Permian Basin Royalty Trust 10-Q, filed Aug 13, 2026
Permian Basin Royalty Trust (PBT)
About this 10-Q
Permian Basin Royalty Trust filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period to________
Commission File Number: 001-08033
PERMIAN BASIN ROYALTY TRUST
(Exact name of registrant as Specified in the Permian Basin Trust Indenture)
Texas |
75-6280532 |
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
Argent Trust Company 3838 Oak Lawn Ave, Suite 1720 Dallas, Texas 75219 |
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(Address of Principal Executive Offices; Zip Code) |
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(855) 588-7839
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Title of each class |
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Units of Beneficial Interest |
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PBT |
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New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒
Number of units of beneficial interest outstanding at August 13, 2026: 46,608,796
PERMIAN BASIN ROYALTY TRUST
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed interim financial statements included herein have been prepared by Argent Trust Company as Trustee for the Permian Basin Royalty Trust (the “Trust”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to such rules and regulations, although the Trustee believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed interim financial statements and notes thereto be read in conjunction with the financial statements and the notes thereto included in the Trust’s latest annual report on Form 10-K. In the opinion of the Trustee, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the assets, liabilities and trust corpus of the Trust as of June 30, 2026, and the distributable income and the changes in trust corpus for the three and six months ended June 30, 2026 and 2025, have been included. The distributable income for such interim periods is not necessarily indicative of the distributable income for the full year. Unless specified otherwise, all amounts included herein are presented in US dollars.
2
PERMIAN BASIN ROYALTY TRUST
CONDENSED INTERIM STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
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June 30, |
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December 31, |
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ASSETS |
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Cash and short-term investments |
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$ |
2,249,988 |
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$ |
1,715,167 |
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Net overriding royalty interests in producing oil and gas properties (net of accumulated |
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161,721 |
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|
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162,566 |
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TOTAL ASSETS |
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$ |
2,411,709 |
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$ |
1,877,733 |
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LIABILITIES AND TRUST CORPUS |
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Distribution payable to Unitholders |
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$ |
1,149,988 |
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$ |
615,167 |
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Commitments and reserves for contingencies (Note 7) |
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1,100,000 |
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|
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1,100,000 |
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Total Liabilities |
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$ |
2,249,988 |
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$ |
1,715,167 |
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Trust corpus – 46,608,796 Units of beneficial interest authorized and outstanding |
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|
161,721 |
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|
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162,566 |
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TOTAL LIABILITIES AND TRUST CORPUS |
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$ |
2,411,709 |
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$ |
1,877,733 |
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The accompanying notes are an integral part of these condensed interim financial statements.
3
PERMIAN BASIN ROYALTY TRUST
CONDENSED INTERIM STATEMENTS OF DISTRIBUTABLE INCOME (UNAUDITED)
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Three Months Ended |
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Three Months Ended |
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Royalty income |
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$ |
4,158,812 |
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$ |
3,089,889 |
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Interest income |
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16,319 |
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15,751 |
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Total Income |
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4,175,131 |
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3,105,640 |
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General and administrative expenditures |
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(304,569 |
) |
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(708,385 |
) |
Distributable income |
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$ |
3,870,562 |
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$ |
2,397,255 |
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Distributable income per Unit (46,608,796 Units outstanding) |
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$ |
0.08 |
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$ |
0.05 |
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Six Months Ended |
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Six Months Ended |
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Royalty income |
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$ |
7,709,894 |
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$ |
6,144,586 |
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Interest income |
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33,195 |
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32,274 |
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Total Income |
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7,743,089 |
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6,176,860 |
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General and administrative expenditures |
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(845,726 |
) |
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(1,183,393 |
) |
Distributable income |
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$ |
6,897,363 |
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$ |
4,993,467 |
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Distributable income per Unit (46,608,796 Units outstanding) |
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$ |
0.15 |
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$ |
0.11 |
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The accompanying notes are an integral part of these condensed interim financial statements.
4
PERMIAN BASIN ROYALTY TRUST
CONDENSED INTERIM STATEMENTS OF CHANGES IN TRUST CORPUS (UNAUDITED)
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Three Months Ended |
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Three Months Ended |
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Trust corpus, beginning of period |
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$ |
162,134 |
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$ |
163,765 |
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Amortization of net overriding royalty interests |
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(413 |
) |
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(643 |
) |
Distributable income |
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3,870,562 |
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|
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2,397,255 |
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Distributions declared |
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(3,870,562 |
) |
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(2,397,255 |
) |
Total Trust Corpus, end of period |
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$ |
161,721 |
|
|
$ |
163,122 |
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Distributions per Unit (46,608,796 Units outstanding) |
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$ |
0.08 |
|
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$ |
0.05 |
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|
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Six Months Ended |
|
|
Six Months Ended |
|
||
Trust corpus, beginning of period |
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$ |
162,566 |
|
|
$ |
164,407 |
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Amortization of net overriding royalty interests |
|
|
(845 |
) |
|
|
(1,285 |
) |
Distributable income |
|
|
6,897,363 |
|
|
|
4,993,467 |
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Distributions declared |
|
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(6,897,363 |
) |
|
|
(4,993,467 |
) |
Total Trust Corpus, end of period |
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$ |
161,721 |
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|
$ |
163,122 |
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Distributions per Unit (46,608,796 Units outstanding) |
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$ |
0.15 |
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|
$ |
0.11 |
|
The accompanying notes are an integral part of these condensed interim financial statements.
5
PERMIAN BASIN ROYALTY TRUST
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
The Permian Basin Royalty Trust (“Trust”) was established as of November 1, 1980. Argent Trust Company, a Tennessee chartered trust company (“Argent”) is Trustee for the Trust. The net overriding royalties conveyed to the Trust include (1) a 75% net overriding royalty in Southland Royalty Company’s fee mineral interest in the Waddell Ranch in Crane County, Texas (the “Waddell Ranch properties”) and (2) a 95% net overriding royalty carved out of Southland Royalty Company’s major producing royalty properties in Texas (the “Texas Royalty properties”). The net overriding royalty for the Texas Royalty properties is subject to the provisions of the lease agreements under which such royalties were created. The net overriding royalties above are collectively referred to as the “Royalties.”
On November 3, 1980, Units of Beneficial Interest (“Units”) in the Trust were distributed to the Trustee for the benefit of Southland Royalty Company’s shareholders of record as of November 3, 1980, who received one Unit in the Trust for each share of Southland Royalty Company common stock held. The Units are traded on the New York Stock Exchange.
Burlington Resources Oil & Gas Company LP (“BROG”), a subsidiary of ConocoPhillips, was the interest owner for the Waddell Ranch properties and Riverhill Energy Corporation (“Riverhill Energy”), formerly a wholly owned subsidiary of Riverhill Capital Corporation (“Riverhill Capital”) and formerly an affiliate of Coastal Management Corporation (“CMC”), was the interest owner for the Texas Royalty properties. In February 1997, BROG sold its interest in the Texas Royalty properties to Riverhill Energy. Riverhill Energy currently conducts all field, technical and accounting operations for the Texas Royalty properties. BROG notified the Trust that on November 1, 2019, the Waddell Ranch properties that are subject to the Net Overriding Royalty Conveyance (Permian Basin Royalty Trust-Waddell Ranch) dated November 1, 1980, were sold to Blackbeard Operating, LLC (“Blackbeard”) of Fort Worth, Texas. Blackbeard became the operator effective as of April 1, 2020.
