Permian Basin (NYSE: PBT) August payout gets no Waddell Ranch cash

Rhea-AI Filing Summary

Permian Basin Royalty Trust (PBT) declared a monthly cash distribution of $0.018701 per unit, payable on September 15, 2026, to unitholders of record on August 31, 2026. Total cash distributed is $871,663.17 across 46,608,796 units. The distribution excludes any proceeds from the Waddell Ranch properties because production costs exceeded gross proceeds for July, leaving those properties in an excess cost position.

For the Texas Royalty Properties, underlying production was 15,959 barrels of oil and 6,193 Mcf of gas, with the Trust’s allocated portion at 14,405 barrels of oil and 5,581 Mcf of gas. Average realized prices were $93.10 per barrel of oil and $9.55 per Mcf of gas, generating revenues of $1,544,865 and a net profit of $1,395,216, of which $1,325,455 contributed to this month’s distribution after applying the Trust’s 95% net profits interest. General and administrative expenses, net of interest, were $453,792, including a $250,000 addition to the expense reserve.

Filing Explained

The proposed combination would move Trust assets into New PBT, but remains subject to a unitholder vote and is not completed.

This Form 8-K reports a proposed Business Combination under which the Trust’s assets and certain Blackbeard Holdings assets would be combined to create PBT Land and Minerals, Inc. (New PBT), with completion subject to a vote of Trust unitholders.

If completed, the disclosed structural consequence would be moving the Trust assets into a new publicly traded corporation; the vote and transaction completion are still pending.

The Trust and Argent Trust Company, as trustee, are not parties to the Combination Agreement, are not soliciting proxies, and are not participating in the securities offering.

New PBT has registered securities on Form S-1 for a rights offering to Trust unitholders; because registration alone sells nothing, this filing establishes registration and a planned offering, not a completed sale or proceeds.

The special-meeting record date and meeting date will be provided later, making those dates and the unitholder vote the specified next milestones.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Monthly cash distribution per unit: $0.018701 per unit Total cash distribution: $871,663.17 Units outstanding: 46,608,796 units +5 more

8 metrics

Monthly cash distribution per unit $0.018701 per unit Declared for unitholders of record on August 31, 2026, payable September 15, 2026

Total cash distribution $871,663.17 Distributed to 46,608,796 units outstanding for the August 2026 distribution

Units outstanding 46,608,796 units Units of beneficial interest entitled to the August 2026 distribution

Texas Royalty Properties net profit $1,395,216 Net profit for July 2026 after $149,649 of taxes and expenses

Contribution from Texas Royalty Properties $1,325,455 Net contribution to the August 2026 distribution based on 95% net profits interest

General and Administrative Expenses $453,792 Deducted for the month, net of interest earned, including reserve increase

Expense reserve increase $250,000 Portion of monthly G&A allocated to increase the expense reserve for liabilities

Settlement payment from Blackbeard Operating LLC $1,125,000 Fourth settlement payment included in the July distribution, not in current month

Key Terms

excess cost position, net profits interest, rights offering, trust indenture, +1 more

5 terms

excess cost position financial

"total production costs exceeded gross proceeds for the month of July, resulting in a continuing excess cost position"

An excess cost position is when an activity, product line, contract or project is incurring expenses that exceed the planned budget, reimbursement rate or internal cost target, creating an additional outlay the organization must cover. Investors care because it signals pressure on profit margins and cash flow—like regularly spending beyond your monthly allowance—so it can reduce earnings, force reserve use, prompt price or strategy changes, or require extra funding.

net profits interest financial

"necessary to calculate the net profits interest (“NPI”) proceeds for a given month"

A net profits interest (NPI) is a contractual right to receive a fixed percentage of a project’s or asset’s profits after allowable costs are paid, rather than a share of gross revenue or ownership. For investors, it matters because it gives upside tied to actual profitability while shielding the holder from direct operating expenses and capital calls, similar to getting a portion of the leftover profits from a business after the bills are settled.

rights offering financial

"Form S-1 pursuant to which it will make a rights offering to Trust Unitholders"

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.

trust indenture regulatory

"in accordance with the Trust indenture, if NPI proceeds are received"

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.

