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TXO Partners, L.P.

For the period ended Mar 31, 2026. Filed May 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 4, 2026

TXO$13.13+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001559432-25-000108

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-04.

0001193125-26-204137

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 139 previous paragraphs and 119 current paragraphs.

77 unchanged; 31 reworded; 11 added; 25 removed; 6 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

In March 2026, we announced that Cross Timbers Energy executed three purchase and sale agreements with multiple private buyers to sell oil and gas properties for gross aggregate consideration of approximately $200 million, including a purchase and sale agreement with CTOC for approximately $123.5 million in gross aggregate consideration.

Current report

Also, in March 2026, we received approximately $6.2 million of deposits, net to TXO Partners, related to the Cross Timbers Transactions.

Current report

On April 1, 2026, the first Cross Timbers Transaction closed resulting in net proceeds of approximately $8.2 million, subject to customary purchase price adjustments. The preliminary allocation of the proceeds included $8.3 million to proved properties and $0.1 million to other current liabilities.

Current report

On April 30, 2026, the second Cross Timbers Transaction closed resulting in net proceeds of approximately $30.8 million, subject to customary purchase price adjustments, of which all was allocated to proved properties.

Current report

Subject to customary closing conditions, the third Cross Timbers Transaction is expected to close by the end of the second quarter of 2026. There can be no assurance that all conditions to closing the third Cross Timbers Transaction will be satisfied.

Current report

We expect to receive approximately $100.0 million in net proceeds from the Cross Timbers Transactions, subject to customary purchase price adjustments. We intend to use a portion of the net proceeds to pay the $70.0 million deferred payment for our 2025 purchase of assets from White Rock Energy, LLC, due on July 31, 2026.

Current report

Natural gas prices include both realized gains and unrealized gains and losses from derivatives. Unrealized gains were $8.5 million for the three months ended March 31, 2026 and unrealized losses were $10.6 million for the three months ended March 31, 2025. Realized losses were $7.3 million for the three months ended March 31, 2026 and $2.0 million for the three months ended March 31, 2025.

Current report

Production expenses increased $5.5 million, or 13%, from $42.3 million for the three months ended March 31, 2025 to $47.7 million for the three months ended March 31, 2026. This increase is primarily due to increased costs of $3.3 million related to the Williston Acquisition and increased maintenance and electricity costs on our historical properties.

Current report

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Removed paragraphs (25)

Previous report

(3)Natural gas prices include both realized gains and unrealized gains and losses from derivatives. Unrealized gains were $6.9 million for the three months ended September 30, 2025 and unrealized losses were $6.2 million for the three months ended September 30, 2024. Realized gains were $3.1 million for the three months ended September 30, 2025 and $5 thousand for the three months ended September 30, 2024.

Previous report

Production expenses increased $8.4 million, or 21%, from $39.4 million for the three months ended September 30, 2024 to $47.9 million for the three months ended September 30, 2025. Of this increase, $8.0 million is attributable to production from the Williston Basin acquisitions.

Previous report

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Previous report

(1)Oil and condensate prices include both realized gains and losses and unrealized gains from derivatives. Unrealized gains were $6.7 million for the nine months ended September 30, 2025 and $8.9 million for the nine months ended September 30, 2024. Realized gains were $2.0 million for the nine months ended September 30, 2025 and realized losses were $5.6 million for the nine months ended September 30, 2024.

Previous report

(2)Natural gas liquids prices include both realized gains and unrealized losses from derivatives. Unrealized gains were $14 thousand for the nine months ended September 30, 2025 and unrealized losses were $0.5 million for the nine months ended September 30, 2024. There were no realized gains for the nine months ended September 30, 2025 and $0.5 million for the nine months ended September 30, 2024.

Previous report

(3)Natural gas prices include both realized gains and unrealized losses from derivatives. Unrealized gains were $0.4 million for the nine months ended September 30, 2025 and unrealized losses were $11.9 million for the nine months ended September 30, 2024. Realized gains were $6.6 million for the nine months ended September 30, 2025 and $7.4 million for the nine months ended September 30, 2024.

