SoftVest details Permian Basin Royalty deal terms

Rhea-AI Filing Summary

SoftVest Advisors, its affiliates, and Eric L. Oliver filed Amendment No. 4 to their Schedule 13D on Permian Basin Royalty Trust, reaffirming beneficial ownership of 6,217,107 Units of Beneficial Interest, or 13.3% of the class, based on 46,608,796 units outstanding.

The amendment discloses a preliminary, non-binding term sheet between SoftVest, L.P. and Blackbeard Holdings for a potential business combination. A new Texas corporation, "New PubCo," would be listed on the NYSE and NYSE Texas and would own the Trust’s assets and US Land Guild, LLC, which is expected to hold about 66,500 acres of surface estate and a 15% royalty interest tied to certain Blackbeard acreage and mineral interests.

In the contemplated structure, former Trust unitholders would own approximately 58% of New PubCo, while Blackbeard and its affiliates would own about 42%. The term sheet remains non-binding, no definitive agreements have been signed, and any transaction would require negotiated documents, regulatory approvals, and approval by a majority in interest of Trust unitholders at a duly constituted meeting.

Insights

Energy income securities analyst

SoftVest outlines a potential Trust–Blackbeard roll‑up via a non-binding term sheet.

The filing shows SoftVest-linked entities and Eric L. Oliver collectively reporting 6,217,107 Units, or 13.3%, of Permian Basin Royalty Trust. This confirms a significant unitholder position, based on 46,608,796 units outstanding as disclosed in the Trust’s Form 10-Q.

The amendment’s key element is a preliminary, non-binding term sheet for a possible business combination. A new Texas corporation, New PubCo, would own the Trust assets plus US Land Guild, LLC, which is expected to hold about 66,500 acres of surface estate and a 15% royalty interest in specified Blackbeard-related acreage and minerals.

The contemplated ownership split—about 58% for current Trust unitholders and 42% for Blackbeard and affiliates—could change the Trust’s current pass-through royalty structure into a corporate model. However, the term sheet is explicitly non-binding and subject to definitive agreements, regulatory clearances, and majority unitholder approval, so the actual outcome depends on future steps and stakeholder decisions.

Key Figures

Beneficial ownership: 6,217,107 Units Ownership percentage: 13.3% Units outstanding: 46,608,796 Units +5 more

8 metrics

Beneficial ownership 6,217,107 Units Units of Beneficial Interest reported by SoftVest entities and Eric L. Oliver

Ownership percentage 13.3% Portion of Permian Basin Royalty Trust Units beneficially owned

Units outstanding 46,608,796 Units Total Units of Beneficial Interest outstanding as of Form 10-Q

New PubCo Trust holder stake 58% Approximate New PubCo ownership for former Trust unitholders post-transaction

New PubCo Blackbeard stake 42% Approximate New PubCo ownership for Blackbeard and affiliates post-transaction

Surface acreage 66,500 acres Surface estate expected to be held by US Land Guild, LLC

USLG royalty interest 15% royalty interest Royalty interest tied to certain Blackbeard acreage and mineral interests

Converted Trust royalty interest 15% royalty interest Cost free royalty interest after conversion of Trust net profits interests

Key Terms

Schedule 13D, beneficial ownership, non-binding term sheet, net profits interests, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 4 to their Schedule 13D on Permian Basin Royalty Trust"

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.

beneficial ownership financial

"Aggregate amount beneficially owned by each reporting person 6,217,107.00"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

non-binding term sheet financial

"have agreed to a preliminary non-binding term sheet (the "Term Sheet")"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

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.

proxy statement/prospectus regulatory

"a registration statement on Form S-4, which will include a proxy statement of the Trust and a prospectus of New PubCo"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Units of Beneficial Interest financial

"Title of Class of Securities: 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.

FAQ

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

What ownership stake does SoftVest report in Permian Basin Royalty Trust (PBT)?

