ThZeal - The Zeal


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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Units Representing Limited Partner Interests

BSM

New 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. ☐

As disclosed on Black Stone Minerals, L.P.’s (the “Partnership”) Form 8-K filed June 18, 2025, Carrie Clark stepped down from her position of Senior Vice President and Chief Commercial Officer of Black Stone Minerals GP, L.L.C., the Partnership’s general partner (the “General Partner”), on June 17, 2025. On June 29, 2025, Black Stone Natural Resources Management Company (the “Employer”) and the General Partner entered into a Separation Agreement and General Release of Claims (the “Agreement”) with Ms. Clark that is substantially consistent with her existing severance agreement. Pursuant to the Agreement, so long as Ms. Clark satisfies the terms and conditions of the Agreement, Ms. Clark will receive the following consideration in accordance with the terms of her severance agreement with the Employer and the applicable equity award agreements with the General Partner:

•for a period of up to 12 months (or until Ms. Clark is eligible to be covered under another employer’s group health plan), monthly reimbursement for the cost of COBRA continuation coverage;

•accelerated vesting of a pro-rated portion of Ms. Clark’s outstanding restricted common units in the Partnership (the “Common Units”) in the amount of 18,339 Common Units;

•accelerated vesting of a pro-rated portion of Ms. Clark’s outstanding performance units and associated distribution equivalent rights, settled through the issuance of Common Units in the amount of 58,552 Common Units (before settlement of distribution equivalent rights); and

•elimination of employment-based forfeiture restrictions (but not performance-based forfeiture restrictions) with respect to 111,751 performance units relating to a 2022 aspirational performance award.

Ms. Clark remains subject to the confidentiality, non-competition, non-solicitation and non-disparagement covenants set forth in her severance agreement with the Employer. In addition, pursuant to the Agreement, Ms. Clark has agreed to provide consulting services to the General Partner and its affiliates through September 30, 2025, or such earlier time as the consulting period terminates pursuant to the Agreement. In exchange for providing the consulting services, Ms. Clark will be compensated at a rate of $33,333 per month. The foregoing description does not purport to be complete and is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto.


Exhibit Number						Description
10.1						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.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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.

BLACK STONE MINERALS, L.P.

By:

Black Stone Minerals GP, L.L.C.,
its general partner

Date: June 30, 2025

By:

/s/ Steve Putman

Steve Putman

Senior Vice President, General Counsel, and Secretary


Exhibit Number						Description
10.1						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.
104						Cover Page Interactive Data File (formatted as Inline XBRL).


Black Stone Minerals, L.P.
(Exact name of registrant as specified in its charter)


FORM						8-K