Hugoton Royalty Trust issues going-concern warning

The Trust disclosed substantial doubt about continuing as a going concern and said it may have to terminate.

Rhea-AI Filing Summary

Hugoton Royalty Trust will not declare a cash distribution to unit holders for October 2026 because excess cost positions affect all three net profits interest conveyances. The Trustee does not foresee distributions in the near term and anticipates replenishing the cash reserve from any future net profits income before declaring distributions; the reserve decreased by $4,000 for Trust expenses.

Accumulated excess costs have resulted in no unitholder distributions since July 2023. The Trustee disclosed substantial doubt about the Trust’s ability to continue as a going concern, citing insufficient cash to meet obligations during the one-year period after year-end financial statements are issued. It may consider termination or marketing the Trust’s interests for sale; any material sale or termination requires approval by at least 80 percent of all outstanding units.

The Trust reported it was unable to file the Form 10-Q for the quarter ended June 30, 2026, because it was not currently seeking a new independent registered public accounting firm due to cash constraints. Its units were removed from OTCQB on July 17, 2026, and now trade on Expert Market on an unsolicited-quotes-only basis.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 3 points

How the balance works

Positive

• None.

Negative

• Major pointGoing-concern warning: The Trustee disclosed substantial doubt about the Trust’s ability to continue and insufficient cash for obligations during the one-year period after year-end financial statements are issued.
• Major pointJuly 17, 2026: Units were removed from OTCQB and trade on Expert Market on an unsolicited-quotes-only basis.
• Moderate pointNo distributions since July 2023: Accumulated excess costs have left the Trust without unitholder distributions.

Filing Explained

The three reported excess-cost balances are $3,471,000 in Kansas, $15,068,000 in Oklahoma and $13,613,000 in Wyoming.

The release says the $1,000,000 in prior advance distributions may be recouped, with interest, from net profits otherwise distributable under any of the three conveyances, but only to the extent at least $250,000 in available cash remains; any recovery would therefore reduce amounts otherwise available to unit holders.

For the current monthly report, Kansas excess costs increased by $44,000, leaving $3,471,000; Oklahoma recovered $169,000, with $15,068,000 remaining; and Wyoming excess costs increased by $227,000, leaving $13,613,000.

Those balances include accrued interest of $443,000, $1,557,000 and $1,731,000, respectively, and exclude the separate $1,000,000 in advance distributions.

The Trustee says financing sufficient for long-term liquidity is unlikely to be viable and that outreach to potential third parties produced no interest. It considers a potential asset sale unlikely in the near term and says a sale would not assure funds for unitholders after Trust obligations are met.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Kansas cumulative excess costs: $3,471,000 Oklahoma cumulative excess costs: $15,068,000 Wyoming cumulative excess costs: $13,613,000 +3 more

6 metrics

Kansas cumulative excess costs $3,471,000 Remaining balance, including $443,000 of accrued interest

Oklahoma cumulative excess costs $15,068,000 Remaining balance, including $1,557,000 of accrued interest

Wyoming cumulative excess costs $13,613,000 Remaining balance, including $1,731,000 of accrued interest

Cash reserve decrease $4,000 For payment of Trust expenses

Advance distributions from XTO Energy $1,000,000 Net to the Trust; excluded from the cumulative excess cost balances

Approval for material sale or termination At least 80 percent of all outstanding units Unitholder approval requirement

Key Terms

net profits interests, excess costs, going concern, net overriding royalty

4 terms

net profits interests financial

"all three of the Trust’s conveyances of net profits interests"

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.

excess costs financial

"cumulative excess costs remaining on the Kansas net profits interests"

Excess costs are expenses a company incurs that are above its normal or expected operating costs—unexpected charges, one-time losses, or spending beyond budget, like a household suddenly paying for major repairs. They matter to investors because they can temporarily or permanently reduce profits and cash flow, and frequent or large excess costs may signal operational problems or higher risk, helping investors decide whether a profit hit is a short-term anomaly or a lasting issue.

going concern financial

"ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

net overriding royalty financial

"sales volumes attributable to the net overriding royalty"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is HGTXU not paying an October 2026 distribution?

