BSM on NYSE

Black Stone Minerals

Logo: https://blackstoneminerals.com/assets/images/brand/bsmc_logo.png, Non-free logo, via Wikipedia5

American oil and gas company

Black Stone Minerals, L.P., or Black Stone Minerals, is a Houston, Texas-based oil and natural gas corporation.3 Its shares trade on NYSE under the symbol BSM.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$422.3MRevenue, fiscal 20256
$299.9MNet income, fiscal 20256
1876Founded1

Compare with Granite Ridge Resources, Inc., Riley Exploration Permian, Inc. or TXO Partners, L.P., or pick any stock.

  • TickerBSM on NYSE1
  • Industrypetroleum industry1
  • HeadquartersFirst City Tower1
  • Websitewww.blackstoneminerals.com
  • Incorporated inDE7
  • Business address1001 Fannin Street, Suite 2020, Houston, Tx 770227
  • Filer categoryLarge accelerated filer7
  • Legal formLimited Partnership4
  • Kind of organizationLimited partnership1
  • LEI0C0OFK66613BCRQJ7F344
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O The Corporation Trust Company, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 29336324

Black Stone Minerals, L.P., or Black Stone Minerals, is a Houston, Texas-based oil and natural gas corporation.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

73.0%Operating margin6
71.0%Net margin6
-3.9%Revenue growth, 20256

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs29¢$122.4M
  • Profit71¢$299.9M

Out of $422.3M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$310.2M

Out of $310.2M of cash from operations.6

Financial statements

Revenue10111213146$422.3M in 2025−29% since 2018
0$200.0M$400.0M$600.0M$800.0M2018: $594.7M$594.7M20182019: $492.8M$492.8M2019−17%2020: $296.6M$296.6M2020−40%2021: $505.7M$505.7M2021+70%2022: $784.3M$784.3M2022+55%2023: $501.1M$501.1M2023−36%2024: $439.4M$439.4M2024−12%2025: $422.3M$422.3M2025−4%
Operating income10111213146$308.4M in 2025−3% since 2018
0$200.0M$400.0M$600.0M2018: $318.4M$318.4M20182019: $235.2M$235.2M2019−26%2020: $132.1M$132.1M2020−44%2021: $187.3M$187.3M2021+42%2022: $482.5M$482.5M2022+158%2023: $423.6M$423.6M2023−12%2024: $273.1M$273.1M2024−36%2025: $308.4M$308.4M2025+13%
Net income10111213146$299.9M in 2025+1% since 2018
0$200.0M$400.0M$600.0M2018: $295.6M$295.6M20182019: $214.4M$214.4M2019−27%2020: $121.8M$121.8M2020−43%2021: $182.0M$182.0M2021+49%2022: $476.5M$476.5M2022+162%2023: $422.5M$422.5M2023−11%2024: $271.3M$271.3M2024−36%2025: $299.9M$299.9M2025+11%
Fiscal year20182019202020212022202320242025
Revenue$594.7M10$492.8M11$296.6M12$505.7M13$784.3M14$501.1M6$439.4M6$422.3M6
Operating expenses$171.9M13$181.1M14$168.6M6$160.6M6$161.5M6
Operating income$318.4M10$235.2M11$132.1M12$187.3M13$482.5M14$423.6M6$273.1M6$308.4M6
Interest$20.8M10$21.4M11$10.4M12$5.6M13$6.3M13$2.8M13
Net income$295.6M10$214.4M11$121.8M12$182.0M13$476.5M14$422.5M14$271.3M14$299.9M6

Compare Black Stone Minerals with another company

Corporate structure

Black Stone Minerals sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Black Stone Minerals

