PERMIAN BASIN ROYALTY TRUST (PBT) SEC Filings

Permian Basin Royalty Trust reported higher distributable income for the three and six months ended June 30, 2026, driven largely by settlement payments from Blackbeard rather than stronger underlying operations. Royalty income was $4.16M for the quarter and $7.71M year‑to‑date, both above 2025 levels, while oil and gas prices generally declined across Waddell Ranch and Texas Royalty properties.

The Trust remains passive, with total assets of $2.41M and a small trust corpus of $161,721, while Waddell Ranch still carries substantial excess costs of $46.0M net to the Trust that must be recovered before that conveyance contributes royalty income. A $9.0M settlement from Blackbeard is being paid in installments, including $1.125M in each of January and April 2026, boosting distributions to Unitholders.

Governance changed after a court‑approved amendment on May 8, 2026 reduced the approval threshold for Trust Indenture amendments from 75% of outstanding units to a majority of Unitholders constituting a quorum. A proposed Business Combination with Blackbeard‑related assets into New PBT is being advanced by SoftVest and affiliates and will be subject to a Unitholder vote; the Trustee is not a party to the agreement and is not making a recommendation.

Permian Basin Royalty Trust is pursuing a $2.2 billion business combination with US Land Guild to form PBT Land & Minerals (“New PBT”), an Up‑C structure aligned with Blackbeard Operating. PBT unitholders are expected to own about 59.3% of New PBT, with Blackbeard and affiliates holding about 40.7%.

The plan converts PBT’s Waddell Ranch Net Profits Interest into a cost‑free ~15% effective royalty interest, eliminates the excess cost deficit, and contributes roughly 111,000 Permian net royalty acres and 68,000 surface acres to New PBT. A $120 million fully‑backstopped rights offering and private placement at $24.17 per share (a 12.5% discount to PBT’s 7/27/2026 price) will fund transaction fees and repay USLG debt, targeting leverage of about 0.4x pro forma Q1 2026 annualized Adjusted EBITDA of $154.5 million.

New PBT will have a $500 million senior secured revolving credit facility (with $60 million drawn pro forma and total liquidity of $445.1 million), a majority‑independent seven‑member board, and leadership from USLG/Blackbeard. The transaction is subject to PBT unitholder approval, regulatory clearances and other customary closing conditions, with closing expected in the second half of 2026.

SoftVest and Blackbeard agreed to combine Permian Basin Royalty Trust with Blackbeard’s US Land Guild assets in a transaction valued at approximately $2.24 billion, creating PBT Land and Minerals, Inc. (“New PBT”). Blackbeard contributes 80,000 net royalty acres and 68,000 surface acres, while PBT converts its Waddell Ranch Net Profits Interest into a cost-free ~15% effective royalty interest representing 31,000 net royalty acres.

After closing, existing PBT unitholders are expected to own about 59% of New PBT and Blackbeard and affiliates about 41%. New PBT is expected to have a JPMorgan-led $500 million senior secured revolving credit facility with a $100 million accordion and leverage of less than 0.4x pro forma first quarter 2026 annualized Adjusted EBITDA. A concurrent $120 million rights offering and private placement is planned, with the rights offering fully backstopped by SoftVest and Horizon Kinetics.

SoftVest Advisors, SoftVest GP I, SoftVest, L.P., and Eric L. Oliver amend their Schedule 13D on Permian Basin Royalty Trust, reporting beneficial ownership of 6,217,107 Units of Beneficial Interest, or 13.3% of the 46,608,796 Units outstanding.

A July 28, 2026 Combination Agreement provides for PBT Land and Minerals, Inc. (New PBT) to acquire a majority of the Trust’s assets plus approximately 68,000 acres of surface estate and a 15% effective royalty interest from Blackbeard Holdings. After the business combination, former unitholders are expected to hold 59.3% of New PBT common stock, with Blackbeard Security and Greybeard Energy together holding 40.7%.

SoftVest has entered into a Voting and Support Agreement to vote all eligible Units for the transaction and accept transfer and solicitation restrictions, and a Commitment and Backstop Agreement under which SoftVest and Horizon Kinetics will exercise subscription rights and backstop up to $71.16 million of New PBT Class A shares in a rights offering.

Permian Basin Royalty Trust reported that unitholder SoftVest, L.P. and affiliates have signed a definitive Combination Agreement with Blackbeard Holdings, LLC and affiliates. The parties propose to combine the Trust’s assets with certain Blackbeard oil and gas mineral interests and land operations to form a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”). Completion of any transaction would require approval at a meeting of Trust unitholders.

SoftVest and other unitholders holding in excess of 15% of the Trust units have asked the Trustee to call a special meeting to consider the proposal. New PBT intends to file registration statements on Form S-4 and Form S-1, including a proxy statement/prospectus and a rights offering for New PBT shares. The Trust and its Trustee are not parties to the Combination Agreement, are not soliciting proxies, and are not making any voting recommendation.

