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Item 7 — Management's Discussion and Analysis
Hugoton Royalty Trust · 10-K · FY 2025 · Period ended Dec 31, 2025
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Calculation of Net Profits Income
The following is a summary of the calculation of net profits income received by the Trust:
Year Ended December 31 Three Months Ended December 31 (a)
2025 (a) 2024 (b) 2025 (a) 2024 (b)
Sales Volumes
Gas (Mcf) (c)
Underlying properties 7,514,538 8,261,529 2,203,700 2,158,363
Average per day 22,499 22,572 23,953 23,460
Net profits interests — — — —
Oil (Bbls) (c)
Underlying properties 171,448 193,204 46,424 52,890
Average per day 513 528 505 575
Net profits interests — — — —
Average Sales Prices
Gas (per Mcf) $ 3.60 $ 2.94 $ 3.47 $ 3.14
Oil (per Bbl) $ 64.72 $ 73.89 $ 62.54 $ 71.53
Revenues
Gas sales $ 27,016,574 $ 24,287,574 $ 7,642,172 $ 6,787,830
Oil sales 11,095,858 14,275,881 2,903,366 3,783,280
Total Revenues 38,112,432 38,563,455 10,545,538 10,571,110
Costs
Taxes, transportation and other 10,414,254 8,075,676 3,142,752 2,172,975
Production expense 19,689,380 22,579,104 4,842,096 5,430,311
Development costs 5,348,480 2,083,111 252,764 333,402
Overhead 13,378,580 12,347,477 2,781,246 2,881,484
Excess costs (d) (10,700,020 ) (6,166,803 ) (473,320 ) 82,371
Total Costs 38,130,674 38,918,565 10,545,538 10,900,543
Other Proceeds 18,242 355,110 — 329,433
Net Proceeds — — 0 —
Net Profits Percentage 80 % 80 % 80 % 80 %
Net Profits Income $ — $ — $ — $ —
(a)XTO Energy was the operator of the underlying properties until April 30, 2025. During that time, there was a two-month interval between the time of production and receipt of net profits income by the Trust. When Mach became operator on April 30, 2025, the interval increased to three months between time of production and receipt of net profits income by the Trust. This change in interval means that: 1) oil and gas sales for the year ended December 31, 2025, generally relate to 11 months of production for the period November through September, and 2) oil and gas sales for the three months ended December 31, 2025, generally relate to production for the period July through September.
(b)Because of the two-month interval between the time of production and receipt of net profits income by the Trust: 1) oil and gas sales for the year ended December 31, 2024, generally relate to 12 months of production for the period November through October, and 2) oil and gas sales for the three months ended December 31, 2024, generally relate to production for the period August through October.
(c)Oil and gas sales volumes are allocated to the net profits interests by dividing Trust net cash inflows by average sales prices. As oil and gas prices change, the Trust’s allocated production volumes are impacted as the quantity of production necessary to cover expenses changes inversely with price. As such, the underlying property production volume changes may not correlate with the Trust’s allocated
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production volumes in any given period. Therefore, comparative discussion of oil and gas sales volumes is based on the underlying properties.
(d)See Note 4 to Financial Statements under Item 8. Financial Statements and Supplementary Data.
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Results of Operations
Years Ended December 31, 2025 and 2024
Net profits was $0 for both 2025 and 2024. This was primarily the result of decreased oil and gas production ($3.3 million), increased development costs ($2.6 million), increased taxes, transportation and other costs ($1.9 million), lower oil prices ($1.4 million), increased overhead ($0.8 million), and lower other proceeds ($0.3 million), partially offset by higher gas prices ($4.4 million), net excess costs activity ($3.6 million), and decreased production expense ($2.3 million).
Trust administration expense was $508,424 in 2025 as compared to $625,314 in 2024. Cash reserve activity was ($495,300) in 2025 and ($610,312) in 2024. Cash reserve activity for 2025 and 2024 included utilization of $495,300 and $610,312 respectively, for the payment of Trust expenses. Interest income was $13,124 in 2025 and $15,002 in 2024. Changes in interest income are attributable to fluctuations in net profits income, cash reserve and interest rates. Distributable income was $0 or $0.000000 per unit in 2025 and $0 or $0.000000 per unit in 2024.
