What changed in this filing

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Item 1A. Risk Factors

2025-11-13 compared with 2025-05-14 · 53 added, 82 removed, 208 unchanged (39% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATE MENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

As of March 31, 2025 and June 30, 2024

As of September 30, 2025 and June 30, 2025

September 30,

Current assets:

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CONDENSED CONSOLIDATED STATE MENTS OF DISTRIBUTABLE INCOME

For the Three Months and Nine Months Ended March 31, 2025 and 2024

For the Three Months Ended September 30, 2025 and 2024

Three Months Ended

Nine Months Ended

September 30,

Oil and natural gas royalties

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TRUST CORPUS

For the Nine Months Ended March 31, 2025 and 2024

Nine Months Ended

Trust corpus, beginning of period

Distributable income

Distributions to unitholders

Trust corpus, end of period

Distributions per unit

For the Three Months Ended March 31, 2025 and 2024

For the Three Months Ended September 30, 2025 and 2024

Three Months Ended

September 30,

Trust corpus, beginning of period

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NOTES TO CONDENSED CONSOLID ATED FINANCIAL STATEMENTS

March 31, 2025

September 30, 2025

Accounting Policies

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Royalty income is recognized in the month when received by Marine rather than in the month of production.

Marine’s expenses (including accounting, legal, other professional fees, trustee’s fees and out-of-pocket expenses) are recorded on an actual paid basis in the month paid rather than in the month incurred.

Marine’s expenses (including accounting, legal, other professional fees, trustee's fees and out-of-pocket expenses) are recorded on an actual paid basis in the month paid rather than in the month incurred.

Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary, which would not be recorded under GAAP.

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If the 28th day falls on a Saturday, Sunday or legal holiday, the payments are to be made on the immediately succeeding business day.

Total estimated reserve for future expenses deducted from calculated distributable income for the three months ended March 31, 2025 was $75,500.

Total estimated reserve for future expenses deducted from calculated distributable income for the three months ended September 30, 2025 was $84,500.

As stated under “Note 1.

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However, distributable income is paid from the account balances of the Trust.

Distributable income is comprised of (i) royalties from offshore Texas leases owned directly by the Trust, (ii) 98% of the royalties received from offshore Louisiana leases owned by MPC, which are retained by and delivered to the Trust on a quarterly basis, (iii) cash distributions from the Trust’s interest in Tidelands Royalty Trust “B”

(“Tidelands”), a separate royalty trust in which the Trust had a beneficial interest, until Tidelands was wound up in June 2022, (iv) dividends paid by MPC, less (v) administrative expenses incurred by the Trust.

Distributable income is comprised of (i) royalties from offshore Texas leases owned directly by the Trust, (ii) 98% of the royalties received from offshore Louisiana leases owned by MPC, which are retained by and delivered to the Trust on a quarterly basis, (iii) dividends paid by MPC, less (iv) administrative expenses incurred by the Trust.

Distributions fluctuate from quarter to quarter primarily due to changes in oil and natural gas prices and production quantities and expenses incurred.

Under the terms of the Trust Indenture, the Trustee is entitled to receive reasonable and customary fees and compensation for its services as Trustee.

Trustee fees are paid quarterly from the Trust’s distributable income.

Trustee fees for the periods presented were as follows:

For the Three Months Ended

September 30,

Argent Trust Company

Trustee’

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The Trust is a royalty trust that was created in 1956 under the laws of the State of Texas.

Effective February 20, 2018, Simmons Bank became corporate trustee of the Trust (“Simmons”) as a result of a merger between Simmons Bank and Southwest Bank, the former corporate trustee of the Trust.

Effective February 20, 2018, Simmons Bank (“Simmons”) became corporate trustee of the Trust as a result of a merger between Simmons and Southwest Bank, the former corporate trustee of the Trust.

On November 4, 2021, Simmons announced that it had entered into an agreement with Argent Trust Company, pursuant to which Simmons would resign as trustee of the Trust and nominate Argent Trust Company as successor trustee of the Trust.