PBT Land & Minerals is pursuing a business combination that merges Permian Basin Royalty Trust with US Land Guild to form “New PBT,” a premier land and minerals platform in the Central Basin Platform of the Permian Basin. The Transaction values the combination at $2.2 billion and is expected to give existing PBT unitholders about 59.3% pro forma ownership and Blackbeard Holdings and affiliates about 40.7%, subject to approval by a majority of PBT unitholders present at a special meeting.

The structure converts PBT’s Waddell Ranch Net Profits Interest into a cost‑free ~15% effective royalty interest, eliminates the excess‑cost deficit, and adds USLG’s ~80,000 net royalty acres and ~68,000 surface acres. New PBT plans a fully backstopped $120 million rights offering and private placement, uses proceeds to repay USLG debt and pay fees, and expects pro forma leverage of about 0.4x Q1 2026 annualized Adjusted EBITDA of $154.5 million. A JPMorgan‑led $500 million senior secured revolving credit facility with a $100 million accordion supports liquidity, with total liquidity of $445.1 million pro forma.

New PBT will operate as an Up‑C with a C‑corporation parent trading as “PBT” and a majority‑independent board, including two Blackbeard designees and SoftVest’s Eric Oliver as Chairman. Management from Blackbeard/USLG will lead the company, emphasizing operator alignment, multi‑stream surface and royalty revenues, and high‑margin, capital‑light cash flows backed by over 10 years of identified horizontal drilling inventory.

PBT Land and Minerals, Inc. (“New PBT”) is being created through a proposed $2.24 billion combination of Permian Basin Royalty Trust with US Land Guild mineral and land assets owned by Blackbeard and affiliates. Blackbeard will contribute 80,000 net royalty acres and 68,000 surface acres, while PBT’s existing Net Profits Interest in Waddell Ranch will convert into a new cost-free ~15% effective royalty interest representing 31,000 net royalty acres.

After closing, PBT unitholders are expected to own about 59% of New PBT and Blackbeard-related holders about 41%. New PBT is expected to have a JPMorgan-led $500 million Senior Secured Revolving Credit Facility with a $100 million accordion and leverage of less than 0.4x pro forma first quarter 2026 annualized Adjusted EBITDA. A concurrent $120 million rights offering and private placement is planned, with the rights offering fully backstopped.

Pro forma Adjusted EBITDA is shown at $38.6 million for the three months ended March 31, 2026 and $127.2 million for 2025, with a 90% Adjusted EBITDA margin in both periods. Closing is targeted for the second half of 2026, subject to PBT unitholder approval, regulatory clearances and customary conditions.

Permian Basin Royalty Trust declared a July cash distribution of $0.043566 per unit, or $2,030,599.85 across 46,608,796 units, payable on August 14, 2026 to unitholders of record on July 31, 2026. The distribution increased from the prior month, largely due to a $1,125,000 settlement payment from Blackbeard Operating LLC and higher oil prices from the Texas Royalty Properties.

The Waddell Ranch properties contributed nothing to this distribution because production costs exceeded gross proceeds for June, leaving them in a continuing excess cost position. Future Waddell Ranch proceeds, including any accrued interest, must first recover these excess costs before any amounts flow to the Trust.

For the Texas Royalty Properties, underlying production was 15,307 barrels of oil and 6,545 Mcf of gas, with 13,842 barrels and 5,923 Mcf net to the Trust at average prices of $99.90 per bbl for oil and $8.61 per Mcf for gas. This generated revenues of $1,585,528, taxes and expenses of $137,243, and net profit of $1,448,285, of which the Trust’s 95% net profits interest provided $1,375,871. General and administrative expenses net of interest were $470,271, including a $400,000 increase to the expense reserve.

The Trust also relays information from a SoftVest Schedule 13D about a preliminary, non-binding term sheet for a potential business combination involving a new public company owning the Trust’s assets and certain Blackbeard Holdings assets. Any such transaction would likely require approval by a majority in interest of unitholders at a meeting where a quorum is present.

Permian Basin Royalty Trust filed an amended 2025 annual report to update disclosures on oil and gas properties, reserves and related analysis. The trust holds 75% net overriding royalties on the Waddell Ranch and 95% on major Texas royalty properties, and distributes monthly net proceeds to unitholders; as of March 27, 2026 it had 46,608,796 units outstanding.

For 2025, royalty interests reflected production of 3,432,650 barrels of oil and 15,540,798 Mcf of gas at average realized prices of about $65.95 per barrel and $1.78 per Mcf. Waddell Ranch lease operating expense was $98 million (gross), with an average lifting cost of $18.26 per barrel of oil equivalent.

At December 31, 2025, proved developed reserves attributable to the royalties totaled 13,384 thousand barrels of oil and 37,705 thousand Mcf of gas (19,668 thousand BOE, supporting estimated future net revenue of $925,721 thousand and a standardized 10% discounted value of $547,922 thousand. Key risks include commodity price volatility, rising production and development costs, dependence on operators such as Blackbeard for data and development activity, exclusion of proved undeveloped reserves after 2023, and a SoftVest, L.P. court petition that could ease voting thresholds and enable structural changes, including conversion to a taxable entity or termination.