TXO Partners, L.P.

General

We do not directly employ any of the persons responsible for managing our business. Our general partner’s executive officers manage our business as part of the services provided by our general partner to us under our partnership agreement. Although all of the employees that conduct our business are either employed by our general partner or its subsidiaries, we sometimes refer to these individuals in this Annual Report on Form 10-K as our employees.

All of our general partner’s executive officers and other employees necessary to operate our business are employed and compensated by either our general partner or a subsidiary of our general partner, subject to reimbursement by our general partner. The compensation for all of our executive officers is indirectly paid by us to the extent provided for in the partnership agreement because we reimburse our general partner for compensation it pays related to management of our business.

Our Compensation Committee is responsible for reviewing and making recommendations to our Board with respect to the compensation of our co-chief executive officers and determining the compensation of our other executive officers.

Emerging Growth Company Status

As an emerging growth company we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our chief executive officer to the median of the annual total compensation of all of our employees. The rules applicable to emerging growth companies require compensation disclosure for any individuals serving as our principal executive officer during the last completed fiscal year and the two most highly compensated executive officers other than our principal executive officer, as well as up to two additional individuals who would have been one of the two most highly compensated executive officers had they remained employed as of the last day of the year. We refer to these officers as our “Named Executive Officers” or “NEOs”. Our NEOs for 2025 consist of the following four individuals:

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Bob R. Simpson, our Chairman of the Board;

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Gary D. Simpson, our Co-Chief Executive Officer and Director;

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Brent W. Clum, our Co-Chief Executive Officer, Chief Financial Officer and Director; and

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Scott T. Agosta, our Chief Accounting Officer.

2025 Summary Compensation Table

The following table sets forth compensation for our NEOs, for the years ended December 31, 2025 and 2024.

(1)

Amounts reported represent the aggregate grant date fair value of phantom units awarded to each NEO, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, based on the fair market value of a common unit as of the grant date and the number of common units subject to the award. For performance-based phantom units, the amounts are calculated based on the assumption that the performance conditions will be met and that 100% of the awards granted will be earned which was determined to be the probable outcome. The grant date fair value of performance-based awards assuming maximum achievement of the performance conditions is $1,961,989 for Mr. G. Simpson, $1,961,989 for Mr. Clum and $784,870 for Mr. Agosta.

(2)

The amounts disclosed for 2025 in this column reflect distributions received on unvested phantom units totaling $391,236 for Mr. G. Simpson, $563,327 for Mr. Clum and $189,139 for Mr. Agosta and matching contributions made on behalf of employees under our 401(k) plan totaling $13,657 for Mr. G. Simpson, $35,000 for Mr. Clum and $35,000 for Mr. Agosta.

(3)

Mr. Simpson was appointed as Chief Executive Officer in July 2022. Mr. Simpson resigned as Chief Executive Officer April 1, 2025. Mr. Simpson did not receive any compensation in his capacity as Chief Executive Officer or as Chairman and Director of the Board for 2025.

(4)

Mr. G. Simpson and Mr. Clum were appointed Co-Chief Executive Officers effective April 1, 2025.

Narrative to 2025 Summary Compensation Table

Annual Base Salaries

For 2025, Messrs. Clum and Agosta received an annual base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Neither Mr. Simpson nor Mr. G. Simpson received an annual base salary for 2025. The 2025 annual base salaries for Messrs. Clum and Agosta were effective as of February 1, 2025, and did not change during 2025. Accordingly, each NEO's 2025 annual base salary was equal to the amount set forth in the Salary column of the 2025 Summary Compensation Table.

For 2026, the Board approved an annual base salary for Messrs. Clum and G. Simpson of $500,000 each and for Mr. Agosta of $335,000, effective February 1, 2026.

Annual Performance Bonus

The NEOs are eligible to receive a discretionary annual cash bonus in amounts determined by the Board. The annual performance bonuses earned by our NEOs for 2025 are set forth in the Bonus column of the 2025 Summary Compensation Table.

For 2026, the Board approved target discretionary annual bonuses of $500,000 for Messrs. Clum and G. Simpson and $175,000 for Mr. Agosta, with the potential to earn up to 200% of their respective target bonus amounts.

