Item 3. Legal Proceedings
Item 3. Legal Proceedings.
Currently, there are no legal proceedings pending to which the Trust is a party or of which any of its property is the subject.
Item 4. Mine Safety Disclosures.
None.
45
TABLE OF CONTENTS
PART II
Item 5.
Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities.
The Trust Units commenced trading on the New York Stock Exchange on January 19, 2007 under the symbol “MVO.” As of March 20, 2026, the 11,500,000 Trust Units outstanding were held by 10 Trust unitholders of record.
Distributions
Each quarter, the Trustee determines the amount of funds available for distribution to the Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the net profits interest and other sources (such as interest earned on any amounts reserved by the Trustee) that quarter, less the Trust’s expenses for that quarter. Available funds are reduced by any cash that the Trustee decides to hold as a reserve against future expenses. Quarterly cash distributions during the term of the Trust are made by the Trustee on or before the 25 th day of the month following the end of each quarter to the Trust unitholders of record on the 15 th day of the month following the end of each quarter (or the next succeeding business day).
Recent Sales of Unregistered Securities
There were no equity securities sold by the Trust during the year ended December 31, 2025 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Purchases of Equity Securities
There were no purchases of Trust Units by the Trust or any affiliated purchaser during the fourth quarter of the year ended December 31, 2025.
Item 6.
[Reserved]
Item 7.
Trustee’s Discussion and Analysis of Financial Condition and Results of Operations.
The following review of the Trust’s financial condition and results of operations should be read in conjunction with the financial statements and notes thereto. The Trust’s purpose is, in general, to hold the net profits interest, to distribute to the Trust unitholders cash that the Trust receives in respect of the net profits interest, and to perform certain administrative functions in respect of the net profits interest and the Trust Units. The Trust derives substantially all of its income and cash flows from the net profits interest.
Critical Accounting Policies and Estimates
The Trust uses the modified cash basis of accounting to report receipts by the Trust of the net profits interest and payments of expenses incurred. The net profits interest represents the right to receive revenues (oil, gas and natural liquid gas sales) less direct operating expenses (lease operating, maintenance and overhead expenses and production and property taxes) and an adjustment for lease equipment cost and lease development expenses (which are capitalized in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)) of the underlying properties times 80%. Cash distributions of the Trust will be made based on the amount of cash received by the Trust pursuant to terms of the Conveyance.
The financial statements of the Trust, as prepared on a modified cash basis, reflect the Trust’s assets, Trust corpus, earnings and distributions as follows:
(a)
Income from the net profits interest is recorded when distributions are received by the Trust;
(b)
Distributions to Trust unitholders are recorded when paid by the Trust;
(c)
Trust general and administrative expenses (which include the Trustee’s fees as well as accounting, engineering, legal and other professional fees) are recorded when paid;
46
TABLE OF CONTENTS
(d)
Cash reserves for Trust expenses may be established by the Trustee for certain expenditures that would not be recorded as contingent liabilities under U.S. GAAP;
(e)
Amortization of the investment in net profits interest, calculated using the units-of-production method based upon total estimated proved reserves, is charged directly to Trust corpus and does not affect distributable income; and
(f)
The Trust evaluates its investment in the net profits interest periodically to determine whether its aggregate value has been impaired below its total capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net profits interest if and when total capitalized costs, less accumulated amortization, exceed undiscounted future net cash flows attributable to the Trust’s interests in the proved oil and gas reserves of the underlying properties.
While these statements differ from financial statements prepared in accordance with U.S. GAAP, the modified cash basis of reporting revenues and distributions is considered most meaningful because quarterly distributions to the Trust unitholders are based on net cash receipts received from MV Partners. This comprehensive basis of accounting other than U.S. GAAP corresponds to the accounting permitted for royalty Trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
Termination of the Trust
As of December 31, 2025, cumulatively, since inception, the Trust has received payment for 80% of the net proceeds attributable to MV Partners’ interest from the sale of 14.7 MMBoe of production from the underlying properties (which amount is the equivalent of 11.8 MMBoe with respect to the Trust’s net profits interest). Consequently, pursuant to the terms of the Conveyance, the net profits interest will terminate on June 30, 2026 (the “Termination Date”), because the minimum amount of production (14.4 MMBoe) applicable to the net profits interest has been produced and sold (which amount is the equivalent of 11.5 MMBoe with respect to the Trust’s net profits interest). The Trustee will make a final quarterly cash distribution, if any, on or about July 24, 2026 to the Trust unitholders of record on the 15th day following June 30, 2026, and the Trust Units are expected to be cancelled shortly thereafter. The Trust will not be entitled to any net proceeds that MV Partners receives after the Termination Date from the sale of production from the underlying properties. The Trust will dissolve and commence winding up its business and affairs after the Termination Date, and once the Trust winds up and terminates, it will pay no further distributions.
