Permian Basin Royalty Trust lowers amendment threshold

Permian Basin Royalty Trust updated its trust indenture after a Texas court approved governance changes requested by unitholder SoftVest, L.P.

Rhea-AI Filing Summary

Permian Basin Royalty Trust updated its trust indenture after a Texas court approved governance changes requested by unitholder SoftVest, L.P. The court order eliminated the prior requirement that certain amendments receive approval from 75% of outstanding units. The revised Article X now allows amendments to any indenture provision by a vote of unitholders under Article VIII, meaning a majority in interest of unitholders can approve changes when a quorum is present. Argent Trust Company, as trustee, executed Amendment No. 2 to the Amended and Restated Trust Indenture to implement these modifications, and the Trust issued a press release describing the hearing results.

Insights

Governance & income‑trust analyst

Court-approved changes lower the voting threshold for trust amendments.

The court order permits Permian Basin Royalty Trust to amend its indenture with a majority-in-interest vote at a quorate meeting, replacing the former 75% outstanding-units requirement for certain changes. Deleting the prior list of prohibited amendments and revising Article X materially reshapes how the trust can evolve its structure.

For investors, this affects unitholder rights and future governance flexibility rather than current cash flows. The impact will depend on how frequently amendments are proposed and approved after May 8, 2026, but the change is structurally significant while being neutral in immediate financial terms.

8-K Event Classification

5 items: 1.01, 3.03, 5.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Former approval threshold: 75% of outstanding units New approval standard: Majority in interest Court hearing date: May 8, 2026 +1 more

4 metrics

Former approval threshold 75% of outstanding units Prior requirement for certain trust indenture amendments

New approval standard Majority in interest Unitholders constituting a quorum at a meeting can amend any provision

Court hearing date May 8, 2026 96th District Court of Tarrant County, Texas hearing and approval

Amendment number Amendment No. 2 Amended and Restated Trust Indenture of Permian Basin Royalty Trust

Key Terms

Material Definitive Agreement, Original Petition for Modification of Trust, Trust Indenture, Units of Beneficial Interest, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Original Petition for Modification of Trust regulatory

"in connection with the Original Petition for Modification of Trust (the "Petition") filed by SoftVest"

A petition filed with a court asking to change the written instructions of a trust—how assets are managed, who benefits, or when and how distributions are made. Think of it as asking a judge to rewrite a will’s operating rules; it matters to investors because such changes can alter who controls or receives company shares held in the trust, shift expected cash flows or tax outcomes, and introduce legal uncertainty or costs that can affect a company’s ownership and value.

Trust Indenture financial

"seeking judicial modification of the Trust's Indenture."

A trust indenture is a legal agreement between a company that borrows money and a special bank or trust company that makes sure the company follows its promises. It acts like a rulebook to protect lenders, ensuring the company pays back loans and follows safety rules. This helps investors feel more confident that their money is safe.

Units of Beneficial Interest financial

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

Units of beneficial interest are pieces of ownership in a trust, fund, or pooled investment that give the holder a right to a share of the assets and income without holding the underlying property directly. Think of them as slices of a pie that entitle you to future slices of profit or distributions; investors care because these units determine how returns, risks, voting rights, and tax treatment are allocated and how easily you can buy or sell your stake.

forward-looking statements regulatory

"Any statements in this press release about future events or conditions ... constitute forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did Permian Basin Royalty Trust (PBT) disclose in this 8-K?

Permian Basin Royalty Trust disclosed court-approved changes to its trust indenture. The modifications remove a 75% outstanding-units approval requirement for certain amendments and allow most indenture changes to be approved by a majority in interest of unitholders at a quorate meeting.

How did the amendment affect voting thresholds for PBT unitholders?

The amendment eliminated the prior requirement that some indenture changes be approved by 75% of outstanding units. Instead, amendments to any provision can now be approved by a majority in interest of unitholders, provided a quorum is present at the meeting where the vote occurs.

Who requested the Permian Basin Royalty Trust indenture modification?

SoftVest, L.P., a unitholder of Permian Basin Royalty Trust, filed the Original Petition for Modification of Trust. Its requested changes to Sections 8.03 and 10.01 of the indenture were approved by the 96th District Court of Tarrant County, Texas after a hearing on May 8, 2026.

