Permian Basin Royalty Trust (NYSE: PBT) unitholder files petition to change Indenture voting rules

Rhea-AI Filing Summary

Permian Basin Royalty Trust reports that unit holder SoftVest, L.P. has filed an Original Petition for Modification of Trust in a Texas district court. SoftVest is asking the court to change the Trust’s Indenture so that amendments no longer require approval by 75% of the outstanding units. Instead, SoftVest seeks to allow amendments by a majority in interest of unitholders constituting a quorum at a meeting where a quorum is present, and to replace existing restrictions on certain prohibited amendments with this new majority-based standard. The Trust notes that future outcomes depend on actions by SoftVest, other unit holders, and the courts, and includes standard cautionary language about forward‑looking statements.

Insights

Governance and legal risk analyst

SoftVest seeks court-ordered changes to Permian Basin Royalty Trust’s amendment rules.

SoftVest, L.P., a unitholder of Permian Basin Royalty Trust, has gone to a Texas district court seeking to modify the Trust Indenture. The requested changes would remove the current requirement that certain amendments be approved by 75% of outstanding units and instead allow amendments approved by a majority in interest of unitholders constituting a quorum at a meeting where a quorum is present.

SoftVest also seeks to delete the existing section describing prohibited amendments and replace Article X with language permitting amendment of any provision under the revised majority voting standard. This would materially alter how easily the trust’s governing document can be changed, shifting from a supermajority of all units to a meeting-based majority threshold.

The outcome depends on the court and potential responses by other unitholders. The Trust highlights that actions by SoftVest, other unit holders, or courts are outside its control and could lead to results that differ from current expectations, underscoring governance and legal uncertainty until the petition is resolved.

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: December 26, 2025

PERMIAN BASIN ROYALTY TRUST

(Exact name of Registrant as Specified in Its Charter)

Texas			1-8033	75-6280532
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Argent Trust Company 3838 Oak Lawn Ave. Suite 1720
Dallas, Texas				75219
(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		PBT		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 8.01. Other Events.

On December 26, 2025, SoftVest, L.P.(“SoftVest”), a unit holder of the Permian Basin Royalty Trust (the “Trust”), filed an Original Petition for Modification of Trust (the “Petition”) in the District Court of Tarrant County, Texas (Cause No. 96-373245-25) seeking judicial modification of the Trust’s Indenture. In the Petition, SoftVest seeks to (i) amend Section 8.03 of the Indenture to eliminate the requirement that certain amendments require approval by 75% of the outstanding units of the Trust, and (2) delete Section 10.01 of the Indenture that sets forth certain prohibited amendments and replace Article X of the Indenture with a provision permitting amendment of any provision of the Indenture by a vote of unitholders in accordance with Article VIII (which, as amended, would permit amendment by a majority in interest of unitholders constituting a quorum at a meeting of unitholders where a quorum is present).

The foregoing description of the Petition does not purport to be complete and is qualified in its entirety by reference to the Petition, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-looking Statements

Any statements in this Current Report on Form 8-K and the exhibits filed or furnished herewith about plans for the Trust, plans by SoftVest or other unit holders to seek judicial reformation or modification of the Trust Indenture or take other actions with respect to the Trust, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause the Trust’s actual results to differ materially from the results it anticipates include, but are not limited to actions by SoftVest or other unit holders or other third parties, including courts, that are not within the control of the Trust or the Trustee.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this material represent the Trustee’s views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee’s views as of any date subsequent to the date hereof.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Original Petition for Modification of Trust filed December 26, 2025 by SoftVest in the District Court of Tarrant County, Texas

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.

			PERMIAN BASIN ROYALTY TRUST
		By:	ARGENT TRUST COMPANY, TRUSTEE
		By:	/s/ Nancy Willis
Date: December 30, 2025			Nancy Willis Director of Royalty Trust Services

FAQ

What legal action involving Permian Basin Royalty Trust (PBT) did SoftVest file?

On December 26, 2025, SoftVest, L.P., a unit holder of Permian Basin Royalty Trust, filed an Original Petition for Modification of Trust in the District Court of Tarrant County, Texas, seeking judicial modification of the Trust’s Indenture.

What change to amendment voting thresholds is being sought for Permian Basin Royalty Trust (PBT)?

SoftVest is asking the court to amend Section 8.03 of the Indenture to remove the requirement that certain amendments be approved by 75% of the outstanding units and to permit amendments by a majority in interest of unitholders constituting a quorum at a meeting where a quorum is present.

How would Article X of the Permian Basin Royalty Trust Indenture change under SoftVest’s proposal?

SoftVest seeks to delete Section 10.01, which sets out certain prohibited amendments, and to replace Article X with a provision allowing amendment of any provision of the Indenture by a vote of unitholders in accordance with Article VIII under the revised majority voting framework.

Does Permian Basin Royalty Trust indicate who controls the outcome of the SoftVest petition?

The Trust states that factors or risks include actions by SoftVest, other unit holders, or other third parties, including courts, that are not within the control of the Trust or the Trustee, emphasizing that the outcome depends on these parties.

Where can investors find the full text of the SoftVest petition regarding Permian Basin Royalty Trust (PBT)?

The Trust notes that the brief description is qualified in its entirety by reference to the full Original Petition for Modification of Trust, which is attached as Exhibit 99.1 and incorporated by reference.

What forward-looking statement caution does Permian Basin Royalty Trust provide in connection with the SoftVest petition?

The Trust explains that statements about plans for the Trust or actions by SoftVest and other unit holders are forward-looking statements and that actual results may differ materially, with these statements reflecting the Trustee’s views only as of the date of the material.