← Back to HGTXU filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Hugoton Royalty Trust · 10-K · FY 2025 · Period ended Dec 31, 2025
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) 30
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238) 31
Statements of Assets, Liabilities and Trust Corpus 32
Statements of Distributable Income 32
Statements of Changes in Trust Corpus 32
Notes to Financial Statements 33
All financial statement schedules are omitted as they are inapplicable or the required information has been included in the consolidated financial statements or notes thereto.
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Report of Independent Registered Public Accounting Firm
Argent Trust Company and Unitholders
Hugoton Royalty Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets, liabilities and trust corpus of Hugoton Royalty Trust (the “Trust”) as of December 31, 2025, the related statements of distributable income and changes in trust corpus for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the assets, liabilities and trust corpus of the Trust as of December 31, 2025, and the distributable income and changes in trust corpus for the year ended December 31, 2025, in conformity with the modified cash basis of accounting described in Note 2 to the financial statements.
Substantial Doubt about the Trust’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Trust will continue as a going concern. As discussed in Note 2 to the financial statements, accumulated excess costs have resulted in insufficient net proceeds to the Trust and a reduction in the Trust’s expense reserve that raise substantial doubt about its ability to continue as a going concern. The Trustee’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Accounting
As described in Note 2 to the financial statements, these financial statements have been prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Trust’s auditor since 2025.
Oklahoma City, Oklahoma
March 31, 2026
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Report of Independent Registered Public Accounting Firm
To the Unitholders of Hugoton Royalty Trust and Argent Trust Company, as Trustee
Opinion on the Financial Statements
We have audited the accompanying statement of assets, liabilities and trust corpus of Hugoton Royalty Trust (the “Trust”) as of December 31, 2024 and the related statements of distributable income and of changes in trust corpus for the year then ended, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the assets, liabilities and trust corpus of the Trust as of December 31, 2024 and its distributable income and its changes in trust corpus for the year then ended in conformity with the modified cash basis of accounting described in Note 2.
Substantial Doubt about the Trust’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Trust will continue as a going concern. As discussed in Note 2 to the financial statements, accumulated excess costs have resulted in insufficient net proceeds to the Trust and a reduction in the Trust’s expense reserve that raise substantial doubt about its ability to continue as a going concern. The Trustee’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Trustee, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Basis of Accounting
As described in Note 2, these financial statements were prepared on the modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
March 31, 2025
We served as the Trust’s auditor from 2011 to 2025.
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HUGOTON ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
December 31
2025 2024
Assets
Cash and short-term investments $ 238,435 $ 233,736
Net profits interests in oil and gas properties - net (Notes 1 and 2) — —
$ 238,435 $ 233,736
Liabilities and Trust Corpus
Distribution payable to unitholders $ — $ —
Expense reserve (a)(b) $ 238,435 233,736
Trust corpus (40,000,000 units of beneficial interest authorized and outstanding) — —
$ 238,435 $ 233,736
(a)The expense reserve allows the Trustee to pay its obligations should it be unable to pay them out of the net profits income.
(b)Expense reserve partially replenished by one-time advance distribution of $500,000 from XTO Energy that was part of the Settlement Agreement between the Trust and XTO Energy. See Note 5 to Financial Statements.
STATEMENTS OF DISTRIBUTABLE INCOME
Year Ended December 31
2025 2024
Net profits income $ — $ —
Interest income 13,124 15,002
Total income 13,124 15,002
Administration expense 508,424 625,314
Cash reserves withheld (used) for Trust expenses (495,300 ) (610,312 )
Distributable income $ — $ —
Distributable income per unit (40,000,000 units) $ 0.000000 $ 0.000000
STATEMENTS OF CHANGES IN TRUST CORPUS
Year Ended December 31
2025 2024
Trust corpus, beginning of year $ — $ —
Distributable income — —
Distributions declared — —
Trust corpus, end of year $ — $ —
See accompanying notes to financial statements.