Hugoton Royalty Trust will not declare an October 2026 cash distribution because excess cost positions affect all three net profits interest conveyances. The Trustee does not foresee distributions in the near term and anticipates replenishing the cash reserve from any future net profits income before declaring future distributions.

How much excess cost remains for HGTXU’s Kansas, Oklahoma, and Wyoming interests?

The cumulative balances are $3,471,000 for Kansas, $15,068,000 for Oklahoma, and $13,613,000 for Wyoming, including accrued interest of $443,000, $1,557,000, and $1,731,000, respectively. These balances exclude $1,000,000 in advance distributions from XTO Energy, net to the Trust.

Why are HGTXU units trading on the Expert Market?

The Trust was notified that its units were removed from OTCQB on July 17, 2026, and now trade on the Expert Market on an unsolicited-quotes-only basis. The Trust also reported it was unable to file its quarterly report for the quarter ended June 30, 2026, because it was not seeking a new independent registered public accounting firm due to cash constraints.

Could a sale of HGTXU’s interests result in a distribution to unitholders?

A material sale or termination requires unitholder approval by at least 80 percent of all outstanding units. Even if a sale occurs, the Trustee said there is no assurance that proceeds would leave funds to distribute after the Trust’s financial obligations are met.

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

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Available on EDGAR 10/20/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/20/2026 - 05:00 PM EDT Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2026

HUGOTON ROYALTY TRUST

(Exact name of registrant as specified in its charter)

Texas			001-10476	58-6379215
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Argent Trust Company Trustee 3838 Oak Lawn Ave, Suite 1720
Dallas, Texas				75219-4518
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (855) 588-7839

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units of Beneficial Interest		HGTXU		OTCPK

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 20, 2026, the Registrant issued a news release that it will not declare a monthly cash distribution and an update on the SEC filings for the month of October 2026. A copy of the news release is furnished as Exhibit 99.1.

The information in this Current Report, including the news release attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit 99.1		News Release dated October 20, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HUGOTON ROYALTY TRUST
		By:	ARGENT TRUST COMPANY, TRUSTEE
Date:	October 20, 2026	By:	/s/ NANCY WILLIS
			Nancy Willis
			Director of Royalty Trust Services

Hugoton Royalty Trust

HUGOTON ROYALTY TRUST DECLARES NO OCTOBER CASH DISTRIBUTION;

Dallas, Texas, October 20, 2026 – Argent Trust Company, as Trustee of the Hugoton Royalty Trust (the “Trust”) (OTCPK: HGTXU) announced today there would not be a cash distribution to the holders of its units of beneficial interest for October 2026 due to the excess cost positions on all three of the Trust’s conveyances of net profits interests. The Trust’s cash reserve decreased by $4,000 for the payment of Trust expenses. To the extent any net profits income is received in future months, the Trustee anticipates replenishing the cash reserve prior to declaring any future distributions to unitholders. Replenishment of the cash reserve may include any increase in the cash reserve total, as determined by the Trustee. Based on the current excess costs, the Trustee does not foresee any distributions in the near term..

Trust Liquidity

As previously disclosed, accumulated excess costs for the Kansas, Oklahoma, and Wyoming conveyances have resulted in insufficient net proceeds to the Trust which have resulted in no unitholder distributions since July 2023, and a reduction in the Trust’s expense reserve. These conditions raise substantial doubt about the Trust’s ability to continue as a going concern as the Trust does not have sufficient cash to meet its obligations during the one-year period after the dates that the year-end financial statements are issued. Factors attributable to the cash shortage are primarily lower oil and natural gas prices, development costs, the two advance distributions totaling $1,000,000, and the previously disclosed excess cost positions on the Kansas, Oklahoma, and Wyoming conveyances.

