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VOC Energy Trust

For the period ended Dec 31, 2025. Filed Mar 24, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 24, 2026

VOC$2.95+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-20.

0001104659-25-026133

Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-24.

0001104659-26-033870

Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 57 previous paragraphs and 49 current paragraphs.

35 unchanged; 11 reworded; 1 added; 9 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Total oil and natural gas sales. Oil and natural gas sales were $29,558,495 for the year ended December 31, 2025, a decrease of $6,230,129 or 17.4% from $35,788,624 for the year ended December 31,
Removed paragraphs (9)

Previous report

Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities.

Previous report

The Trust Units commenced trading on the New York Stock Exchange on May 10, 2011 under the symbol “VOC.” As of March 20, 2025, the 17,000,000 units outstanding were held by six unitholders of record.

Previous report

The Trust does not have any employees and, therefore, does not maintain any equity compensation plans.

Previous report

There were no equity securities sold by the Trust during the year ended December 31, 2023 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

Previous report

There were no purchases of Trust Units by the Trust or any affiliated purchaser during the fourth quarter of the year ended December 31, 2024.
Reworded paragraphs (11)

Previous wording

Total oil and natural gas sales. Oil and natural gas sales were $35,788,624 for the year ended December 31, 2024, a decrease of $2,944,766 or 7.6% from $38,733,390 for the year ended December 31, 2023. Revenues are a function of oil and natural gas sales prices and volumes sold. The decrease in gross proceeds was due to a decrease in oil and gas sales volumes compared to 2023 and a decrease in the market price for natural gas sales offset slightly by an increase in the market price for oil sales during 2024 compared to 2023. Oil sales volumes were 456,682 Bbls for the year ended December 31, 2024, a decrease of 38,990 Bbls or 7.9% from 495,672 Bbls for the year ended December 31, 2023, while natural gas sales volumes were 263,696 Mcf, a decrease of 34,232 Mcf from 297,928 Mcf for the year ended December 31, 2023. These oil and natural gas sales volume decreases are partially the result of severe winter storms in January 2024 that affected Kansas and Texas and resulted in curtailment of production on certain of the Underlying Properties, as discussed in the Trust’s Current Report on Form 8-K filed on January 19, 2024. The snow and ice associated with those storms disabled electrical power to the affected Underlying Properties for an extended period, rendering some properties inaccessible and generally created difficult working periods. During the year ended December 31, 2024, the average price for oil increased 1.8% to $76.66 per Bbl and the average price for natural gas decreased 37.0% to $2.95 per Mcf.

Current wording

Revenues are a function of oil and natural gas sales prices and volumes sold. The decrease in gross proceeds was due to a decrease in oil and gas sales volumes compared to 2024 and a decrease in the market price for oil sales during 2025 compared to 2024. Oil sales volumes were 440,042 Bbls for the year ended December 31, 2025, a decrease of 16,660 Bbls or 3.6% from 456,682 Bbls for the year ended December 31, 2024, while natural gas sales volumes were 237,471 Mcf, a decrease of 26,225 Mcf or 9.9% from 263,696 Mcf for the year ended December 31, 2024. During the year ended December 31, 2025, the average price for oil decreased 14.6% to $65.44 per Bbl and the average price for natural gas increased 9.0% to $3.22 per Mcf.

Previous wording

Costs. Lease operating expenses were $14,552,598 for the year ended December 31, 2024, an increase of $283,940 or 2.0% from $14,268,658 for the year ended December 31, 2023. The increase was primarily due to increases in the costs of oilfield goods and services. Production and property taxes were $1,755,415 for the year ended December 31, 2024, a decrease of $282,249 or 13.9% from $2,037,664 for the year ended December 31, 2023. The decrease is primarily due to a decrease in production taxes of $224,273 or 21.5% as a result of lower sales volumes for oil and natural gas sales along with a decrease in property taxes of $57,976 or 5.8%.

Current wording

Costs. Lease operating expenses were $14,109,579 for the year ended December 31, 2025, a decrease of $443,019 or 3.0% from $14,552,598 for the year ended December 31, 2024. The decrease was primarily due to shutting in certain wells with higher service costs. Production and property taxes were $1,781,339 for the year ended December 31, 2025, an increase of $25,924 or 1.5% from $1,755,415 for the year ended December 31, 2024. The increase is primarily due to a decrease in production taxes of $49,836 or 6.1% as a result of lower sales volumes for oil and natural gas sales offset by an increase in property taxes of $75,760 or 8.1%.