SoftVest-related entities and Eric L. Oliver report beneficial ownership of 6,217,107 Units of Beneficial Interest in Permian Basin Royalty Trust, representing 13.3% of the outstanding class, based on 46,608,796 units disclosed in the Trust’s Form 10-Q.

What potential transaction involving Permian Basin Royalty Trust (PBT) is described?

The filing describes a preliminary, non-binding term sheet between SoftVest, L.P. and Blackbeard Holdings for a potential business combination. A new Texas corporation, New PubCo, would own the Trust’s assets plus specified Blackbeard-related assets, subject to definitive agreements and approvals.

How would ownership of New PubCo be split if the PBT and Blackbeard transaction occurs?

If completed as outlined, former unitholders of Permian Basin Royalty Trust would own approximately 58% of New PubCo. Blackbeard Holdings and its affiliates would own about 42%, reflecting their contributed assets and interests to the combined structure.

What assets would New PubCo hold in the proposed Permian Basin Royalty Trust deal?

New PubCo would hold all assets and operations of Permian Basin Royalty Trust and US Land Guild, LLC, expected to own about 66,500 acres of surface estate plus a 15% royalty interest linked to certain Blackbeard acreage and mineral interests.

Is the proposed Permian Basin Royalty Trust and Blackbeard transaction binding?

No. The term sheet described is expressly preliminary and non-binding. Completion would require negotiation and execution of definitive agreements, satisfaction of closing conditions, regulatory approvals, and approval by a majority in interest of Trust unitholders at a validly held meeting.

Will Permian Basin Royalty Trust (PBT) unitholders vote on the proposed transaction?

The contemplated transaction would require approval by a majority in interest of Trust unitholders constituting a quorum at a unitholder meeting. The filing notes that proxy materials, including a proxy statement/prospectus, may be filed with the SEC in connection with any vote.

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

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Accepted by SEC EDGAR 05/18/2026 - 08:43 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

PERMIAN BASIN ROYALTY TRUST

(Name of Issuer)

Units of Beneficial Interest

(Title of Class of Securities)

714236106

(CUSIP Number)

Eric L. Oliver
c/o SoftVest Advisors, LLC, 400 Pine Street, Suite 1010
Abilene, TX, 79601
(325) 677-6177

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 714236106

1

Name of reporting person

SoftVest Advisors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,217,107.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,217,107.00

11

Aggregate amount beneficially owned by each reporting person

6,217,107.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) Percentage based on 46,608,796 Units of Beneficial Interest (as defined below) of the Issuer (as defined below) outstanding as reported in the Issuer's Form 10-Q filed with the SEC on May 14, 2026.

SCHEDULE 13D

CUSIP Number(s): 714236106

1

Name of reporting person

SoftVest GP I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,217,107.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,217,107.00

11

Aggregate amount beneficially owned by each reporting person

6,217,107.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(2) Percentage based on 46,608,796 Units of Beneficial Interest (as defined below) of the Issuer (as defined below) outstanding as reported in the Issuer's Form 10-Q filed with the SEC on May 14, 2026. SoftVest GP I, LLC is the general partner of, and may be deemed to beneficially own securities owned by, SoftVest, L.P.

SCHEDULE 13D

CUSIP Number(s): 714236106

1

Name of reporting person

SoftVest, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,217,107.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,217,107.00

11

Aggregate amount beneficially owned by each reporting person

6,217,107.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(3) Percentage based on 46,608,796 Units of Beneficial Interest (as defined below) of the Issuer (as defined below) outstanding as reported in the Issuer's Form 10-Q filed with the SEC on May 14, 2026.