The Trustee was advised that in the first quarter of 1998, Schlumberger Technology Corporation (“STC”) acquired all of the shares of stock of Riverhill Capital. Prior to such acquisition by STC, CMC and Riverhill Energy were wholly owned subsidiaries of Riverhill Capital. The Trustee was further advised that in connection with STC’s acquisition of Riverhill Capital, the shareholders of Riverhill Capital acquired ownership of all of the shares of stock of Riverhill Energy. Thus, the ownership in the Texas Royalty properties referenced above remained in Riverhill Energy, the stock ownership of which was acquired by the former shareholders of Riverhill Capital.
On January 9, 2014, Bank of America N.A. (as successor to The First National Bank of Fort Worth) gave notice to the holders of units (the “Unitholders”) that it would be resigning as trustee of the Trust subject to certain conditions that included the appointment of Southwest Bank as successor trustee. At a Special Meeting of Trust Unitholders, the Unitholders approved the appointment of Southwest Bank as successor trustee of the Trust once the resignation of Bank of America N.A. took effect and also approved certain amendments to the Trust Indenture. The effective date of Bank of America N.A.’s resignation and the effective date of Southwest Bank’s appointment as successor trustee was August 29, 2014. Effective October 19, 2017, Simmons First National Corporation (“SFNC”) completed its acquisition of First Texas BHC, Inc., the parent company of Southwest Bank. SFNC is the parent company of Simmons Bank. SFNC merged Southwest Bank with Simmons Bank effective February 20, 2018.
On November 4, 2021, Simmons Bank announced that it had entered into an agreement with Argent, pursuant to which Simmons Bank would be resigning as trustee of the Trust and would nominate Argent as successor trustee of the Trust. The effective date of Simmons Bank’s resignation and Argent’s appointment as successor trustee was December 30, 2022. The defined term “Trustee” as used herein shall refer to Bank of America N.A. for periods prior to August 29, 2014, shall refer to Southwest Bank for periods from August 29, 2014 through February 19, 2018, shall refer to Simmons Bank for periods from February 20, 2018 through December 29, 2022, and shall refer to Argent for periods on and after December 30, 2022.
At a hearing held May 8, 2026, a court approved amendments to the Trust Indenture proposed by a Unitholder that (1) amended Section 8.03 of the Trust Indenture to eliminate the requirement that certain amendments require approval by 75% of the outstanding Units of the Trust, and (2) deleted Section 10.01 of the Trust Indenture that sets forth certain prohibited amendments and replaced Article X of the Trust Indenture with a provision permitting amendment of any provision of the Trust Indenture by a vote of Unitholders in accordance with Article VIII (which, as amended, would permit amendment by a majority in interest of Unitholders constituting a quorum at a meeting of Unitholders where a quorum is present).
The terms of the Trust Indenture provide, among other things, that:
6
The Trustee believes such information includes all the disclosures necessary to make the information presented not misleading. The information furnished reflects all adjustments which are, in the opinion of the Trustee, necessary for a fair presentation of the results for the interim periods presented. The financial information should be read in conjunction with the financial statements and notes thereto included in the Trust's Annual Report on Form 10-K for the year ended December 31, 2025. The Trust considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Net overriding royalty interests are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If circumstances require the net overriding royalty interests to be tested for possible impairment, the Trust first compares undiscounted cash flows expected to be generated by the net overriding royalty interests to its carrying value. If the carrying value of the net overriding royalty interests is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. The fair value of the net overriding royalty interests is measured using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount.
Basis of Accounting
The condensed interim financial statements of the Trust are prepared on the following modified cash basis of accounting and are not intended to present financial position and results of operations in conformity with accounting principles generally accepted in the United States of America (“GAAP”):
The condensed interim financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in GAAP because revenues are not accrued in the month of production, expenses are recorded when paid and certain cash reserves may be established for contingencies which would not be accrued in financial statements prepared in accordance with GAAP. Amortization of the Royalties calculated on a unit-of-production basis is charged directly to trust corpus. This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Use of Estimates
The preparation of financial statements in conformity with the basis of accounting described above requires management to make estimates and assumptions that affect reported amounts of certain assets, liabilities, income and expenses as of and for the reporting periods. Actual results may differ from such estimates.
Contingencies
Contingencies related to the properties from which the royalties are carved (“Underlying Properties”) that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unitholders.
Distributable Income Per Unit
Basic distributable income per Unit is computed by dividing distributable income by the weighted average of Units outstanding. Distributable income per Unit assuming dilution is computed by dividing distributable income by the weighted average
7
number of Units and equivalent Units outstanding. The Trust had no equivalent Units outstanding for any period presented. Therefore, basic distributable income per Unit and distributable income per Unit assuming dilution are the same.
New Accounting Pronouncements
There are no new accounting pronouncements that are expected to have significant impact on the Trust’s financial statements.
The amounts to be distributed to Unitholders (“Monthly Distribution Amounts”) are determined on a monthly basis. The Monthly Distribution Amount is an amount equal to the sum of cash received by the Trustee during a calendar month attributable to the Royalties, any reduction in cash reserves and any other cash receipts of the Trust, including interest, reduced by the sum of liabilities paid and any increase in cash reserves. If the Monthly Distribution Amount for any monthly period is a negative number, then the distribution will be zero for such month. To the extent the distribution amount is a negative number, that amount will be carried forward and deducted from future monthly distributions until the cumulative distribution calculation becomes a positive number, at which time a distribution will be made. Unitholders of record will be entitled to receive the calculated Monthly Distribution Amount for each month on or before 10 business days after the monthly record date, which is generally the last business day of each calendar month.
The cash received by the Trustee consists of the amounts received by owners of the interest burdened by the Royalties from the sale of production less the sum of applicable taxes, accrued production costs, development and drilling costs, operating charges and other costs and deductions, multiplied by 75% in the case of the Waddell Ranch properties and 95% in the case of the Texas Royalty properties.
As of May 2024, Blackbeard, the operator of the Waddell Ranch properties, provides the Trustee information necessary to calculate the net proceeds during the last week of the month. In accordance with the Trust Indenture, if royalty income is received on or prior to the record date, it will be included in the following month’s distribution, rather than the current month’s distribution. As such, royalty income reporting for the Waddell Ranch properties is one month in arrears.
As a result of excess costs, there was no royalty income received from Blackbeard for the three and six months ended June 30, 2026 with the exception of the $1.125 million partial settlement payments received in each of January and April 2026. The two $1.125 million partial payments are included in “Royalty Income” on the “Condensed Interim Statements of Distributable Income for the Six Months ended June 30, 2026” (See Note 7).
If monthly costs exceed revenues for the Waddell Ranch properties or Texas Royalty properties, such excess costs must be recovered, with accrued interest, from future net proceeds and cannot reduce net proceeds from the other conveyance. The Waddell Ranch properties did not contribute to royalty income for the reporting months of October 2024 through May 2026 (due to Blackbeard’s reporting being one month in arrears), such that the Waddell Ranch properties remain in a deficit position as of June 30, 2026.
