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PERMIAN BASIN ROYALTY TRUST

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

View on SEC.gov

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 27, 2026

PBT$28.93+1.5%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-14.

0000950170-25-039308

Item 1A. Risk Factors

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-27.

0001193125-26-128561

Item 1A. Risk Factors

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 71 previous paragraphs and 75 current paragraphs.

56 unchanged; 14 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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 (5)

Current report

Proposed actions by certain Unit holders may have the effect of converting the Trust into a different type of investment, terminating the Trust, and/or permitting other changes to the Trust to occur that may not be acceptable to all Unit holders.

Current report

SoftVest, L.P., a Unit holder of the Trust, has a petition pending in District Court in Tarrant County, Texas, seeking to judicially modify the Trust indenture to eliminate certain supermajority voting requirements and prohibited amendments to the indenture. If SoftVest, L.P.’s petition is successful, the effect of such modification would be that any provision of the indenture could be amended by a majority in interest of Unit holders constituting a quorum at a meeting of Unit holders where a quorum is present. While providing greater flexibility to make changes that a majority of Units represented at a meeting are in support of, such a modification could have the result of permitting changes to be made to the Trust that holders of a majority of all outstanding Units are not actually in favor of. SoftVest has stated in documents filed with the SEC that if the judicial modification is successful, it believes the Trust should be converted into a publicly traded corporation or limited liability company to be effected by means of (a) the transfer of the Trust’s assets to a newly-formed corporation or limited liability company (“Newco”), (b) the subsequent distribution of Newco’s equity interests to Unit holders and (c) the termination of the Trust. SoftVest has stated that the proposed conversion would terminate the Trust’s status as a fixed investment trust that is taxed as a grantor trust for federal income tax purposes, and that Newco would be subject to tax at the entity level if it is a corporation (unlike a grantor trust that is not subject to tax at the Trust level). SoftVest also noted that Newco could be a limited liability company treated as a partnership for federal income tax purposes, which would not be subject to tax at the entity level. Any modifications to the Trust’s classification for federal (and applicable state and local) income tax purposes would result in additional costs incurred by the Trust to implement and maintain new reporting procedures, which could result in reduced distributions to Unit holders. Additionally, other changes could be made to the Trust indenture that currently require a supermajority vote, or are prohibited, including ceasing distributions, distributing the Royalties in kind, altering the rights of Unit holders vis-à-vis each other, changing the purpose of the Trust, selling the assets of the Trust, or terminating the Trust. Any or all of these changes may not be acceptable to all Unit holders.

Current report

From a global perspective, the International Energy Agency (“IEA”) observed in its World Energy Outlook 2025 that global electricity demand continued to grow in 2024 and all energy sources, including renewable power and each of the fossil fuels, grew to meet that demand, which stemmed from emerging market and developing economies. Renewable power generation constituted 70% of the energy sources that met that demand and renewables grow faster than any other energy source in each of the IEA World Outlook current policies, stated policies, net zero emissions by 2050, and accelerating clean cooking and electricity services scenarios. The IEA notes the uncertainty in the energy sector related to global policy and trade and the value of energy supply diversification and supply chain resilience, particularly in light of increased geopolitical competition and conflict. In the last year, the U.S. has diminished its backing of wind, solar and electric vehicles, and increased its support of domestic fossil fuels and nuclear energy. Further, while the IEA noted an increase in the number of countries adopting renewable energy policies and energy performance standards, including vehicle fuel economy standards and energy performance standards for appliances and industrial motors, in the 2010s, those adoptions have somewhat flattened during the 2020s. The IEA also indicates momentum for national and international efforts to reduce emissions appears to have slowed. With the increase in geopolitical uncertainty and current energy market volatility, countries feeling vulnerable are increasingly focusing on enhancing their energy security policies, such as emergency stock oil requirements. The adoption and implementation of any international, federal, or state GHG-emission reduction commitments, legislation or regulations or other restrictions or imposition of taxes, fees, or limits on emissions of GHGs could result in increased development, operation, and compliance costs, additional operating restrictions on the Underlying Properties, and additional regulatory burdens, and thus decrease revenue to the Trust.

Current report

The Units may lose value and cash available for distribution may be reduced as a result of title deficiencies with respect to the Royalty Properties.

