TXO Partners LP
For the period ended Dec 31, 2024. Filed Mar 4, 2025.
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FY2024 · Filed Mar 4, 2025
TXO$13.73+4.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| ExhibitNumber | Description |
| 3.1 | Amended and Restated Certificate of Limited Partnership of TXO Partners, L.P. (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
| 3.2 | Amended and Restated Certificate of Formation of TXO Partners, GP, LLC (incorporated by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
| 3.3 | Seventh Amended and Restated Agreement of Limited Partnership of TXO Partners, L.P. (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on January 31, 2023) |
| 3.4 | Amendment No. 1 to the Seventh Amended and Restated Agreement of Limited Partnership of TXO Partners, L.P. (incorporated by reference to Exhibit 3.3 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
| 3.5 | Amended and Restated Limited Liability Company Agreement of TXO Partners GP, LLC (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K filed on March 31, 2023) |
| 3.6 | Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of TXO Partners GP, LLC (incorporated by reference to Exhibit 3.4 to Quarterly Report on Form 10-Q filed on May 9, 2023) |
| 4.1 | Description of Common Units (incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K filed on March 31, 2023) |
| 10.1# | Credit Agreement, among MorningStar Partners, L.P., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, dated November 1, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed on January 18, 2023) |
| 10.2# | Amendment No. 1 to the Credit Agreement and Borrowing Base Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed on January 18, 2023) |
| 10.3# | Amendment No. 2 to the Credit Agreement (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 8, 2023) |
| 10.4 | Amendment No. 3 to the Credit Agreement (incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K filed on March 5, 2024) |
| 10.5^ | Amendment No. 4 to the Credit Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 30, 2024) |
| 10.6 | TXO Partners GP, LLC 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on January 31, 2023) |
| 10.7 | Form of 2023 Long-Term Incentive Plan Phantom Unit Agreement (Directors) (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on January 31, 2023) |
| 10.8 | Form of 2023 Long-Term Incentive Plan Phantom Unit Agreement (Executives) (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on January 31, 2023) |
| 10.9#^ | Limited Liability Company Agreement of Cross Timbers Energy, LLC, dated as of June 13, 2013, by and among XTO Energy Inc., XH LLC, HHE Energy Company and TXO Partners, L.P. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on January 18, 2023) |
| 10.10 | Contribution and Exchange Agreement, dated January 31, 2023, by and among TXO Partners, L.P., MorningStar Oil & Gas, LLC, MorningStar Partners II, L.P. and the Limited Partners party thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 31, 2023) |
| 10.11 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on January 31, 2023) |
| 10.12 | Registration Rights Agreement, dated as of August 30, 2024, among TXO Partners, L.P., EMEP Acquisitions, LLC, and VR4-ELM, LP (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on August 30, 2024) |
| 19.1* | Insider Trading Policies and Procedures |
| 21.1* | List of Subsidiaries of TXO Partners, L.P. |
| 23.1* | Consent of Cawley, Gillespie & Associates |
| 23.2* | Consent of KPMG LLP |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a) |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
| 97.0 | TXO Partners, L.P. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.0 to Annual Report on Form 10-K filed on March 5, 2024) |
| 99.1* | Report of Cawley, Gillespie & Associates of reserves as of December 31, 2024 |
- Filed herewith.
** Furnished herewith.
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
^ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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