Previous report

Revenues increased $81.6 million, or 42%, from $193.5 million for the nine months ended September 30, 2024 to $275.1 million for the nine months ended September 30, 2025. The increase was primarily attributable to a 1,210 MBoe increase in production which resulted in a $71.3 million increase in revenue primarily as a result of the acquisition of producing assets in the Williston Basin being offset by natural declines in San Juan Basin and Permian Basin. Additionally, a 33% increase in the average selling price of natural gas, excluding the effects of derivatives, resulted in an increase in revenue of $13.2 million. Finally, we recognized net gains on our hedging activity of $16.9 million, of which $10.6 million were unrealized gains and $6.3 million were realized gains. These increases were partially offset by a decrease in the average selling price, excluding the effects of derivatives, on oil of 15% and NGLs of 1%, which resulted in a decrease in revenue of $19.8 million on oil and $0.1 million on NGLs.

Previous report

Production expenses increased $24.5 million, or 22%, from $109.0 million for the nine months ended September 30, 2024 to $133.5 million for the nine months ended September 30, 2025. Of this increase, $23.5 million is attributable to production from the Williston Basin acquisitions.

Previous report

On a per unit basis, production expenses increased from $17.83 per Boe sold for the nine months ended September 30, 2024 to $18.23 per Boe sold for the nine months ended September 30, 2025. The increase is primarily related to the increased costs per Boe from our historical properties as decreased production and increased maintenance, energy, labor and chemical costs in these properties resulted in higher costs per Boe.

Previous report

Taxes, transportation, and other increased $6.5 million, or 15%, from $43.2 million for the nine months ended September 30, 2024 to $49.8 million for the nine months ended September 30, 2025. The increase is primarily attributable to the increase in production and natural gas prices partially offset by decreased oil and NGL prices.

Previous report

Depreciation, depletion, and amortization increased $32.4 million, or 94%, from $34.4 million for the nine months ended September 30, 2024 to $66.8 million for the nine months ended September 30, 2025. The increase is attributable to the DD&A from increased production associated with the Williston Basin acquisitions of $28.6 million which has a higher rate than the historical properties, and a higher rate on our historical properties partially offset by decreased production.

Previous report

On a per unit basis, depreciation, depletion, and amortization increased from $5.63 per Boe sold for the nine months ended September 30, 2024 to $9.12 per Boe sold for the nine months ended September 30, 2025. The increase is primarily related to the production associated with the Williston Basin acquisitions, which has a higher rate than the historical properties.

Previous report

General and administrative (“G&A”) expenses increased $6.2 million, or 59%, from $10.5 million for the nine months ended September 30, 2024 to $16.7 million for the nine months ended September 30, 2025. The increase is primarily attributable to higher personnel costs of $4.3 million due primarily to amortization of unit awards and increased public company costs and acquisition expenses.

Previous report

Interest expense increased $6.8 million, or 175%, from $3.9 million for the nine months ended September 30, 2024 to $10.7 million for the nine months ended September 30, 2025. The increase is primarily attributable to the increased borrowings and amortization of capitalized loan costs partially offset by a lower average interest rate.

Previous report

On May 15, 2025, we completed the Offering, which resulted in proceeds of approximately $165.6 million net of underwriting discounts, commissions and other costs. On May 19, 2025, we completed the sale of an additional 1,750,000 common units at a price of $15.00 per common unit pursuant to the underwriter’s exercise in full of its option to purchase additional common units in the Offering, resulting in additional proceeds of approximately $23.9 million net of underwriting discounts, commissions and other costs. We used the net proceeds from the Offering to fund a portion of the cash consideration for the WRE Acquisition. Prior to the closing of the WRE Acquisition, we used a portion of these proceeds to repay outstanding borrowings under the Credit Facility and to fund the deposit on the WRE Acquisition.

Previous report

All of the funds, or$233.8 million, to close the WRE Acquisition were borrowings under our Credit Facility, which increased our net-debt-to-EBITDAX ratio to between 1.0 times and 1.5 times.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Reworded paragraphs (31)

Previous wording

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto presented in Item 1 of this Quarterly Report. Additionally, the following discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto presented in Item 1 of this Quarterly Report on Form 10-Q (this "Quarterly Report"). Additionally, the following discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

Unless otherwise stated or the context indicates otherwise, references in this Quarterly Report to “our general partner” refers to TXO Partners GP, LLC, a Delaware limited liability company, and the terms “partnership,” the “Company,” “we,” “our,” “us” or similar terms refer to TXO Partners, L.P., a Delaware limited partnership (“TXO Partners”) and its subsidiaries. Unless otherwise indicated, throughout this discussion the term “MBoe” refers to thousands of barrels of oil equivalent quantities produced for the indicated period, with natural gas and NGL quantities converted to Bbl on an energy equivalent ratio of six Mcf to one barrel of oil.