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The Trust’s Indenture provides that the term of the Trust will expire on June 1, 2041, unless extended by the vote of the holders of a majority of the outstanding units of beneficial interest.

The Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly and practical means for the administration and liquidation of rights to payments from certain oil and natural gas leases in the Gulf of America, pursuant to license agreements and amendments between the Trust’s predecessors and Gulf Oil Corporation (“Gulf”).

The Trust is not permitted to engage in any business activity because it was organized for the sole purpose of providing an efficient, orderly and practical means for the administration and liquidation of rights to payments from certain oil and natural gas leases in the Gulf of America (formerly known as the Gulf of Mexico), pursuant to license agreements and amendments between the Trust’s predecessors and Gulf Oil Corporation (“Gulf”).

As a result of various transactions that have occurred since 1956, these interests were largely held by Chevron Corporation (“Chevron”) and are now predominantly held by its assignees, including Arena Energy, LP (collectively with Chevron and its assignees, the “Interest Owners”).

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Notwithstanding the foregoing, the middlemen holding Trust units on behalf of unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting requirements under the U.S.

Treasury Regulations with respect to such Trust units, including the issuance of Internal Revenue Service Forms 1099 and certain written tax statements.

Treasury Regulations with respect to such Trust units, including the issuance of IRS Forms 1099 and certain written tax statements.

Unitholders whose Trust units are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust units.

Each unitholder should consult their own tax advisor regarding Trust tax compliance matters.

Each unitholder should consult its own tax advisor regarding Trust tax compliance matters.

Commodity Prices

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Factors that may impact future commodity prices, including the price of oil and natural gas, include but are not limited to:

political conditions worldwide, and in particular, political disruptions, terrorist activities, wars or other armed conflicts in oil producing regions, including the war in Eastern Europe and the Middle East;

political conditions worldwide, and in particular, political disruptions, terrorist activities, wars or other armed conflicts in oil producing regions, including the Middle East and Eastern Europe;

worldwide economic conditions;

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the proximity to, and capacity of, transportation facilities;

the effect of worldwide energy conservation measures;

the effect of worldwide energy conservation measures and governmental policies and regulatory incentives for investment in non-fossil fuel energy sources;

the nature and extent of governmental regulation and taxation.

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A grantor trust is not subject to tax at the trust level.

As a grantor trust, unitholders are taxed directly on their proportionate share of income, deduction and credit of the Trust consistent with each such unitholder’s tax status and applicable facts as though no trust were in existence.

As a grantor trust, unitholders are taxed directly on their proportionate share of income, deduction and credit of the Trust consistent with each such unitholder's tax status and applicable facts as though no trust were in existence.

The State of Texas imposes a franchise tax, but the Trust does not believe that it is subject to the franchise tax because at least 90% of its federal gross income is from passive sources.

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Marine has performed a review of the public records from the Bureau of Ocean Energy Management (BOEM) and Marine's revenue records provided by the operators.

Based on this information, Marine believes that as of March 31, 2025, Marine had an overriding royalty interest in 19 different oil and natural gas leases covering an aggregate of 87,326 gross acres.

Based on this information, Marine believes that as of September 30, 2025, Marine had an overriding royalty interest in 19 different oil and natural gas leases covering an aggregate of 87,646 gross acres.

The lease acreage is all located in federal waters in the Central and Western areas of the Gulf of America off the coasts of Louisiana and Texas.

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Cash reserves are permitted to be established by the Trustee for certain contingencies that would not be recorded under generally accepted accounting principles in the United States.

Marine did not have any changes in its critical accounting policies or estimates during the three and nine months ended March 31, 2025.

Marine did not have any changes in its critical accounting policies or estimates during the three months ended September 30, 2025.

Please see Marine’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a detailed discussion of its critical accounting policies.

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Summary of Operating Results

During the nine months ended March 31, 2025, the Trust realized approximately 94% of its royalty income from the sale of oil and approximately 6% of its royalty income from the sale of natural gas and natural gas liquids.

