PERMIAN BASIN ROYALTY TRUST ANNOUNCES NOTICE OF COMBINATION AGREEMENT BETWEEN SOFTVEST AND BLACKBEARD WITH RESPECT TO THE TRUST

Rhea-AI Summary

Permian Basin Royalty Trust (NYSE: PBT), through its trustee Argent Trust Company, reported that unitholder SoftVest and its affiliates have signed a definitive Combination Agreement with Blackbeard Holdings and affiliates. They propose to combine the Trust’s assets with Blackbeard’s oil and gas mineral interests and land operations to form a new publicly traded corporation, PBT Land and Minerals, Inc. (New PBT).

Completion of the proposed transaction would require approval by Trust unitholders at a special meeting requested by SoftVest and other holders representing over 15% of Trust units. According to Permian Basin Royalty Trust, New PBT intends to file a Form S-4 registration statement with proxy statement/prospectus for the meeting and a Form S-1 for a rights offering of New PBT shares to Trust unitholders. The Trust and Trustee are not parties to the Combination Agreement, are not soliciting proxies or offering securities, and make no voting recommendation.

Positive

• Proposed combination to form PBT Land and Minerals, Inc., a new public company
• Unitholders owning over 15% of units have requested a special meeting to vote
• Planned rights offering on Form S-1 for Trust unitholders in New PBT shares

Negative

• Completion of the transaction is subject to unitholder approval, creating outcome uncertainty
• Neither the Trust nor the Trustee is a party to the Combination Agreement, limiting their control
• No transaction valuation or exchange ratio is disclosed, limiting investors’ ability to assess terms

Market Context

PBT's historical record includes a 3.74% move after the May 19 proposal disclosure and a -1.69% move...

Analysis

PBT's historical record includes a 3.74% move after the May 19 proposal disclosure and a -1.69% move after the June 18 disclosure. That mixed record frames this definitive agreement as vote-dependent; low short positioning is the main sourced risk context.

Key Figures

Unitholder representation: in excess of 15%

1 metrics

Unitholder representation in excess of 15% Trust units represented by SoftVest and other unitholders requesting a special meeting

Historical Context

5 past events · Latest: Jul 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 21	Cash distribution	Positive	+0.2%	July distribution increased with a Blackbeard settlement payment and higher Texas royalty-property oil prices.
Jun 18	Combination proposal	Positive	-1.7%	SoftVest and Blackbeard disclosed a potential business combination requiring unitholder approval.
May 19	Combination proposal	Positive	+3.7%	SoftVest disclosed a preliminary term sheet involving Blackbeard assets and a new public company.
May 18	Indenture ruling	Positive	+2.3%	Court approval lowered the unitholder voting threshold for Trust Indenture amendments.
May 08	Indenture ruling	Positive	+9.3%	A Texas court approved SoftVest's petition to modify the Trust Indenture.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Historical reactions were mostly positive around governance and combination disclosures, but the June proposal disclosure preceded a -1.69% move, showing mixed outcomes.

Key Terms

combination agreement, form s-4, form s-1, rights offering, +1 more

5 terms

combination agreement financial

"entered into a definitive Combination Agreement with Blackbeard Holdings, LLC"

A combination agreement is a legally binding contract that sets out the terms and conditions under which two or more businesses will join together—by merger, acquisition, share exchange, or similar transaction. It specifies price and payment method, closing conditions, required regulatory and shareholder approvals, representations, warranties, covenants and termination rights, so investors can see how ownership, liabilities and timing will change; think of it as the recipe and timeline for a corporate marriage.

form s-4 regulatory

"file a registration statement on Form S-4 that includes a prospectus"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

form s-1 regulatory

"file a registration statement on Form S-1 pursuant to which it will make"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

rights offering financial

"it will make a rights offering to Trust unitholders"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

View in glossary

registration statement regulatory

"intends to file a registration statement on Form S-4"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DALLAS, July 28, 2026 /PRNewswire/ -- Argent Trust Company, as trustee ("Trustee") of the Permian Basin Royalty Trust (NYSE: PBT) ("Permian" or the "Trust"), today announced that it was notified by SoftVest, L.P. ("SoftVest"), a unitholder of the Trust, that SoftVest and certain of its affiliates have 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").