Net profits income is recorded when received by the Trust, which is the month following receipt by Mach, and generally three months after oil and gas production. Net profits income is generally affected by three major factors:
1. oil and gas sales volumes;
2. oil and gas sales prices; and
3. costs deducted in the calculation of net profits income.
Volumes
Gas. Underlying gas sales volumes decreased 9 percent from 2024 to 2025 primarily because of timing of cash receipts, increased downtime and natural production decline.
Oil. Underlying oil sales volumes decreased 11 percent from 2024 to 2025 primarily because of timing of cash receipts and natural production decline.
The estimated rate of natural production decline on the underlying oil and gas properties is approximately 6 to 8 percent a year.
Prices
Gas. The 2025 average gas price was $3.60 per Mcf, up 22 percent from the 2024 average gas price of $2.94 per Mcf. Natural gas prices are affected by the level of North American production, weather, crude oil and natural gas liquids prices, the U.S. economy, storage levels and export levels of liquefied natural gas. Natural gas prices are expected to remain volatile. The average NYMEX price for October 2025 through December 2025 was $3.73 per MMBtu. At March 16, 2026, the average NYMEX gas price for the following 12 months was $3.03 per MMBtu.
Oil. The average oil price for 2025 was $64.72 per Bbl, down 12 percent from the average oil price for 2024 of $73.89 per Bbl. Oil prices are expected to remain volatile. The average NYMEX price for October 2025 through December 2025 was $59.62 per Bbl. At March 16, 2026, the average NYMEX oil price for the following 12 months was $93.39 per Bbl.
Costs
The calculation of net profits income includes deductions for production expense, development costs and overhead since the related underlying properties are working interests.
Taxes, transportation and other. Taxes, transportation and other costs generally fluctuate with changes in total revenues. Taxes, transportation and other costs increased 29 percent from 2024 to 2025 primarily because of increased gas production taxes and gas deductions due to higher gas revenues.
Production expense. Production expense decreased 13 percent from 2024 to 2025 primarily because of decreased lease operating expenses.
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Development costs. Development costs increased 157 percent from 2024 to 2025 primarily because of timing of drilling costs related to non-operated wells in Major County, Oklahoma that were charged to the Trust in second quarter 2025. Changes in oil or natural gas prices could impact future development plans on the underlying properties.
Overhead. Overhead is charged by XTO Energy, Mach, and other operators for administrative expenses incurred to support operations of the underlying properties. Overhead fluctuates based on changes in the active well count and drilling activity on the underlying properties, as well as an annual cost level adjustment.
Excess costs. If monthly costs exceed revenues for any of the three conveyances (one for each of the states of Kansas, Oklahoma and Wyoming), such excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net proceeds from other conveyances. For further information on excess costs, including the balance and accrued interest by conveyance, see Note 4 to Financial Statements under Item 8. Financial Statements and Supplementary Data.
Other Proceeds. The calculation of net profits income for 2025 and 2024 included $0 ($0 net to the Trust) from Mach and $18,242 ($14,594 net to the Trust) and $355,110 ($284,088 net to the Trust) from XTO Energy, respectively, due to interest received on past due payments.
Fourth Quarter 2025 and 2024
Net profits income for fourth quarter 2025 was $0 as compared with $0 for fourth quarter 2024. This was primarily the result of increased taxes, transportation and other costs ($0.8 million), net excess costs activity ($0.4 million), lower oil prices ($0.4 million), and decreased oil production ($0.3 million), partially offset by higher gas prices ($0.6 million), decreased production expense ($0.5 million), higher natural gas production ($0.1 million), decreased overhead ($0.1 million), decreased development costs ($0.1 million), and decreased other proceeds ($0.3 million).
After adding interest income of $3,626, deducting administration expense of $125,379 and utilizing $121,753 of the cash reserve for the payment of Trust expenses, distributable income for fourth quarter 2025 was $0 or $0.000000 per unit. Distributable income for fourth quarter 2024 was $0 or $0.000000 per unit.