During the nine months ended March 31, 2024, the Trust realized approximately 99% of its royalty income from the sale of oil and approximately 1% of its royalty income from

the sale of natural gas and natural gas liquids.

Royalty income includes royalties from oil, natural gas, and natural gas liquids received from producers.

Distributable income per unit for the nine months ended March 31, 2025, was $0.28 as compared to $0.27 for the comparable period in 2024.

Distributions per unit also amounted to $0.27 per unit for the nine months ended March 31, 2025, a decrease from distributions of $0.31 per unit for the comparable period in 2024.

For the nine months ended March 31, 2025, oil production decreased to 9,718 barrels (bbls) from 10,005 bbls for the comparable period in 2024.

Natural gas volumes sold increased to 14,677 thousand cubic feet (mcf) from 7,615 mcf and natural gas liquids sold increased from 14,524 mcf to 26,686 mcf for the nine months ended March 31, 2025, as compared to the same period in 2024.

For the nine months ended March 31, 2025, the average price realized for oil decreased to $75.67 per barrel (bbl) as compared to the price of $76.60 per bbl realized for the comparable period in 2024.

The average price realized for natural gas (net of expenses) increased to $2.10 per mcf as compared to the average price of $0.84 per mcf realized for the comparable period in 2024, and the average price realized for natural gas liquids (net of expenses) increased to $0.46 per mcf as compared to the average price of $0.14 per mcf realized for the comparable period in 2024.

Results of Operations—Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Income from oil and natural gas royalties increased to $332,993 during the three months ended March 31, 2025, from $234,500 realized for the comparable period in 2024.

Royalties increased for the three months ended March 31, 2025 as compared to the comparable period in 2024 primarily due to increases in the production of oil, natural gas, and natural gas liquids.

Distributable income increased to $242,418 for the three months ended March 31, 2025, from $115,524 realized for the comparable period in 2024.

Income from oil royalties, for the three months ended March 31, 2025, increased to $318,672 from $233,186 realized for the comparable period in 2024.

The volume of oil sold in the three months ended March 31, 2025, increased to 4,455 bbls from 2,964 bbls realized for the comparable period in 2024, and the average price realized for oil decreased to $71.53 per bbl for the three months ended March 31, 2025, from $78.67 per bbl realized for the comparable period in 2024.

Income from natural gas royalties (net of expenses), for the three months ended March 31, 2025, increased to $10,319 from $1,058 for the comparable period in 2024.

The volume of natural gas sold in the three months ended March 31, 2025, increased to 6,239 mcf from 2,176 mcf realized for the comparable period in 2024, and the average price realized for natural gas (net of expenses) increased to $1.65 per mcf for the three months ended March 31, 2025, from $0.49 per mcf realized for the comparable period in 2024.

Income from natural gas liquids royalties (net of expenses), for the three months ended March 31, 2025, increased to $4,001 from $257 for the comparable period in 2024.

The volume of natural gas liquids sold in the three months ended March 31, 2025, increased to 11,756 mcf from 3,541 mcf realized for the comparable period in 2024, and the average price realized for natural gas liquids (net of expenses) increased to $0.34 per mcf for the three months ended March 31, 2025, from $0.07 per mcf realized for the comparable period in 2024.

The following table presents the quantities of oil, natural gas, and natural gas liquids sold and the average price realized for the three months ended March 31, 2025, and those realized for the comparable period in 2024.

The three months ended March 31, 2024 has been revised from the prior presentation to present the natural gas liquids separately from natural gas.

In previous years, the natural gas liquids revenue was included with the natural gas revenue and the average price of natural gas was calculated using the combined revenue number but did not include the natural gas liquids quantities sold.

The information in the table below was revised for fiscal year 2024 to conform with the current year presentation to (i) provide natural gas liquids quantities sold, and average sales price for natural gas liquids and (ii) update the average sales price for natural gas.

The volumes for natural gas have not been changed.

These updates do not impact the prior years' financial statements or distributable income.