Current wording

Unless otherwise stated or the context indicates otherwise, references in this Quarterly Report to “our general partner” refers to TXO Partners GP, LLC, a Delaware limited liability company, and the terms “partnership,” the “Company,” “we,” “our,” “us” or similar terms refer to TXO Partners, L.P., a Delaware limited partnership (the "Partnership" or“TXO Partners”) and its subsidiaries. Unless otherwise indicated, throughout this discussion the term “MBoe” refers to thousands of barrels of oil equivalent quantities produced for the indicated period, with natural gas and NGL quantities converted to Bbl on an energy equivalent ratio of six Mcf to one barrel of oil.

Previous wording

•political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, the Israel-Hamas war, attacks in the Red Sea and other continued hostilities in the Middle East and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

Current wording

political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, the recent military conflict involving Iran, attacks in the Red Sea and other continued hostilities in the Middle East and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

Previous wording

The oil and natural gas industry is cyclical and commodity prices are highly volatile. For example, during the period from January 1, 2024 through September 30, 2025, NYMEX prices for crude oil and natural gas reached a high of $86.91 per Bbl and $4.49 per MMBtu, respectively, and a low of $57.13 per Bbl and $1.58 per MMBtu, respectively. Oil prices increased in the first half of 2024 due to hostilities in the Middle East and higher global consumption. However, increased supply led to lower prices in the second half of 2024 and into 2025. These declines accelerated in April due to the tariff announcement, the increased expectation for a global recession and additional supply. WTI crude oil prices have been volatile reaching a high of $86.91 per Bbl in April 2024 before declining to $57.52 per Bbl as of October 20, 2025. Natural gas prices reached a high of $4.49 per MMbtu in March 2025 before declining to $3.40 per MMbtu as of October 20, 2025.

Current wording

The oil and natural gas industry is cyclical and commodity prices are highly volatile. For example, during the period from January 1, 2025 through March 31, 2026, NYMEX prices for crude oil and natural gas reached a high of $102.88 per Bbl and $7.46 per MMBtu, respectively, and a low of $55.27 per Bbl and $2.70 per MMBtu, respectively. Oil prices increased in the first quarter of 2026 due to hostilities in the Middle East which led to unexpected production cuts and supply constraints. These increases began to moderate in April 2026 due to the cease fire announcement, however, oil prices remain volatile.

Previous wording

Concerns over global economic conditions, energy costs, supply chain disruptions, increased demand, labor shortages associated with a fully employed U.S. labor force, geopolitical issues, inflation, tariffs, the availability and cost of credit and the United States financial markets and other factors have contributed to increased economic uncertainty and diminished expectations for the global economy. Rising inflation has been pervasive for the last several years, increasing the cost of salaries, wages, supplies, material, freight, and energy. While we have seen inflation moderate, inflation continues to run higher than the Federal Reserve target, resulting in higher costs. We continue to undertake actions and implement plans to address these pressures and protect the requisite access to commodities and services, however, these mitigation efforts may not succeed or be insufficient. Nevertheless, we expect for the foreseeable future to experience inflationary pressure on our cost structure. Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and wage increases have increased our operating costs. We do not expect these cost increases to reverse in the short term. Typically, as prices for oil and natural gas increase, so do associated costs. Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion to prices. We cannot predict the future inflation rate but to the extent these higher costs do not begin to reverse or start to increase again, we may experience a higher cost environment going forward. If we are unable to recover higher costs through higher commodity prices, our current revenue stream, estimates of future reserves, borrowing base calculations, impairment assessments of oil and natural gas properties, and values of properties in purchase and sale transactions would all be significantly impacted.