Completion of the transaction 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 the transaction.  New PBT has advised the Trustee that it intends to file 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 advised the Trustee that it intends to file 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 transaction. The Trust is issuing this press release solely for informational purposes for Trust unitholders. Unitholders are encouraged to read the Form S-4 and Form S-1 in their entirety and other materials filed with the Securities and Exchange Commission by New PBT and SoftVest for additional information.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This press release is not a proxy solicitation. None of the Trust, the Trustee, or its officers or directors, are soliciting proxies in connection with any special meeting of Trust unitholders and are not participants in any solicitation of proxies by New PBT, SoftVest and/or other unitholders in connection with any special meeting. The Trust and the Trustee are not making any offering of securities. The Trustee and the Trust are making this communication for informational purposes only and do not intend to file a proxy statement or registration statement with respect to the proposed transaction.

The Trustee has been advised that New PBT intends to file (i) a registration statement on Form S-4, which will include a proxy statement relating to a meeting of Trust unitholders and a prospectus of New PBT, and (ii) a Form S-1 registering securities of New PBT with respect to the rights offering with the Securities and Exchange Commission. Unitholders and other investors are strongly encouraged to read the Form S-4, including the proxy statement/prospectus, the Form S-1, any amendments to the Form S-4 and/or Form S-1, and any other documents filed with the Securities and Exchange Commission when they become available because they will contain important information. Unitholders may obtain a free copy of any Form S-4, proxy statement/prospectus, Form S-1, and any amendments and documents that New PBT or SoftVest files with the SEC from the SEC's website at www.sec.gov.

FORWARD-LOOKING STATEMENTS

Any statements in this press release about future events or conditions, and other statements containing the words "estimates," "believes," "anticipates," "plans," "expects," "will," "may," "intends," and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause the Trust's actual results to differ materially from the results the Trustee anticipates include, but are not limited to the factors described in Part I, Item 1A, "Risk Factors" of the Trust's Annual Report on Form 10-K (as amended) for the year ended December 31, 2025, and Part II, Item 1A, "Risk Factors" of subsequently filed Quarterly Reports on Form 10-Q, as well as factors related to actions by SoftVest or other unitholders, New PBT, Blackbeard, or other third parties, including courts, that are not within the control of the Trust or the Trustee.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this press release represent the Trustee's views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee's views as of any date subsequent to the date hereof.

Contact: Nancy Willis, Director of Royalty Trust Services, Argent Trust Company, Trustee, Toll Free – 1.855.588.7839

View original content:https://www.prnewswire.com/news-releases/permian-basin-royalty-trust-announces-notice-of-combination-agreement-between-softvest-and-blackbeard-with-respect-to-the-trust-302837110.html

SOURCE Permian Basin Royalty Trust

FAQ

What transaction involving Permian Basin Royalty Trust (PBT) was announced on July 28, 2026?

A proposed combination was announced to create PBT Land and Minerals, Inc. by merging Trust assets with Blackbeard’s oil and gas mineral and land interests. According to Permian Basin Royalty Trust, this would result in a new publicly traded corporation, subject to unitholder approval.

Who are the parties to the proposed PBT combination between SoftVest and Blackbeard?

SoftVest and its affiliates signed a definitive Combination Agreement with Blackbeard Holdings and its affiliates. According to Permian Basin Royalty Trust, the Trust and its Trustee are not parties to this agreement and are not soliciting proxies or participating in any securities offering.

How will Permian Basin Royalty Trust (PBT) unitholders vote on the proposed New PBT transaction?

Completion of the transaction is subject to a vote of Trust unitholders at a special meeting. According to Permian Basin Royalty Trust, SoftVest and other holders exceeding 15% of units requested that the Trustee call this special meeting to consider the proposal.

What SEC filings are planned for the PBT and New PBT combination and rights offering?

New PBT intends to file a Form S-4 with a proxy statement/prospectus and a Form S-1 for a rights offering. According to Permian Basin Royalty Trust, these filings will contain important information that unitholders are strongly encouraged to read when available.

Will Permian Basin Royalty Trust (PBT) or its Trustee solicit proxies for the New PBT transaction?

No. According to Permian Basin Royalty Trust, neither the Trust nor the Trustee is soliciting proxies or participating in any securities offering. They state the press release is solely informational and they will not file a proxy statement or registration statement for the proposed transaction.

What does the planned New PBT rights offering mean for PBT unitholders?

New PBT plans a rights offering of its shares to Trust unitholders, registered on Form S-1. According to Permian Basin Royalty Trust, detailed terms will appear in New PBT’s SEC filings, and unitholders are urged to review those documents carefully before making any decisions.