Previous wording

Development expenses were $2,452,213 for the year ended December 31, 2024, an increase of $600,042 or 32.4% from $1,852,171 for the year ended December 31, 2023. Such increase was primarily due to increased development activity during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Current wording

Development expenses were $2,892,647 for the year ended December 31, 2025, an increase of $440,434 or 18.0% from $2,452,213 for the year ended December 31, 2024. Such increase was primarily due to increased development activity during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Previous wording

Excess of revenues over direct operating expenses and lease equipment and development costs. The excess of revenues over direct operating expenses and lease equipment and development costs from the Underlying Properties was $17,028,398 for the year ended December 31, 2024, a decrease of $3,546,499 or 17.2% from $20,574,897 for the year ended December 31, 2023. The Trust’s 80% net profits interest of these totals was $13,622,718 and $16,459,918, respectively. During the years ended December 31, 2024 and 2023, VOC Brazos did not withhold or release any dollar amounts due to the Trust from previously established cash reserves for future development, maintenance or operating expenditures, which resulted in income from the net profits interest of $13,622,718 and $16,459,918, respectively, for such years. These amounts were reduced by a Trustee holdback for current estimated expenses of $1,212,718 and $1,013,888 for the years ended December 31, 2024 and 2023, respectively, and a Trustee holdback for future estimated expenses of $231,030 for the year ended December 31, 2023. The Trustee paid general and administrative expenses of $897,342 for the year ended December 31, 2024, a decrease of $167,152 from $1,064,494 for the year ended December 31, 2023. These factors resulted in distributable income for the year ended December 31, 2024 of $12,410,000, a decrease of $2,805,000 from $15,215,000 for the year ended December 31, 2023.

Current wording

Excess of revenues over direct operating expenses and lease equipment and development costs. The excess of revenues over direct operating expenses and lease equipment and development costs from the Underlying Properties was $10,774,930 for the year ended December 31, 2025, a decrease of $6,253,468 or 36.7% from $17,028,398 for the year ended December 31, 2024. The Trust’s 80% net profits interest of these totals was $8,619,944 and $13,622,718, respectively. During the years ended December 31, 2025 and 2024, VOC Brazos did not withhold or release any dollar amounts due to the Trust from previously established cash reserves for future development, maintenance or operating expenditures, which resulted in income from the net profits interest of $8,619,944 and $13,622,718, respectively, for such years. These amounts were reduced by a Trustee holdback for current estimated expenses of $1,224,944 and $1,212,718 for the years ended December 31, 2025 and 2024, respectively. The Trustee paid general and administrative expenses of $942,982 for the year ended December 31, 2025, an increase of $45,640 from $897,342 for the year ended December 31, 2024. These factors resulted in distributable income for the year ended December 31, 2025 of $7,395,000, a decrease of $5,015,000 from $12,410,000 for the year ended December 31, 2024.

Previous wording

Other than Trust administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash is for distributions to Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the net profits interest and payments from other sources (such as interest earned on any amounts reserved by the Trustee) in that quarter, over the Trust’s expenses paid for that quarter. Available funds are reduced by any cash the Trustee decides to hold as a reserve against future expenses. As of December 31, 2024, the Trustee held $1,744,677 as cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus, which includes the $1.175 million cash reserve described below, as such a reserve. The Trust paid, out of the first cash payment received by the Trust, the Trustee’s and Delaware Trustee’s legal expenses incurred in forming the Trust, in connection with the initial public offering (that were not otherwise paid by VOC Brazos) and related matters, as well as the Delaware Trustee’s acceptance fee in the amount of $5,000.