Comparison of Results of the Trust for the Years Ended December 31, 2025 and 2024
The following represents a discussion of the Comparison of Results of the Trust for the Years Ended December 31, 2025 and 2024. Refer to “Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025, for a discussion of the Comparison of Results of the Trust for the Years Ended December 31, 2024 and 2023.
Income for the Trust from the net profits interest was $11.3 million for the year ended December 31, 2025 compared to $18.6 million for the year ended December 31, 2024. The Trustee withheld $0.9 million and $0.9 million for future Trust expenses for the years ended December 31, 2025 and 2024, respectively. General and administrative expense for the Trust was $1.0 million for 2025 and $0.9 million for 2024. These factors resulted in distributable income of $10.4 million, or $0.905 per Trust Unit, in 2025 compared to $17.7 million, or $1.535 per Trust Unit, in 2024.
The revenues from oil production are typically received by MV Partners one month after production; thus, the cash received by the Trust during the year ended December 31, 2025 substantially represented the production by MV Partners from September 2024 through August 2025, and the cash received by the Trust during the year ended December 31, 2024 substantially represented the production by MV Partners from September 2023 through August 2024. MV Partners computes net proceeds quarterly on a calendar basis and distributes to the Trust 80% of the aggregate of such net proceeds attributable to a computation period on or before the 25th day of the month following the computation period. As a result, for the year ended December 31, 2025, the Trust’s net profits interest represented the cash proceeds received by the Trust,
47
TABLE OF CONTENTS
which was based upon the cash receipts for the oil and gas production collected by MV Partners from October 1, 2024 through September 30, 2025. For the year ended December 31, 2024, the Trust’s net profits interest represented the cash proceeds received by the Trust, which was based upon the cash receipts for the oil and gas production collected by MV Partners from October 1, 2023 through September 30, 2024.
Excess of revenues over direct operating expenses and lease equipment and development costs from the underlying properties was $14.1 million for the period from October 1, 2024 through September 30, 2025. The Trust’s net profits interest (80%) of this total was $11.3 million for the year ended December 31, 2025. During the year ended December 31, 2025, MV Partners did not withhold or release any dollar amounts due to the Trust from previously established cash reserves for future capital expenditures, which resulted in total cash proceeds received by the Trust of $11.3 million for the year ended December 31, 2025.
Excess of revenues over direct operating expenses and lease equipment and development costs from the underlying properties was $23.2 million for the period from October 1, 2023 through September 30, 2024. The Trust’s net profits interest (80%) of this total was $18.6 million for the year ended December 31, 2024. During the year ended December 31, 2024, MV Partners did not withhold or release any dollar amounts due to the Trust from previously established cash reserves for future capital expenditures, which resulted in total cash proceeds received by the Trust of $18.6 million for the year ended December 31, 2024.
The average price received for crude oil sold during 2025 was $64.20 per Bbl, while the average price received for crude oil sold during 2024 was $75.52 per Bbl. The average price received for natural gas sold during 2025 was $2.48 per Mcf, while the average price received for natural gas sold during 2024 was $2.19 per Mcf. The average prices for 2025 related to production by MV Partners from September 2024 through August 2025, and the average prices for 2024 related to production by MV Partners from September 2023 through August 2024.
The overall production volumes sold and delivered to purchasers attributable to the 80% net profits interest that was for the oil and gas production sold and delivered during the period from October 1, 2024 to September 30, 2025 were 454,553 Bbls of oil, 18,882 Mcf of natural gas and 9 Bbls of natural gas liquids, for a total of 457,705 Boe. The overall production volumes sold and delivered to purchasers attributable to the 80% net profits interest that was for the oil and gas production sold and delivered during the period from October 1, 2023 to September 30, 2024 were 477,311 Bbls of oil, 22,203 Mcf of natural gas and 11 Bbls of natural gas liquids, for a total of 481,018 Boe.
As noted above, the amounts reflected in the accompanying financial statements for the Trust’s year ended December 31, 2025 reflect cash received by the Trust during the year. Such cash is primarily derived from production by MV Partners from September 2024 through August 2025. The amounts reflected in the accompanying financial statements for the Trust’s year ended December 31, 2024 reflect cash received by the Trust during the year. Such cash is primarily derived from production by MV Partners from September 2023 through August 2024.