Distributions to unitholders for the quarter ended December 31, 2025, were:
Record Date Payment Date Per Unit
October 31, 2025 November 17, 2025 $ 0.000000
November 28, 2025 December 12, 2025 0.000000
December 31, 2025 January 15, 2026 0.000000
$ 0.000000
Volumes
Fourth quarter underlying gas sales volumes decreased 2 percent primarily because of timing of cash receipts and natural production decline. Underlying oil sales volumes increased 12 percent primarily because of timing of sales and natural production decline.
Prices
The average fourth quarter 2025 gas price was $3.47 per Mcf, up 11 percent from the fourth quarter 2024 average price of $3.14 per Mcf. The average fourth quarter 2025 oil price was $62.54 per Bbl, down 13 percent from the fourth quarter 2024 average price of $71.53 per Bbl. For further information about product prices, see “Years Ended December 31, 2025 and 2024 – Prices” above.
Costs
Taxes, transportation and other. Taxes, transportation and other costs increased 45 percent for the fourth quarter primarily because of increased production taxes due to higher gas revenues.
Production expense. Fourth quarter production expense decreased 11 percent primarily because of decreased lease operating costs.
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Development costs. Development costs decreased 24 percent for the fourth quarter primarily because of timing of drilling costs.
Overhead. Overhead is charged by XTO Energy, Mach and other operators for administrative expenses incurred to support operations of the underlying properties. Overhead fluctuates based on changes in the active well count and drilling activity on the underlying properties, as well as an annual cost level adjustment.
Excess costs. If monthly costs exceed revenues for any of the three conveyances (one for each of the states of Kansas, Oklahoma and Wyoming), such excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net proceeds from other conveyances. For information on excess costs, including the excess cost balance and accrued interest by conveyance, see Note 4 to Financial Statements under Item 8. Financial Statements and Supplementary Data.
Other Proceeds. The calculation of net profits income for the fourth quarter 2025 and 2024 included $0 ($0 net to the Trust) from Mach and $329,433 ($263,546 net to the Trust) from XTO Energy, respectively, due to interest received on past due payments.
Liquidity and Capital Resources
The Trust’s only cash requirement is any declared monthly distribution of its income to unitholders, which is funded by the monthly receipt of net profits income after payment of Trust administration expenses. The Trust is not liable for any production costs or liabilities attributable to the net profits interests. If at any time the Trust receives net profits income in excess of the amount due, the Trust is not obligated to return such overpayment, but future net profits income payable to the Trust will be reduced by the overpayment, plus interest at the prime rate. The Trust may borrow funds required to pay Trust liabilities if fully repaid prior to further distributions to unitholders.
The Trust does not have any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the Trust’s liquidity or the availability of capital resources.
The accompanying financial statements have been prepared assuming that the Trust will continue as a going concern. Financial statements prepared on a going concern basis assume the realization of assets and the settlement of liabilities in the normal course of business.
Accumulated excess costs for the Kansas, Oklahoma and Wyoming conveyances have resulted in insufficient net proceeds to the Trust which have resulted in no unitholder distributions since July 2023, and a reduction in the Trust’s expense reserve. These conditions raise substantial doubt about the Trust’s ability to continue as a going concern as the Trust does not have sufficient cash to meet its obligations during the one-year period after the date that the financial statements are issued. Factors attributable to the cash shortage are primarily the previously disclosed development costs to drill four non-operated wells in Major County, Oklahoma, lower oil and natural gas prices, and excess cost positions on the Kansas, Oklahoma and Wyoming conveyances including accumulated interest.
The Trustee has prepared a preliminary budget estimating the administrative expenses for the year ending December 31, 2026, and the three months ending March 31, 2027, which assumes no cash inflow from either net profits income or from other sources other than the $500,000 second advance distribution from XTO Energy received in second quarter 2025, as described in Note 5 to the Financial Statements. Based on the preliminary budget, the Trust’s cash reserves will be depleted during the one-year period after the date that the financial statements are issued. The Trustee anticipates that the Trust's cash reserves will be depleted in the second quarter of 2026, after which the Trust will likely be unable to continue to make SEC filings, provide reporting to unitholders or provide audited financial statements or third-party reserve reports. To help control costs, the Trustee has reviewed all administrative functions and has attempted to reduce or eliminate costs for functions other than those required to comply with SEC regulations or the Trust Indenture; however, there can be no assurance that there will be sufficient funds available to continue such functions in the future. To further reduce administrative costs to the Trust, the Trustee has deferred payment of its monthly fee of approximately $7,300 since April 2024, and approximately $8,000 since April 2025. Nothing in the Trust Indenture obligates the Trustee to pay for the Trust's expenses if the Trust's expense reserve were to be completely depleted, and the Trustee currently does not intend to advance funds to the Trust.