  • Morgan Stanley Filed SCHEDULE 13G on Black Stone Minerals, latest Aug 20, 2026
  • Carlyle Group Filed SCHEDULE 13G/A on Black Stone Minerals, latest May 13, 2025 (2 filings since Feb 11, 2022)
  • Black Stone Minerals Houston, Texas, United States
    • Black Stone Energy Company, L.L.C. Subsidiary · Texas, United States
    • Black Stone Minerals GP, L.L.C. Subsidiary · Delaware, United States
    • Black Stone Natural Resources Management Company Subsidiary · Texas, United States
    • Black Stone Natural Resources, L.L.C. Subsidiary · Delaware, United States
    • BSMC GP, L.L.C. Subsidiary · Delaware, United States
    • BSMC Louisiana LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Black Stone Minerals reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$1.2B6 Dec 31, 2025$1.1B6 Dec 31, 2024+8.0%
Oil and gas properties$1.2B6 Dec 31, 2025$1.1B6 Dec 31, 2024+8.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.5M6 Dec 31, 2025$2.5M6 Dec 31, 2024−41.3%

The story

The company was founded as W.T. Carter & Bro., a lumber company, in 1876.

The company discovered the Double A Wells Field in East Texas in 1985. It began drilling oil in the late 1980s. By 1992, it acquired the land rights of the Kirby Lumber Company, founded by John Henry Kirby. Four years later, in 1996, it divested from its holdings in the Double A Wells Field.

According to Bloomberg Business, by 2014 it owned millions of acres of interests in the "Bakken/Three Forks plays, Eagle Ford Shale, Wolfcamp play, Haynesville/Bossier plays, Granite Wash play, and Fayetteville Shale, as well as in the Tuscaloosa Marine Shale and the Canyon Lime play located in 41 states and in 62 onshore basins in the continental United States."

It has been traded on the NASDAQ since 2015.

From Wikipedia’s article on Black Stone Minerals, shared under CC BY-SA 4.0.8

Leadership

Who has led Black Stone Minerals, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (31)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerL. STEVE PUTMAN named Mar 25, 202558
  • DirectorA.J. C. LONGMAID named Mar 25, 202558

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BSMC GP, L.L.C. Delaware9
  • BSMC Louisiana LLC Delaware9
  • Black Stone Energy Company, L.L.C. Texas9
  • Black Stone Minerals Company, L.P. Delaware9
  • Black Stone Minerals GP, L.L.C. Delaware9
  • Black Stone Natural Resources Management Company Texas9
  • Black Stone Natural Resources, L.L.C. Delaware9

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 4, 20268-K Results of operations59
  2. Jun 16, 20268-K Shareholder vote60
  3. May 5, 20268-K Results of operations61
  4. Feb 24, 20268-K Results of operations; Regulation FD disclosure62
  5. Feb 10, 20268-K Executive or director change63
  6. Jan 9, 2026New chief executive Taylor Dewalch becomes CEO22
  7. Jan 9, 2026New chief executive Fowler Carter becomes CEO21
  8. Jan 7, 20268-K Executive or director change64
  9. Nov 5, 20258-K Executive or director change65
  10. Nov 4, 20258-K Results of operations66
  11. Sep 17, 20258-K Regulation FD disclosure67
  12. Aug 27, 20258-K Entered a material agreement; Change to shareholders' rights68
  13. Aug 5, 20258-K Results of operations; Regulation FD disclosure69
  14. Jun 30, 20258-K Executive or director change70
  15. May 1, 2015Went public Listed on NYSE1
  16. Apr 30, 2015New chief executive Thomas L. Carter Jr. becomes CEO23
  17. 1876Founded Founded1

Calendar

Coming up

  1. Nov 2, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.40 a share, on Nov 3, 2025.71

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results59
  2. May 5, 2026Reported quarterly or annual results61
  3. Feb 24, 2026Reported quarterly or annual results62
  4. Nov 4, 2025Reported quarterly or annual results66
  5. Aug 5, 2025Reported quarterly or annual results69
  6. May 6, 2025Reported quarterly or annual results72
  7. Feb 25, 2025Reported quarterly or annual results73
  8. Nov 5, 2024Reported quarterly or annual results74