Liquidity and Capital Resources
Other than Trust administrative expenses, including any reserves established by the Trustee for future liabilities, the Trust’s only use of cash is for distributions to Trust unitholders. Administrative expenses include payments to the Trustee as well as an annual administrative fee to MV Partners pursuant to an administrative services agreement. Each quarter, the Trustee determines the amount of funds available for distribution. Available funds are the excess cash, if any, received by the Trust from the net profits interest and payments from other sources (such as interest earned on any amounts reserved by the Trustee) in that quarter, over the Trust’s expenses paid for that quarter. Available funds are reduced by any cash the Trustee decides to hold as a reserve against future expenses.
The Trustee may cause the Trust to borrow funds required to pay expenses if the Trustee determines that the cash on hand and the cash to be received are insufficient to cover the Trust’s expenses. If the Trust borrows funds, the Trust unitholders will not receive distributions until the borrowed funds are repaid. During the years ended December 31, 2025 and 2024 there were no such borrowings. MV Partners has provided a letter of credit in the amount of $1.8 million to the Trustee to protect the Trust against the risk that it does not have sufficient cash to pay future expenses.
48
TABLE OF CONTENTS
From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter and built a $1.265 million cash reserve for the payment of future known, anticipated or contingent expenses or liabilities. This amount is in addition to the $1.8 million letter of credit described above. The Trustee may increase or decrease the targeted amount at any time and may increase or decrease the rate at which it withholds funds to build the cash reserve at any time, without advance notice to the Trust unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest earned on the funds. As of December 31, 2025, $1,168,106 was held by the Trustee.
Income to the Trust from the net profits interest is based on the calculation and definitions of “gross proceeds” and “net proceeds” contained in the Conveyance.
As further discussed below, MV Partners’ development and workover program will require MV Partners to make future capital expenditures in connection with the development, exploration and production of oil and gas. Substantially all of the underlying properties are located in mature fields and MV Partners does not expect future costs for the underlying properties to change significantly as compared to recent historical costs other than increases due to increases in the general cost of oilfield services.
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.
Planned Development and Workover Program
Since acquiring the underlying properties in 1998 and 1999, MV Partners has implemented a development program on the underlying properties to develop further proved undeveloped reserves and to help offset the natural decline in production. These activities included recompletion of certain existing wells into new producing horizons, workovers of existing wells, and the drilling of infill development wells.
The development program that MV Partners currently intends to implement over the three years ending December 31, 2028 with respect to the underlying properties categorized as proved undeveloped reserves consists of recompletion and workover projects, and polymer workovers. The development program that MV Partners currently intends to implement over the next three years with respect to the underlying properties categorized as proved developed non-producing reserves consists of well-reactivation projects, injection well-workover projects, recompletion projects, and well-workover projects.
MV Partners expects total capital expenditures for the underlying properties during the three years ending December 31, 2028 will be approximately $0.4 million for recompletion and workovers of existing wells. MV Partners expects that these capital projects will add production that will partially offset the natural decline in production otherwise expected to occur with respect to the underlying properties. The Trust is not directly obligated to pay any portion of any capital expenditures made with respect to the underlying properties; however, capital expenditures made by MV Partners with respect to the underlying properties will be deducted from the gross proceeds in calculating the net proceeds from which cash will be paid to the Trust. As a result, the Trust will indirectly bear an 80% (subject to certain limitations during the final three years of the Trust, as described above under “Item 1. Business — Computation of Net Proceeds — Net Profits Interest”) share of any capital expenditures made with respect to the underlying properties.
Accordingly, higher or lower capital expenditures will, in general, directly decrease or increase, respectively, the cash received by the Trust in respect of its net profits interest, which will have a corresponding effect on cash available for distribution to Trust unitholders. As the cash received by the Trust in respect of the net profits interest will be reduced by the Trust’s pro rata share of these capital expenditures, MV Partners expects that it will incur capital expenditures with respect to the underlying properties throughout the term of the Trust on a basis that balances the impact of the capital expenditures on current cash distributions to the Trust unitholders with the longer term benefits of increased oil and natural gas production expected to result from the capital expenditures. In addition, MV Partners may establish a capital reserve of up to $1.0 million in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure timing.
49
TABLE OF CONTENTS
MV Partners, as the operator of the underlying properties, is entitled to make all determinations related to capital expenditures with respect to the underlying properties, and there are no limitations on the amount of capital expenditures that MV Partners may incur with respect to the underlying properties, except as described above under “Item 1. Business — Computation of Net Proceeds — Net Profits Interest.” As the Trust unitholders would not be expected to fully realize the benefits of capital expenditures made with respect to the underlying properties toward the end of the term of the Trust, during each twelve-month period beginning on June 30, 2023, capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest will be limited to the average annual capital expenditures during the preceding three years, as adjusted for inflation. The Average Annual Capital Expenditure Amount for the twelve-month period ending June 30, 2026 is $2,336,476. See “Item 1. Business — Computation of Net Proceeds — Net Profits Interest.”