The following table summarizes excess costs activity, cumulative excess costs balance, and accrued interest to be recovered as calculated by Blackbeard.
|
Underlying Properties |
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Net to the Trust |
|
||
Cumulative excess costs remaining at 12/31/2025 |
$ |
63,867,613 |
|
$ |
47,900,709 |
|
Net excess costs (recovery) for the quarter ended 3/31/26 |
$ |
(5,229,920 |
) |
$ |
(3,922,440 |
) |
Net excess costs (recovery) for the quarter ended 6/30/26 |
|
(5,652,347 |
) |
|
(4,239,259 |
) |
Cumulative excess costs remaining at 6/30/2026 |
$ |
52,985,346 |
|
$ |
39,739,010 |
|
Accrued interest at 6/30/26 |
|
8,355,995 |
|
|
6,266,996 |
|
Total remaining to be recovered at 6/30/26 |
$ |
61,341,341 |
|
$ |
46,006,006 |
|
Interest for the activity month of March 2026 (the April reporting month for the Trust) included a $2,939,787 ($2,204,840 net to the Trust) true up for the months of November 2025 through January 2026 in addition to interest for the month of March 2026 of $440,069 ($330,051 net to the Trust).
For federal income tax purposes, the Trust constitutes a fixed investment trust that is taxed as a grantor trust. A grantor trust is not subject to federal income tax at the trust level. The Unitholders are considered for federal income tax purposes to own the Trust’s income and principal as though no trust were in existence. The income of the Trust is deemed to have been received or accrued by each Unitholder at the time such income is received or accrued by the Trust and not when distributed by the Trust. If
8
the Trust borrows funds to pay liabilities of the Trust, as contemplated in the Trust Indenture, tax-exempt Unitholders could be required to recognize unrelated business taxable income.
All revenues from the Trust are from sources within Texas, which does not impose an individual income tax. Texas imposes a franchise tax at a rate of 0.75% on gross revenues less certain deductions, as specifically set forth in the Texas franchise tax statutes. Entities subject to the Texas franchise tax generally include trusts and most other types of entities that provide limited liability protection, unless otherwise exempt. Trusts that receive at least 90% of their federal gross income from certain passive sources, including royalties from mineral properties and other non-operated mineral interest income, and do not receive more than 10% of their income from operating an active trade or business, generally are exempt from the Texas franchise tax as “passive entities.” The Trust has been and expects to continue to be exempt from Texas franchise tax as a passive entity. Because the Trust should be exempt from Texas franchise tax at the Trust level as a passive entity, each Unitholder that is a taxable entity under the Texas franchise tax generally will be required to include its portion of Trust revenues in its own Texas franchise tax computation. This revenue is sourced to Texas under provisions of the Texas Administrative Code providing that such income is sourced according to the principal place of business of the Trust, which is Texas.
Unitholders should consult their tax advisors regarding state tax requirements, if any, applicable to such Unitholder’s ownership of Units.
Blackbeard Settlement
On August 19, 2025, the Trustee on behalf of the Trust, entered into a settlement agreement and release (the “Settlement Agreement”) in connection with its lawsuit against Blackbeard. Pursuant to the lawsuit, the Trustee had sought to recover more than $9 million in damages it alleged resulted from Blackbeard’s failure to properly calculate and pay royalties due and owing to the Trust.
Pursuant to the Settlement Agreement, Blackbeard has agreed to pay the Trust $9,000,000, of which $4,500,000 was paid in September 2025, $1,125,000 was paid in each of January 2026, April 2026, and July 2026, and the remainder of which is scheduled to be paid in October 2026, if the Business Combination (as defined below) has not been approved by Unitholders and closed by such date. Pursuant to the Business Combination, the Settlement Agreement would be assigned from the Trust to PBT Land and Minerals, Inc., and then following other steps in the Business Combination, would expire. See Note 9. Subsequent Events for additional information regarding the Business Combination.
Additionally, the Settlement Agreement established the overhead rate that may be charged to the Trust and permits Blackbeard to pass through third-party charges for saltwater disposal and gathering and transportation, and charge technical labor on reservoir engineers using an agreed allocation methodology against the net overriding royalty. The parties also agreed that the Trust would not make future claims for lost volumes in the case of ordinary line loss (as defined by third party purchase agreements with purchasers). The Trust will have the option to conduct annual site audits, at its expense. The Settlement Agreement also set forth agreed reporting that Blackbeard will provide the Trustee going forward.
Contingencies
Contingencies related to the Underlying Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unitholders. The Trustee maintains an expense reserve, which as of June 30, 2026 was $1,100,000, that allows the Trustee to pay obligations of the Trust in the event there is not sufficient royalty income to pay such expenses. The Trust increased the expense reserve by $400,000 to $1,500,000 with the distribution declared on July 21, 2026.
8. TRUSTEE FEES
Trustee fees for the three month periods ending June 30, 2026 and June 30, 2025, were $22,314 and $29,136, respectively. For the six months ended June 30, 2026 and 2025, Trustee fees were $40,958 and $60,501, respectively.
9. SUBSEQUENT EVENTS
Subsequent events were evaluated through the issuance date of the condensed interim financial statements. Subsequent to June 30, 2026, the Trust declared a distribution on July 21, 2026 of $0.043566 per Unit outstanding payable on August 14, 2026 to Unitholders of record on July 31, 2026.
The Trustee maintains an expense reserve that allows the Trustee to pay obligations of the Trust in the event there is not sufficient royalty income to pay such expenses. The expense reserve was $1,100,000 as of June 30, 2026 and was increased with the distribution declared on July 21, 2026 by $400,000, such that the current balance is $1,500,000.
9
The Trustee was notified by SoftVest, L.P. (“SoftVest”), a Unitholder of the Trust, that on July 28, 2026, SoftVest and certain of its affiliates entered into a definitive Combination Agreement with Blackbeard Holdings, LLC and certain of its affiliates (“Blackbeard”) pursuant to which they propose to combine the assets of the Trust and certain oil and natural gas mineral interest and land operations owned by Blackbeard to create a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”) (the “Business Combination”). Completion of the Business Combination is subject to a vote of Trust Unitholders. SoftVest and certain other unitholders representing in excess of 15% of the Trust Units have, as permitted by the Trust Indenture, requested that the Trustee call a special meeting of Trust Unitholders for purposes of considering amendments to the Trust Indenture that would implement the Business Combination and related matters. New PBT has filed a registration statement on Form S-4 that includes a prospectus and a proxy statement for purposes of soliciting proxies with respect to the special meeting. New PBT has also filed a registration statement on Form S-1 pursuant to which it will make a rights offering to Trust Unitholders with respect to shares of New PBT.
Neither the Trust, nor the Trustee is a party to the Combination Agreement, nor is the Trust or the Trustee soliciting proxies or participating in any offering of securities. The Trustee is not making any recommendation to Trust Unitholders as to how to vote with respect to the Business Combination or other proposals at the special meeting. Unitholders will be notified of the record date and meeting date for the special meeting at a later date.