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

357 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 39 major events, 263 insider forms, 3 large holders, 1 private raises, 31 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 5, 20264 EDGAR
  5. Oct 5, 20264 EDGAR
  6. Aug 20, 2026SCHEDULE 13G EDGAR
  7. Aug 19, 20264 EDGAR
  8. Aug 10, 20264 EDGAR
  9. Aug 6, 2026144 EDGAR
  10. Aug 6, 2026144 EDGAR
  11. Aug 4, 20264 EDGAR
  12. Aug 4, 202610-Q EDGAR
  13. Aug 4, 20268-K EDGAR
  14. Jul 2, 20264 EDGAR
  15. Jul 2, 20264 EDGAR
  16. Jul 2, 20264 EDGAR
  17. Jul 2, 20264 EDGAR
  18. Jul 2, 20264 EDGAR
  19. Jun 16, 20268-K EDGAR
  20. Jun 2, 20264 EDGAR

The 357 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

58 open-market trades by officers, directors and large owners since October 2021: 45 buys and 13 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 6, 2026Whitehead JamesDirectorSale2,127,105$13.21$28.1MForm 4
Jun 1, 2026DeWalch D MarkDirectorBuy36,363$13.62$495.3KForm 4
May 29, 2026DeWalch D MarkDirectorBuy36,363$13.48$490.2KForm 4
May 28, 2026DeWalch D MarkDirectorBuy37,650$13.21$497.4KForm 4
May 13, 2026Carter Thomas L JrExecutive ChairmanBuy1,120$13.50$15.1KForm 4
May 12, 2026Longmaid Ashley JDirectorSale11,128$13.45$149.7KForm 4
May 12, 2026Carter Thomas L JrExecutive ChairmanBuy19,154$13.48$258.2KForm 4
May 11, 2026Carter Thomas L JrExecutive ChairmanBuy25,000$13.47$336.8KForm 4
May 8, 2026Carter Thomas L JrExecutive ChairmanBuy23,604$13.32$314.4KForm 4
May 5, 2026Putman Luke StevensSVP, General Counsel, and SecSale29,386$13.75$404.1KForm 4
Apr 6, 2026Putman Luke StevensSVP, General Counsel, and SecSale29,386$14.45$424.6KForm 4
Apr 6, 2026Putman Luke StevensSVP, General Counsel, and SecSale29,386$14.45$424.6KForm 4
Mar 5, 2026Putman Luke StevensSVP, General Counsel, and SecSale30,276$15.25$461.7KForm 4
Mar 5, 2026Putman Luke StevensSVP, General Counsel, and SecSale30,276$15.25$461.7KForm 4
Sep 12, 2025Carter Thomas L JrExecutive ChairmanBuy14,000$12.59$176.3KForm 4
Sep 11, 2025Carter Thomas L JrExecutive ChairmanBuy1,300$12.39$16.1KForm 4
Sep 10, 2025Carter Thomas L JrExecutive ChairmanBuy10,536$12.32$129.8KForm 4
Sep 9, 2025Carter Thomas L JrExecutive ChairmanBuy1,307$12.07$15.8KForm 4
Sep 8, 2025Carter Thomas L JrExecutive ChairmanBuy13,527$11.90$161.0KForm 4
Aug 20, 2025Carter Thomas L JrExecutive ChairmanBuy21,000$12.03$252.6KForm 4

All 58 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Thomas L. CarterJr.74$485.0K$4.8M77
2025Carrie P. Clark$167.9K$3.0M77
2025L. Steve Putman51$335.8K$2.6M77
2025H. Taylor DeWalch37$319.3K$2.2M77
2025Fowler T. Carter46$275.0K$1.2M77
2025Chris R. Bonner36$250.0K$528.7K77
2024(PresidentChairman and Chief Executive Officer)$470.9K$4.7M77
2024(Senior Vice PresidentGeneral Counsel, and Secretary)$326.0K$2.5M77
2024(Former Senior Vice President and Chief Commercial Officer)$326.0K$2.0M77
2024(Senior Vice President and Chief Financial Officer)$297.5K$742.4K77
2023(PresidentChairman and Chief Executive Officer)$455.0K$4.6M77
2023(Senior Vice PresidentGeneral Counsel, and Secretary)$315.0K$2.4M77
2023(Former Senior Vice President and Chief Commercial Officer)$315.0K$1.9M77

