Permian Basin Royalty Trust notified of asset merger plan

Permian Basin Royalty Trust reported that unitholder SoftVest, L.P. and affiliates have signed a definitive Combination Agreement with Blackbeard Holdings, LLC and affiliates.

Accepted by SEC EDGAR 07/29/2026 - 01:48 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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

Unitholder group ownership: in excess of 15% of the Trust units Press release date: July 28, 2026

2 metrics

Unitholder group ownership in excess of 15% of the Trust units SoftVest and certain other unitholders requesting a special meeting to consider the transaction

Press release date July 28, 2026 Date Argent Trust Company announced notice of the Combination Agreement

Key Terms

Combination Agreement, rights offering, registration statement on Form S-4, registration statement on Form S-1, +1 more

5 terms

Combination Agreement financial

"entered into a definitive Combination Agreement with Blackbeard Holdings, LLC"

A combination agreement is a legally binding contract that sets out the terms and conditions under which two or more businesses will join together—by merger, acquisition, share exchange, or similar transaction. It specifies price and payment method, closing conditions, required regulatory and shareholder approvals, representations, warranties, covenants and termination rights, so investors can see how ownership, liabilities and timing will change; think of it as the recipe and timeline for a corporate marriage.

rights offering financial

"it will make a rights offering to Trust unitholders with respect to shares of New PBT"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

registration statement on Form S-4 regulatory

"intends to file a registration statement on Form S-4, which includes a proxy statement"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

registration statement on Form S-1 regulatory

"intends to file a registration statement on Form S-1 registering securities of New PBT"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

forward-looking statements regulatory

"constitute forward-looking statements within the meaning of the safe harbor"

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 transaction involving Permian Basin Royalty Trust (PBT) was disclosed?

Permian Basin Royalty Trust reported that SoftVest, L.P. and Blackbeard Holdings, LLC signed a definitive Combination Agreement proposing to combine the Trust’s assets with certain Blackbeard mineral and land interests into a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”).

How much ownership supports calling a special meeting of PBT unitholders?

SoftVest and other investors representing in excess of 15% of the Trust units have requested that Argent Trust Company, as Trustee, call a special meeting of Permian Basin Royalty Trust unitholders to consider and vote on the proposed Combination Agreement and formation of New PBT.

Are the Permian Basin Royalty Trust or its Trustee parties to the Combination Agreement?

Neither the Trust nor the Trustee is a party to the Combination Agreement, is soliciting proxies, or is participating in any offering of securities related to New PBT. The communication is described as being made solely for informational purposes for Permian Basin Royalty Trust unitholders.

What SEC filings related to New PBT are expected for Permian Basin Royalty Trust (PBT)?

New PBT intends to file registration statements on Form S-4 and Form S-1. The Form S-4 will include a proxy statement/prospectus for the special meeting, and the Form S-1 will register securities for a rights offering to Permian Basin Royalty Trust unitholders.

What documents are PBT unitholders encouraged to review about the proposed New PBT transaction?

Unitholders and investors are strongly encouraged to read the Form S-4 (including the proxy statement/prospectus), the Form S-1, any amendments, and other SEC filings by New PBT or SoftVest when available, because these documents will contain important information about the proposed transaction.

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

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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: July 28, 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 7.01 Regulation FD Disclosure.

On July 28, 2026, the Permian Basin Royalty Trust (the "Trust") issued a press release announcing that it was notified by SoftVest, L.P. (“SoftVest”), a unitholder of the Trust, that SoftVest and certain of its affiliates have entered into a definitive Combination Agreement with Blackbeard Holdings, LLC and certain of its affiliates (“Blackbeard”) pursuant to which they propose to combine the assets of the Trust and certain oil and natural gas mineral interest and land operations owned by Blackbeard to create a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”). Completion of the transaction is subject to a vote of Trust unitholders. 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.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This Current Report on Form 8-K is not a proxy solicitation. None of the Trust, the Trustee, or its officers or directors, are soliciting proxies in connection with any special meeting of Trust unitholders and are not participants in any solicitation of proxies by New PBT, SoftVest and/or other unitholders in connection with any special meeting. The Trust and the Trustee are not making any offering of securities. The Trustee and the Trust are making this communication for informational purposes only and do not intend to file a proxy statement or registration statement with respect to the proposed transaction.

