TXO 8-K
TXO Partners, L.P. (TXO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On August 4, 2026, TXO Partners, L.P. (the "Partnership") issued a press release announcing the declaration of its quarterly distribution for the second quarter of 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 4, 2026, the Partnership posted an investor presentation on its website. The presentation may be found on the Partnership’s website at www.txopartners.com by selecting “Investors,” “News & Events” and then “Presentations.” Information on the Partnership’s website does not constitute a part of this Current Report on Form 8-K. The presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Information in this Item 7.01, and Exhibits 99.1 and 99.2 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release Issued by TXO Partners, L.P. on August 4, 2026 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TXO Partners, L.P. |
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By: |
TXO Partners GP, LLC its general partner |
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Date: |
August 4, 2026 |
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/s/ Brent W. Clum |
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Brent W. Clum |
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Co-Chief Executive Officer and Chief Financial Officer |
program and fully expect the benefits of that to be evident in the second half of the year. For perspective, we foresee the average lateral length of TXO’s operated wells in 2026 to approach 14,000 feet compared to the 2025 program average of roughly 10,000 feet, which translates into increased capital efficiency and better productivity,” stated Brent W. Clum, Co-Chief Executive Officer and CFO. “We continue to manage the business with a steady hand, the strengths of which were on full display during the quarter. Accordingly, we are pleased to declare a $0.40 per unit distribution.”
“With the closing of the previously announced asset sales during the quarter, TXO is focusing its capital investment into the high-impact Elm Coulee field in Montana. The ongoing drilling efforts are realizing outstanding results for oil production, while delineating our expansive inventory of more than one hundred future well sites. In conjunction, the company’s long-lived production in the Permian and San Juan
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basins continues to provide stable operations and volumes,” commented Gary D. Simpson, Co-Chief Executive Officer.
About TXO Partners, L.P.
TXO Partners, L.P. is a master limited partnership focused on the acquisition, development, optimization and exploitation of conventional oil, natural gas, and natural gas liquids (NGL) reserves in North America. TXO’s current acreage positions are concentrated in the Permian Basin of West Texas and New Mexico, the San Juan Basin of New Mexico and Colorado and the Williston Basin of Montana and North Dakota.
Quarterly Report on Form 10-Q
TXO's financial statements and related footnotes will be available in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which TXO will file with the Securities and Exchange Commission (SEC)
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today. The 10-Q will be available on TXO's Investor Relations website at www.txopartners.com/investors or on the SEC's website at www.sec.gov. TXO unitholders may request a printed copy free of charge of the Quarterly Report on Form 10-Q by emailing [email protected] or by writing to Investor Relations, 400 West 7th Street, Fort Worth, Texas 76102.
Non-U.S. Withholding Information
This press release is intended to be a qualified notice under Treasury Regulations Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100%) of TXO’s distribution to foreign unitholders as being attributable to income that is effectively connected with a United States trade or business. Accordingly, TXO’s distributions to foreign unitholders are subject to federal income tax withholding at the highest applicable effective tax rate. For purposes of Treasury Regulations Section 1.1446(f)-4(c)(2)(iii), brokers and
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nominees should treat one hundred percent (100%) of the distributions as being in excess of cumulative net income for purposes of determining the amount to withhold. Nominees, and not TXO, are treated as withholding agents responsible for any necessary withholding on amounts received by them on behalf of foreign unitholders.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements often include words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions, although not all forward-looking statements contain such identifying words. These forward-looking statements include our ability to continue to successfully
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develop the Elm Coulee field of the Williston Basin and other future development opportunities, our ability to generate meaningful distributions for our partners while building our net asset base, our ability to maintain or increase oil production and reserves, the margin potential and risk level of our current inventory, our ability to execute our strategy, our anticipated well inventory and drilling locations, projected lateral lengths and well productivity, and our 2026 capital program, the timing, amount and area of focus of future investments in our assets and the impacts of future commodity price changes. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events at the time such statement was made, and it is possible that the results described in this press release will not be achieved. Our assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, including, without limitation, the following: our ability to meet distribution expectations and projections; the volatility of oil, natural gas and NGL
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prices; our ability to safely and efficiently operate TXO’s assets; uncertainties about our estimated oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production; and the risks and other factors disclosed in TXO’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, TXO does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for TXO to predict all such factors.