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$3.8M 2024–2024
Money received by yearMoney received by year, 2024–2024: $3.8M in all. Private raises (Form D) $3.8M.$0$1M$2M$3M$4M2024 · Private raises (Form D): $3.8M2024
Figures by year
YearPrivate raises (Form D)Total
2024$3.8M$3.8M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Nov 21, 2024Raised $3.8 million in a private offering of equity58 Form D: 5 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Morgan Stanley8,899,403$124.3M0.0%+627,645
William Marsh Rice University5,663,476$79.1M36.1%No change
Fmr LLC4,518,071$63.1M0.0%−19,100
Bank Of America Corp /de/2,080,058$29.1M0.0%−27,234
Penn Davis Mcfarland Inc1,958,137$27.4M2.4%−1,451
Investment Management Associates Inc /adv1,848,184$25.8M6.6%−52,818
Natixis1,579,900$22.1M0.1%No change
Ameriprise Financial Inc1,181,399$16.5M0.0%No change
Long Corridor Asset Management Ltd880,000$12.3M4.5%+108,000
Brown Advisory Inc870,666$12.2M0.0%−7,337
Mudita Advisors LLP760,877$10.6M2.2%No change
Ing Groep Nv728,600$10.2M0.0%No change
Fayez Sarofim & Co633,364$8.8M0.0%No change
HighTower Advisors, LLC630,392$8.8M0.0%+13,835
Saber Capital Managment, LLC616,921$8.6M6.2%+44,522
Cresset Asset Management, LLC602,282$8.4M0.0%No change
Epacria Capital Partners, LLC580,716$8.1M6.3%No change
Wells Fargo & Company/mn491,892$6.9M0.0%+78,223
BlackRock, Inc.451,042$6.3M0.0%New
Lummis Asset Management, LP343,843$5.1M3.0%No change
Citigroup Inc349,820$4.9M0.0%−196,813
Chilton Capital Management LLC337,263$4.7M0.1%−209
First Trust Advisors LP301,902$4.2M0.0%+52,640
Forum Financial Management, LP300,000$4.2M0.1%No change
Northern Trust Corp298,164$4.2M0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

2 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Feb 21, 2023Thomas R Carper, SenateBuy$1,001 - $15,000−96.1%Report
Jan 11, 2023Thomas R Carper, SenateBuy$1,001 - $15,000−99.5%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Black Stone Minerals is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBlack Stone Minerals, L.P.2
  • CIK0001621434
  • Employer ID (EIN)47-184669278
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company78
  • Incorporated inDelaware78
  • Fiscal year endsDecember 312
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas2
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance2
  • Business address1001 Fannin Street, Suite 2020, Houston, TX 770222
  • Phone(713)658-06472
  • Shares outstanding212,333,793 Common Units shares; 14,711,219 Cumulative Convertible Preferred Units shares as of Feb 20, 202678
  • Public float$2.3B as of Jun 30, 202578
  • AuditorDeloitte & Touche LLP, Houston, Texas PCAOB ID 34; it also attests to the company’s internal control over financial reporting78
  • On EDGAR sinceOct 8, 20142
  • Filings909 in all: 4 (614), 8-K (99), 10-Q (35), 3 (30), 10-K (11), DEF 14A (11), DEFA14A (11), CORRESP (10)2
    All 40 form types

    UPLOAD (10), 144 (9), 4/A (6), DRSLTR (5), ARS (4), D (4), DRS/A (4), EFFECT (4), SC 13G/A (4), SC TO-I/A (4), 3/A (3), S-1/A (3), S-3 (3), S-3ASR (3), S-8 (3), 8-K/A (2), SC 13D/A (2), 424B1 (1), 424B5 (1), 5 (1), 8-A12B (1), CERTNYS (1), D/A (1), DRS (1), S-1 (1), S-3/A (1), SC 13D (1), SC 13G (1), SC TO-C (1), SC TO-I (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Common Units Representing Limited Partner InterestsBSMNew York Stock Exchange

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).78

Risk factors and legal proceedings

The risks Black Stone Minerals names in Item 1A of its 10-K filed Feb 24, 2026: 57 risks under these headings, as written.78

