0001559432FALSE00015594322024-07-022024-07-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 2, 2024

TXO Partners, L.P.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
of incorporation)
001-41605
(Commission File Number)
32-0368858
(IRS Employer Identification No.)

400 West 7th Street, Fort Worth, Texas
(Address of principal executive offices)

76102
(Zip Code)
(817) 334-7800
Registrant’s telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Common Units representing limited partner interestsTXONew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01. Other Events.

As previously announced, in connection with its public offering (the “Offering”), TXO Partners, L.P. (the “Partnership”) granted the underwriters of its Offering a 30-day option to purchase additional common units representing limited partner interests in TXO (the “common units”) at the Offering price, less underwriting discounts and commissions. On July 2, 2024, the Partnership consummated the sale of an additional 975,000 common units at the Offering price of $20.00 per common unit, resulting in additional gross proceeds of $19,500,0000 before deducting underwriting discounts and commissions.







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 hereunto duly authorized.

 
TXO Partners, L.P.
 By:  TXO Partners GP, LLC   
  its general partner  
    
 
   
Dated: July 2, 2024By:  /s/ Brent W. Clum 
  Name:  Brent W. Clum   
  Title:  President of Business Operations and Chief Financial Officer   


|