Current report

The existence of a title deficiency with respect to any of the Royalty Properties could reduce the value or render a property worthless, thus adversely affecting the distributions to Unit holders. An operator’s inability or failure to cure title defects could cause the operator to lose its rights to some or all production from some of the Royalty Properties, which could result in a reduction in proceeds available for distribution to Unit holders and the value of the Units may be reduced.
Removed paragraphs (1)

Previous report

The International Energy Agency (“IEA”) estimates in its World Energy Outlook 2024 that growth in global energy demand is expected to slow due to efficiency improvements, electrification, and quick expansion of renewables. In addition, the IEA predicts that oil and natural gas, along with coal, are each expected to reach their high point in global energy supply before 2030, with their combined percentage of global energy supply expected to drop below eighty percent (80%) before that time. In addition, the growth in demand for fossil fuels could be tempered and decrease further if the growth of China’s economy slows and investment in clean and efficient energy by it, as well as other high-energy-demand growth areas, such as India, Southeast Asia, and Africa, continues.
Reworded paragraphs (14)

Previous wording

The Trust’s income and monthly distributions are heavily influenced by commodity prices. Commodity prices may fluctuate widely in response to (i) relatively minor changes in the supply of and demand for oil and natural gas, (ii) market uncertainty and (iii) a variety of additional factors that are beyond the Trustee’s control. As of February 24, 2025, the price of oil was $71.06 per barrel and the price of natural gas was $3.86 per Mcf. Factors that may impact future commodity prices, including the price of oil and natural gas, include but are not limited to:

Current wording

The Trust’s income and monthly distributions are heavily influenced by commodity prices. Commodity prices may fluctuate widely in response to (i) relatively minor changes in the supply of and demand for oil and natural gas, (ii) market uncertainty and (iii) a variety of additional factors that are beyond the Trustee’s control. As of March 16, 2026, the price of oil was $93.39 per barrel and the price of natural gas was $3.03 per million British thermal units (“MMBtu”). Factors that may impact future commodity prices, including the price of oil and natural gas, include but are not limited to:

Previous wording

political conditions in major oil producing regions, including the conflicts in Eastern Europe and the Middle East;

Current wording

political conditions in major oil producing regions, including the conflicts in Eastern Europe, the Middle East, and South America;

Previous wording

the price and availability of alternative fuels;

Current wording

the price and availability of and purchaser or consumer preference for alternative fuels;

Previous wording

the effect of worldwide energy conservation measures; and

Current wording

the effect of worldwide energy conservation measures and governmental policies and regulatory incentives for investments in non-fossil fuel energy sources; and

Previous wording

The Trustee has requested information regarding future development and capital expenditures from Blackbeard for fiscal year 2025 but Blackbeard has refused to provide any forward looking information despite having provided this information in previous years. In contrast to previous years, the reserve estimates as of December 31, 2024 exclude all proved undeveloped reserves ("PUDs") as a result of Blackbeard's refusal to provide such information. SEC rules, subject to limited exceptions, permit PUDs to be disclosed only if they related to wells scheduled to be drilled within five years after the date of disclosure. Without a development plan reflecting development of wells, the Trust cannot disclose PUDs from the Waddell Ranch properties. In 2023, the proved undeveloped reserves constituted 48.3% of the total proved reserves for the Waddell Ranch properties and 38% of the total proved reserves for the Trust.

Current wording

Blackbeard does not provide any forward looking information regarding future-development and capital expenditures such that the reserve estimates as of December 31, 2024 and forward exclude all proved undeveloped reserves ("PUDs"). SEC rules, subject to limited exceptions, permit PUDs to be disclosed only if they relate to wells scheduled to be drilled within five years after the date of disclosure. Without a development plan reflecting development of wells, the Trust cannot disclose PUDs from the Waddell Ranch properties.

Previous wording

There are operational risks and hazards associated with the production and transportation of crude oil and natural gas, including without limitation natural disasters, blowouts, explosions, fires, leakage of crude oil or natural gas, releases of other hazardous materials, mechanical failures, cratering, and pollution. Any of these or similar occurrences could result in the interruption or cessation of operations, personal injury or loss of life, property damage, damage to productive formations or equipment, damage to the environment or natural resources, or cleanup obligations. The operation of oil and gas properties is also subject to various laws and regulations. Non-compliance with such laws and regulations could subject the operator to additional costs, sanctions or liabilities. The uninsured costs resulting from any of these or similar occurrences could be deducted as a cost of production in calculating the net proceeds payable to the Trust and would therefore reduce Trust distributions by the amount of such uninsured costs.