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TXO Partners, L.P. Investor Presentation August 2026
This presentation contains “forward-looking” statements, as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements other than statements of historical facts contained in this presentation, including statements regarding our distribution strategy, hedging strategy, future production and operations, financial position, including capital allocation, ability to generate significant cash flow, illustrative 2027 EBITDAX, projected costs, management's objectives to manage leverage, expectations to deploy discretionary capex in the Williston Basin, 2026 full-year development costs, and potential developments and upsides. In some cases, you can identify forward-looking statements because they contain words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “increase”, “support”, “maximize”, “execute”, “provide”, “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions, although not all forward-looking statements contain such identifying words. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors including, but not limited to, those related to commodity price volatility; worldwide economic activity and our operations; uncertainties about our estimated oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production; the concentration of our operations in the Permian Basin, San Juan Basin, and the Williston Basin; lack of transportation and storage capacity as a result of oversupply, government regulations or other factors; lack of availability of drilling and production equipment and services; potential financial losses or earnings reductions resulting from our commodity price risk management program or any inability to manage our commodity risks; environmental, weather, drilling and other operating risks; regulatory changes; political and economic conditions and events in foreign oil and natural gas producing countries, and the other risks discussed in "Risk Factors," the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025, 10-K, and those set forth from time to time in other filings with the SEC. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this presentation. These and other factors may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. Forward-looking statements represent our management’s expectations and assumptions only as of the date of this presentation. We undertake no obligation to update any forward-looking statements for any reason after the date of this presentation to reflect events or circumstances after the date of this presentation or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. The SEC generally permits oil and natural gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, and certain probable and possible reserves that meet the SEC’s definitions for such terms. References to the Partnership’s estimated proved reserves and to the estimated proved reserves of the acquired assets are derived from the Partnership’s reserve reports prepared by Cawley Gillespie & Associates, Inc., the Partnership’s independent petroleum engineers. Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, our reserve and PV-10 estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered. This presentation includes market data and other statistical information from third party sources. Although we believe these third-party sources are reliable as of their respective dates, we have not independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, which could cause our results to differ materially from those expressed in these third-party publications. This presentation contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. This presentation may include certain non-GAAP financial information. Because not all companies calculate non-GAAP financial information identically (or at all), the non-GAAP financial information included herein may not be comparable to other similarly titled measures used by other companies. Further, such non-GAAP financial information should not be considered as a substitute for the information contained in the historical financial information prepared in accordance with GAAP included herein or provided in connection herewith. Please see the 10-K filed on February 26, 2026 for definitions and reconciliations of such non-GAAP financial information Disclaimer and Forward-Looking Statements
TXO Partners – Unique MLP in Energy Owners of long-lived legacy properties with strong cash flows Vision for long-term production and distribution model Building value with the “right assets” over time Management, board, and significant owners are aligned as owners with ~34%(1) of the units (1) As of 6/30/2026.