* * * * *
10
Item 2. Trustee’s Discussion and Analysis
Forward Looking Information
Certain information included in this report contains, and other materials filed or to be filed by the Trust with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Trust) may contain or include, forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward looking statements may be or may concern, among other things, capital expenditures, drilling activity, development activities, production efforts and volumes, hydrocarbon prices and the results thereof, litigation, information to be received by operators of the Waddell Ranch properties or Texas Royalty properties, and regulatory matters. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, such expectations are subject to numerous risks and uncertainties and the Trustee can give no assurance that they will prove correct. There are many factors, none of which are within the Trustee’s control, that may cause such expectations not to be realized, including, among other things, factors such as actual oil and gas prices and the recoverability of reserves, capital expenditures, general economic conditions, actions and policies of petroleum-producing nations and other changes in the domestic and international energy markets. Such forward looking statements generally are accompanied by words such as “estimate,” “expect,” “predict,” “anticipate,” “goal,” “should,” “assume,” “believe,” or other words that convey the uncertainty of future events or outcomes.
Commodity Prices
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. Recently, there has been volatility in oil and natural gas prices due in part to geopolitical conditions in Eastern Europe and the Middle East. During 2025, oil hit a high price of $79.28 per barrel on January 17, 2025 and steadily decreased throughout the year due to production outpacing demand and slower economic growth. In early 2026 oil prices remained well below $70 per barrel. Oil prices began to spike sharply in March and April, reaching a high price of $114.58 on April 7, 2026, due to the war in Iran. As of August 3, 2026 the price of oil was $81.96 per barrel. Factors that may impact future commodity prices, including the price of oil and natural gas, include but are not limited to:
Although the Trustee cannot predict the occurrence of events that may affect future commodity prices or the degree to which these prices will be affected, gas royalty income for a given period generally relates to production three months prior to the period and crude oil royalty income for a given period generally relates to production two months prior to the period and will generally approximate current market prices in the geographic region of the production at the time of production. When crude oil and natural gas prices decline, the Trust is affected in two ways. First, distributable income from the Royalty properties is reduced. Second, exploration and development activity by operators on the Royalty properties may decline as some projects may become uneconomic and are either delayed or eliminated. It is impossible to predict future crude oil and natural gas price movements, and this reduces the predictability of future cash distributions to Unitholders.
Liquidity and Capital Resources
As stipulated in the Trust Indenture, the Trust is intended to be passive in nature, and the Trustee does not have any control over or any responsibility relating to the operation of the Underlying Properties. The Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust liabilities and expenses and its actions have been limited to those activities. The Trust is a passive entity and other than the Trust’s ability to periodically borrow money as necessary to pay expenses, liabilities and obligations of the
11
Trust that cannot be paid out of cash held by the Trust, the Trust is prohibited from engaging in borrowing transactions. As a result, other than such borrowings, if any, the Trust has no source of liquidity or capital resources other than the Royalties.
Recent Developments
SoftVest Special Meeting, Petition, and Proposed Business Combination
On December 16, 2025, the Trust held a special meeting of its Unitholders (the “2025 Special Meeting”). The 2025 Special Meeting was called by the Trustee as required by Section 8.02 of the Trust Indenture at the request of SoftVest Advisors, LLC (“SoftVest Advisors”) and other Unitholders of the Trust collectively owning not less than 15% of the Trust’s outstanding Units. At the Special Meeting, Unitholders approved a non-binding proposal for SoftVest Advisors or another appropriate party to take appropriate actions as beneficiaries of the Trust to effect the judicial reformation or modification of the Trust Indenture, to allow for the approval of any amendment to the Trust Indenture by a simple majority of votes cast by Unitholders at a special meeting at which a quorum is present.
On or about February 10, 2026, SoftVest, L.P. (“SoftVest”), a Unitholder of the Trust, mailed documents to the other Unitholders, which included a cover letter, a Citation in the District Court of Tarrant County, Texas (“Citation”), the Original Petition for Modification of Trust (the “Petition”) in the District Court of Tarrant County, Texas (Cause No. 96-373245-25) seeking judicial modification of the Trust’s Indenture, and the Petitioner SoftVest, L.P.’s Notice of Bench Trial on Petitioner’s Original Petition for Modification of Trust (“Notice of Bench Trial”), also collectively known as the “Unitholder Mailing”. The Unitholder Mailing advised Unitholders of a hearing to be scheduled Friday, May 8, 2026, at 10:30 a.m. before the 96th District Court of Tarrant County, Texas (the “Court”), Tom Vandergriff Civil Courts Building, 4th Floor, 100 North Calhoun Street, Fort Worth, Texas 76196, on the merits of SoftVest’s Petition pursuant to which it sought to (1) amend Section 8.03 of the Trust Indenture to eliminate the requirement that certain amendments require approval by 75% of the outstanding Units of the Trust, and (2) delete Section 10.01 of the Trust Indenture that sets forth certain prohibited amendments and replace Article X of the Trust Indenture with a provision permitting amendment of any provision of the Trust Indenture by a vote of Unitholders in accordance with Article VIII (which, as amended, would permit amendment by a majority in interest of Unitholders constituting a quorum at a meeting of Unitholders where a quorum is present).
On May 8, 2026, a hearing (the “Hearing”) was held before the Court in connection with the Petition. At the Hearing, the Court approved SoftVest’s requested modifications. As a result of the Court’s order, the Trustee entered into Amendment No. 2 to the Amended and Restated Trust Indenture of Permian Basin Royalty Trust dated May 8, 2026 implementing the modifications approved by the Court.
The Trustee was notified by SoftVest that on July 28, 2026, SoftVest and certain of its affiliates entered into a definitive Combination Agreement with Blackbeard Holdings, LLC and certain of its affiliates (“Blackbeard”) pursuant to which they propose to combine the assets of the Trust and certain oil and natural gas mineral interest and land operations owned by Blackbeard to create a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”) (the “Business Combination”). Completion of the Business Combination is subject to a vote of Trust Unitholders. SoftVest and certain other unitholders representing in excess of 15% of the Trust Units have, as permitted by the Trust Indenture, requested that the Trustee call a special meeting of Trust Unitholders for purposes of considering amendments to the Trust Indenture that would implement the Business Combination and related matters. New PBT has filed a registration statement on Form S-4 that includes a prospectus and a proxy statement for purposes of soliciting proxies with respect to the special meeting. New PBT has also filed a registration statement on Form S-1 pursuant to which it will make a rights offering to Trust Unitholders with respect to shares of New PBT.
Neither the Trust, nor the Trustee is a party to the Combination Agreement, nor is the Trust or the Trustee soliciting proxies or participating in any offering of securities. The Trustee is not making any recommendation to Trust Unitholders as to how to vote with respect to the Business Combination or other proposals at the special meeting. Unitholders will be notified of the record date and meeting date for the special meeting at a later date.
Blackbeard Settlement
On August 19, 2025, the Trustee entered into the Settlement Agreement in connection with its lawsuit against Blackbeard, as operator of the properties in the Waddell Ranch, in Crane County, Texas, in which the Trust holds a 75% net overriding royalty. Pursuant to the lawsuit, the Trustee had sought to recover more than $9 million in damages it alleged resulted from Blackbeard’s failure to properly calculate and pay royalties due and owing to the Trust.
