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Permrock Royalty (PRT) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 14, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1For as long as the Trust is an emerging growth company and a smaller reporting company, it will not be required to comply with certain disclosure requirements that apply to other public companies.
The Trust is an "emerging growth company" as defined in the Jumpstart Our Business Act ("JOBS Act"). For as long as the Trust is an emerging growth company, which may be up to five full fiscal years, unlike other public companies, the Trust will not be required to, among other things, (1) provide an auditor's attestation report on the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (2) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise or (4) provide certain disclosures regarding executive compensation required of larger public companies. In addition, Section 102 of the JOBS Act also provides that an "emerging growth company" can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. An "emerging growth company" can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Trust intends to take advantage of all of the reduced reporting requirements and exemptions under Section 107 of the JOBS Act until it is no longer an emerging growth company. Accordingly, the information that the Trust provides you may be different than the information you may receive from other public companies in which you hold equity interests. Additionally, the Trust is currently a "smaller reporting company" as defined in the Exchange Act and, in the event that the Trust is still considered a smaller reporting company at such time as it ceases being an emerging growth company, it will be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that an independent registered public accounting firm provide an attestation report on the effectiveness of internal control over financial reporting.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 42
- Share Price & Shareholder Rights - Risk 1The Trust units may lose value as a result of title deficiencies with respect to the Underlying Properties.
Boaz Energy acquired the Underlying Properties through various acquisitions since October 2013. T2S acquired the underlying Properties from Boaz Energy on March 31,2025. The existence of a material title deficiency with respect to the Underlying Properties could reduce the value of a property or render it worthless, thus adversely affecting the Net Profits Interest and the distributions to Trust unitholders. Neither Boaz Energy nor T2S obtained title insurance covering mineral leaseholds, and Boaz Energy's, T2S's, or any successor to T2S's, failure to cure any title defects may cause T2S or any successor to T2S to lose its rights to production from the Underlying Properties. In the event of any such material title problem, profits available for distribution to Trust unitholders and the value of the Trust units may be reduced.
- Share Price & Shareholder Rights - Risk 2The Trust is passive in nature and neither the Trust nor the Trust unitholders have any ability to influence T2S and other third-party operators or control the operation or development of the Underlying Properties.
The Trust units are a passive investment that entitle the Trust unitholder to only receive cash distributions from the Net Profits Interest conveyed to the Trust. Trust unitholders have no voting rights with respect to T2S or any successor to T2S and, therefore, have no managerial, contractual or other ability to influence T2S's, its successor's, or other third-party operators' activities or the operations of the Underlying Properties. T2S operated approximately 82% of the production from the Underlying Properties as of December 31, 2025, and is generally responsible for making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and other matters that affect such properties. T2S or any successor to T2S may take actions that are in its own interest that may be different from the interests of the Trust. The failure of T2S or any successor to T2S or any other third-party operator to conduct its operations, discharge its obligations and comply with regulatory requirements could have an adverse effect on the net profits payable to the Trust.
- Share Price & Shareholder Rights - Risk 3T2S may transfer all or a portion of the Underlying Properties at any time without Trust unitholder consent, subject to specified limitations.