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
The Trust is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.
50
TABLE OF CONTENTS
Item 8.
Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders of MV Oil Trust
and The Bank of New York Mellon Trust Company, N.A., as Trustee
Opinion on the financial statements
We have audited the accompanying statements of assets and trust corpus of MV Oil Trust (the “Trust”) as of December 31, 2025 and 2024, the related statements of distributable income and changes in trust corpus for each of the three years in the period 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 financial position of the Trust as of December 31, 2025 and 2024, and the distributable income and changes in trust corpus for each of the three years in the period ended December 31, 2025, in conformity with the modified cash basis of accounting described in Note B to the financial statements.
Basis of accounting
As described in Note B 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 audits. 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 audits 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 audits 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 audits 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 audits 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 audits provide 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 Trustee 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 2006.
Oklahoma City, Oklahoma
March 24, 2026
51
TABLE OF CONTENTS
MV OIL TRUST
STATEMENTS OF ASSETS AND TRUST CORPUS
December 31,
2024
2025
ASSETS
Cash and cash equivalents
$
1,281,396
$
1,168,106
Investment in net profits interest
50,383,675
50,383,675
Accumulated amortization
(47,799,222 )
(49,290,940 )
Total assets
$
3,865,849
$
2,260,841
TRUST CORPUS
Trust corpus, 11,500,000 Trust Units issued and outstanding at December 31, 2024 and 2025
$
3,865,849
$
2,260,841
STATEMENTS OF DISTRIBUTABLE INCOME
Year ended December 31,
2023
2024
2025
Income from net profits interest
$
18,068,559
$
18,575,409
$
11,306,573
Cash on hand used (withheld) for Trust expenses
(227,718 )
(17,464 )
113,290
General and administrative expense (1)
(1,050,841 )
(905,445 )
(1,012,363 )
Distributable income
$
16,790,000
$
17,652,500
$
10,407,500
Distributions per Trust Unit (11,500,000 Trust Units issued and outstanding for 2023, 2024 and 2025)
$
1.460
$
1.535
$
0.905
(1)
Includes $116,874, $121,549 and $126,411 paid to MV Partners, LLC and $150,000, $150,000, and $150,000 paid to The Bank of New York Mellon Trust Company, N.A. for the years ended December 31, 2023, 2024 and 2025, respectively.
STATEMENTS OF CHANGES IN TRUST CORPUS
Year ended December 31,
2023
2024
2025
Trust corpus, beginning of year
$
6,883,554
$
5,456,085
$
3,865,849
Income from net profits interest
18,068,559
18,575,409
11,306,573
Cash distributions
(16,790,000 )
(17,652,500 )
(10,407,500 )
Trust expenses
(1,050,841 )
(905,445 )
(1,012,363 )
Amortization of net profits interest
(1,655,187 )
(1,607,700 )
(1,491,718 )
Trust corpus, end of year
$
5,456,085
$
3,865,849
$
2,260,841
52
TABLE OF CONTENTS
MV OIL TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE A — ORGANIZATION OF THE TRUST
MV Oil Trust (the “Trust”) is a statutory trust formed on August 3, 2006, under the Delaware Statutory Trust Act pursuant to a Trust Agreement (as amended and restated, the “Trust Agreement”) among MV Partners, LLC (“MV Partners”), as trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”).
The Trust was created to acquire and hold a term net profits interest for the benefit of the Trust unitholders pursuant to the Conveyance of Net Profits Interest dated as of January 24, 2007 from MV Partners to the Trust (the “Conveyance”). The term net profits interest is an interest in underlying properties consisting of MV Partners’ net interests in all of its oil and natural gas properties located in the Mid-Continent region in the states of Kansas and Colorado (the “underlying properties”). These oil and gas properties include approximately 830 producing oil and gas wells.
The net profits interest is passive in nature, and the Trustee has no management control over and no responsibility relating to the operation of the underlying properties. The net profits interest entitles the Trust to receive 80% of the net proceeds attributable to MV Partners’ interest from the sale of production from the underlying properties during the term of the Trust. As of December 31, 2025, cumulatively, since inception, the Trust has received payment for 80% of the net proceeds attributable to MV Partners’ interest from the sale of 15.3 MMBoe of production from the underlying properties (which amount is the equivalent of 12.2 MMBoe with respect to the Trust’s net profits interest). Consequently, pursuant to the terms of the Conveyance, the net profits interest will terminate on June 30, 2026 (the “Termination Date”) because the minimum amount of production (14.4 MMBoe) applicable to the net profits interest has been produced and sold (which amount is the equivalent of 11.5 MMBoe with respect to the Trust’s net profits interest). The Trustee will make a final quarterly cash distribution, if any, on or about July 24, 2026 to the Trust unitholders of record on the 15th day following June 30, 2026, and the Trust Units are expected to be cancelled shortly thereafter. The Trust will not be entitled to any net proceeds that MV Partners receives after the Termination Date from the sale of production from the underlying properties. The Trust will dissolve and commence winding up its business and affairs after the Termination Date and, once the Trust winds up and terminates, it will pay no further distributions.