About Us | TXO Partners, L.P. (NYSE & NYSE Texas: TXO) ~520K 520,000 Net Acres Primarily Across Three Major US Basins 30% Daily Oil Production CAGR from 2022 Through 2Q 2026 $6.96(1) Total Per Unit Distributions Since IPO 30% Growth in Daily Oil Production YTD 2026 Versus FY 2025 >$286M(1) Total Dollars Distributed to Unitholders Since IPO 26K Daily Oil Equivalent Barrels of Production YTD 2026 (1) Includes paid and announced distributions
TXO is a yield-oriented independent oil and natural gas company headquartered in Fort Worth, TX with ~773,000 gross acres and ~520,000 net acres across three premier oil and gas basins TXO operates in development plays with proven assets 22.5 MBoe/d in 2025, 106 MMBoe proved reserves(1) $1B in Proved PV-10(1) Low decline rates combined with low-risk conventional development provides managed growth with lower capital expenditures TXO has an estimated 12% base decline rate(2) Introduction to TXO Partners Low-decline, conventional assets allow the Company to distribute a substantial portion of its cash flow from operations Asset Acquisition Timeline Chevron Permian Acquisitions San Juan Acquisitions Permian Acquisitions Additional Permian Acquisition 2012-2019 2021 2022 2024 EMEP & Kaiser-Francis Acquisitions 2025 Cross Timbers Divestiture 2020 2026 White Rock Energy Acquisition Williston San Juan Permian Multi-Basin (1) As of 12/31/25. (2) Three-year underlying decline rate as of 12/31/25.
Room to Run Coupled with our low-decline conventional base, TXO is positioned to generate meaningful cash flow over the coming years TXO’s balanced portfolio provides the ability to allocate capital to the highest-return commodity (1) The illustrative chart uses EBITDAX, which is a non-GAAP financial measure. See 10-K filed on 02/26/26 for definitions and reconciliations to the most directly comparable GAAP measures. Each price scenario reflects the respective WTI / Henry Hub price for each month of 2027. Representative costs and capital spend are held constant across each illustrative scenario. Each scenario incorporates the effect of our commodity derivatives as of 7/31/2026.
TXO Operates in High Impact Basins Exposure to a balance of oil and natural gas inventory provides capital allocation flexibility Focused on three prolific US basins Portfolio underpinned by shallow decline conventional production with unconventional growth upsides Conventional Base + Unconventional Upside Williston Basin Permian Basin San Juan Basin Gas NGL Oil 2024 2025 1H 2026 MBOED
Williston Basin Return to the Williston Basin and Elm Coulee Field in 2024 with further consolidation in 2025 Vast majority of TXO’s 2026 discretionary capex expected to be deployed in the Williston Basin Net acres: ~271,000 4Q 2024 production: 5.7 Mboe/d (76% oil, 88% liquids) 4Q 2025 production: 11.5 MBoe/d (75% oil, 90% liquids) Elm Coulee Acreage Map Note: Acreage map only represent TXO’s acreage in the Elm Coulee field of the Williston Basin. See 10-K filed on 02/26/26 for definitions and reconciliations to the most directly comparable GAAP measures. Source: Enverus horizontal wells 2021-current; in ND Williston; lateral lengths >= 6,500’; data normalized to 10,000’. Oil Cut Comparison vs. Months Online TXO Elm Coulee Average Williston – N Dakota Average Cumulative Oil vs. Months Online – Normalized to 10K’ Elm Coulee oil cut is ~50% higher than ND Bakken average, which delivers more durable long-term economics
San Juan Basin – Mancos Shale Play TXO Net Acres in Mancos Play 58,500 Net Acres in Phase I Development 3,520 Phase I as a percentage of TXO total 6% Offset operators current gas rig count in basin(1) 3 Within a prime target area, TXO has water rights, company owned surface & SWD, and optionality for key gas gathering system TXO Exploring potential development, joint venture, farmout, and other monetization. Mancos looks unlikely to compel capital at current 2027 forward prices. Future Source: Public Filings (1) Data as of 7/30/2026. Core Mancos with Infrastructure Advantages Mancos Gas Window PHASE 1 Offset Producing & Proposed Wells TXO Acreage San Juan Basin Phase 1 Current Gas Rigs
Permian Basin Diverse Permian asset base provides exposure to the premier onshore US oil and gas basin Prolific upside opportunities are available through infill drilling, waterflood expansion, CO2 floods, and recompletions Net acres: ~43,000 2025 production: 4.5 MBoe/d (85% oil, 98% liquids) Base decline rate(1): ~6% Permian Acreage Map Production (MBoe/d) Note: See 10-K filed on 02/26/26 for definitions and reconciliations to the most directly comparable GAAP measures. (1) Three-year underlying decline rate as of 12/31/25.