SCHEDULE 13D

CUSIP Number(s): 714236106

1

Name of reporting person

Eric L. Oliver

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,217,107.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,217,107.00

11

Aggregate amount beneficially owned by each reporting person

6,217,107.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Excludes 17,000 Units of Beneficial Interest held by family members of and partnerships for the benefit of the family of Eric L. Oliver. Mr. Oliver disclaims beneficial ownership of any such Units of Beneficial Ownership except to the extent of any pecuniary interest therein. (2) Percentage based on 46,608,796 Units of Beneficial Interest (as defined below) of the Issuer (as defined below) outstanding as reported in the Issuer's Form 10-Q filed with the SEC on May 14, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Units of Beneficial Interest
(b)	Name of Issuer: PERMIAN BASIN ROYALTY TRUST
(c)	Address of Issuer's Principal Executive Offices: C/O ARGENT TRUST COMPANY, 3838 OAK LAWN AVE., SUITE 1720, DALLAS, TEXAS , 75219-4518.
Item 1 Comment: This Amendment No. 4 to the Schedule 13D of the Reporting Persons (this "Amendment No. 4") relates to the units of beneficial interest ("Units") of Permian Basin Royalty Trust (the "Trust") and amends the Schedule 13D filed on October 10, 2025, as amended on October 10, 2025, October 16, 2025 and December 29, 2025 (collectively, the "Original Schedule 13D" and together with this amendment, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D. This Amendment No.4 is being filed by the Reporting Persons to amend Item 4, Item 6, and Item 7 as follows:
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following: SoftVest, L.P. ("SoftVest") and Blackbeard Holdings, LLC ("Blackbeard") have agreed to a preliminary non-binding term sheet (the "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 "Transaction"). The Term Sheet is attached as Exhibit 5 hereto and incorporated by reference herein. The Term Sheet contemplates the formation of a new corporation organized under the laws of Texas that will be listed on the NYSE and NYSE Texas ("New PubCo"). New PubCo 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. In exchange for the assets and entities contributed to New PubCo, (i) Blackbeard and the unitholders of the Trust would each receive shares of common stock of New PubCo and (ii) Blackbeard or its affiliates would 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. Immediately following the Transaction the former unitholders of the Trust would own approximately 58% of New PubCo; and Blackbeard and its affiliates would own approximately 42% of New PubCo. SoftVest has engaged Stephens Inc. as financial advisor who provided assistance in negotiating the financial terms of the deal. SoftVest is engaging in discussions with Blackbeard and its affiliates solely in its capacity as a minority unitholder of the Trust, and neither SoftVest nor any of its affiliates, nor their respective directors, officers or other representatives is acting on behalf of the Trust, its trustee or any other Trust unitholder. The Term Sheet is non-binding and no definitive agreement has been executed by SoftVest, Blackbeard or any of their respective affiliates. It is possible that no definitive agreement may be executed among the parties on the terms described in the Term Sheet or at all. Completion of the Transaction is subject to, among other things, the negotiation and execution of definitive agreements, satisfaction of closing conditions, receipt of required regulatory approvals, and approval by a majority in interest of Trust unitholders constituting a quorum at a meeting of unitholders where a quorum is present. If the Transaction is pursued, New PubCo may file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, which will include a proxy statement of the Trust and a prospectus of New PubCo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents will be available through the website maintained by the SEC at www.sec.gov. SoftVest Advisors, LLC, together with certain of its affiliates and representatives, may be deemed to be participants in the solicitation of proxies from unitholders of the Trust in connection with the proposed Transaction . To the extent required, information regarding the identity of such persons and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available. In addition, information regarding the beneficial ownership of SoftVest Advisors, LLC and certain of its affiliates in the Trust is included in this Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following: The information contained in Item 4 of this Amendment No. 4 is incorporated by reference into this Item.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following: (5) Term Sheet.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SoftVest Advisors, LLC

Signature:	/s/ Eric L. Oliver
Name/Title:	Eric Oliver/President and Managing Member
Date:	05/18/2026

SoftVest GP I, LLC

Signature:	/s/ Eric L. Oliver
Name/Title:	Eric Oliver/President and Managing Member
Date:	05/18/2026

SoftVest, L.P.

Signature:	By: SoftVest GP I, LLC its general partner, /s/ Eric L. Oliver
Name/Title:	Eric Oliver/President and Managing Member
Date:	05/18/2026

Eric L. Oliver

Signature:	/s/ Eric L. Oliver
Name/Title:	Eric L. Oliver
Date:	05/18/2026