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):
July 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 July 2, 2026, MV Oil Trust (the “Trust”)
issued a press release announcing the Trust quarterly distribution for the payment period ended June 30, 2026 (the “July Press
Release”). A copy of the July 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 the Trust under the Exchange Act or the Securities Act of 1933, as amended, but is instead “furnished” for
purposes of that instruction.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
As disclosed in the July Press Release, the Trust’s
net profits interest terminated on June 30, 2026 (the “Termination Date”) in accordance with the terms of the Conveyance
of Net Profits Interest pursuant to which the net profits interest was originally conveyed to the Trust, because the minimum amount of
production (14.4 million barrels of oil equivalent (“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). In accordance with the Amended
and Restated Trust Agreement governing the Trust, the Trust dissolved as of the Termination Date and the Trustee has commenced the winding
up of the business and affairs of the Trust.
Accordingly, on July 2, 2026, The Bank of New
York Mellon Trust Company, N.A., as trustee of the Trust, notified the New York Stock Exchange (“NYSE”) of the Trust’s
intention to voluntarily withdraw the listing of the Trust’s Units of Beneficial Interest (the “Trust Units”) from
the NYSE following the final quarterly cash distribution on July 24, 2026 to the Trust unitholders of record on July 15, 2026, as announced
in the July Press Release.
The Trust expects that listing and trading of
the Trust Units will end prior to market open on July 27, 2026. In addition, promptly following the effectiveness of the delisting, the
Trust intends to file with the with the Securities and Exchange Commission (“SEC”) a certification on Form 15 requesting
the termination of registration of the Trust Units under Section 12(g) of the Exchange Act and the suspension of the Trust’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act. The Trust plans to effect the cancellation of the Trust Units shortly thereafter.
Forward-Looking Statements
This Current Report on Form 8-K contains statements
that are “forward-looking statements” within the meaning of Section 21E of the Exchange Act. All statements contained in
this Form 8-K, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions.
These forward-looking statements include statements regarding the timing of the delisting, deregistration and cancellation of the Trust
Units and are based upon the Trustee’s expectations concerning future events affecting the Trust. These expectations may not prove
to be correct. Important factors that could cause these statements to differ materially include the risk factors described in the Trust’s
Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. Statements made in this Form 8-K 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 Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 99.1 |
MV Oil Trust Press Release issued July 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: July 2, 2026 |
|
By: |
/s/ Elaina C.
Rodgers |
| |
|
|
Elaina C. Rodgers |
| |
|
|
Vice President |
Exhibit 99.1
MV Oil Trust
MV Oil Trust Announces Final Trust Distribution
MV OIL TRUST
The Bank of New York Mellon Trust Company, N.A., Trustee
NEWS
RELEASE
FOR IMMEDIATE RELEASE
Houston, Texas, July 2, 2026 — MV Oil Trust (NYSE: MVO) announced
the Trust distribution of net profits for the quarterly payment period ended June 30, 2026.
Unitholders of record on July 15, 2026 will receive a distribution
amounting to $6,829,206 or $0.593844 per unit payable July 24, 2026. This distribution will be the final Trust distribution.
Volumes, average price and net profits for the payment period were:
| Volume
(BOE) |
|
140,993 |
|
| Average
price (per BOE) |
|
$ |
91.58 |
|
| Gross
proceeds |
|
$ |
12,911,770 |
|
| Costs |
|
$ |
6,244,609 |
|
| Net
profits |
|
$ |
6,667,161 |
|
| Percentage
applicable to Trust’s 80% |
|
|
|
| Net
profits interest |
|
$ |
5,333,729 |
|
| Release
of MV Partners reserve for capital expenditures |
|
$ |
1,000,000 |
|
| Total
cash proceeds available for the Trust |
|
$ |
6,333,729 |
|
| Provision
for current Trust expenses |
|
$ |
(398,218 |
) |
| Release
of Trustee reserve for future Trust expenses(1) |
|
$ |
893,695 |
|
| Net
cash proceeds available for distribution |
|
$ |
6,829,206 |
|
(1)
From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available
for distribution each quarter and built a $1,265,000 cash reserve for the payment of future known, anticipated or contingent expenses
or liabilities of the Trust. The July 2026 distribution includes the remaining balance of such reserve after prior payment of certain
expenses of the Trust.
Termination of the Trust
The net profits interest terminated 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). In accordance with the Amended
and Restated Trust Agreement governing the Trust (the “Trust Agreement”), the Trust dissolved as of the Termination Date
and the Trustee has commenced the winding up of the business and affairs of the Trust. 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. Once the Trust winds up and terminates, it will pay no further distributions.
The market price of the Trust’s Units of Beneficial Interest
(the “Trust Units”) is expected to decline to zero by the time of the final distribution.
Delisting of Trust Units
Due to the termination of the net profits interest and the dissolution
of the Trust on June 30, 2026, on July 2, 2026, The Bank of New York Mellon Trust Company, N.A., as trustee of the Trust, notified the
New York Stock Exchange (“NYSE”) of the Trust’s intention to voluntarily withdraw the listing of the Trust Units from
the NYSE following the final quarterly cash distribution on July 24, 2026. The Trust expects that listing and trading of the Trust Units
will end prior to market open on July 27, 2026. The Trust Units will not be listed or registered on another national securities exchange
following their delisting from the NYSE.
Final Quarterly Report
Promptly following the delisting of the Trust Units, the Trust intends
to file a certification on Form 15 with the Securities and Exchange Commission (“SEC”) requesting the termination of registration
of the Trust Units under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension
of the Trust’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. The Trust plans to effect the cancellation
of the Trust Units shortly thereafter. The Trust does not intend to file a Quarterly Report on Form 10-Q for the quarter ended June 30,
2026 and instead plans to provide a report for the quarter ended June 30, 2026 on the Trust’s website, http://mvo.q4web.com/home/default.aspx,
within 75 days after the end of the second quarter, in accordance with the Trust Agreement.
Available Trust Tax Information
In compliance with the reporting requirements for non-mortgage widely
held fixed investment trusts and the dissemination of Trust tax reporting information, the Trustee will provide a generic tax information
reporting booklet that is intended to be used only to assist Trust unitholders in the preparation of their 2026 federal and state income
tax returns. The projected payment schedule for the net profits interest will be included with the tax information booklet. This tax
information booklet, when available, can be obtained at http://mvo.q4web.com/home/default.aspx. For a summary of certain federal
income tax matters that may be relevant to Trust unitholders, please see “Federal Income Tax Matters” in Item 1 of the Trust’s
Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking
statements” within the meaning of Section 21E of the Exchange Act. 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 the future trading price of the Trust
Units, statements regarding the delisting, deregistration and cancellation of the Trust Units, and statements regarding the dissemination
of the quarterly report for the quarter ended June 30, 2026. Although 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 June 30, 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 SEC. 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 |