Current wording

Concerns over global economic conditions, energy costs, supply chain disruptions, increased demand, labor shortages associated with a fully employed U.S. labor force, war, geopolitical issues, inflation, tariffs, the availability and cost of credit and the United States financial markets and other factors have contributed to increased economic uncertainty and diminished expectations for the global economy. Rising inflation has been pervasive for the last several years, increasing the cost of salaries, wages, supplies, material, freight, and energy. While we have seen inflation moderate, inflation continues to run higher than the Federal Reserve target, resulting in higher costs. We continue to undertake actions and implement plans to address these pressures and protect the requisite access to commodities and services, however, these mitigation efforts may not succeed or be insufficient. Nevertheless, we expect for the foreseeable future to experience inflationary pressure on our cost structure. Principally, commodity costs for steel and chemicals required for drilling, higher transportation and fuel costs and wage increases have increased our operating costs. We do not expect these cost increases to reverse in the short term. Typically, as prices for oil and natural gas increase, so do associated costs. Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion to prices. We cannot predict the future inflation rate but to the extent these higher costs do not begin to reverse or start to increase again, we may experience a higher cost environment going forward. If we are unable to recover higher costs through higher commodity prices, our current revenue stream, estimates of future reserves, borrowing base calculations, impairment assessments of oil and natural gas properties, and values of properties in purchase and sale transactions would all be significantly impacted.

Previous wording

(1)Oil and condensate prices include both realized gains and losses and unrealized gains from derivatives. Unrealized gains were $0.3 million for the three months ended September 30, 2025 and $5.7 million for the three months ended September 30, 2024. Realized losses were $0.1 million for the three months ended September 30, 2025 and there were no realized losses for the three months ended September 30, 2024.

Current wording

Oil and condensate prices include both realized and unrealized gains and losses from derivatives. Unrealized losses were $84.2 million for the three months ended March 31, 2026 and unrealized gains were $3.1 million for the three months ended March 31, 2025. Realized losses were $8.4 million for the three months ended March 31, 2026 and realized gains were $0.1 million for the three months ended March 31, 2025.

Previous wording

(2)Natural gas liquids prices include both realized gains and unrealized gains and losses from derivatives. Unrealized gains were $15 thousand for the three months ended September 30, 2025 and there were no unrealized gains for the three months ended September 30, 2024. There were no realized gains for the three months ended September 30, 2025 and less than $1 thousand for the three months ended September 30, 2024.

Current wording

Natural gas liquids prices include unrealized gains and losses from derivatives. Unrealized gains were $23.0 thousand for the three months ended March 31, 2026 and unrealized losses were $13.0 thousand for the three months ended March 31, 2025. There were no realized gains or losses for either the three months ended March 31, 2026 or the three months ended March 31, 2025.

Previous wording

Revenues increased $32.1 million, or 47%, from $68.7 million for the three months ended September 30, 2024 to $100.9 million for the three months ended September 30, 2025. Revenue increased $25.0 million due to an increase in production of 521 MBoe primarily as a result of the acquisition of producing assets in the Williston Basin being offset by natural declines in San Juan Basin and Permian Basin. Additionally, a 34% increase in the average selling price of natural gas, excluding the effects of derivatives, resulted in anincrease in revenue of $4.0 million. Finally, we recognized net gains on our hedging activity of $10.9 million, of which $7.8 million were unrealized gains and $3.1 million were realized gains. These increases were partially offset by a decrease in the average selling price on oil, excluding the effects of derivatives, on oil of 13% which resulted in a decrease in revenue of $6.5 million and on NGLs of 17% which resulted in a decrease in revenue of $1.2 million.

Current wording

Revenues decreased $56.0 million, or 66%, from $84.3 million for the three months ended March 31, 2025 to $28.3 million for the three months ended March 31, 2026. The decrease was primarily attributable to net losses on our hedging activity of $91.3 million for the three months ended March 31, 2026, compared to net hedging losses of $9.5 million for the three months ended March 31, 2025, resulting in a year-over-year increase in hedging losses of $81.8 million, of which $68.0 million were unrealized losses and $13.7 million were realized losses. Additionally, a 15% decrease in the average selling price of natural gas, excluding the effects of derivatives, resulted in a decrease in revenue of $3.6 million and a 25% decrease in the average selling price of NGLs, excluding the effects of derivatives, resulted in a decrease in revenue of $2.1 million. These decreases were partially offset by increases in production of 577 MBoe which resulted in increased revenue of $31.5 million primarily as a result of the acquisition of producing assets in the Williston Basin (the "Williston Acquisition") being offset by natural declines in the historical properties.