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HUGOTON ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
1. Trust Organization and Provisions
Hugoton Royalty Trust (the “Trust”) was created on December 1, 1998, by XTO Energy Inc. (formerly known as “Cross Timbers Oil Company” and, hereafter, “XTO Energy”). Effective on that date, XTO Energy conveyed 80% net profits interests in certain predominantly gas-producing working interest properties in Kansas, Oklahoma and Wyoming to the Trust under separate conveyances for each of the three states. In exchange for the conveyances of the net profits interests to the Trust, XTO Energy received 40 million units of beneficial interest in the Trust. The Trust’s initial public offering was in April 1999. The majority of the underlying working interest properties are currently owned and operated by Mach Natural Resources LP and its affiliates (“Mach”) (Note 8).
Effective April 10, 2023, Argent Trust Company (“Argent”) became the Trustee of the Trust. References herein to the Trustee for periods prior to April 10, 2023, shall refer to Simmons Bank, the former Trustee of the Trust. The Trust indenture provides, among other provisions, that:
1. the Trust cannot engage in any business activity or acquire any assets other than the net profits interests and specific short-term cash investments;
2. the Trust may dispose of all or part of the net profits interests if approved by a vote of holders of 80 percent or more of the outstanding Trust units, or upon Trust termination. Otherwise, the Trust is required to sell up to 1 percent of the value of the net profits interests in any calendar year, pursuant to notice from Mach of its desire to sell the related underlying properties. Any sale must be for cash with 80 percent of the proceeds distributed to the unitholders on the next declared distribution;
3. the Trustee may establish a cash reserve for payment of any liability that is contingent or not currently payable;
4. the Trustee may borrow funds to pay Trust liabilities if repaid in full prior to further distributions to unitholders;
5. the Trustee will make monthly cash distributions to unitholders (Note 3); and
6. the Trust will terminate upon the first occurrence of:
a) disposition of all net profits interests pursuant to terms of the Trust indenture,
b) gross proceeds from the underlying properties falling below $1 million per year for two successive years, or
c) a vote of holders of 80 percent or more of the outstanding Trust units to terminate the Trust in accordance with provisions of the Trust indenture.
2. Basis of Accounting
The financial statements of the Trust are prepared on the following basis and are not intended to present financial position and results of operations in conformity with U.S. GAAP:
1. Net profits income is recorded in the month received by the Trustee (Note 3);
2. Interest income, interest to be received and distribution payable to unitholders include interest to be earned on net profits income from the monthly record date (last business day of the month) through the date of the next distribution;
3. Trust expenses are recorded based on liabilities paid and cash reserves established by the Trustee for liabilities and contingencies; and
4. Distributions to unitholders are recorded when declared by the Trustee (Note 3).
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 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.
Most accounting pronouncements apply to entities whose financial statements are prepared in accordance with U.S. GAAP, directing such entities to accrue or defer revenues and expenses in a period other than when such revenues were received or expenses were paid. Because the Trust’s financial statements are prepared on the modified cash basis, as described above, most accounting pronouncements are not applicable to the Trust’s financial statements.
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Net profits interests in oil and gas properties
The initial carrying value of the net profits interests of $247,066,951 represents XTO Energy’s historical net book value for the interests on December 1, 1998, the date of the transfer to the Trust. During the second quarter 2016, the carrying value of the net profits interests was written down to its fair value of $28,801,000, resulting in an impairment of $57,306,527 charged directly to trust corpus. During the third quarter 2019, the carrying value of the net profits interests was written down to its fair value of zero, resulting in an impairment of $15,681,533 charged directly to trust corpus. Amortization of the net profits interests is calculated on a unit-of-production basis and charged directly to trust corpus. Accumulated amortization was $174,078,891 as of September 30, 2019, when the net profits interests was written down to its fair value of zero.
Liquidity and Going Concern
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 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 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.
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3. Distributions to Unitholders
The Trustee determines the amount to be distributed to unitholders each month by totaling net profits income, interest income and other cash receipts, and subtracting liabilities paid and adjustments in cash reserves established by the Trustee. The resulting amount is distributed to unitholders of record within ten business days after the monthly record date, which is the last business day of the month.
Net profits income received by the Trustee consists of net proceeds received in the prior month by XTO Energy for periods prior to April 30, 2025 or Mach in the second preceding month for periods after April 30, 2025, from the underlying properties, multiplied by 80%. Net proceeds are the gross proceeds received from the sale of production, less costs. Costs generally include applicable taxes, transportation, legal and marketing charges, production expense, development and drilling costs, and overhead.
