TXO Partners, L.P. 8-K

What Happened

• On March 10, 2026, Cross Timbers Energy, LLC (a JV in which TXO Partners, L.P. owns a 50% interest) executed purchase and sale agreements to sell oil and gas properties for approximately $200 million in aggregate consideration. One agreement — with CTOC Energy, LLC — is for about $123.5 million.
• The Purchase Agreement with CTOC was unanimously approved by the general partner’s board and the Conflicts Committee. CTOC is owned by certain family members of Bob R. Simpson, who is a director and the Chairman of TXO’s Board.
• The Cross Timbers Transactions, if completed, would represent substantially all of Cross Timbers’ assets. Closings are subject to customary conditions and are expected in the second quarter of 2026; they are not guaranteed.

Key Details

• Aggregate sale price for Cross Timbers properties: ≈ $200 million.
• CTOC purchase price: ≈ $123.5 million (part of the aggregate).
• TXO’s expected net proceeds: ≈ $100 million (subject to purchase price adjustments).
• Planned use of proceeds: fund at least part of a $70 million deferred payment due July 31, 2026, related to TXO’s 2025 asset purchase from White Rock Energy, LLC.

Why It Matters

• Liquidity: TXO expects to receive roughly $100 million in net cash proceeds, which management plans to use notably to satisfy a $70 million deferred payment, improving near-term cash obligations.
• Asset base: The transactions would divest substantially all of Cross Timbers’ assets, potentially reducing TXO’s exposure to those specific oil & gas properties carried through the JV.
• Related-party note: One buyer (CTOC) is owned by family members of TXO’s Chairman; the transaction was reviewed and approved by the Conflicts Committee and the general partner’s board, per the filing.
• Risk reminders: The deals remain subject to closing conditions and customary purchase price adjustments; representations in the Purchase Agreement are contractual and limited to the parties involved.