0001621434FALSE00016214342025-02-262025-02-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Date of Report (Date of earliest event reported): February 26, 2025
Black Stone Minerals, L.P.

(Exact name of registrant as specified in its charter)
Delaware
001-37362
47-1846692
(State or other jurisdiction(Commission File Number)(I.R.S. Employer
of incorporation or organization) Identification No.)
 
1001 Fannin Street, Suite 2020
 
Houston,
Texas
77002
(Address of principal executive offices) (Zip code)
 
Registrant’s telephone number, including area code:

 Not Applicable
(Former name or former address, if changed since last report)

(713)
445-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐



Item 4.01 Changes in Registrant’s Certifying Accountant.
 
(a)    On February 26, 2025, the Audit Committee of the Board of Directors of Black Stone Minerals GP, L.L.C., the general partner of Black Stone Minerals, L.P. (the “Company”), chose not to renew the engagement of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm, effective as of February 26, and notified Ernst & Young that it was dismissed as the Company’s independent registered public accounting firm.
The audit reports of Ernst & Young on the Company’s consolidated financial statements as of and for the years ended December 31, 2024, and December 31, 2023, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2024, and December 31, 2023, and through February 25, 2025, there were no (a) disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter in their reports; or (b) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Ernst & Young with a copy of the foregoing disclosures on this Current Report on Form 8-K and requested that Ernst & Young furnish the Company with a letter addressed to the United States Securities and Exchange Commission (the “Commission”) stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of that letter, dated February 28, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b)    On February 26, 2025, the Audit Committee approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm beginning with the Company’s fiscal quarter ending March 31, 2025, effective immediately. During the years ended December 31, 2024, and December 31, 2023, and through February 25, 2025, the Company did not consult with Deloitte with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might have been rendered on the Company’s consolidated financial statements; or (b) any matters that were either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit NumberDescription
Letter of Ernst & Young LLP, dated as of February 28, 2025
2

SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 BLACK STONE MINERALS, L.P.
   
 By:Black Stone Minerals GP, L.L.C.,
its general partner
   
Date: February 28, 2025By:/s/ Steve Putman
  Steve Putman
  Senior Vice President, General Counsel, and Secretary

3
Exhibit 16.1
February 28, 2025

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:
We have read Item 4.01 of Form 8-K dated February 28, 2025, of Black Stone Minerals, L.P. and are in agreement with the statements contained in the first through third paragraphs on page 3 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP


v3.25.0.1
Cover
Feb. 26, 2025
Cover [Abstract]  
Document Period End Date Feb. 26, 2025
Entity Registrant Name Black Stone Minerals, L.P.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37362
Entity Tax Identification Number 47-1846692
Entity Address, Address Line One 1001 Fannin Street, Suite 2020
Entity Address, City or Town Houston,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code (713)
Local Phone Number 445-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Units Representing Limited Partner Interests
Trading Symbol BSM
Security Exchange Name NYSE
Entity Central Index Key 0001621434
Amendment Flag false
Document Type 8-K
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