Current wording

There are operational risks and hazards associated with the production and transportation of crude oil and natural gas, including without limitation natural disasters, blowouts, explosions, fires, leakage of crude oil or natural gas, releases of other hazardous materials, mechanical failures, cratering, and pollution. Any of these or similar occurrences could result in the interruption or cessation of operations, personal injury or loss of life, property damage, damage to productive formations or equipment, damage to the environment or natural resources, or cleanup or remediation obligations. The operation of oil and gas properties is also subject to various laws and regulations. Non-compliance with such laws and regulations could subject the operator to additional costs, sanctions or liabilities. The uninsured costs resulting from any of these or similar occurrences could be deducted as a cost of production in calculating the net proceeds payable to the Trust and would therefore reduce Trust distributions by the amount of such uninsured costs.

Previous wording

As of December 31, 2023, oil and gas production from the Waddell Ranch properties was processed through two facilities. Blackbeard has refused to verify if this information is still accurate as of December 31, 2024. Should this number still be accurate, the limited number of gas processing facilities for the Waddell Ranch properties may impact future distributions from those properties as they may be particularly susceptible to such operational risks and hazards. A partial or complete shut down of operations at that facility could disrupt the flow of royalty payments to the Trust and, accordingly, the Trust’s distributions to its Unit holders. In addition, although Blackbeard is the current operator of record of the properties burdened by the Waddell Ranch overriding royalty interests, none of the Trustee, the Unit holders or Blackbeard, as the current operator, has an operating interest in the properties burdened by the Texas Royalty properties’ (as defined herein) overriding royalty interests. As a result, these parties are not in a position to eliminate or mitigate the above or similar occurrences with respect to such properties and may not become aware of such occurrences prior to any reduction in Trust distributions which may result therefrom.

Current wording

As of December 31, 2023, oil and gas production from the Waddell Ranch properties was processed through two facilities. Blackbeard has refused to verify if this information is still accurate as of December 31, 2024 and 2025. Should this number still be accurate, the limited number of gas processing facilities for the Waddell Ranch properties may impact future distributions from those properties as they may be particularly susceptible to operational risks and hazards. For example, a partial or complete shut down of operations at that facility could disrupt the flow of royalty payments to the Trust and, accordingly, the Trust’s distributions to its Unit holders. In addition, although Blackbeard is the current operator of record of the properties burdened by the Waddell Ranch overriding royalty interests, none of the Trustee, the Unit holders or Blackbeard, as the current operator, has an operating interest in the properties burdened by the Texas Royalty properties’ (as defined herein) overriding royalty interests. As a result, these parties are not in a position to eliminate or mitigate the above or similar occurrences with respect to such properties and may not become aware of such occurrences prior to any reduction in Trust distributions which may result therefrom.

Previous wording

Finally, it should be noted that, recently, concerns about the potential effects of climate change have resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. These concerns have also led to the oil and gas industry facing growing demand for corporate transparency and a demonstrated commitment to sustainability goals. Furthermore, in March 2024 the U.S. Securities and Exchange Commission (“SEC”) adopted rule amendments that would require public companies to disclose certain climate-related information in their public filings. The new rules also required certain disclosure requirements related to severe weather events and other natural conditions in a company's audited financial statements. However, the SEC stayed implementation of the rules until legal challenges to the rules could be resolved, and following installation of the second Trump presidential administration, is reassessing its position in the litigation. Environmental, social, and governance (“ESG”) goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have also become an increasing focus of investors and shareholders across the industry. While reporting on ESG metrics remains voluntary, access to capital and investors is likely to favor companies with robust ESG programs in place. Ultimately, these initiatives could make it more difficult for companies, including the companies that operate the Underlying Properties, to secure funding for exploration and production activities.

Current wording

It should be noted that, recently, concerns about the potential effects of climate change have resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. These concerns have also led to the oil and gas industry facing growing demand for corporate transparency and a demonstrated commitment to sustainability goals. Furthermore, in March 2024 the U.S. Securities and Exchange Commission (“SEC”) adopted rule amendments that would require public companies to disclose certain climate-related information in their public filings. The new rules also required certain disclosure requirements related to severe weather events and other natural conditions in a company's audited financial statements. However, the SEC stayed implementation of the rules until legal challenges to the rules could be resolved, and following installation of the second Trump presidential administration, is reassessing its position in the litigation. Accordingly, the SEC rules have not yet gone into effect. Environmental, social, and governance (“ESG”) goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have also become an increasing focus of investors and shareholders across the industry. While reporting on ESG metrics remains voluntary in the U.S., access to capital and investors is likely to favor companies with robust ESG programs in place. If participation in these initiatives becomes more common across the industry or if the rulemakings are ultimately reinstated or amended to require ESG-related disclosures, they could increase operational costs and make it more difficult for companies, including the companies that operate the Underlying Properties, to secure funding for exploration and production activities.

