Black Stone Minerals, L.P.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
BSM$13.67-0.5%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
Our Consolidated Financial Statements are included under Part II, Item 8 of this Annual Report. For a listing of these statements and accompanying notes, please read “Index to Financial Statements” on page F-1 of this Annual Report.
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.
(a)(3) Exhibits
The following documents are filed as a part of this Annual Report or incorporated by reference:
| Exhibit Number | Description |
| 3.1 | Certificate of Limited Partnership of Black Stone Minerals, L.P. (incorporated herein by reference to Exhibit 3.1 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on March 19, 2015 (SEC File No. 333-202875)). |
| 3.2 | Certificate of Amendment to Certificate of Limited Partnership of Black Stone Minerals, L.P. (incorporated herein by reference to Exhibit 3.2 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on March 19, 2015 (SEC File No. 333-202875)). |
| 3.3 | First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, by and among Black Stone Minerals GP, L.L.C. and Black Stone Minerals Company, L.P., (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on May 6, 2015 (SEC File No. 001-37362)). |
| 3.4 | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of April 15, 2016 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on April 19, 2016 (SEC File No. 001-37362)). |
| 3.5 | Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of November 28, 2017 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No. 001-37362)). |
| 3.6 | Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of December 11, 2017 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on December 12, 2017 (SEC File No. 001-37362)). |
| 3.7 | Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of the Black Stone Minerals, L.P., dated as of April 22, 2020 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.'s Current Report on Form 8-K filed on April 24, 2020 (SEC File No. 001-37362)). |
| 4.1 | Description of Securities (incorporated herein by reference to Exhibit 4.1 of Black Stone Minerals, L.P.’s Annual Report on Form 10-K filed on February 25, 2020 (SEC File No. 001-37362)). |
| 4.2 | Registration Rights Agreement, dated as of November 28, 2017, by and between Black Stone Minerals, L.P. and Minerals Royalties One, L.L.C. (incorporated herein by reference to Exhibit 4.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No. 001-37362)). |
| 10.1^ | Black Stone Minerals, L.P. Long-Term Incentive Plan, dated May 6, 2015, by Black Stone Minerals GP, L.L.C. (incorporated herein by reference to Exhibit 10.1 Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on May 6, 2015 (SEC File No. 001-37362)). |
| 10.2^ | Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan, dated as of April 16, 2025, by Black Stone Minerals GP, L.L.C. (incorporated herein by reference to Exhibit 10.1 Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on June 18, 2025 (SEC File No. 001-37362)). |
| 10.3 | Fifth Amended and Restated Credit Agreement, among Black Stone Minerals Company, L.P., as Borrower, Black Stone Minerals, L.P., as Parent MLP, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, Bank of America, N.A. and PNC Capital Markets LLC, as Co-Syndication Agents, Zions Bancorporation, N.A., DBA Amegy Bank, as Documentation Agent, and the lenders signatory thereto, dated as of October 31, 2022 (incorporated herein by reference to Exhibit 10.1 of Black Stone Minerals, L.P.'s Quarterly Report on Form 10-Q filed on November 1, 2022 (SEC File No. 001-37362)). |
| 10.4^ | Form of Non-Employee Director Unit Grant Notice and Award Agreement under the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to Black Stone Minerals, L.P.’s Quarterly Report on Form 10-Q filed on November 4, 2025 (SEC File No. 001-37362)). |
| 10.5^ | Form of Severance Agreement for Thomas L. Carter, Jr. (incorporated herein by reference to Exhibit 10.12 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on April 13, 2015 (SEC File No. 333-202875)). |
| 10.6^ | Form of Severance Agreement for Senior Vice Presidents (incorporated herein by reference to Exhibit 10.11 to Black Stone Minerals, L.P.’s Annual Report on Form 10-K filed on February 20, 2024 (SEC File No. 001-37362)). |
| 10.7^ | 2023 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Performance Units) under the Black Stone Minerals, L.P. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.12 to Black Stone Minerals, L.P.’s Annual Report on Form 10-K filed on February 23, 2023 (SEC File No. 001-37362)). |
| 10.8^ | 2023 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Restricted Units) under the Black Stone Minerals, L.P. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.13 to Black Stone Minerals, L.P.’s Annual Report on Form 10-K filed on February 23, 2023 (SEC File No. 001-37362)). |
| 10.9^ | Form of STI Award Letter (Leadership) under the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan. (incorporated herein by reference to Exhibit 10.6 to Black Stone Minerals, L.P.’s Quarterly Report on Form 10-Q filed on November 4, 2025 (SEC File No. 001-37362)) |
| 10.10^ | 2024 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Restricted Units) under the Black Stone Minerals, L.P. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Black Stone Minerals, L.P.’s Quarterly Report on Form 10-Q filed on May 7, 2024 (SEC File No. 001-37362)). |
| 10.11^ | 2024 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Performance Units) under the Black Stone Minerals, L.P. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to Black Stone Minerals, L.P.'s Quarterly Report on Form 10-Q filed on May 7, 2024 (SEC File No. 001-37362)). |