  • Cash Distributions
  • We may not generate sufficient cash from operations to pay distributions on our common units. If we make distributions, the holders of our Series B cumulative convertible preferred units have priority with respect to rights to share in those distributions over our common unitholders for so long as our Series B cumulative convertible preferred units are outstanding.
  • The amount of cash we distribute to holders of our units depends primarily on our cash generated from operations and not our profitability, which may prevent us from making cash distributions during periods when we record net income.
  • Price of Oil and Natural Gas
  • The volatility of oil and natural gas prices due to factors beyond our control greatly affects our financial condition, results of operations, and cash distributions to unitholders.
  • Approximately 52% of our 2025 oil and natural gas revenues were derived from oil and condensate sales. Any future decreases in prices of oil may adversely affect our cash generated from operations, results of operations, financial position, and our ability to pay quarterly distributions on our common units, perhaps materially.
  • Approximately 48% of our 2025 oil and natural gas revenues were derived from natural gas and natural gas liquids sales. Any future decreases in prices of natural gas may adversely affect our cash generated from operations, results of operations, financial position, and our ability to pay quarterly distributions on our common units, perhaps materially.
  • Trade policies, such as tariffs, could adversely affect our operations, costs, and business
  • Unless we replace the oil and natural gas produced from our properties, our cash generated from operations and our ability to make distributions to our common unitholders could be adversely affected.
  • We either have little or no control over the timing of future drilling with respect to our mineral and royalty interests and non-operated working interests.
  • Project areas on our properties, which are in various stages of development, may not yield oil or natural gas in commercially viable quantities.
  • The unavailability, high cost, or shortages of rigs, equipment, raw materials, supplies, or personnel may restrict or result in increased costs for operators related to developing and operating our properties.
The other 47 risks
  • The marketability of oil and natural gas production is dependent upon transportation, pipelines, and refining facilities, which neither we nor many of our operators control. Any limitation in the availability of those facilities could interfere with our or our operators’ ability to market our or our operators’ production and could harm our business.
  • Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
  • The results of exploratory drilling in shale plays will be subject to risks associated with drilling and completion techniques and drilling results may not meet our expectations for reserves or production.
  • Cessation or protracted slowdown of activity in the Shelby Trough area could adversely affect our results of operations.
  • We may experience delays in the payment of royalties and be unable to replace operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of the operators on those leases declare bankruptcy.
  • Access to Capital and Financing
  • Our Credit Facility has substantial restrictions and financial covenants that may restrict our business and financing activities and our ability to pay distributions.
  • We expect to distribute a substantial majority of the cash we generate from operations each quarter, which could limit our ability to grow and make acquisitions.
  • Our operators’ development activities on our leases, funding our non-operated working interests, and acquisitions will require substantial capital, and we and our operators may be unable to obtain needed capital or financing on satisfactory terms or at all.
  • Any acquisitions of additional mineral and royalty interests will be subject to substantial risks.
  • Environmental, Legal and Regulatory Risks
  • Conservation measures, technological advances, and general concern about the environmental impact of the production and use of fossil fuels could materially reduce demand for oil and natural gas and adversely affect our results of operations and the trading market for our common units.
  • Oil and natural gas operations are subject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive, and failure to comply could result in significant liabilities, which could reduce cash distributions to our unitholders.
  • Louisiana mineral servitudes are subject to reversion to the surface owner after ten years’ nonuse.
  • Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs, additional operating restrictions or delays, and fewer potential drilling locations.
  • Operating hazards and uninsured risks may result in substantial losses to us or our operators, and any losses could adversely affect our results of operations and cash distributions to unitholders.
  • Increased attention to environmental, social and governance (ESG) matters may impact our business.
  • We rely on a few key individuals whose absence or loss could adversely affect our business.
  • Title Defects
  • Title to the properties in which we have an interest may be impaired by title defects.
  • Risks to Unitholders under Our Partnership Agreement
  • The Board may modify or revoke our cash distribution policy at any time at its discretion. Our partnership agreement does not require us to pay any distributions at all on our common units. If we make distributions, our Series B cumulative convertible unitholders have priority with respect to rights to share in those distributions over our common unitholders for so long as our Series B cumulative convertible preferred units are outstanding.