T2S or any successor to T2S may at any time transfer all or part of the Underlying Properties, subject to and burdened by the Net Profits Interest, and may abandon its interest in any individual wells or properties if T2S or any successor to T2S, acting as a reasonable and prudent operator, believes a well or property has ceased to produce or is not capable of producing in commercially paying quantities. Trust unitholders are not entitled to vote on any transfer or abandonment of the Underlying Properties, and the Trust will not receive any profits from any such transfer, except in the limited circumstances when the Net Profits Interest is released in connection with such transfer, in which case the Trust will receive an amount equal to the fair value (net of sales costs) of the Net Profits Interest released. Following any sale or transfer of any of the Underlying Properties, if the Net Profits Interest is not released in connection with such sale or transfer, the Net Profits Interest would continue to burden the transferred property and net profits attributable to such property would continue to be calculated as part of the computation of net profits. T2S or any successor to T2S may assign to the transferee responsibility for all of T2S's obligations relating to the Net Profits Interest on the portion of the Underlying Properties transferred. T2S may not pursue development projects to the same extent as Boaz Energy, if at all. Further, any transferee of the Underlying Properties may operate the Underlying Properties differently than T2S, and may determine not to pursue development projects to the same extent as T2S, if at all. In addition, T2S or any successor to T2S may, without the consent of the Trust unitholders, require the Trust to release the Net Profits Interest associated with the sale of any interest in the Underlying Properties that accounted for no more than 1.0% of the total production from the Underlying Properties in the prior 12 months, provided that T2S or any successor to T2S may not require the release during any 365-day period of portions of the Net Profits Interest having an aggregate fair value to the Trust of greater than $500,000 (a "Qualified De Minimis Sale"). These releases will be made only in connection with a sale by T2S or any successor to T2S of the relevant Underlying Properties and the Trust will receive an amount equal to the fair value (net of sales costs) of the Net Profits Interest released. In addition, T2S or any successor to T2S may cause the Trustee to (i) sell all or any part of the Trust estate, including all or any portion of the Net Profits Interest or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by T2S and/or its affiliates or any successor to T2S of a divided or undivided portion of their interests in the Underlying Properties, if approved by Trust unitholders holding at least 75% of the outstanding Trust units, provided that, after December 31, 2025, such a sale or release shall require approval of a majority of the outstanding Trust units if T2S and its affiliates (or any successor to T2S) own less than 25% of the outstanding Trust units. The net proceeds of any such sale or the consideration received in respect of such release, as applicable, shall be distributed to the Trust unitholders in the manner approved by the Trust unitholders at such meeting. T2S may also enter into farm-out, operating, participation and other similar agreements to develop the property without the consent or approval of the Trustee or any Trust unitholder.
- Share Price & Shareholder Rights - Risk 4The Trustee must, under certain circumstances, sell the Net Profits Interest and dissolve the Trust prior to the expected termination of the Trust. If this were to occur, Trust unitholders may not recover their investment.
The Trustee must sell the Net Profits Interest and dissolve the Trust if the holders of 75% of the outstanding units approve the sale of the Net Profits Interest or approve the dissolution of the Trust or if the Trust is judicially dissolved. The Trustee must also sell the Net Profits Interest and dissolve the Trust if the annual gross profits from the Underlying Properties attributable to the Net Profits Interest are less than $2.0 million for each of any two consecutive years. The Trust will receive the net proceeds of any such sale and will distribute such proceeds to its unitholders after deducting Trust expenses.
- Share Price & Shareholder Rights - Risk 5Conflicts of interest could arise between T2S or any successor to T2S, on the one hand, and the Trust and the Trust unitholders, on the other hand.