Current wording

Other than Trust administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash is for distributions to Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the net profits interest and payments from other sources (such as interest earned on any amounts reserved by the Trustee) in that quarter, over the Trust’s expenses paid for that quarter. Available funds are reduced by any cash the Trustee decides to hold as a reserve against future expenses. As of December 31, 2025, the Trustee held $2,026,639 as cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus, which includes the $1.175 million cash reserve described below, as such a reserve. The Trust paid, out of the first cash payment received by the Trust, the Trustee’s and Delaware Trustee’s legal expenses incurred in forming the Trust, in connection with the initial public offering (that were not otherwise paid by VOC Brazos) and related matters, as well as the Delaware Trustee’s acceptance fee in the amount of $5,000.

Previous wording

From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter to build an approximately $1.175 million cash reserve for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. This amount is in addition to the letter of credit in the amount of $1.7 million provided to the Trustee by VOC Brazos to protect the Trust against the risk that it does not have sufficient cash to pay future expenses. The Trustee may increase or decrease the targeted amount at any time and may increase or decrease the rate at which it withholds funds to build the cash reserve at any time, without advance notice to the Trust unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to Trust unitholders, The interest earned on this cash reserve is used to reduce the reported general and administrative expense each quarter on the statements of distributable income.

Current wording

From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter and built a $1.175 million cash reserve for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. This amount is in addition to the letter of credit in the amount of $1.7 million provided to the Trustee by VOC Brazos to protect the Trust against the risk that it does not have sufficient cash to pay future expenses. The Trustee may increase or decrease this reserve amount at any time and may increase or decrease the rate at which it withholds funds to build the cash reserve at any time, without advance notice to the Trust unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to Trust unitholders, The interest earned on this cash reserve is used to reduce the reported general and administrative expense each quarter on the statements of distributable income.

Previous wording

The Trust pays the Trustee an administrative fee of $150,000 per year. The Trust paid an annual fee to the Delaware Trustee of $2,510 per year. The Trust also incurs, either directly or as a reimbursement to the Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the Trust before distributions are made to Trust unitholders, including the $18,750 administrative services fee payable quarterly to VOC Brazos pursuant to an administrative services agreement. The Trust is also responsible for paying other expenses incurred as a result of being a publicly traded entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and Form 1099 preparation and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.

Current wording

The Trust pays the Trustee an administrative fee of $150,000 per year. The Trust paid an annual fee to the Delaware Trustee of $2,510 per year. The Trust also incurs, either directly or as a reimbursement to the Trustee, legal, accounting, tax and engineering fees, printing costs and other expenses that are deducted by the Trust before distributions are made to Trust unitholders, including the administrative services fee payable quarterly to VOC Brazos pursuant to an administrative services agreement. The Trust is also responsible for paying other expenses incurred as a result of being a publicly traded entity, including costs associated with annual and quarterly reports to Trust unitholders, tax return and Form 1099 preparation and distribution, NYSE listing fees, independent auditor fees and registrar and transfer agent fees.

Previous wording

Kansas. VOC Brazos’ historical development and workover program for the Kansas Underlying Properties has included recompleting certain existing wells, drilling infill development wells, conducting 3-D seismic surveys, completing workovers and applying new production technologies. VOC Brazos expects to incur future development expenditures for these properties through December 31, 2027 of approximately $1.1 million, of which VOC Brazos contemplates spending approximately $1.0 million to drill and complete three vertical wells. The remaining approximately $0.1 million is expected to be used for recompletions and workovers of three wells.

Current wording

Kansas. VOC Brazos’ historical development and workover program for the Kansas Underlying Properties has included recompleting certain existing wells, drilling infill development wells, conducting 3-D seismic surveys, completing workovers and applying new production technologies. VOC Brazos expects to incur future development expenditures for these properties through December 31, 2026 of approximately $1.6 million, of which VOC Brazos contemplates spending approximately $1.4 million to drill and complete four vertical wells. The remaining approximately $0.2 million is expected to be used for recompletions and workovers of three wells.

Previous wording

Texas. VOC Brazos’ historical development and workover program for the Texas Underlying Properties has included recompleting certain existing wells, drilling infill development wells, completing workovers and applying new production technologies. In particular, since 2003, through its ownership in the Kurten Woodbine Unit, VOC Brazos has pursued operational, strategic and technological initiatives to economically produce and sell hydrocarbons from the Woodbine Interval, also commonly referred to as the Eaglebine formation, which is the correlative interval defined as encompassing all depths from the base of the Austin Chalk to the top of the Buda formation. VOC Brazos has: (a) operated approximately 100 primary and secondary recovery vertical wells in various Woodbine sands, (b) drilled, completed and operated 13 horizontal wells primarily from, but not limited to, the Woodbine C sand, (c) conducted geologic evaluations, including 3-D seismic data acquisition and analysis, of the source shale present throughout the Woodbine Interval, and (d) most recently, pursued development of the lower depths of the source shale present throughout the Woodbine Interval, defined as the Lower Woodbine Organic Shale (“LWOS”).