  • Our partnership agreement eliminates the fiduciary duties that might otherwise be owed to the partnership and its partners by our general partner and its directors and executive officers under Delaware law.
  • Our partnership agreement restricts the situations in which remedies may be available to our unitholders for actions taken that might constitute breaches of duty under applicable Delaware law and breaches of the contractual obligations in our partnership agreement.
  • Our partnership agreement restricts the voting rights of unitholders owning 15% or more of our units, subject to certain exceptions.
  • Our partnership agreement includes exclusive forum, venue, and jurisdiction provisions. By purchasing a common unit, a limited partner is irrevocably consenting to these provisions regarding claims, suits, actions, or proceedings, and submitting to the exclusive jurisdiction of Delaware courts.
  • We may issue additional common units and other equity interests without common unitholder approval, which would dilute holders of common units. However, subject to certain exceptions, our partnership agreement does not authorize us to issue units ranking senior to or at parity with our Series B cumulative convertible preferred units without Series B cumulative convertible preferred unitholder approval.
  • Distributions to Unitholders; Price of Units and Other Risks
  • Actions taken by our general partner may affect the amount of cash generated from operations that is available for distribution to unitholders.
  • The market price of our common units could be adversely affected by sales of substantial amounts of our common units in the public or private markets.
  • Increases in interest rates may cause the market price of our common units to decline
  • Unitholders may have liability to repay distributions.
  • The NYSE does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements.
  • If a unitholder is not an Eligible Holder, the common units of such unitholder may be subject to redemption.
  • Tax-Related Risks
  • Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, and not being subject to a material amount of entity-level taxation. If the IRS were to treat us as a corporation for U.S. federal income tax purposes or we were to become subject to entity-level taxation for state tax purposes, then our cash distributions to common unitholders would be substantially reduced.
  • The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial, or administrative changes and differing interpretations, possibly applied on a retroactive basis.
  • Future legislation may result in the elimination of certain U.S. federal income tax deductions currently available with respect to oil and natural gas exploration and production. Additionally, future federal or state legislation may impose new or increased taxes or fees on oil and natural gas extraction.
  • If the IRS were to contest the U.S. federal income tax positions we take, it may adversely affect the market for our common units, and the costs of any such contest would reduce cash available for distribution to our common unitholders.
  • If the IRS makes an audit adjustment to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case cash available for distribution to our common unitholders might be substantially reduced and our current and former common unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustments that were paid on such common unitholders' behalf.
  • You, as a common unitholder, are required to pay taxes on your share of our income, even if you do not receive any cash distributions from us.
  • Tax gain or loss on the disposition of our common units could be more or less than expected.
  • Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.
  • Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them.
  • Non-U.S. common unitholders will be subject to U.S. taxes and withholding with respect to their income and gain from owning our common units.
  • We treat each purchaser of common units as having the same tax benefits without regard to the common units actually purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.
  • We generally prorate our items of income, gain, loss, and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss, and deduction among our common unitholders.
  • A common unitholder whose common units are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of common units) may be considered to have disposed of those common units. If so, such common unitholder would no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan and could recognize gain or loss from the disposition.
  • You, as a common unitholder, may be subject to state and local taxes and return filing requirements in jurisdictions where you do not live as a result of investing in our common units.
  • Although we believe our common unitholders are entitled to a 20% deduction related to qualified business income, application of the deduction to royalty income is not free from doubt.
  • General Risk Factors
  • The price of our common units may fluctuate significantly, and unitholders could lose all or part of their investment.
  • If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our units.
  • Various security risks, including cybersecurity threats, data breaches, and other disruptions, could significantly affect us.

Legal proceedings

Although we may, from time to time, be involved in various legal claims arising out of our operations in the normal course of business, we do not believe that the resolution of these matters will have a material adverse impact on our financial condition or results of operations.

The opening of Item 3, Legal Proceedings.78

Sources

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