As working interest owners in, and the operator of substantially all of the production from the Underlying Properties, T2S and its related parties or any successor to T2S could have interests that conflict with the interests of the Trust and the Trust unitholders. For example: - T2S's or its successor's interests may conflict with those of the Trust and the Trust unitholders in situations involving the development, maintenance, operation or abandonment of certain wells on the Underlying Properties for which T2S or any successor to T2S acts as the operator. T2S or any successor to T2S may also make decisions with respect to development expenses that adversely affect the Underlying Properties. These decisions include not incurring or reducing development expenses on properties for which T2S or any successor to T2S acts as the operator, which could cause the Trust to not achieve the production growth projected in the reserve report or could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions by the Trust in the future. - T2S or any successor to T2S may sell some or all of the Underlying Properties without taking into consideration the interests of the Trust unitholders. Such sales may not be in the best interests of the Trust unitholders. These purchasers may lack T2S's experience or its credit worthiness. T2S also has the right, under certain circumstances, to cause the Trust to release all or a portion of the Net Profits Interest in connection with a sale of a portion of the Underlying Properties to which such Net Profits Interest relates. In such an event, the Trust is entitled to receive the fair value (net of sales costs) of the Net Profits Interest released. - T2S or any successor to T2S may sell some or all of the Underlying Properties without taking into consideration the interests of the Trust unitholders, and such sales may not be in the best interest of the Trust unitholders. In 2025, the previous operator, Boaz Energy sold, among other things, all of its interests in the Underlying Properties to T2S. T2S also has the right, under certain circumstances, to cause the Trust to release all or a portion of the Net Profits Interest in connection with a sale of a portion of the Underlying Properties to which such Net Profits Interest relates. In such an event, the Trust is entitled to receive the fair value (net of sales costs) of the Net Profits Interest released. T2S and its affiliates have registration rights and can sell Trust units without considering the effects such sale may have on Trust unit prices or on the Trust itself. Additionally, T2S and its affiliates can vote their Trust units in their sole discretion without considering the interests of the other Trust unitholders. T2S is not a fiduciary with respect to the Trust unitholders or the Trust and does not owe any fiduciary duties to the Trust unitholders or the Trust. Similarly, any successor to T2S will not owe any fiduciary duties to the Trust unitholders or the Trust. - T2S owns and operates oil and natural gas properties that are not included in the Underlying Properties. As a result, T2S's management team may dedicate their time and effort to the management of these other properties. Additionally, T2S is under no obligation to dedicate financial resources to the Underlying Properties and may decide to direct capital expenditures to these other properties. The same will apply to any successor to T2S.
- Share Price & Shareholder Rights - Risk 6The Trust is administered by a Trustee who cannot be replaced except by a majority vote of the Trust unitholders at a special meeting, which may make it difficult for Trust unitholders to remove or replace the Trustee.
The affairs of the Trust are managed by the Trustee. The voting rights of Trust unitholders are more limited than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of Trust unitholders or for an annual or other periodic re-election of the Trustee, and the Trust does not intend to hold annual meetings of Trust unitholders. The Trust Agreement provides that the Trustee may only be removed and replaced by the holders of a majority of the Trust units present in person or by proxy at a meeting of such holders where a quorum is present, including Trust units held by by Ustx, LLC, an affiliate of T2S, called by either the Trustee or the holders of not less than 10% of the outstanding Trust units. As a result, it will be difficult for public Trust unitholders to remove or replace the Trustee without the cooperation of T2S so long as T2S affiliate Ustx, LLC holds a significant percentage of total Trust units. On the other hand, the Trustee is entitled to resign, in which case a successor trustee would need to be appointed either at a special meeting of the unitholders or by action of a court.
- Share Price & Shareholder Rights - Risk 7Trust unitholders have limited ability to enforce provisions of the Conveyance creating the Net Profits Interest, and T2S's and any successor's liability to the Trust is limited.
The Trustee has the power and authority to cause the Trust to sue Boaz Energy, T2S, or any other future owner of the Underlying Properties to enforce the terms of the Conveyance creating the Net Profits Interest. If the Trustee does not take appropriate action to cause the Trust to enforce provisions of the Conveyance, Trust unitholders' recourse would likely be limited to bringing a lawsuit against the Trustee to compel the Trustee to take specified actions or, subject to any restrictions in the governing instrument to the Trust, to bring a derivative action seeking authority to bring an action in the name of the Trust to enforce provisions of the Conveyance. As a result, Trust unitholders will not be able to sue Boaz Energy, T2S, or any future owner of the Underlying Properties to enforce these rights. However, such limitations do not apply to or otherwise limit any claims that the Trust unitholders may have under the federal securities laws. Furthermore, the Conveyance provides that, except as set forth in the Conveyance, neither Boaz Energy nor T2S is liable to the Trust for the manner in which it performs its duties in operating the Underlying Properties as long as it acts without gross negligence or willful misconduct. Further, the Trust Agreement provides that, to the fullest extent permitted by law, T2S (and any successor to T2S) shall not be subject to fiduciary duties or be liable under conflicts of interest principles.