Previous wording

On a per unit basis, production expenses decreased from $18.73 per Boe sold for the three months ended September 30, 2024 to $18.23 per Boe sold for the three months ended September 30, 2025. The decrease is primarily related to an increase in production of 521 MBoe partially offset by increased costs attributable to production from the Williston Basin acquisitions.

Current wording

On a per unit basis, production expenses decreased from $18.15 per Boe sold for the three months ended March 31, 2025 to $16.43 per Boe sold for the three months ended March 31, 2026. The decrease is primarily related to an increase in production of 577 MBoe partially offset by increased costs attributable to production from the Williston Acquisition.

Previous wording

Taxes, transportation, and other increased $2.2 million, or 15%, from $14.5 million for the three months ended September 30, 2024 to $16.6 million for the three months ended September 30, 2025. The increase is primarily attributable to the increase in production and higher natural gas prices partially offset by decreased oil and NGL prices.

Current wording

Taxes, transportation, and other increased $1.9 million, or 11%, from $17.9 million for the three months ended March 31, 2025 to $19.8 million for the three months ended March 31, 2026. The increase is primarily attributable to the increase in production partially offset by decreased oil, gas and NGL prices excluding the effects of derivatives.

Previous wording

On a per unit basis, taxes, transportation, and other decreased from $6.87 per Boe sold for the three months ended September 30, 2024 to $6.34 per Boe sold for the three months ended September 30, 2025. The decrease is primarily related to increased production partially offset by increased costs.

Current wording

On a per unit basis, taxes, transportation, and other decreased from $7.68 per Boe sold for the three months ended March 31, 2025 to $6.80 per Boe sold for the three months ended March 31, 2026. The decrease is primarily related to increased production partially offset by increased costs.

Previous wording

Depreciation, depletion, and amortization (“DD&A”) increased $10.1 million, or 75%, from $13.6 million for the three months ended September 30, 2024 to $23.7 million for the three months ended September 30, 2025. The increase is primarily attributable to the DD&A from increased production associated with the Williston Basin acquisitions of$8.9 million which has a higher rate than the historical properties, and a higher rate on our historical properties partially offset by decreased production.

Current wording

Depreciation, depletion, and amortization (“DD&A”) increased $7.4 million, or 35%, from $21.4 million for the three months ended March 31, 2025 to $28.8 million for the three months ended March 31, 2026. The increase is primarily attributable to the DD&A from increased production associated with the Williston Acquisition which has a higher rate than the historical properties partially offset by decreased production on our historical properties.

Previous wording

On a per unit basis, depreciation, depletion, and amortization increased from $6.45 per Boe sold for the three months ended September 30, 2024 to $9.02 per Boe sold for the three months ended September 30, 2025. The increase is primarily related to the production associated with the Williston Basin acquisitions, which has a higher rate than the historical properties.

Current wording

On a per unit basis, depreciation, depletion, and amortization increased from $9.20 per Boe sold for the three months ended March 31, 2025 to $9.92 per Boe sold for the three months ended March 31, 2026. The increase is primarily related to the production associated with the Williston Acquisition, which has a higher rate than the historical properties.

Previous wording

General and administrative (“G&A”) expenses increased $1.6 million, or 48%, from $3.3 million for the three months ended September 30, 2024 to $4.8 million for the three months ended September 30, 2025. The increase is primarily attributable to higher personnel costs of $1.1 million primarily due to amortization of unit awards and additional public company costs.

Current wording

General and administrative (“G&A”) expenses increased $2.4 million, or 97%, from $2.4 million for the three months ended March 31, 2025 to $4.8 million for the three months ended March 31, 2026. The increase is primarily attributable to higher personnel costs of $1.7 million, principally due to amortization of unit-based compensation.

Previous wording

On a per unit basis, G&A expense increased from $1.56 per Boe sold for the three months ended September 30, 2024 to $1.84 per Boe sold for the three months ended September 30, 2025. The increase is primarily related to increased costs partially offset by increased production.

Current wording

On a per unit basis, G&A expense increased from $1.05 per Boe sold for the three months ended March 31, 2025 to $1.66 per Boe sold for the three months ended March 31, 2026. The increase is primarily related to increased costs partially offset by increased production.

