Permian Basin Trust notes SoftVest 13D proposal

Permian Basin Royalty Trust is disclosing that its trustee has received a Schedule 13D from unitholder SoftVest and others describing a proposed business combination involving the Trust and certain assets of Blackbeard Holdings.

Rhea-AI Filing Summary

Permian Basin Royalty Trust is disclosing that its trustee has received a Schedule 13D from unitholder SoftVest and others describing a proposed business combination involving the Trust and certain assets of Blackbeard Holdings.

The Schedule 13D says SoftVest and Blackbeard agreed to a preliminary, non-binding term sheet that contemplates forming a new corporation, New PubCo, which would own all Trust assets and operations plus US Land Guild, LLC, holding about 66,500 acres of surface estate and a 15% royalty interest. The term sheet also provides for Blackbeard or affiliates to receive certain working interests after conversion of existing net profits interests into a cost-free 15% royalty interest. The Trust and its trustee state they were not involved in negotiating these terms and are sharing the information for unitholders’ benefit. Any transaction would likely need approval from a majority in interest of unitholders constituting a quorum under recently court-approved Trust Indenture modifications, and may later involve a Form S-4 registration statement and proxy process led by SoftVest, New PubCo or other unitholders.

Insights

Royalty trust and governance analyst

SoftVest’s 13D outlines a potential restructuring of the Trust, but terms remain preliminary and unnegotiated by the trustee.

The disclosure centers on a Schedule 13D where SoftVest and Blackbeard describe a preliminary, non-binding term sheet to combine Permian Basin Royalty Trust with certain Blackbeard assets inside a new corporation, New PubCo. The structure would shift the Trust’s assets and operations into a corporate vehicle alongside US Land Guild’s surface and royalty interests.

Crucially, the trustee emphasizes it was not involved in negotiating the term sheet and is only passing information from the 13D to unitholders. Any eventual deal would likely require approval by a majority in interest of unitholders constituting a quorum under recently modified Indenture terms, and may be presented through a Form S-4 registration statement and proxy process run by SoftVest, New PubCo or other holders. Until binding agreements and detailed economics are disclosed, the investment impact is uncertain.

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

USLG surface acreage: 66,500 acres USLG royalty interest: 15% royalty interest Converted royalty on Trust interests: Cost-free 15% royalty interest +3 more

6 metrics

USLG surface acreage 66,500 acres Surface estate to be owned by US Land Guild, LLC in proposed deal

USLG royalty interest 15% royalty interest Royalty interest associated with certain acreage and mineral interests

Converted royalty on Trust interests Cost-free 15% royalty interest Net profits interests converted before certain working interests transfer to Blackbeard

Schedule 13D filing date May 18, 2026 Date SoftVest and others filed Schedule 13D with the SEC

Trustee press release date May 19, 2026 Date trustee announced receipt of SoftVest Schedule 13D

Unitholder approval threshold Majority in interest of unitholders Likely required, with quorum, under modified Trust Indenture for any combination

Key Terms

Schedule 13D, business combination, net profits interests, Form S-4, +2 more

6 terms

Schedule 13D regulatory

"announced that it has received a Schedule 13D (“Schedule 13D”) filed with the Securities"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

business combination financial

"governing a potential business combination of the Trust and certain Blackbeard assets"

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.

net profits interests financial

"following the conversion of net profits interests into a cost free 15% royalty interest"

A net profits interest is a non‑operating claim on the earnings from a specific asset (commonly oil, gas, or mineral production) that pays its holder a percentage of the money left over after production revenues and agreed costs are deducted. Think of it like owning a share of the profits from a single project without running it; payouts can be attractive but fluctuate with output and expenses, so investors use NPIs to gain income exposure while avoiding operating responsibilities.

Form S-4 regulatory

"may file a registration statement on Form S-4, which will include a proxy statement"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

forward-looking statements regulatory

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

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.

Indenture financial

"Based on the recent modifications to the Trust’s Indenture approved by a court"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

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

What did Permian Basin Royalty Trust (PBT) disclose about SoftVest’s Schedule 13D?

Permian Basin Royalty Trust disclosed that its trustee received a Schedule 13D from SoftVest and others describing a proposed business combination with certain Blackbeard assets. The Trust was not involved in negotiating the term sheet and is sharing the disclosure for informational purposes only.

What business combination is described in the SoftVest Schedule 13D for PBT?

The Schedule 13D describes a preliminary, non-binding term sheet to combine the Trust with certain Blackbeard assets in a new corporation, New PubCo. New PubCo would own all Trust assets and operations plus US Land Guild, LLC and related royalty interests held by Blackbeard affiliates.

How would New PubCo be structured in the proposed Permian Basin deal?

The term sheet contemplates forming New PubCo, owned in part by Trust unitholders and in part by Blackbeard and affiliates. New PubCo would acquire the Trust’s assets and operations, as well as US Land Guild, LLC, which will own about 66,500 surface acres and a 15% royalty interest.