Pursuant to the Settlement Agreement, Blackbeard has agreed to pay the Trust $9,000,000, of which $4,500,000 was paid in September 2025, $1,125,000 was paid in each of January 2026, April 2026, and July 2026, and the remainder of which is scheduled to be paid in October 2026, if the Business Combination has not been approved by Unitholders and closed by such date. Pursuant to the Business Combination, the Settlement Agreement would be assigned from the Trust to New PBT, and then following other steps in the Business Combination, would expire.
Additionally, the Settlement Agreement established the overhead rate that may be charged to the Trust and permits Blackbeard to pass through third-party charges for salt water disposal, gathering and transportation, and charge technical labor on reservoir engineers using an agreed allocation methodology against the net overriding royalty. The parties also agreed that the Trust would not make future claims for lost volumes in the case of ordinary line loss (as defined by third party purchase agreements with purchasers).
12
The Trust will have the option to conduct annual site audits, at its expense. The Settlement Agreement also set forth agreed reporting that Blackbeard will provide the Trustee going forward.
Change in timing of Computation of Net Proceeds
On March 30, 2026, Blackbeard informed the Trust that after further reviewing the Trust Conveyance (Sections 1.07, 1.10, and 1.15) for the Waddell Ranch properties, it has initiated a change in the computation of net proceeds. Beginning with the activity month of January 2026, production costs will be reported in the month incurred (activity month) rather than in the month in which revenue is recognized (generally the subsequent month). To bring the quarterly reporting into compliance with this timing change in the calculation of net proceeds, the March reporting period, which is disclosed in this Form 10-Q for the second quarter of 2026, will include production costs for both January and February while reflecting one month (January) of gross proceeds.
Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
For the quarter ended June 30, 2026, royalty income received by the Trust amounted to $4,158,812 compared to royalty income of $3,089,889 during the second quarter of 2025. The royalty income for the three months ended June 30, 2026 includes the $1,125,000 partial settlement payment from Blackbeard paid in April 2026. Pricing information for the Waddell Ranch properties is for March, April, and May 2026 (reflecting the period for which proceeds would have been distributed to Unitholders in the second quarter of 2026). For the Waddell Ranch properties, the average realized oil and gas prices were $68.79 per barrel (Bbl) and $1.19 per thousand cubic feet (Mcf), respectively, for the three months ended May 31, 2026, compared to $70.27 and $2.41 for the three months ended May 31, 2025. For the Texas Royalty properties, the average realized oil and gas prices were $74.46 per Bbl and $8.14 per Mcf, respectively, for the quarter ended June 30, 2026, compared to $68.61 per Bbl and $10.15 per Mcf, respectively, for the quarter ended June 30, 2025. The higher royalty income reported in the three months ended June 30, 2026, compared to the same time period in 2025 is attributable to a $1,125,000 partial settlement payment from Blackbeard in the second quarter of 2026, partially offset by lower royalty income from underlying operations.
Interest income for the quarter ended June 30, 2026 was $16,319 compared to $15,751 during the second quarter of 2025. The increase in interest income is primarily attributable to increased amounts of funds available for investment. Total expenses during the second quarter of 2026 amounted to $304,569 compared to $708,385 during the second quarter of 2025. The decrease in total expenses can be primarily attributed to expenses incurred for professional services associated with legal proceedings with Blackbeard in the second quarter of 2025.
These transactions resulted in distributable income for the quarter ended June 30, 2026 of $3,870,562 or $0.08 per Unit outstanding of beneficial interest. Distributions of $0.038014, $0.020355 and $0.024673 per Unit were made to Unitholders of record as of April 30, 2026, May 29, 2026, and June 30, 2026, respectively. The April distribution includes the third installment, in the amount of $1,125,000 of the Settlement Agreement. For the second quarter of 2025, distributable income was $2,397,255, or $0.05 per Unit outstanding of beneficial interest.
From and after May 2024, Blackbeard has provided, and will continue to provide, information to calculate net proceeds during the last week of the month. In accordance with the Trust Indenture, if royalty income is received on or just prior to the record date, it will be included in the following month's distribution, rather than the current month's distribution. As such, royalty income reporting for the Waddell Ranch properties is one month in arrears. Royalty income for the Trust for the second quarter of the calendar year is associated with actual oil and gas production for January, February, and March 2026 for the Waddell Ranch properties from which “Royalties” were carved. Royalty income for the Trust for the second quarter of the calendar year for the Texas Royalty properties is associated with actual oil and gas production from February, March, and April 2026.
Beginning in May 2024, Blackbeard has provided production, product sales, capital expenditure, and development information for the Waddell Ranch properties from which the Trust's Royalties are carved for each distribution month on a quarterly basis, as required in the conveyance, approximately 30 days after the end of each fiscal quarter. On July 30, 2026, Blackbeard provided the Trustee with a quarterly statement showing the production volumes and computation of net proceeds to the Trust for each month of the quarter ended June 30, 2026. Oil and gas sales attributable to the Royalties and the properties from which the Royalties were carved are as follows:
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Waddell Ranch Properties |
|
|
|
|||||||||||||||||||||
|
|
2026 |
|
|
|
|
2025 |
|
||||||||||||||||||
|
|
March |
|
April |
|
May |
|
Total |
|
|
March |
|
April |
|
May |
|
Total |
|
||||||||
Royalties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil sales (Bbls) |
|
|
400,722 |
|
|
349,814 |
|
|
365,196 |
|
|
1,115,732 |
|
|
|
247,367 |
|
|
245,459 |
|
|
276,448 |
|
|
769,274 |
|
Gas sales (Mcf) |
|
|
1,877,570 |
|
|
1,452,175 |
|
|
1,673,284 |
|
|
5,003,029 |
|
|
|
1,168,967 |
|
|
1,158,514 |
|
|
1,331,903 |
|
|
3,659,384 |
|
Properties From Which The Royalties Were Carved: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total oil sales (Bbls) |
|
|
534,296 |
|
|
466,419 |
|
|
486,928 |
|
|
1,487,643 |
|
|
|
329,823 |
|
|
327,279 |
|
|
368,597 |
|
|
1,025,699 |
|
Average per day (Bbls) |
|
|
17,235 |
|
|
15,547 |
|
|
15,707 |
|
|
16,170 |
|
|
|
10,639 |
|
|
10,909 |
|
|
11,890 |
|
|
11,397 |
|
Average realized price per Bbl |
|
$ |
57.88 |
|
$ |
61.64 |
|
$ |
87.61 |
|
|
68.79 |
|
|
$ |
73.03 |
|
$ |
70.87 |
|
$ |
66.90 |
|
|
70.27 |
|
Gas: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total gas sales (Mcf) |
|
|
2,503,427 |
|
|
1,936,233 |
|
|
2,231,045 |
|
|
6,670,705 |
|
|
|
1,558,623 |
|
|
1,544,685 |
|
|
1,775,871 |
|
|
4,879,179 |
|
Average per day (Mcf) |
|
|
80,756 |
|
|
64,541 |
|
|
71,969 |
|
|
72,508 |
|
|
|
50,278 |
|
|
51,490 |
|
|
57,286 |
|
|
54,213 |
|
Average realized price per Mcf |
|
$ |
1.72 |
|
$ |
1.33 |
|
$ |
0.47 |
|
$ |
1.19 |
|
|
$ |
3.03 |
|
$ |
2.71 |