Previous wording

Terrorism, continued hostilities in Eastern Europe and the Middle East, or other military campaigns could decrease Trust distributions or the market price of the Units.

Current wording

Terrorism, continued hostilities in Eastern Europe, the Middle East, and South America or other military campaigns could decrease Trust distributions or the market price of the Units.

Previous wording

Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as military or other actions taken in response, cause instability in the global financial and energy markets. Terrorism, continued hostilities in Eastern Europe and the Middle East, or other sustained military campaigns could adversely affect Trust distributions or the market price of the Units in unpredictable ways, including through the disruption of fuel supplies and markets, increased volatility in crude oil and natural gas prices, or the possibility that the infrastructure on which the operators developing the Underlying Properties rely could be a direct target or an indirect casualty of an act of terror.

Current wording

Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as military or other actions taken in response, cause instability in the global financial and energy markets. Terrorism, continued hostilities in Eastern Europe, the Middle East, or South America or other sustained military campaigns could adversely affect Trust distributions or the market price of the Units in unpredictable ways, including through the disruption of fuel supplies and markets, increased volatility in crude oil and natural gas prices, or the possibility that the infrastructure on which the operators developing the Underlying Properties rely could be a direct target or an indirect casualty of an act of terror.

Previous wording

Changes in the information historically made available to the Trustee by Blackbeard has delayed and may continue to delay Trust distributions

Current wording

Changes in the information historically made available to the Trustee by Blackbeard has delayed and will continue to delay Trust distributions

Previous wording

Since May 2024, Blackbeard has refused to provide the Trustee information necessary to calculate the monthly net proceeds from the Waddell Ranch properties by the NYSE notification date for each monthly distribution, notwithstanding Blackbeard’s historical practice of providing such information and requests from the Trustee to Blackbeard for such information. As a result, distribution of net proceeds from the Waddell Ranch properties each month has been delayed by a month from the time such proceeds have historically been distributed to unitholders. In response to the Trust’s lawsuit against Blackbeard in the District Court of Tarrant County Texas, Blackbeard has filed a counterclaim asking the court to limit the information it provides to the Trust to quarterly statements of the net proceeds computation and inspection of books and record during normal business hours. If Blackbeard continues to limit the information provided to the Trustee, distributions to unitholders of net proceeds from the Waddell Ranch properties will likely continue to be delayed.

Current wording

Since May 2024, Blackbeard has provided the Trustee information necessary to calculate the monthly net proceeds from the Waddell Ranch properties after the NYSE notification date for each monthly distribution. As a result, distribution of net proceeds from the Waddell Ranch properties each month has been delayed by a month such that distribution and reporting of distributions will remain one month in arrears.

Previous wording

U.S. federal tax reform legislation known as the Tax Cuts and Jobs Act (the “TCJA”) was enacted December 22, 2017, and made significant changes to the federal income tax rules applicable to both individuals and entities, including changes to the effective tax rate on a Unit holder’s allocable share of certain income from the Trust. The TCJA is complex, thus, Unit holders should consult their tax advisor regarding the TCJA and its effect on an investment in Trust Units.

Current wording

U.S. federal tax reform legislation known as the Tax Cuts and Jobs Act (the “TCJA”) was enacted December 22, 2017, and made significant changes to the federal income tax rules applicable to both individuals and entities, including changes to the effective tax rate on a Unit holder’s allocable share of certain income from the Trust. Additionally, the One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025 and, among other items, made permanent, extended or modified certain provisions under the TCJA. The TCJA and OBBA are complex, thus, Unit holders should consult their tax advisor regarding the TCJA and OBBA and their effect on an investment in Trust Units.

Previous wording

Any modification to the U.S. federal income tax laws or interpretations thereof (including administrative guidance relating to the TCJA) may be applied retroactively and could adversely affect the Trust’s business, financial condition or results of operations. The Trust is unable to predict whether any changes or other proposals will ultimately be enacted, or whether any adverse interpretations will be issued. Any such changes or interpretations could negatively impact the value of an investment in the Trust Units.

Current wording

Any modification to the U.S. federal income tax laws or interpretations thereof (including administrative guidance relating to the TCJA or OBBA) may be applied retroactively and could adversely affect the Trust’s business, financial condition or results of operations. The Trust is unable to predict whether any changes or other proposals will ultimately be enacted, or whether any adverse interpretations will be issued. Any such changes or interpretations could negatively impact the value of an investment in the Trust Units.