- Share Price & Shareholder Rights - Risk 8If the Trust cannot meet the New York Stock Exchange continued listing requirements, the NYSE may delist the Trust units.
Under the continued listing requirements of the NYSE, a company will be considered to be out of compliance with the exchange's minimum price requirement if the company's average closing price over a consecutive 30 trading day period ("Average Closing Price") is less than $1.00 (the "Minimum Price Requirement"). Under NYSE rules, a company that is out of compliance with the Minimum Price Requirement has a cure period of six months to regain compliance if it notifies the NYSE within 10 business days of receiving a deficiency notice of its intention to cure the deficiency. A company may regain compliance if on the last trading day of any calendar month during the cure period the company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30-trading-day period ending on the last trading day of that month. If at the expiration of the cure period, both a $1.00 closing share price on the last trading day of the cure period and a $1.00 average closing share price over the 30-trading-day period ending on the last trading day of the cure period are not attained, the NYSE will commence suspension and delisting procedures. If delisted by the NYSE, a company's shares may be transferred to the over-the-counter ("OTC") market, a significantly more limited market than the NYSE, which could affect the market price, trading volume, liquidity and resale price of such shares. Securities that trade on the OTC markets also typically experience more volatility compared to securities that trade on a national securities exchange. During the cure period, the company's shares would continue to trade on the NYSE, subject to compliance with other continued listing requirements.
- Share Price & Shareholder Rights - Risk 9The trading price for the Trust units may not reflect the value of the Net Profits Interest held by the Trust.
The trading price for publicly traded securities similar to the Trust units tends to be tied to recent and expected levels of cash distributions as well as oil and natural gas prices. The amounts available for distribution by the Trust vary in response to numerous factors outside the control of the Trust, including prevailing prices for sales of oil and natural gas production from the Underlying Properties and the timing and amount of direct operating expenses and development expenses. Consequently, the market price for the Trust units may not necessarily be indicative of the value that the Trust would realize if it sold the Net Profits Interest to a third-party buyer. In addition, such market price may not necessarily reflect the fact that, since the assets of the Trust are depleting assets, a portion of each cash distribution paid with respect to the Trust units should be considered by investors as a return of capital, with the remainder being considered as a return on investment. As a result, distributions made to a Trust unitholder over the life of these depleting assets may not equal or exceed the purchase price paid by the Trust unitholder.
- Share Price & Shareholder Rights - Risk 10Courts outside of Delaware may not recognize the limited liability of the Trust unitholders provided under Delaware law.
Under the Delaware Statutory Trust Act, Trust unitholders are entitled to the same limitation of personal liability extended to stockholders of corporations for profit under the General Corporation Law of the State of Delaware. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.
- Share Price & Shareholder Rights - Risk 11Trust unitholders are required to pay U.S. federal income taxes on their share of the Trust's income, even if they do not receive any cash distributions from the Trust.
Trust unitholders are treated as if they own the Trust's assets and receive the Trust's income and are directly taxable thereon as though the Trust were not in existence. Because the Trust generates taxable income that can be different in amount than the cash the Trust distributes, Trust unitholders are required to pay any U.S. federal income taxes and, in some cases, state and local income taxes, on their share of the Trust's taxable income even if they receive no cash distributions from the Trust. Trust unitholders may not receive cash distributions from the Trust equal to their share of the Trust's taxable income or even equal to the actual tax liability that results from that income.
- Share Price & Shareholder Rights - Risk 12A portion of any gain recognized on the disposition of the Trust units could be taxed as ordinary income.
A Trust unitholder who sells his Trust units will recognize a gain or loss equal to the difference between the amount realized and the Trust unitholder's adjusted tax basis in those Trust units. A substantial portion of any gain recognized may be taxed as ordinary income due to potential recapture items, including depletion recapture.
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