The Trustee has been advised that New PBT intends to file (i) a registration statement on Form S-4, which includes a proxy statement relating to a meeting of Trust unitholders and a prospectus of New PBT, and (ii) a Form S-1 registering securities of New PBT with respect to a rights offering with the Securities and Exchange Commission. Unitholders and other investors are strongly encouraged to read the Form S-4, including the proxy statement/prospectus, the Form S-1, any amendments to the Form S-4 and/or Form S-1, and any other documents filed with the Securities and Exchange Commission when they become available because they will contain important information. Unitholders may obtain a free copy of any Form S-4, proxy statement/prospectus, Form S-1, and any amendments and documents that New PBT or SoftVest files with the SEC from the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENTS

Any statements in this Current Report on Form 8-K 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 (as amended) for the year ended December 31, 2025, and Part II, Item 1A, “Risk Factors” of subsequently filed Quarterly Reports on Form 10-Q, as well as factors related to actions by SoftVest or other unitholders, New PBT, Blackbeard, 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 Current Report on Form 8-K 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		Press Release dated July 28, 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: July 29, 2026			Nancy Willis Director of Royalty Trust Services

Exhibit 99.1

Permian Basin Royalty Trust

PERMIAN BASIN ROYALTY TRUST ANNOUNCES NOTICE OF COMBINATION AGREEMENT BETWEEN SOFTVEST AND BLACKBEARD WITH RESPECT TO THE TRUST

DALLAS, Texas, July 28, 2026 – Argent Trust Company, as trustee (“Trustee”) of the Permian Basin Royalty Trust (NYSE: PBT) (“Permian” or the “Trust”), today announced that it was notified by SoftVest, L.P. (“SoftVest”), a unitholder of the Trust, that SoftVest and certain of its affiliates have entered into a definitive Combination Agreement with Blackbeard Holdings, LLC and certain of its affiliates (“Blackbeard”) pursuant to which they propose to combine the assets of the Trust and certain oil and natural gas mineral interest and land operations owned by Blackbeard to create a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”).

Completion of the transaction is subject to a vote of Trust unitholders. SoftVest and certain other unitholders representing in excess of 15% of the Trust units have, as permitted by the Trust indenture, requested that the Trustee call a special meeting of Trust unitholders for purposes of considering the transaction. New PBT has advised the Trustee that it intends to file a registration statement on Form S-4 that includes a prospectus and a proxy statement for purposes of soliciting proxies with respect to the special meeting. New PBT has also advised the Trustee that it intends to file a registration statement on Form S-1 pursuant to which it will make a rights offering to Trust unitholders with respect to shares of New PBT.

Neither the Trust, nor the Trustee is a party to the Combination Agreement, nor is the Trust or the Trustee soliciting proxies or participating in any offering of securities. The Trustee is not making any recommendation to Trust unitholders as to how to vote with respect to the transaction. The Trust is issuing this press release solely for informational purposes for Trust unitholders. Unitholders are encouraged to read the Form S-4 and Form S-1 in their entirety and other materials filed with the Securities and Exchange Commission by New PBT and SoftVest for additional information.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This press release is not a proxy solicitation. None of the Trust, the Trustee, or its officers or directors, are soliciting proxies in connection with any special meeting of Trust unitholders and are not participants in any solicitation of proxies by New PBT, SoftVest and/or other unitholders in connection with any special meeting. The Trust and the Trustee are not making any offering of securities. The Trustee and the Trust are making this communication for informational purposes only and do not intend to file a proxy statement or registration statement with respect to the proposed transaction.

The Trustee has been advised that New PBT intends to file (i) a registration statement on Form S-4, which will include a proxy statement relating to a meeting of Trust unitholders and a prospectus of New PBT, and (ii) a Form S-1 registering securities of New PBT with respect to the rights offering with the Securities and Exchange Commission. Unitholders and other investors are strongly encouraged to read the Form S-4, including the proxy statement/prospectus, the Form S-1, any amendments to the Form S-4 and/or Form S-1, and any other documents filed with the Securities and Exchange Commission when they become available because they will contain important information. Unitholders may obtain a free copy of any Form S-4, proxy statement/prospectus, Form S-1, and any amendments and documents that New PBT or SoftVest files with the SEC from the SEC’s website at www.sec.gov.

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 (as amended) for the year ended December 31, 2025, and Part II, Item 1A, “Risk Factors” of subsequently filed Quarterly Reports on Form 10-Q, as well as factors related to actions by SoftVest or other unitholders, New PBT, Blackbeard, 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 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

1 document

Press Releases

• EX-99.1 EX-99.1 15.5 KB