TXO Partners LP美股招股说明书(2025-05-14版)

TXO Partners, L.P. 11,666,667Common UnitsRepresenting Limited Partner Interests We are offering 11,666,667 common units representing limited partner interests in TXO Partners, L.P. Our common units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “TXO”. On May13, 2025, the last reported sale price ofour common units on the NYSE was $17.68 per unit. Our chairman, Bob R. Simpson, intends to purchase 2,250,000 common units in this offering at thepublic offering price. In addition, two of our directors, Keith A. Hutton and Lawrence S. Massaro, intend to purchase 700,000 and 20,000 common units,respectively, in this offering at the public offering price. See “Underwriting” beginning on pageS-27. Investing in our common units involves risks. Limited partnerships are inherently different from corporations.Please read “Risk Factors” beginning on pageS-21of this prospectus supplement and under similar headings in theother documents incorporated by reference into this prospectus supplement. Price to PublicUnderwritingDiscount(1)Proceeds,BeforeExpenses, to UsPublic offering price15.00$0.75$14.25Total$175,000,005$8,750,000$166,250,005 (1)We refer you to “Underwriting” beginning on pageS-27of this prospectus supplement for additional information regarding underwritingcompensation. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We have granted the underwriters a30-dayoption to purchase up to an additional 1,750,000 common units on the same terms and conditions asset forth above if the underwriters sell more than 11,666,667 common units in this offering. The underwriters expect to deliver the common units on or about May15, 2025. Joint Book-Running Managers Stifel Texas Capital Securities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGVALIDITY OF THE COMMON UNITSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION WE INCORPORATE BY REFERENCE Prospectus dated September11, 2024 ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION WE INCORPORATE BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSABOUT TXO PARTNERS, L.P.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF OUR COMMON UNITS Table of Contents ABOUT THIS PROSPECTUS SUPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes our business and the terms of this offering of ourcommon units and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated byreference in this prospectus supplement and the accompanying base prospectus. The second part is the accompanying base prospectus, which givesmore general information, some of which may not apply to this offering of common units. We sometimes refer to the prospectus supplement andthe accompanying base prospectus, taken together, as “the prospectus.” If the information varies between this prospectus supplement and theaccompanying base prospectus, you should rely on the information in this prospectus supplement. Pursuant to Rule 429 under the Securities Act, this prospectus is being filed as a combined prospectus with respect to (i)the common unitsoffered by us in an amount up to $120,000,000 in aggregate offering price remaining unsold under the registration statement on FormS-3FileNo.333-277671,filed on March5, 2024 and effective March14, 2024 and (ii)the common units offered by us in an amount up to $81,250,000 inaggregate offering price under the registration statement on FormS-3FileNo.333-281885, filed on August30, 2024. Any statement made in this prospectus, any free writing prospectus authorized by us or in a document incorporated by reference into thisprospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus,any free writing prospectus authorized by us or in any other subsequently filed document that is also incorporated by reference into this prospectusmodifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, toconstitute a part of this prospectus. Please read “Information We Incorporate By Reference.” Neither we nor the underwriters have authorized anyone to provide you with any information other than the information containedin this prospectus supplement and the accompanying base prospectus or incorporated by reference into this prospectus supplement or theaccompanying base prospectus. Neither we nor the underwriters take any responsibility for, nor can we nor the underwriters provide anyassurance as to the reliability