As previously disclosed, the Trustee has reviewed and may in the future review financing as an option to pay Trust obligations during the one-year period after the date the financial statements are issued; however, there can be no assurance that financing will be available on acceptable terms or at all. If financing became available to the Trust, it would have to be repaid, together with interest, and the Trust’s expense reserve would have to be replenished prior to any distributions to unitholders. The Trustee has sought sources of financing, but currently believes that financing in an amount sufficient to satisfy the Trust's long term liquidity needs is unlikely to be a viable option for the Trust moving forward. As a result, the Trustee has reviewed and intends to continue to review options for the Trust which may include alternatives to continuing as a going concern such as seeking to terminate the Trust or marketing the Trust's interest (which are net profits interests burdened by excess costs) for a potential sale. The Trustee has reached out to potential third parties
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regarding interest in the Trust's assets but no interest has resulted from such discussions. As a result, the Trustee believes a potential sale of the Trust's assets may be unlikely in the near term, however it will continue to consider any and all viable options. Even if a sale of the Trust assets was to occur, there is no assurance that the proceeds would result in funds to distribute to unitholders after all financial obligations of the Trust are met. Any material sale of assets and/or termination of the Trust requires unitholder approval by at least 80 percent of all outstanding units.
On July 9, 2020, the Trustee notified XTO Energy of the Trustee’s claim to indemnification to the Trust Estate for all liability, expense, claims, damages or loss incurred by the Trustee in connection with the administration of the Trust. The Trustee stated it anticipates seeking reimbursement from XTO Energy upon depletion of the Trust’s cash reserve. XTO Energy responded that any indemnity claim to XTO Energy is premature before the Trust Estate is exhausted. XTO Energy's position remains unchanged. Each of XTO Energy and Mach have informed the Trustee that they currently have no intention of providing any additional financing or extending any credit to the Trustee or the Trust Estate beyond the outstanding one-time advance distributions that can be withheld by Mach from future net proceeds (Note 5).
The Trust’s financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Greenhouse Gas Emissions and Sustainability Regulations
There is an increased focus by local, national and international regulatory bodies on greenhouse gas (“GHG”) emissions and sustainability. A number of nations and U.S. states have adopted or are considering some form of sustainability legislation and regulations, including carbon taxes, cap-and-trade policies and bans on drilling in certain areas or in certain ways. The Trustee anticipates that sustainability policies will increase the cost of carbon dioxide emissions over time. The Trustee is unable to predict the operational and financial impact of potential regulations to operators of the underlying properties, and it is possible that the operators of the underlying properties could face increases in operating costs in order to comply with sustainability or GHG emissions legislation, which costs could reduce or eliminate net proceeds payable to the Trust and Trust distributions.
Off-Balance Sheet Arrangements
The Trust has no off-balance sheet financing arrangements. The Trust has not guaranteed the debt of any other party, nor does the Trust have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt, losses or contingent obligations.
Related Party Transactions
Mach operates approximately 78 percent of the underlying properties. In computing net proceeds, Mach deducts an overhead charge for reimbursement of administrative expenses on the underlying properties it operates. As of December 31, 2025, the monthly overhead charge, based on the number of operated wells, was approximately $921,000 ($737,000 net to the Trust) and is subject to annual adjustment based on an oil and gas industry index as defined in the Trust Indenture.
Certain of Mach’s wholly owned subsidiaries purchase natural gas and provide services for the properties operated by Mach. In the Hugoton area, Timberland provides gathering from the wellhead to DCP’s gathering system for approximately $0.75 per Mcf and an ExxonMobil affiliate purchases NGLs for a price based upon third-party sales. In January 2025, this Timberland gathering fee was escalated for inflation to approximately $0.98 per Mcf and retroactively applied to the prior two year period as permitted by the Timberland Gas Gathering agreement. A portion of the gas production in Major County, Oklahoma is sold to Ringwood Gathering Company (“RGC”) for a price based upon third-party sales. RGC retains approximately $0.31 per Mcf as a compression and gathering fee. For further information regarding natural gas sales from the underlying properties to affiliates of XTO Energy, see “Significant Properties,” under Item 2. Properties.