The Trust will dissolve prior to the Termination Date if:
(a)
the Trust sells the net profits interest;
(b)
the holders of a majority of the outstanding units of beneficial interest in the Trust (“Trust Units”) vote in favor of dissolution; or
(c)
there is a judicial dissolution of the Trust.
Upon dissolution, the Trustee would sell all of the Trust’s assets, which are limited to the net profits interest, and do not include the underlying properties, either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders. As the net profits interest will terminate on June 30, 2026, there will be no assets for the Trustee to sell following June 30, 2026.
The Trustee can authorize the Trust to borrow money to pay Trust administrative or incidental expenses that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow from the Trustee or the Delaware Trustee as a lender provided the terms of the loan are similar to the terms it would grant to a similarly situated commercial customer with whom it did not have a fiduciary relationship. The Trustee may also deposit funds awaiting distribution in an account with itself and make other short-term investments with the funds distributed to the Trust.
NOTE B — TRUST ACCOUNTING POLICIES
A summary of the significant accounting policies of the Trust follows.
53
TABLE OF CONTENTS
1.
Basis of accounting
The Trust uses the modified cash basis of accounting to report receipts by the Trust of the net profits interest and payments of expenses incurred. The net profits interest represents the right to receive revenues (oil, gas and natural gas liquid sales) less direct operating expenses (lease operating, maintenance and overhead expenses and production and property taxes) and an adjustment for lease equipment cost and lease development expenses (which are capitalized in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)) of the underlying properties times 80% (term net profits interest percentage). Actual cash receipts may vary due to timing delays of actual cash receipts from the property operators or purchasers and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the Trust will be made based on the terms of the conveyance creating the Trust’s net profits interest.
The financial statements of the Trust, as prepared on a modified cash basis, reflect the Trust’s assets, Trust corpus, and distributable income as follows:
(a)
Income from net profits interest is recorded when distributions are received by the Trust;
(b)
Distributions to Trust unitholders are recorded when paid by the Trust;
(c)
Trust general and administrative expenses (which include the Trustee’s fees as well as accounting, engineering, legal and other professional fees) are recorded when paid;
(d)
Cash reserves for Trust expenses may be established by the Trustee for certain expenditures that would not be recorded as contingent liabilities under U.S. GAAP;
(e)
Amortization of the investment in net profits interest, calculated using the units-of-production method based upon total estimated proved reserves, is charged directly to trust corpus and does not affect distributable income; and
(f)
The Trust evaluates its investment in the net profits interest periodically to determine whether its aggregate value has been impaired below its total capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net profits interest if and when total capitalized costs, less accumulated amortization, exceed undiscounted net future cash flows attributable to the Trust’s interests in the proved oil and gas reserves of the underlying properties.
While these statements differ from financial statements prepared in accordance with U.S. GAAP, the modified cash basis of reporting income and distributions is considered most meaningful because quarterly distributions to the Trust unitholders are based on net cash receipts.
This comprehensive basis of accounting other than generally accepted accounting principles corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission (the “SEC”) as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.
2.
Cash equivalents
For purposes of these statements, the Trust considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
3.
Use of estimates
The preparation of financial statements requires estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates affecting these financial statements include estimates of proved oil and gas reserves, which are used to compute the Trust’s amortization of net profits interest.
4.
Segment reporting
The Trust has one business activity as the owner of an investment in net profits interest, as reported in accompanying the Statements of Assets and Trust Corpus, and operates in a single operating and reportable
54
TABLE OF CONTENTS
segment. Operating segments are defined as components of an entity for which separate financial information is evaluated regularly by the chief operating decision maker (the “CODM”), which is the Trustee. The segment participates in activities and derives its income from net profits interest 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 to the Trust unitholders.