Previous wording

Other income decreased $8.2 million, or 29%, from $28.6 million for the nine months ended September 30, 2024 to $20.4 million for the nine months ended September 30, 2025. The decrease is primarily attributable to the absence of $4.0 million in bonus payments on term assignment of leases and lower CO 2 and plant income of $4.1 million. The CO 2 and plant income is ancillary to the operations of the gas processing plant in the Permian Basin in New Mexico and CO 2 assets in Colorado.

Current wording

Other income decreased $0.7 million, or 7%, from $9.5 million for the three months ended March 31, 2025 to $8.9 million for the three months ended March 31, 2026. The decrease is primarily attributable to lower CO 2 and plant income of $1.7 million and the absence of bonus payments from term leases of $1.2 million partially offset by increased marketing income of $1.5 million. The CO 2 and plant income is ancillary to the operations of the gas processing plant in the Permian Basin in New Mexico and CO 2 assets in Colorado.

Previous wording

Interest expense increased $2.6 million, or 142%, from $1.9 million for the three months ended September 30, 2024 to $4.5 million for the three months ended September 30, 2025. The increase is primarily attributable to increased borrowings and amortization of capitalized debt costs partially offset by a lower average interest rate.

Current wording

Interest expense increased $2.1 million, or 59%, from $3.6 million for the three months ended March 31, 2025 to $5.7 million for the three months ended March 31, 2026. The increase is primarily attributable to increased borrowings partially offset by a lower average interest rate.

Previous wording

Our primary sources of liquidity and capital will be cash flows generated by operating activities and borrowings under our Credit Facility. Outstanding borrowings under our Credit Facility were $264.0 million at September 30, 2025 and$150.0 million at December 31, 2024, and the remaining availability under our Credit Facility was $146.0 million at September 30, 2025 and $125.0 million at December 31, 2024. Additionally, we had negative net working capital (including cash and excluding the effects of derivative instruments) of $86.3 million at September 30, 2025 andnegative net working capital of $2.5 million at December 31, 2024.

Current wording

Our primary sources of liquidity and capital will be cash flows generated by operating activities and borrowings under our Credit Facility. Outstanding borrowings under our Credit Facility were $270.0 million at March 31, 2026 and $284.0 million at December 31, 2025, and the remaining availability under our Credit Facility was $140.0 million at March 31, 2026 and $126.0 million at December 31, 2025. Additionally, we had negative net working capital (including cash and excluding the effects of derivative instruments) of $70.0 million at March 31, 2026 and negative net working capital of $71.8 million at December 31, 2025. The negative working capital of $70.0 million at March 31, 2026 and $71.8 million at December 31, 2025 is primarily related to the $70.0 million deferred payment on the Williston Acquisition that is due July 31, 2026.

Previous wording

Our partnership agreement requires that we distribute all of our available cash (as defined in the partnership agreement) to our unitholders. Our quarterly cash distributions may vary from quarter to quarter as a direct result of variations in the performance of our business, including those caused by fluctuations in the prices of oil and natural gas. Such variations may be significant and quarterly distributions paid to our unitholders may be zero. Our third quarter distribution of $0.35 per unit with respect to cash available for distribution for the three months ended September 30, 2025, was declared on November 4, 2025 and will be paid on November 21, 2025 to unitholders of record on November 14, 2025.

Current wording

Our partnership agreement requires that we distribute all of our available cash (as defined in the partnership agreement) to our unitholders. Our quarterly cash distributions may vary from quarter to quarter as a direct result of variations in the performance of our business, including those caused by fluctuations in the prices of oil and natural gas. Such variations may be significant and quarterly distributions paid to our unitholders may be zero. Our first quarter distribution of $0.36 per unit with respect to cash available for distribution for the three months ended March 31, 2026, was declared on May 4, 2026 and will be paid on May 22, 2026 to unitholders of record on May 15, 2026.

Previous wording

Our acquisition and development expenditures consist of acquisitions of proved, unproved and other property and development expenditures. Our capital expenditures including acquisitions were $305.4 million for the nine months ended September 30, 2025 and $273.0 million for the nine months ended September 30, 2024.