Current wording

​ encompassing all depths from the base of the Austin Chalk to the top of the Buda formation. VOC Brazos has: (a) operated approximately 100 primary and secondary recovery vertical wells in various Woodbine sands, (b) drilled, completed and operated 13 horizontal wells primarily from, but not limited to, the Woodbine C sand, (c) conducted geologic evaluations, including 3-D seismic data acquisition and analysis, of the source shale present throughout the Woodbine Interval, and (d) most recently, pursued development of the lower depths of the source shale present throughout the Woodbine Interval, defined as the Lower Woodbine Organic Shale (“LWOS”).

Previous wording

VOC Brazos expects to incur future development expenditures for the Texas Underlying Properties through December 31, 2032 of approximately $34.5 million to drill and complete eight non-joint venture agreement wells, all within the Woodbine Interval of the Kurten Woodbine Unit. Additionally, VOC Brazos expects to incur approximately $0.8 million to convert 15 horizontal wells from gas lift to rod pump and workover 2 wells. The Trust will indirectly bear an 80% share of these development expenditures as described below.

Current wording

VOC Brazos expects to incur future development expenditures for the Texas Underlying Properties through December 31, 2032 of approximately $34.5 million to drill and complete eight non-joint venture agreement wells, all within the Woodbine Interval of the Kurten Woodbine Unit. Additionally, VOC Brazos expects to incur approximately $0.6 million to convert 12 horizontal wells from gas lift to rod pump. The Trust will indirectly bear an 80% share of these development expenditures as described below.

Previous wording

VOC Brazos, as the designated operator of the Underlying Properties, is entitled to make all determinations related to capital expenditures with respect to the Underlying Properties, and there are no limitations on the amount of capital expenditures that VOC Brazos may incur with respect to the Underlying Properties. VOC Brazos is required under the Conveyance to use commercially reasonable efforts to cause the operators of the Underlying Properties to operate these properties as would a reasonably prudent operator acting with respect to its own properties (without regard to the existence of the net profits interest). As the Trust unitholders would not be expected to fully realize the benefits of capital expenditures made with respect to the Underlying Properties towards the end of the term of the Trust, during each twelve-month period beginning on the later to occur of (1) December 31, 2027 and (2) the time when 9.8 MMBoe have been produced from the Underlying Properties and sold (which is the equivalent of 7.8 MMBoe in respect of the

Current wording

VOC Brazos, as the designated operator of the Underlying Properties, is entitled to make all determinations related to capital expenditures with respect to the Underlying Properties, and there are no limitations on the amount of capital expenditures that VOC Brazos may incur with respect to the Underlying
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations.

Current report — wording carried from elsewhere

Texas. VOC Brazos’ historical development and workover program for the Texas Underlying Properties has included recompleting certain existing wells, drilling infill development wells, completing workovers and applying new production technologies. In particular, since 2003, through its ownership in the Kurten Woodbine Unit, VOC Brazos has pursued operational, strategic and technological initiatives to economically produce and sell hydrocarbons from the Woodbine Interval, also commonly referred to as the Eaglebine formation, which is the correlative interval defined as
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Each quarter, the Trustee determines the amount of funds available for distribution to the Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the net profits interest and other sources (such as interest earned on any amounts reserved by the Trustee) that quarter, over the Trust’s expenses for that quarter. Available funds are reduced by any cash that the Trustee decides to hold as a reserve against future expenses. Quarterly cash distributions during the term of the Trust are made by the Trustee on or before the 45th day following the end of each quarter to the Trust unitholders of record on the 30th day following the end of each quarter (or the next succeeding business day).

Previous report — wording carried elsewhere

Trustee’s Discussion and Analysis of Financial Condition and Results of Operations.