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 2, 2026
MV Oil Trust
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-33219 |
|
06-6554331 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
The Bank of New York Mellon Trust Company, N.A.,
Trustee
Global Corporate Trust
601 Travis Street, Floor 16
Houston, Texas |
77002 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: 1-713-483-6020
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 (see General Instruction
A.2. below):
¨
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 |
MVO |
The New York Stock Exchange |
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 April 2, 2026, MV Oil Trust issued a press release
announcing the Trust quarterly distribution for the payment period ended March 31, 2026. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K,
the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference
in any filing by MV Oil Trust under the Exchange Act or the Securities Act of 1933, as amended, but is instead “furnished”
for purposes of that instruction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 99.1 |
MV Oil Trust Press Release issued April 2, 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.
| |
MV Oil Trust |
| |
|
| |
By: |
The Bank of New York Mellon Trust Company, N.A.,
as Trustee |
| |
|
| Date: April 2, 2026 |
|
By: |
/s/ Elaina C. Rodgers |
| |
|
|
Elaina C. Rodgers |
| |
|
|
Vice President |
Exhibit 99.1
MV Oil Trust
MV Oil Trust Announces Trust First Quarter Distribution
MV OIL TRUST
The Bank of New York Mellon Trust Company, N.A., Trustee
NEWS RELEASE
FOR IMMEDIATE RELEASE
Houston, Texas, April 2, 2026 — MV Oil Trust (NYSE: MVO) announced
the Trust distribution of net profits for the quarterly payment period ended March 31, 2026.
Unitholders of record on April 15, 2026 will receive a distribution
amounting to $1,955,000 or $0.170 per unit payable April 24, 2026.
Volumes, average price and net profits for the payment period were:
| Volume (BOE) | |
| 140,853 | |
| Average price (per BOE) | |
$ | 56.57 | |
| Gross proceeds | |
$ | 7,967,576 | |
| Costs | |
$ | 5,274,488 | |
| Net profits | |
$ | 2,693,088 | |
| Percentage applicable to Trust’s 80% | |
| | |
| Net profits interest | |
$ | 2,154,470 | |
| MV Partners reserve for capital expenditures | |
$ | -- | |
| Total cash proceeds available for the Trust | |
$ | 2,154,470 | |
| Provision for current estimated Trust expenses | |
$ | (199,470 | ) |
| Net cash proceeds available for distribution | |
$ | 1,955,000 | |
Termination of the Trust
As previously disclosed in the Trust’s annual and quarterly reports
filed with the Securities and Exchange Commission, the net profits interest will terminate on June 30, 2026 (the “Termination Date”)
because the minimum amount of production (14.4 MMBoe) applicable to the net profits interest has been produced and sold (which amount
is the equivalent of 11.5 MMBoe with respect to the Trust’s net profits interest). The Trustee will make a final quarterly cash
distribution, if any, on or about July 24, 2026 to the Trust unitholders of record on the 15th day following June 30, 2026, and the Trust
units are expected to be cancelled shortly thereafter. The Trust will not be entitled to any net proceeds that MV Partners, LLC
(“MV Partners”) receives after the Termination Date from the sale of production from the underlying properties. The Trust
will dissolve and commence winding up its business and affairs after the Termination Date and, once the Trust winds up and terminates,
it will pay no further distributions.
The market price of the Trust units will decline to zero at the termination
of the Trust, which will occur after the termination of the net profits interest.
Potential Delisting of Trust Units
If the Trust units are trading at a price substantially in excess of
the aggregate distributions that may reasonably be expected to be made prior to the termination of the Trust, the price decline associated
with the termination is likely to include one or more abrupt substantial decreases, similar to the substantial decrease experienced during
the fourth quarter of 2025. Please see the risk factor captioned “The market price for the Trust Units may not reflect the value
of the net profits interest held by the Trust and, in addition, over time will decline to zero around or shortly after the termination
date of the net profits interest, June 30, 2026” in Item 1A of the Trust’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025.
Under the continued listing requirements of the New York Stock Exchange
(“NYSE”), a company will be considered to be out of compliance with the exchange’s minimum price requirement if the
company’s average closing price over a consecutive 30-trading-day period is less than $1.00 (the “Minimum Price Requirement”).
Under NYSE rules, a company that is out of compliance with the Minimum Price Requirement has a cure period of six months to regain compliance
if it notifies the NYSE within 10 business days of receiving a deficiency notice of its intention to cure the deficiency. Due to the nature
of the Trust and the limited powers of the Trustee, however, if the Trust units were to fall below the Minimum Price Requirement, the
Trust does not expect to be able to demonstrate an intention to cure any such deficiency. In that event, the NYSE has indicated that it
would initiate the delisting process for the Trust units promptly after delivering a deficiency notice to the Trust, without any cure
period.
If delisted by the NYSE, the Trust units are expected to be transferred
to the over-the-counter (“OTC”) market, a significantly more limited market than the NYSE, which could affect the market price,
trading volume, liquidity and resale price of the Trust units. Securities that trade on the OTC markets also typically experience more
volatility compared to securities that trade on a national securities exchange.
Due to the expected decline in the trading price of the Trust units
prior to the Termination Date, the Trust may be unable to maintain compliance with the Minimum Price Requirement and could become subject
to the NYSE delisting procedures prior to the Termination Date.
Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this
press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions.
These forward-looking statements include the amount and date of any anticipated distribution to unitholders, expectations regarding any
final distribution to unitholders following the termination of the net profits interest, expectations regarding the future trading price
of the Trust units, and statements regarding the possible delisting of the Trust units. Although MV Partners, LLC (“MV Partners”)
has advised the Trust that MV Partners believes that the expectations contained in this press release are reasonable, no assurances can
be given that such expectations will prove to be correct. The announced distributable amount is based on the amount of cash received or
expected to be received by the Trustee from the underlying properties on or prior to the record date with respect to the quarter ended
March 31, 2026. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that
could cause these statements to differ materially include the actual results of drilling operations, risks inherent in drilling and production
of oil and gas properties, the ability of commodity purchasers to make payment, actions by the members
of the Organization of Petroleum Exporting Countries, and other risk factors described in the Trust’s Annual Report on Form 10-K
for the year ended December 31, 2025 filed with the Securities and Exchange Commission. Statements made in this press release are
qualified by the cautionary statements made in these risk factors. The Trust does not intend, and assumes no obligations, to update any
of the statements included in this press release.
| Contact: |
MV Oil Trust |
| |
The Bank of New York Mellon Trust Company, N.A., as Trustee |
| |
Elaina Rodgers |
| |
713-483-6020 |
| |
601 Travis Street, Floor 16, Houston, TX 77002 |