Current wording

Our acquisition and development expenditures consist of acquisitions of proved, unproved and other property and development expenditures. Our capital expenditures including acquisitions and net of sales were $4.4 million for the three months ended March 31, 2026 and $6.8 million for the three months ended March 31, 2025 Included in the three months ended March 31, 2026, is $6.2 million related to TXO Partners' share of deposits related to the Cross Timbers Transactions.

Previous wording

We incurred costs of approximately $46.1 million for drilling, completion and recompletion activities and facilities costs in the nine months ended September 30, 2025 and we have budgeted approximately $65.0 million for such costs in 2025.

Current wording

We incurred costs of approximately $8.7 million for drilling, completion and recompletion activities and facilities costs in the three months ended March 31, 2026 and we have budgeted approximately $70.0 million for such costs in 2026.

Previous wording

Based on current commodity prices and our drilling success rate to date, we expect to be able to fund our distributions, meet our debt obligations and fund our 2025 capital development programs from cash flow from operations, the Offering and borrowings under our Credit Facility.

Current wording

Based on current commodity prices and our drilling success rate to date, we expect to be able to fund our distributions, meet our debt obligations and fund our 2026 capital development programs from cash flow from operations and borrowings under our Credit Facility.

Previous wording

Net cash provided by operating activities increased $16.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to improved operating results, excluding the effects of derivatives, primarily due to increased revenues partially offset by increased costs.

Current wording

Net cash provided by operating activities increased $2.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to increased production and improved operating results, excluding the effects of derivatives partially offset by higher expenses and lower oil, gas and NGL prices.

Previous wording

Net cash used by investing activities increased $32.4 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to increased development costs of $25.2 million and an increase in proved property acquisitions of $8.1 million partially offset by a decrease in other asset additions of $0.7 million.

Current wording

Net cash used by investing activities decreased $2.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to proceeds from sale of property and equipment of $6.3 million partially offset by an increase in proved property acquisitions of $2.5 million and development costs of $1.1 million.

Previous wording

Net cash provided by financing activities increased $14.1 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to an increase in net proceeds from public offering of $48.3 million partially offset by increased net repayments under our Credit Facility of $13.0 million and increased distributions to unitholders of $20.6 million.

Current wording

Net cash used by financing activities increased $10.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increased net repayments under our Credit Facility of $19.0 million partially offset by decreased distributions to unitholders of $8.7 million.

Previous wording

At our election, interest on borrowings under the credit facility is determined by reference to either the secured overnight financing rate (“SOFR”) plus an applicable margin between 3.00% and 4.00% per annum (depending on the then-current level of borrowings under the Credit Facility) or the alternate base rate (“ABR”) plus an applicable margin between 2.00% and 3.00% per annum (depending on the then-current level of borrowings under the Credit Facility). The weighted average interest rate on Credit Facility borrowings was 8.0% in the nine months ended September 30, 2025.

Current wording

At our election, interest on borrowings under the credit facility is determined by reference to either the secured overnight financing rate (“SOFR”) plus an applicable margin between 3.00% and 4.00% per annum (depending on the then-current level of borrowings under the Credit Facility) or the alternate base rate (“ABR”) plus an applicable margin between 2.00% and 3.00% per annum (depending on the then-current level of borrowings under the Credit Facility). The weighted average interest rate on Credit Facility borrowings was 7.4% in the three months ended March 31, 2026.

Previous wording

We are required to maintain (i) a current ratio (the ratio of current assets to current liabilities) greater than 1.0 to 1.0, which for purposes of this definition includes availability under the Credit Facility but excludes the fair value of derivative instruments, and (ii) a ratio of total net debt-to-EBITDAX of not greater than 3.0 to 1.0. For purposes of the total net debt-to-EBITDAX ratio, total net debt is total debt for borrowed money (including capital leases and purchase money debt) minus unrestricted cash and cash equivalents on hand at such time (not exceeding$15.0 million in the aggregate), minus the unpaid balance of the FAM Loan. EBITDAX means the sum of (i) net income plus interest expense; income taxes paid; depreciation, depletion and amortization; exploration expenses, including workover expenses; non-cash charges including unrealized losses on derivative instruments; and, any extraordinary or non-recurring charges, minus (ii) any extraordinary or non-recurring income and any non-cash income including unrealized gains on derivative instruments. Under the terms