After the purchase of the properties underlying the Trust, total gas sales from the underlying properties to Mach’s wholly owned subsidiaries were $2 million in 2025, or 7 percent of total gas sales.
Critical Accounting Policies
The financial statements of the Trust are significantly affected by its basis of accounting and estimates related to its oil and gas properties and proved reserves, as summarized below.
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Basis of Accounting
The Trust’s financial statements are prepared on a modified cash basis, which is a comprehensive basis of accounting other than U.S. GAAP. This method of accounting is consistent with reporting of taxable income to Trust unitholders. The most significant differences between the Trust’s financial statements and those prepared in accordance with U.S. GAAP are:
1. Net profits income is recognized in the month received rather than accrued in the month of production.
2. Expenses are recognized when paid rather than when incurred.
3. Cash reserves may be established by the Trustee for certain contingencies that would not be recorded under U.S. GAAP.
This comprehensive basis of accounting other than U.S. GAAP corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts. For further information regarding the Trust’s basis of accounting, see Note 2 to Financial Statements under Item 8. Financial Statements and Supplementary Data.
All amounts included in the Trust’s financial statements are based on cash amounts received or disbursed, or on the carrying value of the net profits interests, which was derived from the historical cost of the interests at the date of their transfer from XTO Energy, less accumulated amortization to date. Accordingly, there are no fair value estimates included in the financial statements based on either exchange or non-exchange trade values.
Oil and Gas Reserves
The proved oil and gas reserves for the underlying properties are estimated by independent petroleum engineers. Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof. Estimates by different engineers often vary, sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using 12-month average prices, based on the first-day-of-the-month price for each month in the period, estimated reserve quantities can be significantly impacted by changes in product prices. Accordingly, oil and gas quantities ultimately recovered and the timing of production may be substantially different from original estimates.
The standardized measure of discounted future net cash flows and changes in such cash flows, as reported in Note 10 to Financial Statements under Item 8. Financial Statements and Supplementary Data, is prepared using assumptions required by the Financial Accounting Standards Board and the Securities and Exchange Commission. Such assumptions include using 12-month average oil and gas prices, based on the first-day-of-the-month price for each month in the period, and year end costs for estimated future development and production expenditures, including recovery of cumulative excess costs remaining at year end. Discounted future net cash flows are calculated using a 10 percent rate. Changes in any of these assumptions, including consideration of other factors, could have a significant impact on the standardized measure. Accordingly, the standardized measure does not represent Mach’s or the Trustee’s estimated current market value of proved reserves.
Forward-Looking Statements
Certain information included in this annual report and other materials filed, or to be filed, by the Trust with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by Mach or the Trustee) contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, relating to the Trust, operations of the underlying properties and the oil and gas industry. Such forward-looking statements may concern, among other things, excess costs, reserve-to-production ratios, future production, development activities and associated operating expenses, future development plans by area, increased density drilling, maintenance projects, development, production, regulatory and other costs, oil and gas prices and expectations for future demand, the impact of inflation and economic downturns on economic activity, government policy and its impact on oil and gas prices and future demand, the development and competitiveness of alternative energy sources, pricing differentials, proved reserves, future net cash flows, production levels, expense reserve budgets, availability of financing, arbitration, litigation, liquidity, financing, political and regulatory matters, such as tax and environmental policy, climate policy, trade barriers, tariffs, sanctions, competition, war and other political or security disturbances. Such forward-looking statements are based on Mach’s and the Trustee’s current plans, expectations, assumptions, projections and estimates and are identified by words such as “may,” “expects,” “intends,” “plans,” “projects,” “anticipates,” “predicts,” “believes,” “goals,” “estimates,” “should,” “could,” “would,” and similar words that convey the uncertainty of future events. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual financial and operational results may differ materially from expectations, estimates or assumptions expressed in,
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implied in, or forecasted in such forward-looking statements. Some of the risk factors that could cause actual results to differ materially are explained in Item 1A. Risk Factors.