simpson, Schedule 13D, insider buying, beneficial ownership, common units, limited partner interests, SEC filing, investment, lock-up agreement, corporate governance, underwritten offering, equity acquisition