| Item 2.02. |
Results of Operations and Financial Condition. |
On July 1, 2025, BP Prudhoe Bay Royalty Trust (the “Trust”) issued a press release announcing that the Trust did not receive a
royalty payment for the quarter ended June 30, 2025, and therefore will not make a quarterly cash distribution to unitholders of record for the quarter ended June 30, 2025. As previously announced, the Trust terminated at 11:59 PM on
December 31, 2024, in accordance with the terms of the Trust Agreement, and The Bank of New York Mellon Trust Company, N.A., as trustee, has commenced the process of winding-up the Trust.
The information in this Item 2.02, Results of Operations and Financial Condition, is being "furnished" and is not deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As previously disclosed, on December 31, 2024, the Trust received written notification from The New York Stock
Exchange (“NYSE”) that the Trust no longer satisfied the continued listing compliance standards set forth under Rule 802.01C of the NYSE Listed Company Manual because the average closing price of the Trust’s units of beneficial
interest (the “Units”) fell below $1.00 over a 30 consecutive trading-day period that ended on December 30, 2024. As the Trust was unable to regain compliance with the applicable standards
within a cure period that concluded on June 30, 2025, the NYSE announced the suspension of trading of the Units due to non-compliance with Rule 802.01C of the NYSE Listed Company Manual, effective as of
the close of trading on June 30, 2025, and announced that it was initiating proceedings to delist the Units.
As a result of the NYSE
suspension of trading, the Units began trading on July 1, 2025, under the symbol “BPPTU” on the Pink Limited Market (“OTC Pink”), which is operated by OTC Markets Group, Inc. To be quoted on OTC Pink, a market maker must
sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. OTC Pink is a significantly more limited market than the NYSE, and the quotation of the Units on OTC
Pink may result in a less liquid market available for existing and future unitholders and could further depress the trading price of the Units. There is no assurance that an active market in the Units will develop on OTC Pink, or whether
broker-dealers will continue to provide public quotes of the Units on this market, whether the trading volume of the Units will be sufficient to provide for an efficient trading market or whether quotes for the Units may be blocked by OTC Markets
Group, Inc. in the future.
| Item 7.01. |
Regulation FD Disclosure. |
On July 1, 2025, the Trust issued a press release regarding the suspension of trading of the Units on the NYSE and the expected transition
of the quotation of the Units to OTC Pink, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits:
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| 99.1 |
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BP Prudhoe Bay Royalty Trust press release issued July 1, 2025. |