During the three months ended September 30, 2025 the Trust realized approximately 94% of its royalty income from the sale of oil and approximately 6% of its royalty income from the sale of natural gas and natural gas liquids.

During the three months ended September 30, 2024, the Trust realized approximately 92% of its royalty income from the sale of oil and approximately 8% of its royalty income from the sale of natural gas and natural gas liquids.

Royalty income includes royalties from oil and natural gas received from producers.

Distributable income per unit for the three months ended September 30, 2025 was $0.07 as compared to $0.12 for the comparable period in 2024.

Distributions per unit also amounted to $0.07 per unit for the three months ended September 30, 2025, a decrease from distributions of $0.09 per unit for the comparable period in 2024.

For the three months ended September 30, 2025, oil production decreased to 3,226 barrels (bbls) from 3,265 bbls for the comparable period in 2024.

Natural gas volumes sold decreased to 3,567 thousand cubic feet (mcf) from 5,095 mcf and natural gas liquids sold decreased to 6,290 mcf from 8,437 mcf for the three months ended September 30, 2025, as compared to the same period in 2024.

For the three months ended September 30, 2025, the average price realized for oil decreased to $63.52 per barrel (bbl) as compared to the price of $81.11 per bbl realized for the comparable period in 2024.

The average price realized for natural gas (net of expenses) increased to $3.14 per mcf as compared to the average price of $3.02 per mcf realized for the comparable period in 2024, and the average price realized for natural gas liquids (net of expenses) decreased to $0.38 per mcf as compared to the average price of $0.75 per mcf realized for the comparable period in 2024.

Results of Operations—Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Income from oil and natural gas royalties decreased to $218,526 during the three months ended September 30, 2025 from $286,498 realized for the comparable period in 2024.

Royalties decreased for the three months ended September 30, 2025 as compared to the comparable period in 2024 primarily due to decreases in the prices of oil and natural gas liquids and decreases in production of oil, natural gas, and natural gas liquids, partially offset by higher natural gas pricing.

Distributable income decreased to $130,813 for the three months ended September 30, 2025 from $233,552 realized for the comparable period in 2024.

Income from oil royalties, for the three months ended September 30, 2025 decreased to $204,913 from $264,786 realized for the comparable period in 2024.

The volume of oil sold in the three months ended September 30, 2025 decreased to 3,226 bbls from 3,265 bbls realized for the comparable period in 2024, and the average price realized for oil decreased to $63.52 per bbl for the three months ended September 30, 2025 from $81.11 per bbl realized for the comparable period in 2024.

Income from natural gas royalties (net of expenses), for the three months ended September 30, 2025 decreased to $11,194 from $15,362 for the comparable period in 2024.

The volume of natural gas sold in the three months ended September 30, 2025 decreased to 3,567 mcf from 5,095 mcf realized for the comparable period in 2024, and the average price realized for natural gas (net of expenses) increased to $3.14 per mcf for the three months ended September 30, 2025 from $3.02 per mcf realized for the comparable period in 2024.

Income from natural gas liquids royalties (net of expenses), for the three months ended September 30, 2025 decreased to $2,419 from $6,350 for the comparable period in 2024.

The volume of natural gas liquids sold in the three months ended September 30, 2025 decreased to 6,290 mcf from 8,437 mcf realized for the comparable period in 2024, and the average price realized for natural gas liquids

(net of expenses) decreased to $0.38 per mcf for the three months ended September 30, 2025 from $0.75 per mcf realized for the comparable period in 2024.

The following table presents the quantities of oil, natural gas, and natural gas liquids sold and the average price realized for the three months ended September 30, 2025, and those realized for the comparable period in 2024.

Three Months Ended

Average price

Average price, net of expenses

Natural Gas Liquids

Average price

General and administrative expenses decreased to $95,670 for the three months ended March 31, 2025 from $132,046 for the comparable period of 2024, primarily due to the timing of payment of professional fees.

