HGTXU 8-K
Hugoton Royalty Trust (HGTXU)
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): July 21, 2026 |
HUGOTON ROYALTY TRUST
(Exact name of registrant as specified in its charter)
Texas |
001-10476 |
58-6379215 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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Argent Trust Company Trustee 3838 Oak Lawn Ave, Suite 1720 |
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Dallas, Texas |
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75219-4518 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (855) 588-7839 |
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(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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Trading Symbol(s) |
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Units of Beneficial Interest |
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HGTXU |
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OTCPK |
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 2.02 Results of Operations and Financial Condition.
On July 21, 2026, the Registrant issued a news release that it will not declare a monthly cash distribution and a change in the exchange on which trust units trade for the month of July 2026. A copy of the news release is furnished as Exhibit 99.1.
The information in this Current Report, including the news release attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits.
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Exhibit 99.1 |
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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.
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HUGOTON ROYALTY TRUST |
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By: |
ARGENT TRUST COMPANY, TRUSTEE |
Date: |
July 21, 2026 |
By: |
/s/ NANCY WILLIS |
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Nancy Willis |
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Director of Royalty Trust Services |
Hugoton Royalty Trust
HUGOTON ROYALTY TRUST DECLARES NO JULY CASH DISTRIBUTION;
CHANGE IN TRADING EXCHANGE
Dallas, Texas, July 21, 2026 – Argent Trust Company, as Trustee of the Hugoton Royalty Trust (the “Trust”) (OTCPK: HGTXU) announced today there would not be a cash distribution to the holders of its units of beneficial interest for May 2026 due to the excess cost positions on all three of the Trust’s conveyances of net profits interests. The Trust’s cash reserve was decreased by $1,000 for the payment of Trust expenses. To the extent any net profits income is received in future months, the Trustee anticipates replenishing the cash reserve prior to declaring any future distributions to unitholders. Replenishment of the cash reserve may include any increase in the cash reserve total, as determined by the Trustee. Based on the current excess costs, the Trustee does not foresee any distributions in the near term.
Trust Liquidity
As previously disclosed, accumulated excess costs for the Kansas, Oklahoma, and Wyoming conveyances have resulted in insufficient net proceeds to the Trust which have resulted in no unitholder distributions since July 2023, and a reduction in the Trust’s expense reserve. These conditions raise substantial doubt about the Trust’s ability to continue as a going concern as the Trust does not have sufficient cash to meet its obligations during the one-year period after the dates that the year-end financial statements are issued. Factors attributable to the cash shortage are primarily lower oil and natural gas prices, development costs, the two advance distributions totaling $1,000,000, and the previously disclosed excess cost positions on the Kansas, Oklahoma, and Wyoming conveyances.
The Trustee has curtailed spending as much as possible by deferring or eliminating unnecessary expenses, including the Trustee fee, which has been deferred since April 2024. This does not mitigate the fact that there are dwindling funds, and the Trust may have to take drastic measures to continue to exist or alternatively may have to terminate. The Trustee has sought sources of financing but currently believes that financing in an amount sufficient to satisfy the Trust’s long-term liquidity needs is unlikely to be a viable option for the Trust moving forward. As a result, the Trustee has reviewed and intends to continue to review options for the Trust, which may include alternatives to continuing as a going concern, such as seeking to terminate the Trust or marketing the Trust’s interest (which are net profits interests burdened by excess costs) for a potential sale. The Trustee has reached out to potential third parties regarding interest in the Trust’s assets, but no interest resulted from such discussions. As a result, the Trustee believes that a potential sale of the Trust’s assets may be unlikely in the near term, however it will continue to consider any and all viable options. Even if a sale of the Trust assets was to occur, there is no assurance that the proceeds would result in funds to distribute to unitholders after all financial obligations of the Trust are met. Any material sale of assets and/or termination of the Trust requires unitholder approval by at least 80 percent of all outstanding units.
Hugoton Royalty Trust
SEC Filings and Exchange Status
On May 15, 2026, the Trust filed a Form 12b-25 stating that it would be unable to file the quarterly report on Form 10-Q for the quarter ended March 31, 2026, because it is not currently seeking engagement of a new independent registered public accounting firm, due to cash constraints. Since the Trust is not able to continue to make SEC filings, provide reporting to unitholders, or provide audited financial statements or third-party reserve reports, the unitholders and potential investors may have limited or no information on which to base investment decisions, which could have a negative impact on the market price for the Trust units. The Trust was notified that on July 17,2026, the Trust units had been removed from the OTCQB and are now trading on the Expert Market on an unsolicited quotes only basis. If the Trust is unable to continue as a going concern, unitholders could incur significant losses on their investment in the Trust or lose their entire investment in the Trust altogether.
The following table shows underlying gas and oil sales and average prices attributable to the net overriding royalty for both the current month and prior month. Underlying gas and oil sales volumes attributable to the current month were primarily produced in April.
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Underlying |
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Volumes (a) |
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Average Price |
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Gas |
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Oil |
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Gas |
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Oil |
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Current Month Dist |
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666,000 |
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14,000 |
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$ |
3.06 |
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$ |
93.52 |
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Prior Month Dist |
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669,000 |
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17,000 |
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$ |
3.30 |
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$ |
80.55 |
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(a) Sales volumes are recorded in the month the Trust receives the related net profits |
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Mach Natural Resources (“Mach”) has advised the Trustee that development costs in the amount of $232,000, production expense of $1,654,000 and overhead of $903,000 in determining the royalty calculation for the Trust for the current month.
Excess Costs
Mach has advised the Trustee that excess costs increased by $27,000 on properties underlying the Kansas net profits interests. Underlying cumulative excess costs remaining on the Kansas net profits interests total $3,237,000 including accrued interest of $386,000.
Mach has advised the Trustee that $211,000 in excess costs was recovered on properties underlying the Oklahoma net profits interests. Underlying cumulative excess costs remaining on the Oklahoma net profits interests total $14,044,000, including accrued interest of $1,306,000.
Hugoton Royalty Trust
Mach has advised the Trustee that excess costs increased by $541,000 on properties underlying the Wyoming net profits interests. Underlying cumulative excess costs remaining on the Wyoming net profits interests total $12,188,000, including accrued interest of $1,515,000.
Cumulative excess costs balances above do not include advance distributions made to the Trust by XTO Energy totaling $1,000,000 (net to the Trust), that can be treated as a production cost, except that the advances can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that Mach shall only be entitled to withhold distributions of net proceeds as recoupment to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash.
For more information on the Trust, including the annual tax information, distribution amounts, and historical press releases, please visit our website at www.hgt-hugoton.com.
Statements made in this press release regarding future events or conditions are forward looking statements. Actual future results, including development costs and timing, future net profits (if any), recoupment of excess costs, ability to make future filings with the Securities and Exchange Commission and continued listing on the OTCQB could differ materially due to changes in natural gas and oil prices and other economic conditions affecting the gas and oil industry and other factors described in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2025.
Contact: |
Nancy Willis Director of Royalty Trust Services Argent Trust Company, Trustee 855-588-7839
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