PERMIAN BASIN ROYALTY TRUST ANNOUNCES RECEIPT OF SOFTVEST SCHEDULE 13D WITH RESPECT TO PROPOSED BUSINESS COMBINATION

Rhea-AI Summary

Permian Basin Royalty Trust (NYSE:PBT) reported that trustee Argent Trust received a Schedule 13D from SoftVest describing a preliminary, non-binding term sheet for a potential business combination involving the Trust and certain Blackbeard assets.

The structure contemplates a new corporation, New PubCo, owning all Trust assets and US Land Guild, which will hold about 66,500 acres of surface estate and a 15% royalty interest. Blackbeard or affiliates would receive certain Trust working interests after conversion of net profits interests into a cost-free 15% royalty interest, including interests in the “West Ranch” and “East Ranch” properties. The Trustee states it has not participated in negotiations, expects any transaction would need approval by a majority in interest of unitholders at a meeting with a quorum, and emphasizes this is not a proxy solicitation. Investors are advised to review current and future SEC filings, including any potential Form S-4 with proxy statement/prospectus.

News Market Reaction – PBT

+3.74%

+3.74% Session close to close

In the May 19 session, PBT gained 3.74%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights a preliminary, non-binding term sheet under which a new corporation wou...

Analysis

This announcement highlights a preliminary, non-binding term sheet under which a new corporation would own all Trust assets plus US Land Guild, LLC, holding about 66,500 acres and a 15% royalty interest. The structure, governance and economics remain subject to negotiation, regulatory review, and a majority-in-interest unitholder vote under recently modified indenture terms. Investors may focus on future S-4 filings, definitive agreements, and any revisions to ownership or royalty terms as key milestones.

Key Figures

Surface estate acreage: 66,500 acres USLG royalty interest: 15% royalty interest Converted royalty interest: 15% royalty interest +1 more

4 metrics

Surface estate acreage 66,500 acres US Land Guild, LLC surface estate to be owned by New PubCo

USLG royalty interest 15% royalty interest Royalty interest associated with certain Blackbeard acreage via USLG

Converted royalty interest 15% royalty interest Cost-free royalty interest after conversion of net profits interests

Former amendment threshold 75% approval requirement Previous unitholder approval threshold in Section 8.03 of Trust Indenture

Historical Context

5 past events · Latest: May 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 08	Indenture modification ruling	Positive	+9.3%	Court approved SoftVest-backed changes easing unitholder amendment thresholds.
May 06	Hearing schedule update	Neutral	-3.6%	Notified unitholders of rescheduled hearing on SoftVest petition to modify indenture.
Apr 20	April distribution	Positive	+2.7%	Announced April cash distribution funded mainly by Texas Royalty and settlement.
Mar 20	March distribution	Positive	-1.0%	Declared March cash distribution funded solely by Texas Royalty Properties.
Feb 17	February distribution	Positive	-1.4%	Announced February distribution and highlighted ongoing Waddell Ranch excess costs.

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

Pattern Detected

Recent news linked to SoftVest’s governance efforts and monthly distributions has produced mixed reactions, with some cash distribution announcements drawing modest gains and others small declines, while the May 8 court ruling on indenture changes coincided with a stronger positive move.

Recent Company History

Over the last few months, PBT’s news flow has centered on SoftVest’s governance campaign and recurring cash distributions. On Feb 17, Mar 20, and Apr 20, the Trust declared monthly distributions, each noting Waddell Ranch’s excess cost position and Texas Royalty as the funding source, with share moves ranging from about -1% to +3%. SoftVest’s petition to lower amendment thresholds culminated in a favorable court ruling on May 8, 2026, after which the unit price rose about 9%, underscoring market sensitivity to structural and governance changes ahead of the newly disclosed business combination proposal.

Key Terms

schedule 13d, term sheet, net profits interests, royalty interest, +4 more

8 terms

schedule 13d regulatory

"announced that it has received a Schedule 13D ("Schedule 13D") filed with the Securities"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

term sheet financial

"have agreed to a preliminary non-binding term sheet that sets forth the proposed high-level"

A term sheet is a short, non-binding summary of the main points agreed between parties before a formal investment, loan, or acquisition is completed. Think of it as a blueprint that lists price, ownership split, key rights and conditions, and timelines so everyone knows the deal’s structure before lawyers draft final contracts. Investors care because it signals the likely economic terms, risks, and protections they will get and can make or break whether a transaction proceeds.

net profits interests financial

"following the conversion of net profits interests into a cost free 15% royalty interest"

A net profits interest is a non‑operating claim on the earnings from a specific asset (commonly oil, gas, or mineral production) that pays its holder a percentage of the money left over after production revenues and agreed costs are deducted. Think of it like owning a share of the profits from a single project without running it; payouts can be attractive but fluctuate with output and expenses, so investors use NPIs to gain income exposure while avoiding operating responsibilities.

royalty interest financial

"a 15% royalty interest associated with certain acreage and certain mineral interests"

A royalty interest is a contractual right to receive a portion of revenue or production from an asset—such as a mine, oil well, patent, or drug—without owning or operating the underlying business. Investors value royalties because they provide a form of passive, often predictable cash flow that depends on how much the asset produces and the price it commands; think of it as collecting rent on someone else’s income-producing property, with returns tied to output and market prices.

working interests financial

"states that the term sheet provides for Blackbeard or its affiliates to receive certain working interests owned"