XTO Energy or Mach, as owner of the underlying properties, compute net profits income separately for each of the three conveyances (one for each of the states of Kansas, Oklahoma and Wyoming). If costs exceed revenues for any conveyance, such excess costs must be recovered, with accrued interest, from future net proceeds of that conveyance and cannot reduce net profits income from the other conveyances (Note 4).
4. 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.
The following summarizes excess costs activity, cumulative excess costs balance and accrued interest to be recovered by conveyance as calculated by XTO Energy or Mach as applicable:
Underlying
KS OK WY Total
Cumulative excess costs remaining at 12/31/24 $ 1,263,171 $ 1,093,891 $ 7,421,195 $ 9,778,257
Net excess costs (recovery) for the quarter ended 3/31/25 345,989 719,354 232,001 1,297,344
Net excess costs (recovery) for the quarter ended 6/30/25 244,538 3,594,804 832,707 4,672,049
Net excess costs (recovery) for the quarter ended 9/30/25 481,351 2,489,021 1,286,935 4,257,307
Net excess costs (recovery) for the quarter ended 12/31/25 149,166 (53,195 ) 377,349 473,320
Cumulative excess costs remaining at 12/31/25 2,484,215 7,843,875 10,150,187 20,478,277
Accrued interest at 12/31/25 266,593 789,515 1,067,704 2,123,812
Total remaining to be recovered at 12/31/25 $ 2,750,808 $ 8,633,390 $ 11,217,891 $ 22,602,089
NPI
KS OK WY Total
Cumulative excess costs remaining at 12/31/24 $ 1,010,537 $ 875,113 $ 5,936,955 $ 7,822,605
Net excess costs (recovery) for the quarter ended 3/31/25 276,791 575,483 185,601 1,037,875
Net excess costs (recovery) for the quarter ended 6/30/25 195,630 2,875,843 666,166 3,737,639
Net excess costs (recovery) for the quarter ended 9/30/25 385,081 1,991,217 1,029,548 3,405,846
Net excess costs (recovery) for the quarter ended 12/31/25 119,333 (42,556 ) 301,879 378,656
Cumulative excess costs remaining at 12/31/25 1,987,372 6,275,100 8,120,149 16,382,622
Accrued interest at 12/31/25 213,274 631,612 854,164 1,699,050
Total remaining to be recovered at 12/31/25 $ 2,200,646 $ 6,906,712 $ 8,974,313 $ 18,081,671
For the year ended December 31, 2025, excess costs on properties underlying the Kansas net profits interests increased by $1,221,044 ($976,835 net to the Trust). This includes excess costs of $149,166 ($119,333 net to the Trust) for the quarter ended December 31, 2025.
For the year ended December 31, 2025, excess costs on properties underlying the Oklahoma net profits interests were $6,749,984 ($5,399,987 net to the Trust). This includes excess cost recoveries of $53,195 ($42,556 net to the Trust) for the quarter ended December 31, 2025.
For the year ended December 31, 2025, excess costs on properties underlying the Wyoming net profits interests increased by $2,728,992 ($2,183,194 net to the Trust). This includes excess costs of $377,349 ($301,879 net to the Trust) for the quarter ended December 31, 2025.
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Underlying cumulative excess costs for the Kansas, Oklahoma and Wyoming conveyances remaining as of December 31, 2025, totaled $22.6 million ($18.1 million net to the Trust), including accrued interest of $2.1 million ($1.7 million net to the Trust).
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5. Advance Distributions
In the second quarter of 2024, XTO Energy provided the Trust an advance distribution of $500,000 (net to the Trust), that can be treated as a production cost, except that it can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that XTO Energy shall only be entitled to withhold distributions of net proceeds as recoupment to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash.
NPI
Total
Advance Distribution at 12/31/25 $ 500,000
Accrued interest at 12/31/25 57,536
Total remaining to be recovered at 12/31/25 $ 557,536
In the second quarter of 2025, XTO Energy provided the Trust with a second advance distribution of $500,000 (net to the Trust) that was intended to provide the Trustee of the Trust with liquidity to meet current and near-term financial reporting obligations. The second advance distribution can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that recoupment from net proceeds shall only be permitted to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash. Mach has assumed the right to recoup this advance following the conveyance of XTO Energy’s interest on April 30, 2025.