NOTE C — NET PROFITS INTEREST
The net profits interest was recorded at the historical cost of MV Partners on January 24, 2007, the date of conveyance, and is calculated as follows:
Oil and gas properties
$
96,210,819
Accumulated depreciation and depletion
(40,468,762 )
Hedge asset
7,237,537
Net property value to be conveyed
62,979,594
Times 80% net profits interest to Trust
$
50,383,675
NOTE D — INCOME FROM NET PROFITS INTEREST
Year ended December 31,
2023
2024
2025
Excess of revenues over direct operating expenses and lease equipment and development costs (1)
$
22,585,699
$
23,219,261
$
14,133,216
Times net profits interest over the term of the Trust
80 %
80 %
80 %
Income from net profits interest before reserve adjustments
18,068,559
18,575,409
11,306,573
MV Partners reserve for future capital expenditures (2)
—
—
—
Income from net profits interest (3)
$
18,068,559
$
18,575,409
$
11,306,573
(1)
Pursuant to the Conveyance, direct operating expenses, lease equipment and development costs are deducted when calculating the distributable income to the Trust.
(2)
Pursuant to the Conveyance, MV Partners can reserve up to $1,000,000 for future exploration, development, maintenance or operating expenditures at any time. The reserve balance was $1,000,000 at December 31, 2023, 2024 and 2025, respectively.
(3)
The income from net profits interest is based upon the cash receipts from MV Partners for the oil and gas production. The revenues from oil production are typically received one month after production; thus, the cash received by the Trust during the year ended December 31, 2023 substantially represents the production by MV Partners from September 2022 through August 2023; the cash received by the Trust during the year ended December 31, 2024 substantially represents the production by MV Partners from September 2023 through August 2024; and the cash received by the Trust during the year ended December 31, 2025 substantially represents the production by MV Partners from September 2024 through August 2025.
For the years ended December 31, 2023, 2024 and 2025, MV Purchasing, LLC (“MV Purchasing”) purchased 73%, 74% and 74%, respectively, of the production sold from the underlying properties. MV Purchasing is majority-owned by the indirect equity owners of MV Partners. Sales to MV Purchasing are under short-term arrangements, ranging from one to six months, using market sensitive pricing.
NOTE E — INCOME TAXES
Tax counsel to the Trust advised the Trust at the time of formation that, under then current tax laws, in its opinion the net profits interest should be treated as a debt instrument for federal income tax purposes, and the Trust should be required to treat a portion of each payment it receives with respect to the net profits
55
TABLE OF CONTENTS
interest as interest income in accordance with the “noncontingent bond method” under the original issue discount rules contained in the Internal Revenue Code of 1986, as amended, and the corresponding regulations. Tax counsel to the Trust also advised the Trust at the time of formation that in its opinion the Trust will be treated as a grantor trust for federal income tax purposes. On the basis of this advice, Trust unitholders will be considered to own and receive the Trust’s assets and income and will be directly taxable thereon as if no trust were in existence. No provision for federal or state income taxes has been made in the accompanying statements.
NOTE F — DISTRIBUTIONS TO UNITHOLDERS
The Trustee determines for each quarter the amount available for distribution to the Trust unitholders. This distribution is expected to be made on or before the 25th day of the month following the end of each quarter to the Trust unitholders of record on the 15th day of the month following the end of each quarter (or the next succeeding business day). Such amounts will be equal to the excess, if any, of the cash received by the Trust relating to such preceding quarter, over the expenses of the Trust for such quarter, subject to adjustments for changes made by the Trustee during such quarter in any cash reserves established for future expenses of the Trust.
From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter and built a $1.265 million cash reserve for the payment of future known, anticipated or contingent expenses or liabilities of the Trust. The Trustee may increase or decrease the targeted amount at any time and may increase or decrease the rate at which it withholds funds to build the cash reserve at any time, without advance notice to the Trust unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to Trust unitholders, together with interest earned on the funds. This cash reserve is included in cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus.
Date paid
Period covered
Distribution
per unit
Reserve
released
(established) (1)
January 25, 2023
October 1, 2022 through December 31, 2022
$
0.410
—
April 25, 2023
January 1, 2023 through March 31, 2023
$
0.345
—
July 25, 2023
April 1, 2023 through June 30, 2023
$
0.325
—
October 25, 2023
July 1, 2023 through September 30, 2023
$
0.380
—
January 25, 2024
October 1, 2023 through December 31, 2023
$
0.465
—
April 25, 2024
January 1, 2024 through March 31, 2024
$
0.330
—
July 25, 2024
April 1, 2024 through June 30, 2024
$
0.410
—
October 25, 2024
July 1, 2024 through September 30, 2024
$
0.330
—
January 25, 2025
October 1, 2024 through December 31, 2024
$
0.240
—
April 25, 2025
January 1, 2025 through March 31, 2025
$
0.275
—
July 25, 2025
April 1, 2025 through June 30, 2025
$
0.185
—
October 25, 2025
July 1, 2025 through September 30, 2025
$
0.205
—
(1)
Pursuant to the Conveyance, MV Partners can reserve up to $1,000,000 for future exploration, development, maintenance or operating expenditures at any time.
