Permian Basin Royalty Trust (PBT) Proxy filing summary

Executive summary

• Proposed combination transfers most royalty-trust assets and liabilities plus roughly 68,000 surface acres and additional mineral interests to New PBT; unitholders would receive one Class A share per unit and the trust would terminate at closing.

• The 75% Waddell Ranch net overriding royalty would convert to a cost-free 15% effective royalty; Blackbeard Operating would assume the related operating costs and capital obligations.

• Closing is targeted for Q4 2026, subject to unitholder approval and other conditions; the agreement may terminate if closing has not occurred by Dec. 31, 2026, subject to extensions and exceptions.

• A concurrent rights offering and subscriptions are intended to raise $120.0 million gross; proceeds would repay debt and a related-party payable, with roughly $65 million debt expected after transaction fees and repayments.

Voting matters and shareholder proposals

• The Nov. 23, 2026 special meeting will consider the indenture amendment, the 2026 Incentive Plan and, if needed, adjournment to solicit additional proxies.

• Quorum requires holders of a majority of outstanding units; the amendment and incentive-plan proposals each require a majority of units present, assuming quorum. Abstentions and broker non-votes count against each.

• The amendment vote would approve the combination-related transactions, rights offering, subscriptions, agreements and termination; participants recommend voting FOR all three proposals.

• The record date is Oct. 13, 2026, with 46,608,796 units outstanding and one vote per unit; SoftVest agreed to vote its 6,217,107 units in favor of the proposals.

Board of directors and corporate governance

• The post-closing board is expected to have seven directors: Eric Oliver as chair, Jordan Barrett, Ricky Burnett, Brian Ferguson, Peter Ray, Kaleb Smith and Wilkie Colyer; Jordan Barrett is slated as CEO.

• Board nomination rights depend on ownership: Blackbeard parties may designate two nominees at 25% or more and one at 10% or more; SoftVest may designate an independent nominee at 5% or more, who chairs through the second closing anniversary if elected.

• The governance agreement provides for a seven-member board while specified ownership thresholds remain, and a joint acquisition advisory committee with at least monthly meetings while SoftVest retains 5% or more.

• New charter provisions include advance-notice rules, Texas and federal exclusive forums for specified claims, jury-trial waivers and a 3% minimum ownership threshold for shareholder derivative proceedings.