Form 8-K

8-K — PERMIAN BASIN ROYALTY TRUST

Accession: 0001193125-26-214698

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0000319654

SIC: 6792 (OIL ROYALTY TRADERS)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — 2026-05_pbt_rslt_of_hear.htm (Primary)

EX-4.1 (pbt-ex4_1.htm)

EX-99.1 (pbt-ex99_1.htm)

8-K

8-K (Primary)

Filename: 2026-05_pbt_rslt_of_hear.htm · Sequence: 1

8-K

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 8, 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 1.01 Entry into a Material Definitive Agreement.

On May 8, 2026, a hearing (the "Hearing") was held before the 96th District Court of Tarrant County, Texas (the "Court") in connection with the Original Petition for Modification of Trust (the "Petition") filed by SoftVest, L.P. ("SoftVest"), a unitholder of the Permian Basin Royalty Trust (the "Trust"), seeking judicial modification of the Trust's Indenture. At the hearing, the Court approved SoftVest's requested modifications which (1) amended Section 8.03 of the Indenture to eliminate the requirement that certain amendments require approval by 75% of the outstanding units of the Trust, and (2) deleted Section 10.01 of the Indenture that sets forth certain prohibited amendments and replaced Article X of the Indenture with a provision permitting amendment of any provision of the Indenture by a vote of unitholders in accordance with Article VIII (which, as amended, will permit amendment by a majority in interest of unitholders constituting a quorum at a meeting of unitholders where a quorum is present). As a result of the Court’s order, Argent Trust Company, the trustee of the Trust, entered into Amendment No. 2 to the Amended and Restated Trust Indenture of Permian Basin Royalty Trust dated May 8, 2026 (the “Amendment”) implementing the modifications approved by the Court. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On May 8, 2026, the Trust issued a press release announcing the results of the Hearing. 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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

4.1

99.1

Amendment No. 2 to the Amended and Restated Trust Indenture of Permian Basin Royalty Trust

Press Release dated May 8, 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 8, 2026

Nancy Willis

Director of Royalty Trust Services

EX-4.1

Filename: pbt-ex4_1.htm · Sequence: 2

EX-4.1

Exhibit 4.1

AMENDMENT NO. 2

TO THE

AMENDED AND RESTATED ROYALTY TRUST INDENTURE

PERMIAN BASIN ROYALTY TRUST

This Amendment No. 2 to the Amended and Restated Royalty Trust Indenture (this “Amendment”) of Permian Basin Royalty Trust (the “Trust”), is made and entered into effective as of May 8, 2026, by the undersigned Trustee of the Trust (the “Trustee”), after receiving court approval of the Amendment.

W I T N E S S E T H :

WHEREAS, on May 8, 2026, the District Court of Tarrant County, Texas, 96th Judicial District (the “Court”) approved an order modifying that certain Amended and Restated Royalty Trust Indenture of the Trust dated as of June 20, 2014, as amended by Amendment No. 1 thereto dated May 4, 2022 (as amended, the “Trust Indenture”);

NOW, THEREFORE, the Trustee desires to amend the Trust Indenture to reflect the amendments ordered by the Court as follows:

1. Section 8.03 of the Trust Indenture is hereby modified and restated in its entirety as follows:

“8.03. Voting. Each Unit Holder shall be entitled to one vote for each Unit owned by such Unit Holder, and any Unit Holder may vote in person or by duly executed written proxy. At any such meeting the presence in person or by proxy of Unit Holders holding a majority of the Units at the time outstanding shall constitute a quorum, and, except as otherwise specifically provided herein, any matter shall be deemed to have been approved by the Unit Holders if it is approved by the vote of a majority in interest of such Unit Holders constituting a quorum.”

2. Article X of the Trust Indenture is hereby modified and restated in its entirety as follows:

“ARTICLE X

AMENDMENTS

All amendments to the provisions of the Indenture may be made by a vote of the Unit Holders present or represented at a meeting held in accordance with the requirements of Article VIII; provided that no amendment shall be effective without the express written approval of the Trustee.”

[Signature Page Follows]

IN WITNESS WHEREOF, the Trustee has executed this Amendment as of the day and year first above written.

TRUSTEE:

ARGENT TRUST COMPANY

By: /s/ Nancy Willis____________________

Name: Nancy Willis

Title: Director of Royalty Trust Services

[Signature Page to

Amendment No. 2 to the

Amended and Restated Royalty Trust Indenture]

EX-99.1

Filename: pbt-ex99_1.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Permian Basin Royalty Trust

PERMIAN BASIN ROYALTY TRUST ANNOUNCES RESULTS OF SOFTVEST HEARING REQUESTING MODIFICATION OF TRUST INDENTURE

DALLAS, Texas, May 8, 2026 – Argent Trust Company, as Trustee of the Permian Basin Royalty Trust (NYSE: PBT) (“Permian” or the “Trust”) today announced that a hearing was held on May 8, 2026, before the 96th District Court of Tarrant County, Texas in connection with the Original Petition for Modification of Trust (the “Petition”) filed by SoftVest, L.P. (“SoftVest”), a unitholder of the Trust, seeking judicial modification of the Trust’s Indenture. At the hearing, the Court approved SoftVest’s requested modifications which (1) amended Section 8.03 of the Indenture to eliminate the requirement that certain amendments require approval by 75% of the outstanding units of the Trust, and (2) deleted Section 10.01 of the Indenture that sets forth certain prohibited amendments and replaced Article X of the Indenture with a provision permitting amendment of any provision of the Indenture by a vote of unitholders in accordance with Article VIII (which, as amended, will permit amendment by a majority in interest of unitholders constituting a quorum at a meeting of unitholders where a quorum is present).

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.

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