Current wording

We are required to maintain (i) a current ratio (the ratio of current assets to current liabilities) greater than 1.0 to 1.0, which for purposes of this definition includes availability under the Credit Facility but excludes the fair value of derivative instruments, and (ii) a ratio of total net debt-to-EBITDAX of not greater than 3.0 to 1.0. For purposes of the total net debt-to-EBITDAX ratio, total net debt is total debt for borrowed money (including capital leases and purchase money debt) minus unrestricted cash and cash equivalents on hand at such time (not exceeding $15.0 million in the aggregate), minus the unpaid balance of the FAM Loan. EBITDAX means the sum of (i) net income plus interest expense; income taxes paid; depreciation, depletion and amortization; exploration expenses, including workover expenses; non-cash charges including unrealized losses on derivative instruments; and, any extraordinary or non-recurring charges, minus (ii) any extraordinary or non-recurring income and any non-cash income including unrealized gains on derivative instruments. Under the terms of the Credit Facility, we were in compliance with all of our debt covenants as of March 31, 2026. Additionally, we believe we have adequate liquidity to continue as a going concern for at least the next twelve months from the date of this report.

Previous wording

We had $264 million debt outstanding and $146 million available under our Credit Facility as of September 30, 2025.

Current wording

We had $270.0 million debt outstanding and $140.0 million available under our Credit Facility as of March 31, 2026.

Previous wording

We have entered into derivative instruments to hedge our exposure to commodity price fluctuations. If market prices are higher than the contract prices when the cash settlement amount is calculated, we are required to pay the contract counterparties. As of September 30, 2025, the current liability related to such contracts was $8.5 million and the long-term liability related to such contracts was $2.1 million. Such payments will generally be funded by higher prices received from the sale of oil, NGLs and natural gas. For further information on derivative contracts, see Note 10 in the financial statements included elsewhere in this Quarterly Report.

Current wording

We have entered into derivative instruments to hedge our exposure to commodity price fluctuations. If market prices are higher than the contract prices when the cash settlement amount is calculated, we are required to pay the contract counterparties. As of March 31, 2026, the current liability related to such contracts was $56.0 million and the long-term liability related to such contracts was $8.5 million. Such payments will generally be funded by higher prices received from the sale of oil, NGLs and natural gas. For further information on derivative contracts, see Note 10 in the financial statements included elsewhere in this Quarterly Report.

Previous wording

At September 30, 2025, we had asset retirement obligations of $208.9 million inclusive of a current portion of $3.5 million. For further information on asset retirement obligations, see Note 7 in the financial statements included elsewhere in this Quarterly Report.

Current wording

At March 31, 2026, we had asset retirement obligations of $225.0 million inclusive of a current portion of $3.5 million. For further information on asset retirement obligations, see Note 7 in the financial statements included elsewhere in this Quarterly Report.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

Other income decreased $1.3 million, or 21%, from $6.3 million for the three months ended September 30, 2024 to $5.0 million for the three months ended September 30, 2025. The decrease is primarily attributable to lower CO 2 and plant income of $1.4 million as a result of third-party pipeline disruptions. The CO 2 and plant income is ancillary to the operations of the gas processing plant in the Permian Basin in New Mexico and CO 2 assets in Colorado.

Previous report — wording carried elsewhere

The following table provides a summary of our sales volumes, average prices (both including and excluding the effects of derivatives) and operating expenses on a per Boe basis for the periods indicated:

Previous report — wording carried elsewhere

On a per unit basis, taxes, transportation, and other decreased from $7.07 per Boe sold for the nine months ended September 30, 2024 to $6.80 per Boe sold for the nine months ended September 30, 2025. The decrease is primarily attributable to increased production partially offset by increased costs.

Previous report — wording carried elsewhere

On a per unit basis, G&A expense increased from $1.72 per Boe sold for the nine months ended September 30, 2024 to $2.28 per Boe sold for the nine months ended September 30, 2025. The increase is primarily related to increased costs partially offset by increased production.

Previous report — wording carried elsewhere

of the Credit Facility, we were in compliance with all of our debt covenants as of September 30, 2025. Additionally, we

Previous report — wording carried elsewhere

believe we have adequate liquidity to continue as a going concern for at least the next twelve months from the date of this