Total
Advance Distribution at 12/31/25 $ 500,000
Accrued interest at 12/31/25 22,081
Total remaining to be recovered at 12/31/25 $ 522,081
6. Administration Expense
Administrative expenses are incurred so that the Trustee may meet its reporting obligations to the unitholders and regulatory entities and otherwise manage the administrative functions of the Trust. These obligations include, but are not limited to, all expenses, taxes, compensation to the Trustee for managing the Trust, fees to consultants, accountants, attorneys, transfer agents, other professional and expert persons, expenses for clerical and other administrative assistance, and fees and expenses for all other services. See Item 11. Executive Compensation, for further information on the remuneration received by the Trustee.
7. Income Taxes
For federal income tax purposes, the Trust constitutes a fixed investment trust that is taxed as a grantor trust. A grantor trust is not subject to tax at the trust level. Accordingly, no provision for income taxes has been made in the financial statements. The unitholders are considered to own the Trust’s income and principal as though no trust were in existence. The income of the Trust is deemed to have been received or accrued by each unitholder at the time such income is received or accrued by the Trust and not when distributed by the Trust. Impairments recorded for book purposes will not result in a loss for tax purposes for the unitholders until the loss is recognized.
All revenues from the Trust are from sources within Kansas, Oklahoma or Wyoming. Because the Trust distributes all of its net income to unitholders, the Trust has not been taxed at the trust level in Kansas or Oklahoma. While the Trust has not owed tax, the Trustee is generally required to file Kansas and Oklahoma income tax returns reflecting the income and deductions of the Trust attributable to properties located in each state, along with a schedule that includes information regarding distributions to unitholders. However, the Trust will not file Kansas and Oklahoma income tax returns for the 2025 tax year due to the fact that there were no revenues attributable to properties located in Kansas and Oklahoma in that time period.
Wyoming does not impose a state income tax.
Unitholders should consult their own tax advisor regarding income tax requirements, if any, applicable to such person’s ownership of Trust units.
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8. 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.
Total gas sales from the underlying properties to XTO Energy’s wholly owned subsidiaries were $2 million in 2025, or 7 percent of total gas sales, and $4.1 million in 2024, or 8 percent of total gas sales.
9. Contingencies
Litigation
Royalty Class Action and Arbitration
As previously disclosed, XTO Energy advised the Trustee that it reached a settlement with the plaintiffs in the Chieftain class action royalty case. Based on the final plan of allocation approved by the court, XTO Energy advised the Trustee that it believes approximately $24.3 million in additional production costs should be allocated to the Trust. On May 2, 2018, the Trustee submitted a demand for arbitration seeking a declaratory judgment that the Chieftain settlement is not a production cost and that XTO Energy is prohibited from charging the settlement as a production cost under the conveyance or otherwise reducing the Trust’s payments now or in the future as a result of the Chieftain litigation (the "Chieftain Claim").
On January 20, 2021, the arbitration panel issued its Corrected Interim Final Award (i) “reject[ing] the Trust’s contention that XTO [Energy] has no right under the Conveyance to charge the Trust with amounts XTO [Energy] paid under section 1.18(a)(i) as royalty obligations to settle the Chieftain litigation” and (ii) stating “[t]he next phase will determine how much of the Chieftain settlement can be so charged, if any of it can be, in the exercise of the right found by the Panel.” Following briefing by both parties, on May 18, 2021, the Panel issued its second interim final award over the amount of XTO Energy’s settlement in the Chieftain class action lawsuit that can be charged to the Trust as a production cost.
In the arbitration, the Trustee also disputed certain amounts related to the computation of the Trust’s net proceeds for 2014 through 2019 and 2021 (the “Overhead Claims”).
