<SEC-DOCUMENT>0000950170-25-074410.txt : 20250519
<SEC-HEADER>0000950170-25-074410.hdr.sgml : 20250519
<ACCEPTANCE-DATETIME>20250519163013
ACCESSION NUMBER:		0000950170-25-074410
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250519
DATE AS OF CHANGE:		20250519

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TXO Partners, L.P.
		CENTRAL INDEX KEY:			0001559432
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		ORGANIZATION NAME:           	01 Energy & Transportation
		EIN:				320368858
		STATE OF INCORPORATION:			X1
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-94337
		FILM NUMBER:		25964427

	BUSINESS ADDRESS:	
		STREET 1:		400 WEST 7TH STREET
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102
		BUSINESS PHONE:		817-334-7800

	MAIL ADDRESS:	
		STREET 1:		400 WEST 7TH STREET
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TXO Energy Partners, L.P.
		DATE OF NAME CHANGE:	20230131

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MorningStar Partners, L.P.
		DATE OF NAME CHANGE:	20121002

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HUTTON KEITH A
		CENTRAL INDEX KEY:			0001182688
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		C/O MORNINGSTAR PARTNERS, L.P.
		STREET 2:		400 WEST 7TH STREET
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001182688</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>1</amendmentNo>
      <securitiesClassTitle>Common Units representing limited partner interests</securitiesClassTitle>
      <dateOfEvent>05/15/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001559432</issuerCIK>
        <issuerCUSIP>87313P103</issuerCUSIP>
        <issuerName>TXO Partners, L.P.</issuerName>
        <address>
          <street1 xmlns="http://www.sec.gov/edgar/common">400 West 7th Street</street1>
          <city xmlns="http://www.sec.gov/edgar/common">Fort Worth</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">TX</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">76102</zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Keith A. Hutton</personName>
          <personPhoneNum>(817) 334-7800</personPhoneNum>
          <personAddress>
            <street1 xmlns="http://www.sec.gov/edgar/common">c/o TXO Partners, L.P.</street1>
            <street2 xmlns="http://www.sec.gov/edgar/common">400 West 7th Street</street2>
            <city xmlns="http://www.sec.gov/edgar/common">Fort Worth</city>
            <stateOrCountry xmlns="http://www.sec.gov/edgar/common">TX</stateOrCountry>
            <zipCode xmlns="http://www.sec.gov/edgar/common">76102</zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001182688</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Keith A. Hutton</reportingPersonName>
        <fundType>PF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>4820215</soleVotingPower>
        <sharedVotingPower>0</sharedVotingPower>
        <soleDispositivePower>4820215</soleDispositivePower>
        <sharedDispositivePower>0</sharedDispositivePower>
        <aggregateAmountOwned>4820215</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>9.1</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Units representing limited partner interests</securityTitle>
        <issuerName>TXO Partners, L.P.</issuerName>
        <issuerPrincipalAddress>
          <street1 xmlns="http://www.sec.gov/edgar/common">400 West 7th Street</street1>
          <city xmlns="http://www.sec.gov/edgar/common">Fort Worth</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">TX</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">76102</zipCode>
        </issuerPrincipalAddress>
        <commentText>Explanatory Note:           This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on July 2, 2024 (as amended to date, the"Schedule 13D") relating to the Common Units representing limited partner interests (the "Common Units"), of TXO Partners, L.P., a Delaware limited partnership (the "Issuer"), whose principal executive office is located at 400 West 7th Street, Fort Worth, TX 76102.</commentText>
      </item1>
      <item2>
        <filingPersonName>Item 2 of the Schedule 13D is hereby amended and restated as follows:
The Schedule 13D is being filed by Keith A. Hutton (the "Reporting Person").</filingPersonName>
        <principalBusinessAddress>The business address of the Reporting Person is 400 West 7th Street, Fort Worth, TX 76102.</principalBusinessAddress>
        <principalJob>The Reporting Person's present principal occupation is Director of TXO Partners GP, LLC, the general partner of the Issuer.</principalJob>
        <hasBeenConvicted>None.</hasBeenConvicted>
        <convictionDescription>None.</convictionDescription>
        <citizenship>Mr. Hutton is a citizen of the United States.</citizenship>
      </item2>
      <item3>
        <fundsSource>
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

                 On May 15, 2025, the Reporting Person purchased 700,000 Common Units in an underwritten offering at a price of $15.00 per Common Unit. The Reporting Person used personal funds for this acquisition.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Lock-Up Agreement

                      In connection with the Underwriting Agreement dated as of May 13, 2025, by and among the Issuer, TXO Partners GP, LLC, a Delaware limited liability company, and Raymond James &amp; Associates, Inc. and Stifel Nicolaus &amp; Company, as representatives of the several underwriters (the "Underwriting Agreement"), the Reporting Person agreed that he will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a "Disposition") any Issuer securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Issuer securities held by him or acquired by him after May 13, 2025, or that may be deemed to be beneficially owned by him (collectively, the "Lock-Up Securities"), pursuant to the Securities Act of 1933 (the "Securities Act") and the Securities and Exchange Act of 1934, for a period commencing on May 13, 2025 and ending sixty (60) days thereafter, inclusive (the "Lock-Up Period"), without the prior written consent of the underwriters or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the Reporting Person has or may have hereafter to require the Issuer to register under the Securities Act the Disposition of any of the Lock-Up Securities held by him, or to otherwise participate as a selling security holder in any manner in any registration effected by the Issuer under the Securities Act, during the Lock-Up Period.

                       The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of thereof, a copy of which is attached as Exhibit 1 hereto and incorporated herein by reference.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) - (b)

Amount beneficially owned: 4,820,215

Percent of Class: 9.1%</percentageOfClassSecurities>
        <numberOfShares>Number of shares the Reporting Person has:

          Sole power to vote or direct the vote: 4,820,215

          Shared power to vote: 0

          Sole power to dispose or direct the disposition of: 4,820,215

          Shared power to dispose or direct the disposition of: 0

The Reporting Person is the record holder of the Common Units reported herein.

The above percentage is based on 53,034,292 Common Units outstanding as of the date hereof, as disclosed on the Issuer's prospectus supplement filed with the Securities and Exchange Commission on May 13, 2025.</numberOfShares>
        <transactionDesc>Except as described in Item 3, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Common Units.</transactionDesc>
        <listOfShareholders>None.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>Item 6 of the Schedule 13D is hereby amended and restated as follows:

Except as described in Item 4 hereof, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

1:   Form of Lock-Up Agreement (incorporated by reference to Exhibit 1.1 to the Issuer's Form 8-K filed on May 14, 2025).</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Keith A. Hutton</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Keith A. Hutton</signature>
          <title>Keith A. Hutton</title>
          <date>05/19/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
</edgarSubmission>
</XML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
