Form 8-K
8-K — PERMIAN BASIN ROYALTY TRUST
Accession: 0001193125-26-229945
Filed: 2026-05-19
Period: 2026-05-19
CIK: 0000319654
SIC: 6792 (OIL ROYALTY TRADERS)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — 2026-05_pbt_amended_13-d.htm (Primary)
EX-99.1 (pbt-ex99_1.htm)
8-K
8-K (Primary)
Filename: 2026-05_pbt_amended_13-d.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 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
EX-99.1
EX-99.1
Filename: pbt-ex99_1.htm · Sequence: 2
EX-99.1
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