TXO Partners LP 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Registrant’s telephone number, including area code:(817) 334-7800 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐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 during thepreceding 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 past90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post suchfiles).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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Accelerated filer☒Smaller reporting company☐Emerging growth company☒ Non-accelerated filer 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 revisedfinancial 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 control overfinancial 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 its auditreport.☐ 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 filing reflectthe 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 by any ofthe 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 Act). Yes☐No☒ The aggregate market value of the common units held by non-affiliates of the registrant, based on the closing price of the common units on the New York StockExchange on June 30, 2025, was $571.8 million.The registrant had 55,242,507 Common Units outstanding as of February 26, 2026. DOCUMENTS INCORPORATED BY REFERENCE None. Auditor Name: KPMG LLPAuditor Location: Fort Worth, TXAuditor Firm ID: 185 Explanatory Note TXO Partners, L.P. ("TXO Partners") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its AnnualReport on Form 10-K for the year ended December 31, 2025, which was originally filed with the Securities and ExchangeCommission (the "SEC") on February 26, 2026 (the "Original Filing"). This Amendment is being filed solely to include KPMGLLP's (Firm ID: 185) location on the Report of Independent Registered Public Accounting Firm (the "Audit Report"). The signedAudit Report was received by TXO Partners prior to the Original Filing, but the location was inadvertently omitted from theOriginal Filing. No other changes have been made to the Original Filing. This Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing orreflect any events that have occurred after the Original Filing was made. Information in the Original Filing not affected by thisAmendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. Pursuantto Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains the complete text of Item 8.Financial Statements and Supplementary Data, certifications of the Company’s Principal Executive Officer and Principal FinancialOfficer required under Items 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, each dated as of the date of thisAmendment, as well as updated inline XBRL exhibits. Report of Independent Registered Public Accounting Firm To the Unitholders and Board of DirectorsTXO Partners, L.P. and TXO Partners GP, LLC: Opinion on the Consolidated Financial Statements We have audited the accompanyin