|
$ |
1.61 |
|
$ |
2.41 |
|
|
|
Texas Royalty Properties |
|
|||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||||
|
|
April |
|
May |
|
June |
|
Total |
|
|
April |
|
May |
|
June |
|
Total |
|
||||||||
Royalties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil sales (Bbls) |
|
|
12,437 |
|
|
13,399 |
|
|
14,577 |
|
|
40,413 |
|
|
|
15,292 |
|
|
13,619 |
|
|
14,430 |
|
|
43,341 |
|
Gas sales (Mcf) |
|
|
9,220 |
|
|
7,181 |
|
|
6,972 |
|
|
23,373 |
|
|
|
8,991 |
|
|
9,894 |
|
|
8,278 |
|
|
27,163 |
|
Properties From Which The Royalties Were Carved: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total oil sales (Bbls) |
|
|
14,297 |
|
|
15,079 |
|
|
16,174 |
|
|
45,550 |
|
|
|
17,157 |
|
|
15,442 |
|
|
16,367 |
|
|
48,966 |
|
Average per day (Bbls) |
|
|
477 |
|
|
486 |
|
|
539 |
|
|
501 |
|
|
|
572 |
|
|
498 |
|
|
546 |
|
|
544 |
|
Average realized price per Bbl |
|
$ |
59.33 |
|
$ |
73.83 |
|
$ |
88.42 |
|
|
74.46 |
|
|
$ |
71.97 |
|
$ |
68.39 |
|
$ |
65.46 |
|
|
68.61 |
|
Gas: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total gas sales (Mcf) |
|
|
10,584 |
|
|
8,081 |
|
|
7,743 |
|
|
26,408 |
|
|
|
10,093 |
|
|
11,198 |
|
|
9,392 |
|
|
30,683 |
|
Average per day (Mcf) |
|
|
353 |
|
|
261 |
|
|
258 |
|
|
290 |
|
|
|
336 |
|
|
361 |
|
|
313 |
|
|
341 |
|
Average realized price per Mcf |
|
$ |
6.31 |
|
$ |
9.23 |
|
$ |
9.50 |
|
$ |
8.14 |
|
|
$ |
11.54 |
|
$ |
9.42 |
|
$ |
9.48 |
|
$ |
10.15 |
|
Pricing and Production Discussion
For the Waddell Ranch properties, the average realized price of oil decreased to $68.79 per Bbl for the period January through March 2026 compared to $70.27 per Bbl for the period January through March of 2025 due to worldwide market variables. The average realized price of gas decreased to $1.19 per Mcf for the period January through March 2026 from $2.41 per Mcf for the period January through March of 2025.
For the Texas Royalty properties, the average realized price of oil increased to $74.46 per Bbl in the second quarter of 2026, compared to $68.61 per Bbl in the second quarter of 2025 due to worldwide market variables. The average realized price of gas (including natural gas liquids) for the Texas Royalty properties decreased from $10.15 per Mcf in the second quarter of 2025 to $8.14 per Mcf in the second quarter of 2026 in part due to change in overall market variables.
Since the oil and gas sales attributable to the Royalties are based on an allocation formula that is dependent on such factors as price and cost (including capital expenditures), the production amounts in the Royalties section of the above table do not always provide a meaningful comparison. However, for the Texas Royalty properties, oil and gas volumes decreased from the Underlying Properties for the applicable period in 2026 compared to 2025, while for the Waddell Ranch properties, oil volumes and natural gas volumes (including plant products) increased for the applicable period in 2026 compared to 2025.
Blackbeard Capital Expense Discussion
Blackbeard advised the Trustee that capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch properties during the second quarter of 2026 totaled $39.6 million (gross) as compared to $61.3 million (gross) for the second quarter of 2025. Blackbeard does not provide capital expenditures budget information or development information for the Waddell Ranch properties such as well completions, workovers, remedial activities, and plugging and abandonment.
Blackbeard advised the Trustee that lease operating expenses and property taxes totaled $48.3 million (gross) for the second quarter of 2026, compared to $19.8 million (gross) for the same period in 2025 on the Waddell Ranch properties. Blackbeard did not provide the Trustee with reasons for the increase in lease operating expenses and property taxes for the quarter.
14
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
For the six months ended June 30, 2026, royalty income received by the Trust amounted to $7,709,894 compared to royalty income of $6,144,586 for the six months ended June 30, 2025. The average realized oil and gas for the Waddell Ranch properties were $63.91 per Bbl and $1.05 per Mcf, respectively for the six months ended June 30, 2026 compared to $69.55 per Bbl and $2.06 per Mcf for the six months ended June 30, 2025. For the Texas Royalty properties, the average realized oil and gas prices were $65.83 per Bbl and $7.40 per Mcf, respectively for the six months ended June 30, 2026 compared to $68.78 per Bbl and $9.36 per Mcf, respectively for the six months ended June 30, 2025. The higher royalty income reported in the six months ended June 30, 2026, compared to the same time period in 2025 is attributable to the two $1,125,000 partial settlement payments received from Blackbeard in the first and second quarters of 2026. The non-settlement royalty income decreased due to lower oil and gas pricing.
Interest income for the six months ended June 30, 2026, was $33,195 compared to $32,274 during the six months ended June 30, 2025. The increase in interest income is primarily attributable to an increase in the amounts of funds available for investment and the length of time of such investment. Total expenses during the six months ended June 30, 2026, amounted to $845,726 compared to $1,183,393 during the six months ended June 30, 2025. The decrease in total expenses can be primarily attributed to expenses for professional services associated with legal proceedings with Blackbeard during the first two quarters of 2025.
These transactions resulted in distributable income for the six months ended June 30, 2026 of $6,897,363 or $0.15 per Unit. For the six months ended June 30, 2025, distributable income was $4,993,467, or $0.11 per Unit.
On July 30, 2026, Blackbeard provided the Trustee a quarterly statement showing the production volumes and computation of net proceeds to the Trust for each month of the quarter ended June 30, 2026. Oil and gas sales attributable to the Royalties and the properties from which the Royalties were carved for the six months ended June 30, 2026 and 2025 are as follows:
|
|
For the Six Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
2025 |
|
||||||||||||
|
|
WADDELL |
|
|
TEXAS |
|
|
WADDELL |
|
|
TEXAS |
|
||||
Royalties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil sales (Bbls) |
|
|
2,266,586 |
|
|
|
82,070 |
|
|
|
1,397,075 |
|
|
|
86,681 |
|
Gas sales (Mcf) |
|
|
10,169,652 |
|
|
|
47,865 |
|
|
|
7,065,970 |
|
|
|
53,612 |
|
Properties From Which The Royalties Were Carved: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total oil sales (Bbls) |
|
|
3,022,115 |
|
|
|
93,160 |
|
|
|
1,862,767 |
|
|
|
97,951 |
|
Average per day (Bbls) |
|
|
16,605 |
|
|
|
515 |
|
|
|
10,235 |
|
|
|
541 |
|
Average price per Bbl |
|
$ |
63.91 |
|
|
$ |
65.83 |
|
|
$ |
69.55 |
|
|
$ |
68.78 |
|
Gas: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total gas sales (Mcf) |
|
|
13,559,536 |
|
|
|
54,420 |
|
|
|
9,421,293 |
|
|
|
60,596 |
|
Average per day (Mcf) |
|
|
74,503 |
|
|
|
301 |
|
|
|
51,765 |
|
|
|
335 |
|
Average price per Mcf |
|
$ |
1.05 |
|
|
$ |
7.40 |
|
|
$ |
2.06 |
|
|
$ |
9.36 |
|
Pricing and Production Discussion
Production and pricing information for the Waddell Ranch properties is shown for the months of December 2025 through May 2026. The average realized price of oil decreased to $63.91 per Bbl for December 2025 through May 2026 compared to $69.55 per Bbl for the six month period ended May 31, 2025 due to worldwide market variables. The average realized price of gas for the six months ended May 31, 2026 was $1.05 per Mcf, a decrease from $2.06 for the six month period ending May 31, 2025.