What is Amendment No. 2 to the Permian Basin Royalty Trust Indenture?

Amendment No. 2 is a document executed by Argent Trust Company as trustee to implement court-approved changes to the Amended and Restated Trust Indenture. It reflects the new voting rules and replacement of Article X, and is filed as Exhibit 4.1 to the current report.

Did the PBT filing change financial distributions or only governance terms?

The disclosed changes focus on governance and amendment procedures in the trust indenture, not distribution formulas. The filing describes revised voting thresholds and deletion of prohibited-amendment provisions, with no changes to current royalty distribution terms mentioned in the provided content.

What did Permian Basin Royalty Trust announce in its May 8, 2026 press release?

The May 8, 2026 press release announced that the 96th District Court approved SoftVest’s requested modifications to the trust indenture. It highlighted the removal of the 75% approval requirement and the new framework allowing amendments by a majority in interest at meetings with a quorum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:18 PM Learn about SEC filing dates

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: May 8, 2026

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 1.01 Entry into a Material Definitive Agreement.

On May 8, 2026, a hearing (the "Hearing") was held before the 96th District Court of Tarrant County, Texas (the "Court") in connection with the Original Petition for Modification of Trust (the "Petition") filed by SoftVest, L.P. ("SoftVest"), a unitholder of the Permian Basin Royalty Trust (the "Trust"), seeking judicial modification of the Trust's Indenture. At the hearing, the Court approved SoftVest's requested modifications which (1) amended 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) deleted Section 10.01 of the Indenture that sets forth certain prohibited amendments and replaced 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, will permit amendment by a majority in interest of unitholders constituting a quorum at a meeting of unitholders where a quorum is present). As a result of the Court’s order, Argent Trust Company, the trustee of the Trust, entered into Amendment No. 2 to the Amended and Restated Trust Indenture of Permian Basin Royalty Trust dated May 8, 2026 (the “Amendment”) implementing the modifications approved by the Court. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On May 8, 2026, the Trust issued a press release announcing the results of the Hearing. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 7.01 of Report on Form 8-K is being furnished and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1 99.1		Amendment No. 2 to the Amended and Restated Trust Indenture of Permian Basin Royalty Trust Press Release dated May 8, 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.

			PERMIAN BASIN ROYALTY TRUST
		By:	ARGENT TRUST COMPANY, TRUSTEE
		By:	/s/ Nancy Willis
Date: May 8, 2026			Nancy Willis Director of Royalty Trust Services

Exhibit 99.1

Permian Basin Royalty Trust

PERMIAN BASIN ROYALTY TRUST ANNOUNCES RESULTS OF SOFTVEST HEARING REQUESTING MODIFICATION OF TRUST INDENTURE

DALLAS, Texas, May 8, 2026 – Argent Trust Company, as Trustee of the Permian Basin Royalty Trust (NYSE: PBT) (“Permian” or the “Trust”) today announced that a hearing was held on May 8, 2026, before the 96th District Court of Tarrant County, Texas in connection with the Original Petition for Modification of Trust (the “Petition”) filed by SoftVest, L.P. (“SoftVest”), a unitholder of the Trust, seeking judicial modification of the Trust’s Indenture. At the hearing, the Court approved SoftVest’s requested modifications which (1) amended 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) deleted Section 10.01 of the Indenture that sets forth certain prohibited amendments and replaced 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, will permit amendment by a majority in interest of unitholders constituting a quorum at a meeting of unitholders where a quorum is present).

FORWARD-LOOKING STATEMENTS

Any statements in this press release about future events or conditions, 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 the Trustee anticipates include, but are not limited to the factors described in Part I, Item 1A, “Risk Factors” of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A, “Risk Factors” of subsequently filed Quarterly Reports on Form 10-Q.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this press release 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.

* * *

Contact: Nancy Willis, Director of Royalty Trust Services, Argent Trust Company, Trustee, Toll Free – 1.855.588.7839

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 10.1 KB

Other Documents

• EX-4.1 EX-4.1 21.9 KB