MESA ROYALTY TRUST/TX
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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TABLE OF CONTENTS
| · · · Page · | |||||||
|---|---|---|---|---|---|---|---|
| PART I | | | | | | | |
| Item 1. Business | | | | | 1 | | |
| Item 1A. Risk Factors | | | | | 15 | | |
| Item 1B. Unresolved Staff Comments | | | | | 24 | | |
| Item 1C. Cybersecurity | | | | | 25 | | |
| Item 2. Properties | | | | | 26 | | |
| Item 3. Legal Proceedings | | | | | 26 | | |
| Item 4. Mine Safety Disclosures | | | | | 27 | | |
| PART II | | | | | | | |
| Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities | | | | | 28 | | |
| Item 6. [Reserved] | | | | | 28 | | |
| Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations | | | | | 28 | | |
| Summary of Royalty Income, Production, Prices and Costs (Unaudited) | | | | | 30 | | |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | | | | 35 | | |
| Item 8. Financial Statements and Supplementary Data | | | | | 38 | | |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | | | 50 | | |
| Item 9A. Controls and Procedures | | | | | 50 | | |
| Item 9B. Other Information | | | | | 51 | | |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | | | 51 | | |
| PART III | | | | | | | |
| Item 10. Directors, Executive Officers and Corporate Governance | | | | | 52 | | |
| Item 11. Executive Compensation | | | | | 52 | | |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters | | | | | 52 | | |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | | | | | 53 | | |
| Item 14. Principal Accounting Fees and Services | | | | | 53 | | |
| PART IV | | | | | | | |
| Item 15. Exhibits and Financial Statement Schedules | | | | | 54 | | |
| SIGNATURES | | | | | 56 | | |
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Form 10-K”) includes “forward-looking statements” about Mesa Royalty Trust (the “Trust”) and other matters discussed herein that are subject to risks and uncertainties that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this document, including, without limitation, statements under “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations,” including the Trust’s or any Working Interest Owner’s (as defined in “Item 1 — Description of the Trust”) future financial position, status in any insolvency proceeding, business strategy, budgets, projected costs, political and regulatory matters, such as tax and environmental policy, climate regulations, expected market conditions and commodity pricing, interest rates, prices received by Working Interest Owners, plans and objectives, oil and natural gas prices, information relating to future distributions, statements regarding reconciliation and adjustment of estimated versus actual revenue and expense amounts, statements pertaining
i to future exploration and development activities and costs, estimates regarding production costs and expenses, estimates of cash flows, statements regarding the number of wells to be drilled and producing in future periods, and estimates regarding production and reserves, are forward-looking statements. Actual outcomes and results, which are substantially all outside of the Trust’s control, may differ materially from those projected. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “future,” “believe,” “expect,” “anticipate,” “potential,” “possibly,” “could,” “may,” “can,” “foresee,” “plan,” “goal,” “forecast,” “assume,” “target,” “should,” “intend” or other words that convey the uncertainty of future events or outcomes. These statements are based on certain assumptions made by the Trust in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Trustee believes are appropriate under the circumstances. The Trustee (as defined herein) relies on the Working Interest Owners for information regarding the Subject Interests (as defined in “Description of the Trust” under Item 1), the Royalty (as defined in “Description of the Trust” under Item 1), and the Working Interest Owners themselves.
Although the information provided by the Working Interest Owners provides a reasonable basis for the forward-looking statements contained herein, no assurance can be given that such expectations will prove to be correct. The Working Interest Owners alone control historical operating data, and handle receipt and payment of funds relating to the Royalty Properties and payments to the Trust for the related royalty. The Trustee cannot assure that errors or adjustments or expenses accrued by the Working Interest Owners, whether historical or future, will not affect future Royalty income and distributions by the Trust. However, whether actual results and developments will conform with such expectations and predictions is subject to a number of risks and uncertainties, including the risk factors discussed in this Form 10-K, and those set forth from time to time in the Trust’s filings with the Securities and Exchange Commission (the “SEC”), which could affect the future results of the energy industry in general, and the Trust and Working Interest Owners in particular, and could cause those results to differ materially from those expressed in such forward-looking statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Working Interest Owners’ businesses and the Trust. Such statements are expressly qualified in their entirety by the risks and other factors discussed and are not guarantees of future performance. Actual results or developments may differ materially from those projected in such forward-looking statements. The Trust undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable law.
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