Business Combination financial

"to create a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”) (the “Business Combination”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

FAQ

What monthly cash distribution did PBT declare in this 8-K?

Permian Basin Royalty Trust declared a cash distribution of $0.018701 per unit, payable on September 15, 2026, to unitholders of record on August 31, 2026, for a total distribution of $871,663.17 across 46,608,796 units.

Did the August 2026 PBT distribution include proceeds from the Waddell Ranch properties?

No. The distribution did not include proceeds from the Waddell Ranch properties because production costs exceeded gross proceeds for July 2026, resulting in a continuing excess cost position that must be recovered before future proceeds are distributed to the Trust.

What production volumes and prices drove PBT’s Texas Royalty Properties results?

Underlying production was 15,959 barrels of oil and 6,193 Mcf of gas, with the Trust’s allocated share at 14,405 barrels of oil and 5,581 Mcf of gas. Average prices were $93.10 per barrel of oil and $9.55 per Mcf of gas.

How much profit did the Texas Royalty Properties contribute to PBT’s August 2026 distribution?

Texas Royalty Properties generated $1,544,865 of revenues and $1,395,216 of net profit for July 2026. Applying the Trust’s 95% net profits interest resulted in a $1,325,455 contribution to the current monthly distribution.

What expenses reduced PBT’s August 2026 distribution?

General and administrative expenses, net of interest earned, totaled $453,792, which included a $250,000 increase to the Trust’s expense reserve for liabilities. After these deductions, the distribution amounted to $871,663.17, or $0.018701 per unit.

What Business Combination proposal involving PBT is described?

SoftVest, L.P. and affiliates entered a Combination Agreement with Blackbeard Holdings, LLC proposing to combine Trust assets with certain Blackbeard mineral and land interests to form PBT Land and Minerals, Inc. (New PBT). Completion is subject to a unitholder vote at a special meeting.

What SEC filings relate to the proposed New PBT transaction mentioned for PBT unitholders?

New PBT has filed a Form S-4 that includes a proxy statement/prospectus for the special meeting and a Form S-1 registering securities for a rights offering to Trust unitholders. These filings are available on the SEC’s website.

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Available on EDGAR 08/21/2026 - 01:49 PM Accepted by SEC EDGAR 08/21/2026 - 01:48 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: August 21, 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 2.02 Results of Operations and Financial Condition.

On August 21, 2026, the Registrant issued a press release announcing its monthly cash distribution to unitholders of record on August 31, 2026. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Report on Form 8-K is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished 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
99.1		Press Release dated August 21, 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: August 21, 2026			Nancy Willis Director of Royalty Trust Services

Exhibit 99.1

Permian Basin Royalty Trust

PERMIAN BASIN ROYALTY TRUST ANNOUNCES AUGUST CASH DISTRIBUTION AND EXCESS COST POSITION ON WADDELL RANCH PROPERTIES

DALLAS, Texas, August 21, 2026 – Argent Trust Company, as Trustee of the Permian Basin Royalty Trust (NYSE: PBT) (“Permian” or the “Trust”) today declared a cash distribution to the holders of its units of beneficial interest of $0.018701 per unit, payable on September 15, 2026, to unit holders of record on August 31, 2026. The distribution does not include proceeds from the Waddell Ranch properties, as total production costs (“Production Costs”) exceeded gross proceeds (“Gross Proceeds”) for the month of July, resulting in a continuing excess cost position for the Waddell Ranch properties. More information regarding the Waddell Ranch properties is described below.

This month’s distribution decreased compared to the previous month due primarily to the fourth settlement payment in the amount of $1,125,000 being received from Blackbeard Operating LLC which was included in the July distribution, this in conjunction with Texas Royalty Properties having lower natural gas volumes and oil pricing, partially offset by higher oil volumes and natural gas pricing.

WADDELL RANCH

Information from Blackbeard Operating, LLC (“Blackbeard”), the operator of the Waddell Ranch properties, necessary to calculate the net profits interest (“NPI”) proceeds for a given month is received after the announcement date for the month’s distribution. As a result, in accordance with the Trust indenture, if NPI proceeds are received from the Waddell Ranch properties on or prior to the record date, they will be included in the following month’s distribution.