| 10.12 ^ | 2025 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Restricted Units) under the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Black Stone Minerals, L.P.’s Quarterly Report on Form 10-Q filed on November 4, 2025 (SEC File No. 001-37362)). |
| 10.13^ | 2025 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Performance Units) under the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.4 to Black Stone Minerals, L.P.’s Quarterly Report on Form 10-Q filed on November 4, 2025 (SEC File No. 001-37362)). |
| 10.14^* | 2026 Form of LTI Award Grant Notice and LTI Award Agreement (Leadership Performance Units) under the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan. |
| 10.15^ | Separation Agreement and General Release of Claims, dated as of June 29, 2025, by and among Carrie Clark, Black Stone Natural Resources Management Company, and Black Stone Minerals GP, L.L.C. (incorporated herein by reference to Exhibit 10.1 Black Stone Minerals, L.P.'s Current Report on Form 8-K filed on June 30, 2025 (SEC File No. 001-37362)). |
| 10.16 | Series B Preferred Unit Purchase Agreement, dated as of November 22, 2017, by and between Black Stone Minerals L.P. and Mineral Royalties One, L.L.C. (incorporated herein by reference to Exhibit 10.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No. 001-37362)). |
| 10.17 | Unitholder Agreement, dated as of August 22, 2025, by and between Black Stone Minerals, L.P. and AP Basileia SPV, LLC. (incorporated herein by reference to Exhibit 10.1 of Black Stone Minerals, L.P. Current Report on Form 8-K filed on August 22, 2025 (SEC File No. 001-37362)). |
| 10.18 | First Amendment to Fifth Amended and Restated Credit Agreement, among Black Stone Minerals Company, L.P., as Borrower, Black Stone Minerals, L.P., as Parent MLP, Wells Fargo Bank, National Association, as Administrative Agent, dated as of October 31, 2025 (incorporated herein by reference to Exhibit 10.2 to Black Stone Minerals, L.P.'s Quarterly Report on Form 10-Q filed on November 4, 2025 (SEC File No. 001-37362)). |
| 19.1 | Black Stone Minerals, L.P. Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to Black Stone Minerals, L.P.’s Annual Report on Form 10-K filed on February 25, 2025 (SEC File No. 001-37362)). |
| 21.1* | List of Subsidiaries of Black Stone Minerals, L.P. |
| 23.1* | Consent of Deloitte & Touche LLP |
| 23.2* | Consent of Ernst & Young LLP |
| 23.3* | Consent of Netherland, Sewell & Associates, Inc. |
| 31.1* | Certification of Co-Chief Executive Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Co-Chief Executive Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.3* | Certification of Chief Financial Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Co-Chief Executive Officers and Chief Financial Officer of Black Stone Minerals, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Black Stone Minerals, L.P. Incentive-Based Compensation Recoupment Policy, adopted as of October 18, 2023 (incorporated herein by reference to Exhibit 97.1 to Black Stone Minerals, L.P.’s Annual Report on Form 10-K filed on February 20, 2024 (SEC File No. 001-37362)). |
| 99.1* | Report of Netherland, Sewell & Associates, Inc. |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | Inline XBRL Taxonomy Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. |
| * | Filed herewith. |
|---|---|
| ^ | Management contract or compensatory plan or arrangement. |
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, thereunto duly authorized.
| BLACK STONE MINERALS, L.P. | ||
| By: | Black Stone Minerals GP, L.L.C.,its general partner | |
| Date: February 24, 2026 | By: | /s/ Fowler T. Carter |
|---|---|---|
| Fowler T. Carter | ||
| Co-Chief Executive Officer and President | ||
| Date: February 24, 2026 | By: | /s/ H. Taylor DeWalch |
| H. Taylor DeWalch | ||
| Co-Chief Executive Officer and President | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Fowler T. Carter | Co-Chief Executive Officer and President | February 24, 2026 |
| Fowler T. Carter | (Principal Executive Officer) | |
| /s/ H. Taylor DeWalch | Co-Chief Executive Officer and President | February 24, 2026 |
| H. Taylor DeWalch | (Principal Executive Officer) | |
| /s/ Chris R. Bonner | Senior Vice President, Chief Financial Officer, and Treasurer | February 24, 2026 |
| Chris R. Bonner | (Principal Financial Officer) | |
| /s/ Erin L. Phillips | Controller | February 24, 2026 |
| Erin L. Phillips | (Principal Accounting Officer) | |
| /s/ Thomas L. Carter, Jr. | Executive Chairman | February 24, 2026 |
| Thomas L. Carter, Jr. | ||
| /s/ Carin M. Barth | Director | February 24, 2026 |
| Carin M. Barth | ||
| /s/ D. Mark DeWalch | Director | February 24, 2026 |
| D. Mark DeWalch | ||
| /s/ Anne L. Hamman | Director | February 24, 2026 |
| Anne L. Hamman | ||
| /s/ Jerry V. Kyle, Jr. | Director | February 24, 2026 |
| Jerry V. Kyle, Jr. | ||
| /s/ Michael C. Linn | Director | February 24, 2026 |
| Michael C. Linn | ||
| /s/ A.J. Longmaid | Director | February 24, 2026 |
| A.J. Longmaid | ||
| /s/ William E. Randall | Director | February 24, 2026 |
| William E. Randall | ||
| /s/ Alexander D. Stuart | Director | February 24, 2026 |
| Alexander D. Stuart | ||
| /s/ James W. Whitehead | Director | February 24, 2026 |
| James W. Whitehead | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
BLACK STONE MINERALS, L.P.
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-4 |
| Consolidated Balance Sheets | F-6 |
| Consolidated Statements of Operations | F-7 |
| Consolidated Statements of Equity | F-8 |
| Consolidated Statements of Cash Flows | F-9 |
| Notes to Consolidated Financial Statements | F-10 |
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