Retirement Plan

We maintain a 401(k) retirement savings plan that allows employees to contribute and defer a portion of their wages. Regardless of an employees’ decision to participate in the 401(k) plan, we make a non-elective contribution equal to 3% of each employees’ wages. Additionally, we have the ability to make a discretionary annual match as determined by the general partner. For 2025, we matched employee contributions up to 7% of wages, subject to annual dollar maximums established by applicable law and plan limitations. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

The employer contributions to the 401(k) retirement savings plan on behalf of our participating NEOs are set forth above in the All Other Compensation column of the 2025 Summary Compensation Table.

We do not maintain, sponsor, contribute to or otherwise have any liability with respect to any single or multiemployer defined benefit pension plan or nonqualified deferred compensation plan.

Long-Term Incentive Plan

We have adopted the LTIP under which our general partner may issue long-term equity-based awards to directors, officers and employees of our general partner or its affiliates, or to any consultants or affiliates of our general partner or other individuals who perform services for us. These awards are intended to compensate the recipients based on the performance of our common units and their continued service during the vesting period, as well as to align their long-term interests with those of our unitholders. We are responsible for the cost of awards granted under the LTIP and all determinations with respect to awards to be made under the LTIP are made by the Board of our general partner or any committee thereof that may be established for such purpose or by any delegate of the Board or such committee, subject to applicable law, which we refer to as the plan administrator. The Compensation Committee has been designated as the plan administrator.

2025 Annual Grants

The long-term incentive component of our 2025 executive compensation program consisted of phantom units with distribution equivalent rights granted under the LTIP. A phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of the phantom unit or, in the discretion of the plan administrator, cash equal to the fair market value of a common unit. Distribution equivalent rights are rights to receive an amount in cash, restricted units or phantom units equal to all or a portion of the cash distributions made on units during the period the related phantom units remain outstanding.

In January 2025, we granted 126,650 time-based phantom units with distribution equivalent rights to our NEOs, with 52,770 time-based phantom units granted to Mr. G. Simpson, 52,770 time-based phantom units granted to Mr. Clum and 21,110 time-based phantom units granted to Mr. Agosta. These time-based phantom units will vest in one-third increments on January 31, 2026, 2027 and 2028.

In addition, in January 2025, we granted 126,650 performance-based phantom units with distribution equivalent rights to our NEOs as annual long-term incentive awards pursuant to the LTIP, with 52,770 performance-based phantom units granted to Mr. G. Simpson, 52,770 performance-based phantom units granted to Mr. Clum and 21,110 performance-based phantom units granted to Mr. Agosta. These performance-based phantom units are earned based on the Company’s performance during the 2025 calendar year according to the achievement of certain performance objectives and, to the extent earned, will vest in two substantially equal installments on January 31, 2027 and 2028. Prior to determination of the achievement of the performance objectives, distribution equivalent rights are paid according to the target number of phantom unit grants. Following determination of the number of earned phantom units, distribution equivalent rights will be paid according to the number of earned phantom units.

Based on TXO's performance during the 2025 calendar year according to performance objectives set forth in the table below, in January 2026, the Compensation Committee determined that a total of 126,647 of the performance-based phantom units granted in 2025 were earned by our NEOs, with 52,769 units earned by Mr. G. Simpson, 52,769 units earned by Mr. Clum and 21,109 units earned by Mr. Agosta. The table below summarizes the performance target goals applicable to the 2025 performance-based phantom units granted to our NEOs as well as our actual results against those goals.

Both the time-vesting and performance-based phantom units will be settled in common units as soon as reasonably practicable after the vesting date. Distribution equivalents are paid to holders of outstanding phantom units, including unvested phantom units, on the next payroll dates after the distribution is paid to holders of common units.

2025 Appointment Grants

In conjunction with the appointment of Messrs. Clum and Simpson as our Co-Chief Executive Officers, effective April 1, 2025, we granted each of them 100,000 phantom units that were immediately vested and 100,000 time-based phantom units with distribution equivalent rights that vest on April 1, 2026.

2026 Annual Grants

In January 2026, we granted 346,668 time-based phantom units with distribution equivalent rights to our NEOs, with 155,556 time-based phantom units granted to Mr. G. Simpson, 155,556 time-based phantom units granted to Mr. Clum and 35,556 time-based phantom units granted to Mr. Agosta. These time-based phantom units will vest in one-third increments on January 31, 2027, 2028 and 2029.