As noted above, no proceeds were received by the Trustee in July 2026 to be included in the August distribution. All excess costs, including any accrued interest, will need to be recovered by future proceeds from the Waddell Ranch properties before any proceeds are distributed to the Trust. Due to the fact that Blackbeard provides production, pricing and cost information quarterly instead of monthly, the Trustee will be disclosing that information in the quarterly reports on Form 10-Q and annual reports on Form 10-K for the foreseeable future (to the extent timely received from Blackbeard).

TEXAS ROYALTY PROPERTIES

Production for the underlying Texas Royalty Properties was 15,959 barrels of oil and 6,193 Mcf of gas. The production for the Trust’s allocated portion of the Texas Royalty Properties was 14,405 barrels of oil and 5,581 Mcf of gas. The average price for oil was $93.10 per bbl and for gas was $9.55, which includes significant NGL pricing, per Mcf. This would mainly reflect production and pricing in May for oil and April for gas. These allocated volumes were impacted by the pricing of both oil and gas. This production and pricing for the underlying properties resulted in revenues for the Texas Royalty Properties of $1,544,865. Deducted from these revenues were taxes and expenses of $149,649 resulting in a Net Profit of $1,395,216 for July. With the Trust’s NPI of 95% of the underlying properties, this would result in a net contribution by the Texas Royalty Properties of $1,325,455 to this month’s distribution.

	Underlying Properties		Net to Trust Sales
	Volumes		Volumes		Average Price
	Oil (bbls)	Gas (Mcf)	Oil (bbls)	Gas (Mcf) (1)	Oil (per bbl)	Gas (per Mcf) (2)
Current Month
Waddell Ranch	(3)	(3)	(3)	(3)	(3)	(3)
Texas Royalties	15,959	6,193	14,405	5,581	$93.10	$9.55
Prior Month
Waddell Ranch	(3)	(3)	(3)	(3)	(3)	(3)
Texas Royalties	15,307	6,545	13,842	5,923	$99.90	$8.61

(1) These volumes are net to the Trust, after allocation of expenses to Trust’s net profit interest, including any prior period adjustments.

(2) This pricing includes sales of gas liquid products.

(3) Information is not being made available monthly but may be provided within 30 days next following the close of each calendar quarter. To the extent the Trustee receives such information timely following the quarter, information will be included in the Trust’s quarterly report on Form 10-Q for the applicable quarter (or the annual report on Form 10-K with respect to the fourth quarter).

General and Administrative Expenses deducted for the month, net of interest earned were $453,792, of which $250,000 was an increase to the expense reserve for liabilities, resulting in a distribution of $871,663.17 to 46,608,796 units outstanding, or $0.018701 per unit.

The worldwide market conditions continue to affect the pricing for domestic production. It is difficult to predict what effect these conditions will have on future distributions.

SOFTVEST PROPOSAL

As previously disclosed, the Trustee was notified by SoftVest, L.P. (“SoftVest”), a Unitholder of the Trust, that on July 28, 2026, SoftVest and certain of its affiliates entered into a definitive Combination Agreement with Blackbeard Holdings, LLC and certain of its affiliates (“Blackbeard Holdings”) 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 Holdings to create a new publicly traded corporation, PBT Land and Minerals, Inc. (“New PBT”) (the “Business Combination”). Completion of the Business Combination 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 amendments to the Trust Indenture that would implement the Business Combination and related matters. New PBT has filed 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 filed 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 Business Combination or other proposals at the special meeting. Unitholders will be notified of the record date and meeting date for the special meeting at a later date.

The 2025 Annual Report with Form 10-K, which includes the December 31, 2025, Reserve Summary, has been filed with the Securities Exchange Commission. Permian’s cash distribution history, current and prior year financial reports, tax information booklets, and a link to filings made with the Securities and Exchange Commission, all can be found on Permian’s website at http://www.pbt-permian.com/. Additionally, printed reports can be requested and are mailed free of charge.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This press release is not a proxy solicitation. None of the Trust, the Trustee, or the Trustee’s 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 Business Combination.

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 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/A 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 Holdings, 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 63.4 KB