NOTE G — RELATED PARTY TRANSACTIONS
The Trust has entered into an administrative services agreement with MV Partners that obligates the Trust, throughout the term of the Trust, to pay to MV Partners each quarter an administrative services fee for accounting, bookkeeping and informational services performed by MV Partners on behalf of the Trust relating to the net profits interest. The annual fee, which increases by 4% each year, was a total of $116,874,
56
TABLE OF CONTENTS
$121,549 and $126,411 for 2023, 2024 and 2025, respectively. The administrative services agreement will terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement of the Trustee and MV Partners.
The Trust has entered into a Trust Agreement with the Trustee that obligates the Trust, throughout the term of the Trust, to pay to the Trustee a quarterly fee. The annual fee was a total of $150,000 for each of 2023, 2024 and 2025. In addition, the Trustee paid an annual fee to the Delaware trustee of $2,760 in each of 2023, 2024 and 2025. The Trust Agreement will terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement of a majority of the Trust unitholders.
NOTE H — ADVANCE FOR TRUST EXPENSES
Under the terms of the Trust Agreement, the Trustee is allowed to borrow money to pay Trust expenses. During 2023, 2024 and 2025, the Trust did not borrow any money, and there were no prior borrowings that had not been repaid. Since the Trust uses the modified cash basis of accounting, a liability has not been recorded for any advances from MV Partners. The net advance is shown as an addition to Trust Corpus when the borrowing is made and is shown as a reduction to Trust Corpus when it is repaid.
MV Partners provided a letter of credit in the amount of $1.8 million to the Trustee to protect the Trust against the risk that it does not have sufficient cash to pay future expenses.
From the first quarter of 2022 to the second quarter of 2023, the Trustee withheld a portion of the proceeds otherwise available for distribution each quarter and built a $1.265 million cash reserve for the payment of future known, anticipated or contingent expenses or liabilities. This amount is in addition to the $1.8 million letter of credit described above. The Trustee may increase or decrease the targeted amount at any time and may increase or decrease the rate at which it withholds funds to build the cash reserve at any time, without advance notice to the Trust unitholders. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest earned on the funds. This cash reserve is included in cash and cash equivalents on the accompanying Statements of Assets and Trust Corpus.
NOTE I — OTHER EVENTS
Subsequent event
The first quarterly distribution for 2026 was $1,610,000, or $0.140 per Trust Unit, and was made on January 23, 2026 to Trust unitholders owning Trust Units as of January 16, 2026. Such distribution included the net proceeds of production collected by MV Partners from October 1, 2025 through December 31, 2025.
NOTE J — DISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED)
The Trust is required to disclose proved reserves in accordance with the SEC’s reporting rules, which require that the average, first-day-of-the-month price during the 12-month period before the end of the year be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The rules also allow for the use of reliable technology to estimate proved oil and gas reserves if those technologies have been demonstrated to result in reliable conclusions about reserve volumes. The unaudited supplemental information on oil and gas exploration and production activities for 2023, 2024 and 2025 has been presented in accordance with these rules.
Estimates of the proved oil and gas reserves attributable to the Trust as of December 31, 2023, 2024 and 2025 are based on reports of Cawley, Gillespie & Associates, Inc., independent petroleum and geological engineers, and the contract property management engineering staff of the managers of MV Partners who operate the underlying properties, in accordance with the SEC’s rules and definitions. Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” and “proved
57
TABLE OF CONTENTS
undeveloped” crude oil, natural gas, and natural gas liquids reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time.
The reserve data below represent estimates only and should not be construed as being exact. Moreover, the discounted values should not be construed as representative of the current market value of the net profits interest. A market value determination would include many additional factors, including: (i) anticipated future oil and gas prices; (ii) the effect of federal income taxes, if any, on the Trust; (iii) an allowance for return on investment; (iv) the effect of governmental legislation; (v) the value of additional potential reserves, not considered proved at present, which may be recovered as a result of further exploration and development activities; and (vi) other business risks.
The following tables set forth (i) the estimated net quantities of proved, proved developed and proved undeveloped oil, natural gas and natural gas liquids reserves attributable to the Trust, and (ii) the standardized measure of the discounted future net profits interest income attributable to the Trust and the nature of changes in such standardized measure between years. These tables are prepared on the accrual basis, which is the basis on which MV Partners maintains its production records and is different from the basis on which the Trust is reporting.
