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Permian Basin Royalty Trust holders request deal vote

The requested vote would cover a transaction-related trust amendment, the PBT Land and Minerals incentive plan and a possible adjournment to solicit additional proxies.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Permian Basin Royalty Trust (PBT) said Argent Trust Company, its trustee, received a request from SoftVest Advisors, LLC and other unitholders who collectively own more than 15% of the outstanding Units to call a special meeting. The trustee intends to call the meeting under the Trust Indenture. The requested meeting is scheduled for November 23, 2026, with a record date of October 13, 2026.

The requested vote would cover an amendment to the Trust Indenture to effect the business combination under the Combination Agreement, the PBT Land and Minerals, Inc. Omnibus Incentive Plan, and authorization to adjourn if necessary or appropriate to solicit additional proxies. The Form S-4 containing a proxy statement/prospectus was declared effective on October 23, 2026. The Trust and trustee are not parties to the Combination Agreement, are not soliciting proxies or participating in an offering of securities, and the trustee is making no voting recommendation.

Filing Explained

This filing also reports that New PBT’s Form S-1 registering securities for a rights offering was declared effective on October 23, 2026; effectiveness is registration for sale, not evidence that securities were sold.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Requesting holders’ ownership More than 15% of outstanding Units SoftVest Advisors, LLC and other requesting holders collectively
Requested special meeting date November 23, 2026 Meeting requested by unitholders
Record date October 13, 2026 Requested special meeting
Trust Indenture regulatory
"an amendment to the Trust Indenture to effect the Business Combination"
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.
record date regulatory
"with a record date of October 13, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Omnibus Incentive Plan financial
"PBT Land and Minerals, Inc. Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
proxy statement / prospectus regulatory
"proxy statement / prospectus included in the Form S-4"
A proxy statement and a prospectus are formal documents companies provide to investors: a proxy statement explains items shareholders will vote on at a meeting (like electing directors or approving pay) and serves like an agenda with background information, while a prospectus describes the details, risks and terms of a new securities offering, like a product brochure with price and safety notes. Investors use these papers to judge governance, potential dilution, costs and risks before voting or buying, much like reading a menu and warranty before choosing a product.

FAQ

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

What would PBT unitholders vote on at the requested special meeting?

The requested meeting would ask unitholders to approve an amendment to the Trust Indenture to effect the business combination, approve the PBT Land and Minerals, Inc. Omnibus Incentive Plan, and authorize an adjournment if necessary or appropriate to solicit additional proxies.

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

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Available on EDGAR Accepted by SEC EDGAR 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: October 23, 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 8.01 Other Events

On October 23, 2026, Argent Trust Company (the “Trustee”), as trustee of the Permian Basin Royalty Trust (the “Trust”) announced that it has received a request from SoftVest Advisors, LLC (“SoftVest”), together with other holders of units of beneficial interest (“Units”) who collectively with SoftVest own more than 15% of the outstanding Units of the Trust, to call a special meeting (“Special Meeting”) of the Trust’s Unit holders to be held on November 23, 2026, with a record date of October 13, 2026. The purpose of the Special Meeting requested by the Unit holders is to present for a vote by the Trust’s Unit holders (i) a proposal to approve and adopt the terms of an amendment to the Trust Indenture to effect the Business Combination pursuant to the Combination Agreement (as set forth in the proxy statement / prospectus included in the Form S-4 filed with the Securities and Exchange Commission by PBT Land and Minerals, Inc., SoftVest, SoftVest, L.P., SoftVest GP I, LLC, and Eric L. Oliver (the “Participants”) and declared effective on October 23, 2026, (ii) a proposal to approve and adopt the terms of the PBT Land and Minerals, Inc. Omnibus Incentive Plan, and (iii) a proposal to authorize an adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the aforementioned proposals. In accordance with the terms of the Trust’s Indenture, the Trustee intends to call the Special Meeting. Additional details regarding the Special Meeting will be set forth in the Trustee’s notice of special meeting to be mailed to Unit holders beginning October 23, 2026 and are also set forth in the Form S-4.

 

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 the Special Meeting and are not participants in any solicitation of proxies by the Participants and/or other Unit holders in connection with the Special Meeting. The Trustee and the Trust are making this communication for informational purposes only and do not intend to file a proxy statement with respect to the Special Meeting.

The Participants have filed a proxy statement / prospectus included in the Form S-4 with the Securities and Exchange Commission in connection with the Special Meeting. Unit holders are strongly encouraged to read the proxy statement / prospectus because it contains important information. Unit holders may obtain a free copy of the proxy statement / prospectus, any amendments and documents that the Participants and/or any other Unit holders or the Trust 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 the Participants 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 October 23, 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: October 23, 2026

 

 

Nancy Willis
Director of Royalty Trust Services

 


 

Exhibit 99.1

Permian Basin Royalty Trust

 

PERMIAN BASIN ROYALTY TRUST ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING TO CONSIDER SOFTVEST PROPOSALS

 

DALLAS, Texas, October 23, 2026 – Argent Trust Company, as trustee (“Trustee”) of the Permian Basin Royalty Trust (NYSE: PBT) (“Permian” or the “Trust”), today announced that it has received a request from SoftVest Advisors, LLC (“SoftVest”), together with other holders of units of beneficial interest (“Units”) who collectively with SoftVest own more than 15% of the outstanding Units of the Trust, to call a special meeting (“Special Meeting”) of the Trust’s Unit holders to be held on November 23, 2026, with a record date of October 13, 2026. The purpose of the Special Meeting requested by the Unit holders is to present for a vote by the Trust’s Unit holders (i) a proposal to approve and adopt the terms of an amendment to the Trust Indenture to effect the Business Combination pursuant to the Combination Agreement (as set forth in the proxy statement / prospectus included in the Form S-4 filed with the Securities and Exchange Commission by PBT Land and Minerals, Inc. (“New PBT”), SoftVest, SoftVest, L.P., SoftVest GP I, LLC, and Eric L. Oliver (the “Participants”) and declared effective on October 23, 2026, (ii) a proposal to approve and adopt the terms of the PBT Land and Minerals, Inc. Omnibus Incentive Plan, and (iii) a proposal to authorize an adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the aforementioned proposals. In accordance with the terms of the Trust’s Indenture, the Trustee intends to call the Special Meeting. Additional details regarding the Special Meeting will be set forth in the Trustee’s notice of special meeting to be mailed to Unit holders beginning on October 23, 2026, and are also set forth in the Form S-4.

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 the Form S-1 filed by New PBT and declared effective on October 23, 2026 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 the Participants 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.

 

New PBT has filed (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 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

 

 


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