For the Texas Royalty properties, the average realized price of oil decreased to $65.83 per Bbl for the six months ended June 30, 2026, compared to $68.78 per Bbl for the same period of 2025 due to worldwide market variables. The average realized price of gas (including natural gas liquids) for the Texas Royalty properties decreased from $9.36 per Mcf in the six months ended June 30, 2025 to $7.40 per Mcf in the same period of 2026 due to change in overall market variables.
Since the oil and gas sales attributable to the Royalties are based on an allocation formula that is dependent on such factors as price and cost (including capital expenditures), the production amounts in the Royalties section of the above table do not provide a meaningful comparison. However, for the Texas Royalty properties, oil and gas sales volumes decreased for the properties from which the Royalties are carved for the applicable period of 2026 compared to 2025, while for the Waddell Ranch properties, oil and natural gas volumes (including plant products) increased for the applicable period in 2026 compared to 2025.
Blackbeard Capital Expense Discussion
Blackbeard advised the Trustee that capital expenditures for drilling, remedial and maintenance activities on the Waddell Ranch
15
properties for the six months ended June 30, 2026 totaled $88.1 million (gross). For the six months ended June 30, 2025, capital expenditures were $109.2 million (gross) to the Trust. Blackbeard does not provide capital expenditures budget information or development information for the Waddell Ranch properties such as well completions, workovers, remedial activities, and plugging and abandonment.
Lease operating expenses and property taxes totaled $79.0 million (gross) for the six months ended June 30, 2026, compared to $41.2 million (gross) for the same period in 2025. Blackbeard did not provide the Trustee with reasons for the increase in lease operating expenses and property taxes for the six month period.
Calculation of Royalty Income
The Trust’s royalty income is computed as a percentage of the net profit from the operation of the properties in which the Trust owns net overriding royalty interests. The royalty income received and recorded by the Trust was determined by the operator as noted below. These percentages of net profits are 75% and 95% in the case of the Waddell Ranch properties and the Texas Royalty properties, respectively. Royalty income received and available for distribution by the Trust for the three months ended June 30, 2026 and 2025, respectively, was computed as shown in the table below:
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
WADDELL |
|
|
TEXAS |
|
|
WADDELL |
|
|
TEXAS |
|
||||
Gross proceeds of sales from the Underlying Properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil proceeds |
|
$ |
102,336,427 |
|
|
$ |
3,391,546 |
|
|
$ |
71,937,685 |
|
|
$ |
3,362,228 |
|
Gas proceeds |
|
|
7,923,614 |
|
|
|
214,975 |
|
|
|
11,755,670 |
|
|
|
310,899 |
|
Other (adjustment)(1) |
|
|
(1,488,829 |
) |
|
|
|
|
|
8,951,497 |
|
|
|
|
||
Total |
|
|
108,771,212 |
|
|
|
3,606,521 |
|
|
|
92,644,852 |
|
|
|
3,673,127 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil |
|
|
6,979,108 |
|
|
|
133,349 |
|
|
|
3,315,545 |
|
|
|
137,047 |
|
Gas |
|
|
50,101 |
|
|
|
8,551 |
|
|
|
219,485 |
|
|
|
11,380 |
|
Gathering and Transportation Costs |
|
|
13,840,229 |
|
|
|
49,134 |
|
|
|
8,013,849 |
|
|
|
32,185 |
|
Lease operating expense and property tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and gas |
|
|
48,292,143 |
|
|
|
222,000 |
|
|
|
19,815,512 |
|
|
|
240,000 |
|
Capital expenditures |
|
|
39,609,631 |
|
|
|
— |
|
|
|
61,280,461 |
|
|
|
— |
|
Total |
|
|
108,771,212 |
|
|
|
413,034 |
|
|
|
92,644,852 |
|
|
|
420,612 |
|
Net profits(2) |
|
|
— |
|
|
|
3,193,487 |
|
|
|
— |
|
|
|
3,252,515 |
|
Net overriding royalty interests |
|
|
75 |
% |
|
|
95 |
% |
|
|
75 |
% |
|
|
95 |
% |
Royalty income(2)(3) |
|
$ |
— |
|
|
|
3,033,813 |
|
|
$ |
— |
|
|
|
3,089,889 |
|
(1) Due to an NPI deficit, the Waddell Ranch properties did not contribute to royalty income from November 2024 through June 2026.
(2) The 2025 Net profits and Royalty income for the Waddell Ranch properties have been adjusted to reflect the amount received rather than reflecting Excess Costs for the quarter. Excess Costs can be reviewed in Note 4 of the Condensed Interim Financial Statements.
(3) Royalty income for the Waddell Ranch properties does not include the $1.125 million partial settlement payments received in April of 2026.
(4) Beginning with the activity month of January 2026, production costs are reported in the month incurred (activity month) rather than in the month in which revenue is recognized (generally the subsequent month). To bring the quarterly reporting into compliance with this timing change in the calculation of net proceeds, the March reporting period, includes production costs for both January and February while reflecting one month (January) of gross proceeds.
Critical Accounting Policies and Estimates
A disclosure of critical accounting policies and the more significant judgments and estimates used in the preparation of the Trust’s financial statements is included in Item 7 of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to the critical accounting policies during the six months ended June 30, 2026.
Distributable Income Per Unit
Basic distributable income per Unit is computed by dividing distributable income by the weighted average of Units outstanding. Distributable income per Unit assuming dilution is computed by dividing distributable income by the weighted average number of Units and equivalent Units outstanding. The Trust had no equivalent Units outstanding for any period presented. Therefore, basic distributable income per Unit and distributable income per Unit assuming dilution are the same.
16
New Accounting Pronouncements
There are no new accounting pronouncements that are expected to have significant impact on the Trust’s financial statements.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Trust is a passive entity and other than the Trust’s ability to periodically borrow money as necessary to pay expenses, liabilities and obligations of the Trust that cannot be paid out of cash held by the Trust, the Trust is prohibited from engaging in borrowing transactions. The amount of any such borrowings is unlikely to be material to the Trust. The Trust periodically holds short-term investments acquired with funds held by the Trust pending distribution to Unitholders and funds held in reserve for the payment of Trust expenses and liabilities. Because of the short-term nature of these borrowings and investments and certain limitations upon the types of such investments which may be held by the Trust, the Trustee believes that the Trust is not subject to any material interest rate risk. The Trust does not engage in transactions in foreign currencies which could expose the Trust or Unitholders to any foreign currency related market risk. The Trust invests in no derivative financial instruments and has no foreign operations or long- term debt instruments.