What happens to Permian Basin Royalty Trust’s working interests in the SoftVest proposal?

According to the Schedule 13D, the term sheet provides for Blackbeard or its affiliates to receive certain working interests currently owned by the Trust. This would follow conversion of net profits interests, including West Ranch and East Ranch properties, into a cost-free 15% royalty interest.

Will Permian Basin Royalty Trust unitholders vote on the proposed business combination?

The trustee anticipates that any business combination would require approval of Trust unitholders. Based on recent court-approved Indenture modifications, approval would likely need a majority in interest of unitholders constituting a quorum at a meeting where a quorum is present.

Could Form S-4 be used in the proposed Permian Basin and Blackbeard transaction?

The trustee anticipates that if the business combination is pursued, New PubCo, SoftVest and/or other unitholders may file a Form S-4. That registration statement would include a proxy statement for a Trust unitholder meeting and a New PubCo prospectus with detailed information.

Where can PBT unitholders find more information about the SoftVest proposal?

Unitholders are encouraged to read the Schedule 13D and any future Form S-4 and proxy statement/prospectus when available. These documents will be accessible without charge on the SEC’s website at www.sec.gov and will contain important details about any proposed transaction.

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

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Accepted by SEC EDGAR 05/19/2026 - 10:46 AM 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 19, 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 May 19, 2026, the Permian Basin Royalty Trust (the “Trust”) issued a press release announcing its receipt of a Schedule 13D filed by SoftVest, L.P. (“SoftVest”) and others relating to a proposed business combination involving the Trust. 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 SoftVest and/or other unitholders in connection with any special meeting. 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.

The Trustee anticipates that if the business combination is pursued, SoftVest, and/or other unitholders and/or a new company to be formed by SoftVest (“New PubCo”) may file 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 PubCo with the Securities and Exchange Commission. Unitholders and other investors are strongly encouraged to read the Form S-4, including the proxy statement/prospectus 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, and any amendments and documents that New PubCo, SoftVest and/or any other unitholders 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 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 PubCo, 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 May 19, 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 19, 2026			Nancy Willis Director of Royalty Trust Services

Exhibit 99.1

Permian Basin Royalty Trust

PERMIAN BASIN ROYALTY TRUST ANNOUNCES RECEIPT OF SOFTVEST SCHEDULE 13D WITH RESPECT TO PROPOSED BUSINESS COMBINATION

DALLAS, Texas, May 19, 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 Schedule 13D (“Schedule 13D”) filed with the Securities and Exchange Commission on May 18, 2026 by SoftVest, L.P. (“SoftVest”), a unitholder of the Trust, and certain other parties disclosing that SoftVest and Blackbeard Holdings, LLC (“Blackbeard”) have agreed to a preliminary non-binding term sheet that sets forth the proposed high-level material terms and conditions governing a potential business combination of the Trust and certain Blackbeard assets. The Schedule 13D further states that the term sheet contemplates the formation of a new corporation (“New PubCo”) that would be owned in part by Trust unitholders, and in part by Blackbeard and its affiliates that would acquire and own (i) all of the assets and operations of the Trust, and (ii) US Land Guild, LLC (“USLG”), a wholly owned subsidiary of Blackbeard that will own approximately 66,500 acres of surface estate and a 15% royalty interest associated with certain acreage and certain mineral interests currently owned by Blackbeard or one of its affiliates. The Schedule 13D also states that the term sheet provides for Blackbeard or its affiliates to receive certain working interests owned by the Trust following the conversion of net profits interests into a cost free 15% royalty interest, including those associated with the “West Ranch” and “East Ranch” properties.

Neither the Trust, nor the Trustee has participated or been involved in the negotiation of the term sheet and related transactions involving the proposed business combination described in the Schedule 13D, and is issuing this press release solely for informational purposes for Trust unitholders. Unitholders are encouraged to read the Schedule 13D in its entirety and other materials filed with the Securities and Exchange Commission by SoftVest (and when formed, the New PubCo) for additional information. The Trustee anticipates that the proposed business combination would require approval of Trust unitholders. Based on the recent modifications to the Trust’s Indenture approved by a court on May 8, 2026, at SoftVest’s request, such approval would likely require the approval of a majority in interest of Trust unitholders constituting a quorum at a meeting of unitholders where a quorum is present.

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 SoftVest and/or other unitholders in connection with any special meeting. 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.

The Trustee anticipates that if the business combination is pursued, New PubCo, SoftVest, and/or other unitholders may file 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 PubCo with the Securities and Exchange Commission. Unitholders and other investors are strongly encouraged to read the Form S-4, including the proxy statement/prospectus 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, and any amendments and documents that New PubCo, SoftVest and/or any other unitholders or the Trust 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 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 PubCo, 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 14.1 KB