High Margin Capital Program Attractive Structure Variable Distribution Policy Strong Balance Sheet 2026 full-year development costs are expected to be ~$80MM TXO’s capital strategy is particularly well suited for a Master Limited Partnership, allowing distributions to go straight to unitholders, avoiding double taxation Distributions will return significant capital back to unitholders, with a policy to deliver all available cash to unitholders(1) Post Williston Basin acquisitions and Cross Timbers Energy dispositions, TXO expects to manage between a ~1.0x to ~2.0x Net Debt / Adjusted EBITDAX(1) multiple, delivering returns to unitholders Financial Strategies Hedging Profile TXO’s hedging profile will follow an opportunistic strategy TXO’s financial profile supports substantial free cash flow (1) Cash Available for Distribution, Net Debt, Adjusted EBITDAX, and Net Debt / Adjusted EBITDAX are non-GAAP measures. See 10-K filed on 02/26/26 for definitions and reconciliations to the most directly comparable GAAP measures.
Upstream MLP Comparison Our management team structured TXO as a “new and improved” MLP (1) Our development costs include all of our capital expenditures made for oil and gas properties, other than acquisitions. Element Prior Upstream MLPs TXO Leverage Relied heavily on debt to fund projects and acquisitions Expect to maintain a prudent leverage ratio Shale Exposure Generally focused on unconventional plays Focused on conventional plays Maintenance Capex Yes No(1) Promote / IDRs Yes No Fixed Minimum Distributions Yes No Long-Term Hedge Program Fixed long-term policies Opportunistic hedging program
Hedge Profile Summary As of 6/30/26
Investment Considerations and Opportunity Highlights 3 4 Experienced and personally invested management team with an extensive track record of value creation Management team with significant industry experience in acquiring and exploiting conventional oil and natural gas properties in multiple resource plays and basins Management team owns significant stake in the business with strong alignment of incentives with investors With many conventional wells and a large volume of proved reserves, TXO’s low-decline production profile is a leader in the industry Management team has collectively completed hundreds of acquisitions worth over $15 billion TXO’s management team has continued to employ their successful strategy of acquiring and exploiting quality acreage across the Lower 48 Maintained commitment to a conservatively capitalized balance sheet, ensuring a robust liquidity profile and financial flexibility TXO has maintained low levels of leverage throughout multiple acquisitions, ensuring that unitholders remain the primary recipients of TXO’s cash flow Prudent and opportunistic hedging program to deliver consistent returns to investors and protect the balance sheet 2 1 TXO has delivered results to investors via its long-lived, conventional asset base and stable production, underpinned by flat decline rates, consistent with the company’s commitment to its strategy post-IPO Demonstrated strategic excellence and industry-leading ability to source, integrate, and optimize acquisitions across multiple basins
Key Investment Considerations Focused on high impact basins for development and growth Durable long-term distributions Judicious, low-risk capital spending Captured resource potential to build value per unit
Experienced and Personally Invested Management Team with an Extensive Track Record of Value Creation Executives Prior Experience Education Other Background Information d Bob Simpson Chairman of the Board Of Directors 45+ years of experience in the oil and gas industry Designated as “Top Business Graduate of the 1970s” by Baylor University Scott Agosta Chief Accounting Officer 35+ years of accounting experience, including 23 years of experience in the oil and gas industry, having worked at large public energy firms and with a Big 4 accounting firm Brent Clum Co-Chief Executive Officer, CFO, Director 20+ years of experience in the oil and gas industry and 13 years of experience in the financial industry 12 years as Finance and Audit Committee Chair for Texas Rangers Director Keith Hutton 40+ years of experience in the oil and gas industry Named Distinguished Graduate of Texas A&M University Petroleum Engineering Department Gary Simpson Co-Chief Executive Officer, Director Simpson Oil & Gas 35+ years of experience in energy and corporate work Career of working in international and domestic energy production operations