Auditor exit and going concern note at Hugoton Royalty Trust (HGTXU)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hugoton Royalty Trust dismissed Grant Thornton LLP as its independent registered public accounting firm, following a decision recommended and approved by Argent Trust Company, the Trustee. Grant Thornton’s most recent audit report on the year ended December 31, 2025 included an explanatory paragraph expressing substantial doubt about the Trust’s ability to continue as a going concern, but otherwise was not adverse or qualified.

The Trust states there were no disagreements with Grant Thornton on accounting principles, financial statement disclosure, or audit procedures, and no reportable events under Regulation S-K Item 304(a)(1)(v). Because of cash constraints, the Trust is not currently seeking to engage a new independent registered public accounting firm.

Positive

None.

Negative

Going concern uncertainty: The outgoing auditor’s report for the year ended December 31, 2025 included an explanatory paragraph expressing substantial doubt about the Trust’s ability to continue as a going concern.
No new auditor due to cash constraints: The Trust states that, because of cash constraints, it is not currently seeking engagement with a new independent registered public accounting firm, raising concerns about future audited reporting.

Insights

Auditor dismissal with going concern language and no replacement heightens financial risk.

The Trust has dismissed Grant Thornton LLP as auditor after a report that highlighted substantial doubt about its ability to continue as a going concern for the year ended December 31, 2025. The filing also notes cash constraints and that a new auditor is not being sought.

While the Trust reports no disagreements or reportable events under Item 304(a)(1)(v) of Regulation S-K, the combination of going concern language, auditor dismissal, and delayed reappointment points to elevated financial stress. Future disclosures in periodic reports will be important for understanding how these constraints affect operations and reporting.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Audit period: Year ended December 31, 2025 Auditor dismissal date: April 16, 2026 Exhibit 16.1 date: April 17, 2026

3 metrics

Audit period Year ended December 31, 2025 Period covered by Grant Thornton’s most recent report

Auditor dismissal date April 16, 2026 Date Hugoton Royalty Trust dismissed Grant Thornton LLP

Exhibit 16.1 date April 17, 2026 Date of Grant Thornton’s letter filed as Exhibit 16.1

Key Terms

going concern, independent registered public accounting firm, reportable events, Regulation S-K

4 terms

going concern financial

"an explanatory paragraph relating to substantial doubt about the Trust’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

independent registered public accounting firm financial

"dismissed Grant Thornton LLP as its independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there were no reportable events of the kind defined in Item 304(a)(1)(v)"

Regulation S-K regulatory

"defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Understanding 8-K Material Events →

04/17/2026 - 04:51 PM

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): April 16, 2026

    

HUGOTON ROYALTY TRUST

(Exact name of Registrant as Specified in Its Charter)


Texas	001-010476	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:


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

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 4.01 Changes in Registrant’s Certifying Accountant.

On April 16, 2026, Hugoton Royalty Trust (the “Trust”) dismissed Grant Thornton LLP (“GT”) as its independent registered public accounting firm. The decision to dismiss GT was recommended and approved by Argent Trust Company, the Trustee of the Trust (the “Trustee”).

The report of GT on the Trust’s financial statements as of and for the year ended December 31, 2025 did not contain an adverse opinion or disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report included an explanatory paragraph relating to substantial doubt about the Trust’s ability to continue as a going concern.

During the most recent fiscal year ended December 31, 2025, and in the subsequent interim period through the April 16, 2026, there were no disagreements with GT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GT, would have caused GT to make a reference to the subject matter of the disagreements in connection with its report. In addition, there were no reportable events of the kind defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).

The Trust provided GT with a copy of the foregoing disclosures and has requested that GT furnish the Trust with a letter addressed to the Securities and Exchange Commission stating whether or not GT agrees with such disclosures, and if not, stating the respects in which they do not agree. The Trust has received the requested letter from GT, and a copy of the letter is filed as Exhibit 16.1 to this current report on Form 8-K.

Due to the cash constraints of the Trust, it is not currently seeking engagement with a new independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


	Exhibit No.	Description
	16.1*	Letter from Grant Thornton LLP, to the U.S. Securities and Exchange Commission, dated April 17, 2026

* filed herewith

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:	April 17, 2026	By:	/s/ NANCY WILLIS
			Nancy Willis
			Director of Royalty Trust Services

Source: View Original Filing on SEC EDGAR

FAQ

Why did Hugoton Royalty Trust (HGTXU) dismiss Grant Thornton as its auditor?

Hugoton Royalty Trust dismissed Grant Thornton LLP as its independent registered public accounting firm after approval by Argent Trust Company, the Trustee. The filing does not cite disagreements; it emphasizes that Grant Thornton’s last report contained a going concern explanatory paragraph but no adverse or qualified opinion.

Did Grant Thornton’s report on Hugoton Royalty Trust include a going concern warning?

Yes. Grant Thornton’s report on Hugoton Royalty Trust’s financial statements for the year ended December 31, 2025 contained an explanatory paragraph about substantial doubt regarding the Trust’s ability to continue as a going concern, while otherwise remaining unqualified and not adverse.

Were there any disagreements between Hugoton Royalty Trust and Grant Thornton?

The Trust reports no disagreements with Grant Thornton during the most recent fiscal year and through April 16, 2026. This covers accounting principles, financial statement disclosure, and audit scope or procedures that, if unresolved, would have been referenced in Grant Thornton’s report.

Is Hugoton Royalty Trust (HGTXU) appointing a new independent auditor?

The Trust states that due to cash constraints it is not currently seeking engagement with a new independent registered public accounting firm. This suggests audited financial reporting may be delayed or constrained until its cash position allows hiring a replacement auditor.

What did Grant Thornton say about Hugoton Royalty Trust’s disclosures in this change?

The Trust provided Grant Thornton with its disclosures and requested a response letter to the SEC indicating agreement or disagreement. Grant Thornton supplied this letter, which the Trust filed as Exhibit 16.1, dated April 17, 2026, alongside the current report.

Filing Exhibits & Attachments

1 document