The Trustee has curtailed spending as much as possible by deferring or eliminating unnecessary expenses, including the Trustee fee, which has been deferred since April 2024. This does not mitigate the fact that there are dwindling funds, and the Trust may have to take drastic measures to continue to exist or alternatively may have to terminate. The Trustee has sought sources of financing but currently believes that financing in an amount sufficient to satisfy the Trust’s long-term liquidity needs is unlikely to be a viable option for the Trust moving forward. As a result, the Trustee has reviewed and intends to continue to review options for the Trust, which may include alternatives to continuing as a going concern, such as seeking to terminate the Trust or marketing the Trust’s interest (which are net profits interests burdened by excess costs) for a potential sale. The Trustee has reached out to potential third parties regarding interest in the Trust’s assets, but no interest resulted from such discussions. As a result, the Trustee believes that a potential sale of the Trust’s assets may be unlikely in the near term, however it will continue to consider any and all viable options. Even if a sale of the Trust assets was to occur, there is no assurance that the proceeds would result in funds to distribute to unitholders after all financial obligations of the Trust are met. Any material sale of assets and/or termination of the Trust requires unitholder approval by at least 80 percent of all outstanding units.

Hugoton Royalty Trust

SEC Filings and Exchange Status

On August 14, 2026, the Trust filed a Form 12b-25 stating that it would be unable to file the quarterly report on Form 10-Q for the quarter ended June 30, 2026, because it is not currently seeking engagement of a new independent registered public accounting firm, due to cash constraints. Since the Trust is not able to continue to make SEC filings, provide reporting to unitholders, or provide audited financial statements or third-party reserve reports, the unitholders and potential investors may have limited or no information on which to base investment decisions, which could have a negative impact on the market price for the Trust units. The Trust was notified that on July 17, 2026, the Trust units had been removed from the OTCQB and are now trading on the Expert Market on an unsolicited quotes only basis. If the Trust is unable to continue as a going concern, unitholders could incur significant losses on their investment in the Trust or lose their entire investment in the Trust altogether.

The following table shows underlying gas and oil sales and average prices attributable to the net overriding royalty for both the current month and prior month. Underlying gas and oil sales volumes attributable to the current month were primarily produced in July.

		Underlying Sales
		Volumes (a)								Average Price
		Gas (Mcf)				Oil (Bbls)				Gas (Mcf)				Oil (Bbls)
Current Month Dist			665,000				14,000			$	3.37			$	81.43
Prior Month Dist			670,000				14,000			$	2.92			$	87.91
(a) Sales volumes are recorded in the month the Trust receives the related net profits income. Because of this, sales volumes may fluctuate from month to month based on the timing of cash receipts.

Mach Natural Resources (“Mach”) has advised the Trustee that development costs in the amount of $55,000, production expense of $1,518,000 and overhead of $907,000 in determining the royalty calculation for the Trust for the current month.

Excess Costs

Mach has advised the Trustee that excess costs increased by $44,000 on properties underlying the Kansas net profits interests. Underlying cumulative excess costs remaining on the Kansas net profits interests total $3,471,000 including accrued interest of $443,000.

Mach has advised the Trustee that $169,000 in excess costs was recovered on properties underlying the Oklahoma net profits interests. Underlying cumulative excess costs remaining on the Oklahoma net profits interests total $15,068,000, including accrued interest of $1,557,000.

Hugoton Royalty Trust

Mach has advised the Trustee that excess costs increased by $227,000 on properties underlying the Wyoming net profits interests. Underlying cumulative excess costs remaining on the Wyoming net profits interests total $13,613,000, including accrued interest of $1,731,000.

Cumulative excess costs balances above do not include advance distributions made to the Trust by XTO Energy totaling $1,000,000 (net to the Trust), that can be treated as a production cost, except that the advances can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that Mach shall only be entitled to withhold distributions of net proceeds as recoupment to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash.

For more information on the Trust, including the annual tax information, distribution amounts, and historical press releases, please visit our website at www.hgt-hugoton.com.

Statements made in this press release regarding future events or conditions are forward looking statements. Actual future results, including development costs and timing, future net profits (if any), recoupment of excess costs, ability to make future filings with the Securities and Exchange Commission and continued listing on the OTCQB could differ materially due to changes in natural gas and oil prices and other economic conditions affecting the gas and oil industry and other factors described in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2025.

Contact: Nancy Willis Director of Royalty Trust Services Argent Trust Company, Trustee 855-588-7839

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 59.0 KB