Item 4. Controls and Procedures
On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission issued an updated version of its Internal Control – Integrated Framework (the “2013 Framework”) which helps organizations design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. As of the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 based on the criteria established in the 2013 Framework. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934 and are effective in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by Blackbeard, the owner of the Waddell Ranch properties, and Riverhill Energy Corporation, the owner of the Texas Royalty properties.
There has not been any change in the Trust’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
SoftVest Petition
On May 8, 2026, a hearing (the “Hearing”) was held before the 96th District Court of Tarrant County, Texas (the “Court”) in connection with the Original Petition for Modification of Trust (the “Petition”) filed by SoftVest, L.P. (“SoftVest”), a Unitholder of the Trust, seeking judicial modification of the Trust Indenture. At the Hearing, the Court approved SoftVest's requested modifications which (1) amended Section 8.03 of the Trust Indenture to eliminate the requirement that certain amendments require approval by 75% of the outstanding Units of the Trust, and (2) deleted Section 10.01 of the Trust Indenture that sets forth certain prohibited amendments and replaced Article X of the Trust Indenture with a provision permitting amendment of any provision of the Trust Indenture by a vote of Unitholders in accordance with Article VIII (which, as amended, will permit amendment by a majority in interest of Unitholders constituting a quorum at a meeting of Unitholders where a quorum is present). As a result of the Court’s order, the Trustee entered into Amendment No. 2 to the Amended and Restated Trust Indenture of Permian Basin Royalty Trust dated May 8, 2026 implementing the modifications approved by the Court.
Blackbeard Settlement
On August 19, 2025, the Trustee entered into a settlement agreement and release (the “Settlement Agreement”) in connection with its lawsuit against Blackbeard, as operator of the properties in the Waddell Ranch, in Crane County, Texas, in which the Trust holds a 75% net overriding royalty. Pursuant to the lawsuit, the Trustee had sought to recover more than $9 million in damages it alleged resulted from Blackbeard’s failure to properly calculate and pay royalties due and owing to the Trust.
Pursuant to the Settlement Agreement, Blackbeard has agreed to pay the Trust $9,000,000, of which $4,500,000 was paid in September 2025, $1,125,000 was paid in each of January 2026, April 2026, and July 2026, and the remainder of which is scheduled to be paid in October 2026, if the Business Combination has not been approved by Unitholders and closed by such date. Pursuant to the Business Combination, the Settlement Agreement would be assigned from the Trust to New PBT, and then following other steps in the Business Combination, would expire. See “SoftVest Proposals and Business Combination” above for additional information.
Additionally, the Settlement Agreement established the overhead rate that may be charged to the Trust and permits Blackbeard to pass through third-party charges for salt water disposal, gathering and transportation, and charge technical labor on reservoir engineers using an agreed allocation methodology against the net overriding royalty. The parties also agreed that the Trust would not make future claims for lost volumes in the case of ordinary line loss (as defined by third party purchase agreements with purchasers). The Trust will have the option to conduct annual site audits, at its expense. The Settlement Agreement also set forth agreed reporting that Blackbeard will provide the Trustee going forward.
Except as described above, there are no material pending legal proceedings to which the Trust is a party or of which any of its property is the subject.
Item 1A. Risk Factors
Risk factors relating to the Trust are contained in Item 1A of the Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Except as set forth in such filing, and as set forth below, no material change to such risk factors has occurred during the six months ended June 30, 2026:
The terms of the Combination Agreement and proposed Business Combination were not negotiated by the Trust or the Trustee, and no party has opined on the fairness of the Business Combination to Unitholders.
Neither the Trust nor the Trustee is a party to the Combination Agreement, nor did the Trust or Trustee negotiate the terms of the Business Combination, including the percentage of New PBT shares to be held by Unitholders following the Business Combination. The negotiations were instead conducted by SoftVest, a Unitholder that beneficially owns in the aggregate approximately 13.3% of the outstanding Trust Units, at SoftVest’s initiative. Neither the Trust nor the Trustee received any opinion from an investment bank regarding the fairness of the Business Combination from a financial point of view, or any other matter. The Trustee is not making any recommendation with respect to the Business Combination or any other proposals to be considered at the special meeting. Therefore, Unitholders are strongly encouraged to carefully review the information in New PBT’s proxy statement/prospectus, including all annexes and information incorporated by reference, and other available information, so that they can make their own determination as to whether to approve amendments to the Trust Indenture to implement the Business Combination and other proposals at the special meeting.
Items 2 through 4
Not applicable.
18
Item 5. Other Information
The Trust does not have any directors or officers, and as a result, no such persons adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K.
19
Item 6. Exhibits
4.1 |
|
|
|
4.2 |
|
|
|
4.3 |
|
|
|
4.4 |
Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (now Argent Trust Company), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(b) to the Trust’s Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated herein by reference. * (P) |
|
|
4.5 |
Net Overriding Royalty Conveyance (Permian Basin Royalty Trust — Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (now Argent Trust Company), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trust’s Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended December 31, 1980, is incorporated herein by reference.* (P) |
|
|
31.1 |
|
|
|
32.1 |
* A copy of this Exhibit is available to any Unitholder, at the actual cost of reproduction, upon written request to the Trustee, Argent Trust Company, 3838 Oak Lawn Avenue, Suite 1720, Dallas, Texas 75219.
20
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 thereunto duly authorized.
|
|
ARGENT TRUST COMPANY, TRUSTEE FOR THE PERMIAN BASIN ROYALTY TRUST |
|
|
|
|
|
Date: August 13, 2026 |
|
By: |
/s/ NANCY WILLIS |
|
|
|
Nancy Willis |
|
|
|
Director of Royalty Trust Services |
(The Trust has no directors or executive Officers.)
21
EXHIBIT 31.1
Certification Required by Rule 13a-14(a) or Rule 15d-14(a)
I, Nancy Willis, certify that:
In giving the certifications in paragraphs 4 and 5 above, I have relied to the extent I consider reasonable on information provided to me by Blackbeard Operating LLC and Riverhill Energy Corporation.
August 13, 2026 |
|
By: |
/s/ NANCY WILLIS |
|
|
|
Nancy Willis, |
|
|
|
Director of Royalty Trust Services |
EXHIBIT 32.1
Certification Required by Rule 13a-14(b) or
Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Permian Basin Royalty Trust (the “Trust”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, not in its individual capacity but solely as the trustee of the Trust, certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to its knowledge:
|
|
ARGENT TRUST COMPANY, TRUSTEE FOR PERMIAN BASIN ROYALTY TRUST |
|
|
|
|
|
August 13, 2026 |
|
By: |
/s/ NANCY WILLIS |
|
|
|
Nancy Willis, |
|
|
|
Director of Royalty Trust Services |
|
|
|
Argent Trust Company |
A signed original of this written statement required by Section 906 has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.