Black Stone Minerals LP 2024年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________ to _______________Commission file number 001-37362 Black Stone Minerals, L.P.(Exact Name of Registrant As Specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yesx No¨ 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 duringthe 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 forthe past 90 days.Yes x No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yesx 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 anemerging 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 FilerxNon-Accelerated Filer¨ 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No x The aggregate market value of the common units held by non-affiliates was $2,689,761,110 on June 28, 2024, the last business day of the registrant’s mostrecently completed second fiscal quarter, based on a closing price of $15.67 per unit as reported by the New York Stock Exchange on such date. As ofFebruary 21, 2025, 211,137,816 common units and 14,711,219 Series B cumulative convertible preferred units of the registrant were outstanding. Documents Incorporated by Reference: Certain information called for in Items 10, 11, 12, 13, and 14 of Part III are incorporated by reference from theregistrant’s definitive proxy statement for the annual meeting of unitholders. BLACK STONE MINERALS, L.P.TABLE OF CONTENTS PART I ITEMS 1 AND 2.BUSINESS AND PROPERTIES3ITEM 1A.RISK FACTORS22ITEM 1B.UNRESOLVED STAFF COMMENTS41ITEM 1C.CYBERSECURITY41ITEM 3.LEGAL PROCEEDINGS42ITEM 4.MINE SAFETY DISCLOSURES42 PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS,AND ISSUER PURCHASES OF EQUITY SECURITIES43ITEM 6.RESERVED46ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS47ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK59ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA60ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE60ITEM 9A.CONTROLS AND PROCEDURES60ITEM 9B.OTHER INFORMATION61ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS61 PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE62ITEM 11.EXECUTIVE COMPENSATION62ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED UNITHOLDER MATTERS62ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE62ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES63 PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 64 GLOSSARY OF TERMS The following includes abbreviations and meanings of certain terms commonly used in the oil and natural gas industry that maybe used in