On June 18, 2024, the Trustee and XTO Energy entered into a Settlement Agreement to resolve the pending arbitration. Pursuant to the Settlement Agreement, effective as of June 1, 2024, XTO Energy and the Trustee agreed:
• that the value of the Chieftain Claim, with interest, to the benefit of XTO Energy is stipulated to be $18,105,467 (net to the Trust);
• that the value of the Overhead Claims, with interest, to the benefit of the Trust is stipulated to be $17,275,086 (net to the Trust);
• that the stipulated value of the Chieftain Claim and the Overhead Claims would be offset against one another, on a cumulative basis and without respect to which conveyance the particular claim arose, leaving a balance, to the benefit of XTO Energy of $830,381 (net to the Trust), which balance shall be treated as a production cost under the Oklahoma conveyance, and subject to the recoupment and interest charges under that conveyance; and
• that XTO Energy will provide the Trust an advance distribution of $500,000 (net to the Trust), that can be treated as a production cost, except that it can be recouped, together with interest, from what would otherwise be distributable net profits under any of the three conveyances; provided, however that XTO Energy shall only be entitled to withhold distributions of net proceeds as recoupment to the extent that such recoupment does not leave the Trust with less than $250,000 of available cash.
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The Trustee used the $500,000 advance distribution to partially replenish the Trust’s cash expense reserve in June 2024. The $830,381 balance due to XTO Energy was recorded as a production cost in third quarter 2024.
Additionally, the Settlement Agreement provides that XTO Energy will modify certain accounting practices with respect to the Overhead Claims effective as of June 1, 2024.
As previously disclosed, the arbitration panel issued its second interim final award which resolved all issues in the arbitration and the claims are no longer a contingency.
Other Lawsuits and Governmental Proceedings
Certain of the underlying properties are involved in various other lawsuits and governmental proceedings arising in the ordinary course of business. XTO Energy and Mach have each advised the Trustee that, based on the information available at this stage of the various proceedings, they do not believe that the ultimate resolution of these claims will have a material effect on the financial position or liquidity of the Trust, but may have an effect on annual distributable income.
Other
Several states have enacted legislation requiring state income tax withholding from payments made to nonresident recipients of oil and gas proceeds. After consultation with its tax counsel, the Trustee believes that it is not required to withhold on payments made to the unitholders. However, regulations are subject to change by the various states, which could change this conclusion. Should amounts be withheld on payments made to the Trust or the unitholders, distributions to the unitholders would be reduced by the required amount, subject to the filing of a claim for refund by the Trust or unitholders for such amount.
10. Segment Reporting
The Trust has one business activity as the owner of an investment in net profits interests in oil and gas properties as reported in the accompanying Statements of Assets, Liabilities, and Trust Corpus, and operates in a single operating and reportable segment. Reportable segments are defined as components of an entity for which separate financial information is evaluated regularly by the chief operating decisions maker (the “CODM”), which is the Trustee. The segment participates in activities and derives its income from net profits interests in oil and gas properties as reported in the accompanying Statements of Distributable Income, and the CODM uses this in making decisions about the allocation of cash reserves for current and future Trust general and administrative expenses and the ultimate distribution (if any) to the Trust unitholders.
11. Supplemental Oil and Gas Reserve Information (Unaudited)
Oil and Natural Gas Reserves
Proved oil and gas reserves have been estimated by independent petroleum engineers. Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods, and government regulation before the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods in which the cost of the required equipment is relatively minor compared with the cost of a new well. Due to the inherent uncertainties and the limited nature of reservoir data, such estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of these reserves may be substantially different from the original estimate. Revisions result primarily from new information obtained from development drilling and production history and from changes in economic factors.
Standardized Measure
The standardized measure of discounted future net cash flows and changes in such cash flows are prepared using assumptions required by the Financial Accounting Standards Board. Such assumptions include the use of 12-month average prices for oil and gas, 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 to produce the proved reserves, including recovery of cumulative excess costs remaining at year end. Future net cash flows are discounted at an annual rate of 10 percent. No provision is included for federal income taxes since future net cash flows are not subject to taxation at the trust level.
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The standardized measure does not represent XTO Energy’s, Mach’s, or the Trustee’s estimate of future cash flows or the value of proved oil and gas reserves. Probable and possible reserves, which may become proved in the future, are excluded from the calculations. Furthermore, prices used to determine the standardized measure are influenced by supply and demand as affected by recent economic conditions as well as other factors and may not be the most representative in estimating future revenues or reserve data.