In addition, in January 2026, we granted 327,224 performance-based phantom units with distribution equivalent rights to our NEOs, with 145,834 performance-based phantom units granted to Mr. G. Simpson, 145,834 performance-based phantom units granted to Mr. Clum and 35,556 performance-based phantom units granted to Mr. Agosta. These performance-based phantom units will be earned based on the Company’s performance during the 2026 calendar year according to the achievement of certain performance objectives and, to the extent earned, will vest in two substantially equal installments on January 31, 2028 and 2029. Prior to determination of the achievement of the performance objectives, distribution equivalent rights are paid according to the target number of phantom unit grants. Following determination of the number of earned phantom units, distribution equivalent rights will be paid according to the number of earned phantom units.

Both the time-vesting and performance-based phantom units will be settled in common units as soon as reasonably practicable after the vesting date. Distribution equivalents will be paid to holders of outstanding phantom units, including unvested phantom units, on the next payroll dates after the distribution is paid to holders of common units.

Outstanding Equity Awards at 2025 Year-End

The following table shows outstanding equity awards held by the NEOs as December 31, 2025.

(1)

Consists of time-vested phantom units and earned performance-based phantom units that remain subject to time-vesting. See “2025 Annual Grants.”

(2)

Consists of time-based phantom units that vest as to one-third of the total award units on each of the first three anniversaries of the grant date.

(3)

Consists of time-based phantom units that vest as to one-third of the total award units on each of the first three anniversaries of the grant date and earned performance-based phantom units that vest as to one-half of the total earned phantom units on each of the second and third anniversaries of the grant date.

(4)

Consists of unearned performance-based phantom units shown at target. Based on TXO's performance during the 2025 calendar year, the Compensation Committee determined in January 2026 that 52,769 of these phantom units were earned by Mr. G. Simpson, 52,769 of these phantom units were earned by Mr. Clum and 21,109 of these phantom units were earned by Mr. Agosta. The earned phantom units will be eligible to vest as to one-half of the total earned phantom units on each of the second and third anniversaries of the grant date.

(5)

Consists of time-based phantom units that vest in a single installment on April, 1, 2026.

Equity Award Timing Policies and Practices

Wedo not grant equity awards in anticipation of the release of material nonpublic information and wedo not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. We do not currently grant unit options or option-like equity awards to our employees or directors. Accordingly, we do not currently have a formal practice or policy with respect to the grant of unit options or option-like awards. In the event we determine to grant unit options or option-like awards, the Board will evaluate the appropriate steps to take in relation to the foregoing.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

All phantom unit awards held by our NEOs are subject to accelerated vesting if within two years after a change of control, an NEO's employment is terminated by us without cause, or (except with respect to those phantom units awarded to Mr. G. Simpson prior to his appointment as our co-Chief Executive Officer) by the NEO for good reason. Except for the Severance Plan described above in Item 9B. Other Information, we do not currently have any other plans or arrangements, including employment agreements, with our NEOs that would result in payments to be made by us to an NEO upon the resignation, retirement or any other termination of an NEO’s employment or upon a change of control.

Director Compensation

Officers, employees or affiliates of our general partner who also serve as directors do not receive additional compensation for their service as a director of our general partner. For service in 2025, our Board approved for each non-employee director the grant of an equity-based award under the LTIP, which consisted of time-based phantom units that vest in a single installment on January 31, 2026. These grants totaled 3,900 phantom units to each non-employee director with an additional 1,600 phantom units, or a total of 5,500 phantom units, for each chair of a committee of the Board. Non-employee members of our Board did not earn or receive other compensation from us in 2025. For service in 2026, our Board approved for each non-employee director an annual retainer of

$80,000 payable quarterly in arrears and subject to proration for any partial year of service, and a grant of an equity-based award under the LTIP, which consists of 10,667 time-based phantom units that vest in a single installment on January 31, 2027.

2025 Director Compensation Table

(1)

Amounts in this column reflect the aggregate grant date fair value of phantom units computed in accordance with ASC Topic 718, based on the fair market value of a common unit as of the grant date and the number of common units subject to the award, rather than the amounts paid to or realized by the named individual. Each of Messrs. Kevil, King and Massaro held 3,900 unvested phantom units as for December 31, 2025 and each of Messrs. Settle and Adams held 5,500 unvested phantom units as of December 31, 2025.

Non-employee directors will also receive reimbursement for out-of-pocket expenses they incur in connection with attending meetings of the Board or its committees. Each director will be indemnified for his or her actions associated with being a director to the fullest extent permitted under Delaware law.