Working interests are an owner’s share of a specific oil or gas lease that entitles them to a portion of production and requires them to pay a proportional share of operating and development costs. Think of it like co-owning a rental property: you receive a slice of the rent but also cover part of the upkeep and repairs. For investors, the size and cost obligations of a working interest directly affect future cash flow, risk exposure, and returns.

proxy statement regulatory

"may file a registration statement on Form S-4, which will include a proxy statement relating to a meeting"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

registration statement on form s-4 regulatory

"may file a registration statement on Form S-4, which will include a proxy statement"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

prospectus regulatory

"a proxy statement relating to a meeting of Trust unitholders and a prospectus of New PubCo"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

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

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DALLAS, May 19, 2026 /PRNewswire/ -- Argent Trust Company, as trustee ("Trustee") of the Permian Basin Royalty Trust (NYSE: PBT) ("Permian" or the "Trust"), today announced that it has received a Schedule 13D ("Schedule 13D") filed with the Securities and Exchange Commission on May 18, 2026 by SoftVest, L.P. ("SoftVest"), a unitholder of the Trust, and certain other parties disclosing that SoftVest and Blackbeard Holdings, LLC ("Blackbeard") have agreed to a preliminary non-binding term sheet that sets forth the proposed high-level material terms and conditions governing a potential business combination of the Trust and certain Blackbeard assets. The Schedule 13D further states that the term sheet contemplates the formation of a new corporation ("New PubCo") that would be owned in part by Trust unitholders, and in part by Blackbeard and its affiliates that would acquire and own (i) all of the assets and operations of the Trust, and (ii) US Land Guild, LLC ("USLG"), a wholly owned subsidiary of Blackbeard that will own approximately 66,500 acres of surface estate and a 15% royalty interest associated with certain acreage and certain mineral interests currently owned by Blackbeard or one of its affiliates.  The Schedule 13D also states that the term sheet provides for Blackbeard or its affiliates to receive certain working interests owned by the Trust following the conversion of net profits interests into a cost free 15% royalty interest, including those associated with the "West Ranch" and "East Ranch" properties.

Neither the Trust, nor the Trustee has participated or been involved in the negotiation of the term sheet and related transactions involving the proposed business combination described in the Schedule 13D, and is issuing this press release solely for informational purposes for Trust unitholders. Unitholders are encouraged to read the Schedule 13D in its entirety and other materials filed with the Securities and Exchange Commission by SoftVest (and when formed, the New PubCo) for additional information. The Trustee anticipates that the proposed business combination would require approval of Trust unitholders. Based on the recent modifications to the Trust's Indenture approved by a court on May 8, 2026, at SoftVest's request, such approval would likely require the approval of a majority in interest of Trust unitholders constituting a quorum at a meeting of unitholders where a quorum is present.

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 SoftVest and/or other unitholders in connection with any special meeting. 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 business combination.

The Trustee anticipates that if the business combination is pursued, New PubCo, SoftVest, and/or other unitholders may file 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 PubCo with the Securities and Exchange Commission. Unitholders and other investors are strongly encouraged to read the Form S-4, including the proxy statement/prospectus 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, and any amendments and documents that New PubCo, SoftVest and/or any other unitholders or the Trust 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 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 PubCo, 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-receipt-of-softvest-schedule-13d-with-respect-to-proposed-business-combination-302775598.html

SOURCE Permian Basin Royalty Trust

FAQ

What did Permian Basin Royalty Trust (PBT) announce about the SoftVest Schedule 13D on May 19, 2026?

Permian Basin Royalty Trust announced that its trustee received a Schedule 13D from SoftVest outlining a preliminary, non-binding term sheet for a possible business combination. According to the company, this involves the Trust and certain assets of Blackbeard Holdings.

What is the proposed New PubCo in the potential Permian Basin Royalty Trust (PBT) and Blackbeard business combination?

New PubCo is a proposed new corporation that would be partly owned by Trust unitholders and partly by Blackbeard and affiliates. According to the company, New PubCo would own all Trust assets and US Land Guild, which will hold about 66,500 acres and a 15% royalty interest.

What unitholder approval would be required for the proposed Permian Basin Royalty Trust (PBT) business combination?

Any proposed business combination would likely require approval by a majority in interest of Trust unitholders at a meeting where a quorum is present. According to the company, this follows recent court-approved modifications to the Trust’s Indenture requested by SoftVest.

Is the May 19, 2026 Permian Basin Royalty Trust (PBT) announcement a proxy solicitation?

The announcement is not a proxy solicitation. According to the company, neither the Trust, the Trustee, nor its officers or directors are soliciting proxies and they do not intend to file a proxy statement or registration statement for the proposed business combination.

How can Permian Basin Royalty Trust (PBT) unitholders access any Form S-4 or proxy materials about the proposed combination?

If the transaction is pursued, New PubCo, SoftVest, or others may file a Form S-4 with a proxy statement/prospectus. According to the company, unitholders will be able to obtain free copies from the SEC’s website at www.sec.gov when available.

What assets of Blackbeard are mentioned in the potential Permian Basin Royalty Trust (PBT) business combination?

The proposal includes US Land Guild, expected to own about 66,500 acres of surface estate and a 15% royalty interest. According to the company, Blackbeard or affiliates would also receive certain Trust working interests, including those in “West Ranch” and “East Ranch,” after conversion.