Estimated costs to plug and abandon wells on the underlying working interest properties at the end of their productive lives have not been deducted from cash flows since this is not a legal obligation of the Trust. These costs are the legal obligation of XTO Energy and Mach, as applicable, as the owner of the underlying working interests and will only be deducted from net proceeds payable to the Trust if net proceeds from the related conveyance exceed such costs when paid, subject to excess cost carryforward provisions (Notes 3 and 4).
The average realized gas prices used to determine the standardized measure were $2.81 per Mcf in 2025, and $1.84 per Mcf in 2024. Oil prices used to determine the standardized measure were based on average realized oil prices of $62.83 per Bbl in 2025, and $72.57 per Bbl in 2024.
Reserve quantities and revenues for the net profits interests were estimated from projections of reserves and revenues attributable to the underlying properties. Since the Trust has defined net profits interests, the Trust does not own a specific percentage of the oil and gas reserves. Oil and gas reserves are allocated to the net profits interests by dividing Trust net cash inflows by 12-month average oil and gas prices. Any fluctuations in 12-month average prices or estimated costs will result in revisions to the estimated reserve quantities allocated to the net profits interests, which may not correlate with revisions of underlying proved reserves.
Proved Reserves
(in thousands) Underlying Properties Net Profits Interests
Gas (Mcf) Oil (Bbls) Gas (Mcf) Oil (Bbls)
Balance, December 31, 2023 79,022 1,434 7,329 171
Extensions, additions and discoveries 822 89 259 28
Revisions of prior estimates (43,287 ) (338 ) (7,005 ) (164 )
Production - sales volumes (8,262 ) (193 ) — —
Sales in place — — — —
Balance, December 31, 2024 28,295 992 583 35
Extensions, additions and discoveries 755 104 326 45
Revisions of prior estimates 33,982 725 3,547 89
Production - sales volumes (7,515 ) (171 ) — —
Sales in place — — — —
Balance, December 31, 2025 55,517 1,650 4,456 169
Revisions of prior estimates of the proved gas reserves for the underlying properties in each year are primarily because of changes in the gas and oil prices. Revisions for the net profits interests may not correlate with underlying properties in any given year since the Trust’s allocated reserves reflect recovery of the Trust’s portion of production and development costs at 12-month average prices. Any conveyance where costs exceed revenues will result in zero allocated net profits interests reserves for that conveyance.
Proved Developed Reserves
(in thousands) Underlying Properties Net Profits Interests
Gas (Mcf) Oil (Bbls) Gas (Mcf) Oil (Bbls)
December 31, 2024 28,295 992 583 35
December 31, 2025 55,517 1,650 4,456 169
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Standardized Measure of Discounted Future Net Cash Flows from Proved Reserves
(in thousands) December 31
2025 2024
Underlying Properties
Future cash inflows $ 269,272 $ 123,976
Future costs:
Production 241,775 119,918
Development — —
Future net cash flows 27,497 4,058
10% discount factor 15,321 1,415
Standardized measure $ 12,176 $ 2,643
Net Profits Interests
Future cash inflows $ 23,701 $ 3,642
Future production taxes 1,703 396
Future net cash flows 21,998 3,246
10% discount factor 12,257 1,132
Standardized measure $ 9,741 $ 2,114
Changes in Standardized Measure of Discounted Future Net Cash Flows from Proved Reserves
(in thousands) 2025 2024
Underlying Properties
Standardized measure, January 1 $ 2,643 $ 23,764
Revisions:
Prices and costs 15,264 (43,642 )
Quantity estimates (3,387 ) 20,311
Accretion of discount 237 2,068
Future development costs (5,348 ) (2,083 )
Production rates and other (149 ) 25
Net revisions 6,617 (23,321 )
Extensions, additions and discoveries 2,917 2,200
Production (5,348 ) (2,083 )
Development costs 5,348 2,083
Sales in place — —
Net change 9,534 (21,121 )
Standardized measure, December 31 $ 12,177 $ 2,643
Net Profits Interests
Standardized measure, January 1 $ 2,114 $ 19,012
Extensions, additions and discoveries 2,334 1,760
Accretion of discount 189 1,654
Revisions of prior estimates, changes in price and other 5,104 (20,312 )
Sales in place — —
Net profits income — —
Standardized measure, December 31 $ 9,741 $ 2,114