Results of Operations—Nine months Ended March 31, 2025 Compared to the Nine months ended March 31, 2024

Income from oil and natural gas royalties increased to $778,554 during the nine months ended March 31, 2025, from $774,721 realized for the comparable period in 2024.

Royalties increased for the nine months ended March 31, 2025, primarily due to an increase in the price and volume of natural gas and natural gas liquids.

Distributable income increased to $557,108 for the nine months ended March 31, 2025 from $542,819 realized for the comparable period in 2024.

Income from oil royalties for the nine months ended March 31, 2025, decreased to $735,377 from $766,295 realized for the comparable period in 2024.

The volume of oil sold in the nine months ended March 31, 2025, decreased to 9,718 bbls from 10,005 bbls realized for the comparable period in 2024, and the average price realized for oil decreased to $75.67 per bbl for the nine months ended March 31, 2025, from $76.60 per bbl realized for the comparable period in 2024.

Income from natural gas royalties (net of expenses) for the nine months ended March 31, 2025, increased to $30,848 from $6,395 for the comparable period in 2024.

The volume of natural gas sold in the nine months ended March 31, 2025, increased to 14,677 mcf from 7,615 mcf realized for the comparable period in 2024, and the average price realized for natural gas (net of expenses) increased to $2.10 per mcf for the nine months ended March 31, 2025, from $0.84 per mcf realized for the comparable period in 2024.

Income from natural gas liquids royalties (net of expenses), for the nine months ended March 31, 2025, increased to $12,330 from $2,031 for the comparable period in 2024.

The volume of natural gas liquids sold in the nine months ended March 31, 2025, increased to 26,686 mcf from 14,524 mcf realized for the comparable period in 2024, and the average price realized for natural gas liquids (net of expenses) increased to $0.46 per mcf for the nine months ended March 31, 2025, from $0.14 per mcf realized for the comparable period in 2024.

The following table presents the quantities of oil and natural gas sold and the average price realized for the nine months ended March 31, 2025, and those realized for the comparable period in 2024.

The nine months ended March 31, 2024, has been revised from the prior presentation to present the natural gas liquids separately from natural gas.

The volumes for natural gas have not been changed.

These updates do not impact the prior years’

financial statements or distributable income.

Nine Months Ended

September 30,

Average price

2 unchanged sentences

Average price

General and administrative expenses decreased to $249,073 for the nine months ended March 31, 2025 from $272,340 for the comparable period of 2024, primarily due to the timing of payment of professional fees.

General and administrative expenses increased to $92,589 for the three months ended September 30, 2025 from $68,640 for the comparable period of 2024, primarily due to the timing of payment of professional fees.

Forward-Looking Statements

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reductions in price or demand for oil and natural gas, which might then lead to decreased production or impair Marine’s ability to make distributions;

the impact of public health concerns, such as COVID-19, on future production and distributions;

reductions in production due to the depletion of existing wells or disruptions in service, which may be caused by storm damage to production facilities, blowouts or other production accidents, or geological changes such as cratering of productive formations;

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other changes in domestic and international energy markets;

the resignation of the Trustee;

the impact of pandemics or other public health concerns;

and the expiration, termination or release of leases subject to Marine’s interests.

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Marine’s disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed by Marine in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Marine in the reports that it

files or submits under the Exchange Act is accumulated and communicated to the Trustee as appropriate to allow timely decisions regarding required disclosure

As of March 31, 2025, the Trustee carried out an evaluation of the effectiveness of the design and operation of Marine’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act.

Based upon that evaluation, the Trustee concluded that Marine’s disclosure controls and procedures were effective as of March 31, 2025.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Marine in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee as appropriate to allow timely decisions regarding required disclosure

As of September 30, 2025, the Trustee carried out an evaluation of the effectiveness of the design and operation of Marine’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act.

Based upon that evaluation, the Trustee concluded that Marine’s disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Marine’s internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, Marine’s internal control over financial reporting.

There have not been any changes in Marine’s internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, Marine’s internal control over financial reporting.

OT HER INFORMATION

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors