bsm-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM						10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period _______________ to _______________

Commission File Number: 001-37362


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


Delaware		47-1846692
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Fannin Street, Suite 2020
Houston,	Texas	77002
(Address of principal executive offices)		(Zip code)


(713)			445-3200
(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of July 31, 2026, there were 212,710,571 common units and 14,711,219 Series B cumulative convertible preferred units of the registrant outstanding.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Equity	3
	Consolidated Statements of Cash Flows	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 5.	Other Information	34
Item 6.	Exhibits	35

	Signatures	36

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	June 30, 2026		December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,674	$	1,478

Accrued revenue and accounts receivable	71,060		65,572
Commodity derivative assets, net	9,848		18,864

Prepaid expenses and other current assets	6,425		9,722
TOTAL CURRENT ASSETS	89,007		95,636
PROPERTY AND EQUIPMENT
Oil and natural gas properties, at cost, using the successful efforts method of accounting, includes unproved properties of $1,099,220 and $1,063,709 at June 30, 2026 and December 31, 2025, respectively	3,134,600		3,079,340
Accumulated depreciation, depletion, amortization and impairment	(1,874,181)		(1,855,332)
Oil and natural gas properties, net	1,260,419		1,224,008
Other property and equipment, net of accumulated depreciation of $16,229 and $15,768 at June 30, 2026 and December 31, 2025, respectively	1,020		1,126
NET PROPERTY AND EQUIPMENT	1,261,439		1,225,134
DEFERRED CHARGES AND OTHER LONG-TERM ASSETS	15,465		14,784
TOTAL ASSETS	$	1,365,911	$	1,335,554
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,133	$	2,823
Accrued liabilities	12,111		19,388
Commodity derivative liabilities, net	5,823		—
Other current liabilities	1,627		2,412
TOTAL CURRENT LIABILITIES	23,694		24,623
LONG–TERM LIABILITIES
Credit facility	196,000		154,000
Accrued incentive compensation	841		1,011
Commodity derivative liabilities, net	3,072		—
Asset retirement obligations	23,312		22,716
Other long-term liabilities	5,526		4,748
TOTAL LIABILITIES	252,445		207,098
COMMITMENTS AND CONTINGENCIES (Note 7)
MEZZANINE EQUITY
Partners' equity – Series B cumulative convertible preferred units, 14,711 units outstanding at June 30, 2026 and December 31, 2025, respectively	300,478		300,478
EQUITY
Partners' equity – general partner interest	—		—
Partners' equity – common units, 212,703 and 211,873 units outstanding at June 30, 2026 and December 31, 2025, respectively	812,988		827,978
TOTAL EQUITY	812,988		827,978
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY	$	1,365,911	$	1,335,554

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
REVENUE
Oil and condensate sales	$	75,151	$	55,807	$	129,265	$	105,900
Natural gas and natural gas liquids sales	40,275		46,189		103,683		104,424
Lease bonus and other income	6,696		4,714		13,083		11,639
Revenue from contracts with customers	122,122		106,710		246,031		221,963
Gain (loss) on commodity derivative instruments, net	26,850		52,784		(37,700)		(3,217)
TOTAL REVENUE	148,972		159,494		208,331		218,746
OPERATING (INCOME) EXPENSE
Lease operating expense	2,098		2,990		3,991		5,152
Production costs and ad valorem taxes	6,108		9,026		15,308		19,211
Exploration expense	4,825		1,749		9,450		6,859
Depreciation, depletion, and amortization	9,402		9,187		19,187		18,317

General and administrative	16,076		13,924		32,908		29,096
Accretion of asset retirement obligations	393		337		782		669

TOTAL OPERATING EXPENSE	38,902		37,213		81,626		79,304
INCOME FROM OPERATIONS	110,070		122,281		126,705		139,442
OTHER INCOME (EXPENSE)
Interest and investment income	57		56		89		120
Interest expense	(3,816)		(2,270)		(7,177)		(3,667)
Other income (expense), net	47		(39)		13		81
TOTAL OTHER EXPENSE	(3,712)		(2,253)		(7,075)		(3,466)
NET INCOME	106,358		120,028		119,630		135,976

Distributions on Series B cumulative convertible preferred units	(7,366)		(7,367)		(14,732)		(14,733)
NET INCOME ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON UNITS	$	98,992	$	112,661	$	104,898	$	121,243
ALLOCATION OF NET INCOME:
General partner interest	$	—	$	—	$	—	$	—
Common units	98,992		112,661		104,898		121,243
	$	98,992	$	112,661	$	104,898	$	121,243
NET INCOME ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON UNIT:
Per common unit (basic)	$	0.47	$	0.53	$	0.49	$	0.57
Per common unit (diluted)	$	0.47	$	0.53	$	0.49	$	0.57
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Weighted average common units outstanding (basic)	212,596		211,689		212,483		211,472
Weighted average common units outstanding (diluted)	212,596		226,761		212,483		211,472

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)


	Common units	Partners' equity
BALANCE AT DECEMBER 31, 2025	211,873	$	827,978
Repurchases of common units	(162)	(2,335)


Restricted units granted, net of forfeitures	782	—
Equity–based compensation	—	5,688
Distributions to common unitholders ($0.30 per unit)	—	(63,700)
Charges to partners' equity for accrued distribution equivalent rights	—	(333)
Distributions on Series B cumulative convertible preferred units ($0.50 per unit)	—	(7,366)
Net income	—	13,272
BALANCE AT MARCH 31, 2026	212,493	$	773,204


Issuance of common units for acquisition of oil and natural gas properties	—	2,800
Restricted units granted, net of forfeitures	210	—
Equity–based compensation	—	1,988
Distributions to common unitholders ($0.30 per unit)	—	(63,750)
Charges to partners' equity for accrued distribution equivalent rights	—	(246)
Distributions on Series B cumulative convertible preferred units ($0.50 per unit)	—	(7,366)
Net income	—	106,358
BALANCE AT JUNE 30, 2026	212,703	$	812,988


	Common units	Partners' equity
BALANCE AT DECEMBER 31, 2024	210,695	$	828,961
Repurchases of common units	(221)	(3,289)

Issuance of common units for acquisition of oil and natural gas properties	256	3,905
Restricted units granted, net of forfeitures	900	—
Equity–based compensation	—	5,919
Distributions to common unitholders ($0.375 per unit)	—	(79,177)
Charges to partners' equity for accrued distribution equivalent rights	—	(414)
Distributions on Series B cumulative convertible preferred units ($0.50 per unit)	—	(7,366)
Net income	—	15,948
BALANCE AT MARCH 31, 2025	211,630	$	764,487
Repurchases of common units	(36)	(466)

Issuance of common units for acquisition of oil and natural gas properties	253	3,512
Restricted units granted, net of forfeitures	(5)	—
Equity–based compensation	—	1,691
Distributions to common unitholders ($0.375 per unit)	—	(79,363)
Charges to partners' equity for accrued distribution equivalent rights	—	(384)
Distributions on Series B cumulative convertible preferred units ($0.50 per unit)	—	(7,367)
Net income	—	120,028
BALANCE AT JUNE 30, 2025	211,842	$	802,138

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BLACK STONE MINERALS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	119,630	$	135,976
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization	19,187		18,317

Accretion of asset retirement obligations	782		669
Amortization of deferred charges	525		550
(Gain) loss on commodity derivative instruments, net	37,700		3,217
Net cash (paid) received on settlement of commodity derivative instruments	(21,012)		(465)
Equity-based compensation	6,031		5,015


Changes in operating assets and liabilities:
Accrued revenue and accounts receivable	(5,516)		(8,948)
Prepaid expenses and other current assets	3,296		(5,623)
Accounts payable, accrued liabilities, and other	(4,984)		(3,297)
Settlement of asset retirement obligations	(112)		(100)
NET CASH PROVIDED BY OPERATING ACTIVITIES	155,527		145,311
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of oil and natural gas properties	(45,904)		(37,990)
Additions to oil and natural gas properties	(344)		(326)
Additions to oil and natural gas properties leasehold costs	(6,296)