58
TABLE OF CONTENTS
ESTIMATED QUANTITIES OF OIL AND GAS RESERVES
Oil (Bbls)
Gas (Mcf)
NGL (Bbls)
Total (Boe)
Proved reserves
Balance at December 31, 2022
1,549,330
72,941
260
1,561,656
Revisions of previous estimates
18,556
(13,839 )
(49 )
16,218
Production
(484,433 )
(23,929 )
(34 )
(488,444 )
Balance at December 31, 2023
1,083,453
35,173
177
1,089,430
Revisions of previous estimates
3,318
(7,531 )
(65 )
2,021
Production
(469,091 )
(21,892 )
(11 )
(472,747 )
Balance at December 31, 2024
617,680
5,750
101
618,704
Revisions of previous estimates
45,867
17,769
(50 )
48,796
Production
(453,803 )
(18,498 )
(19 )
(456,898 )
Balance at December 31, 2025
209,744
5,021
32
210,602
Proved developed reserves
December 31, 2022
1,492,741
72,941
260
1,505,067
December 31, 2023
1,069,533
35,173
177
1,075,510
December 31, 2024
616,621
5,750
101
617,645
December 31, 2025
209,744
5,021
32
210,602
Proved undeveloped reserves
December 31, 2022
56,589
—
—
56,589
Proved undeveloped reserves converted to proved developed reserves by drilling
(17,513 )
—
—
(17,513 )
Additional proved undeveloped reserves added during 2023
—
—
—
—
Proved undeveloped reserves removed from drilling
plan
(21,859 )
—
—
(21,859 )
Revisions of previous estimates
(3,297 )
—
—
(3,297 )
December 31, 2023
13,920
—
—
13,920
Proved undeveloped reserves converted to proved developed reserves by drilling
(3,200 )
—
—
(3,200 )
Additional proved undeveloped reserves added during 2024
—
—
—
—
Proved undeveloped reserves removed from drilling
plan
—
—
—
—
Revisions of previous estimates
(9,661 )
—
—
(9,661 )
December 31, 2024
1059
—
—
1059
Proved undeveloped reserves converted to proved developed reserves by drilling
—
—
—
—
Additional proved undeveloped reserves added during 2025
—
—
—
—
Proved undeveloped reserves removed from drilling
plan
—
—
—
—
Revisions of previous estimates
(1,059 )
—
—
(1,059 )
December 31, 2025
—
—
—
—
59
TABLE OF CONTENTS
The Trust recognized net reductions to reserves for its share of MV Partners’ total during 2023 associated with the production of properties of 488,444 Boe. The Trust recognized net decreases to reserves of 21,859 Boe as a result of changes in the development plan. Additional increases to reserves of 38,078 Boe were a result of positive revisions due to the effectiveness of workovers and development during 2023.
The Trust recognized net reductions to reserves for its share of MV Partners’ total during 2024 associated with the production of properties of 472,747 Boe. The Trust recognized net decreases to reserves of 9,661 Boe as a result of changes in the development plan. Additional increases to reserves of 11,681 Boe were a result of positive revisions due to the effectiveness of workovers and development during 2024.
The Trust recognized net reductions to reserves for its share of MV Partners’ total during 2025 associated with the production of properties of 456,898 Boe. The Trust recognized net decreases to reserves of 1,059 Boe as a result of changes in the development plan. Additional increases to reserves of 49,855 Boe were a result of positive revisions due to the effectiveness of workovers and development during 2025.
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
FROM PROVED OIL AND GAS RESERVES
Estimates of future net cash flows from proved reserves of crude oil, natural gas, and natural gas liquids are computed using the average, first-day-of-the-month price during the 12-month period for 2023, 2024 and 2025.
2023
2024
2025
Future cash inflows
$
79,962,266
$
43,857,466
$
12,776,463
Future costs
Production
(39,562,496 )
(23,354,998 )
(7,691,754 )
Development
(472,000 )
(296,000 )
—
Future net cash flows
39,927,770
20,206,468
5,084,709
Less 10% discount factor
(4,176,829 )
(1,317,065 )
(116,725 )
Standardized measure of discounted future net cash flows
$
35,750,941
$
18,889,403
$
4,967,984
CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS FROM PROVED OIL AND GAS RESERVES
2023
2024
2025
Standardized measure at beginning of year
$
69,211,827
$
35,750,941
$
18,889,403
Net proceeds to the Trust
(18,068,560 )
(18,575,409 )
(11,306,573 )
Net changes in price and production costs
(21,474,622 )
(4,255,388 )
(4,861,894 )
Changes in estimated future development costs
334,663
98,702
—
Development costs incurred during the year
188,000
72,000
—
Revisions of quantity estimates
723,212
387,062
1,051,971
Accretion of discount
6,921,183
3,575,094
1,171,513
Changes in production rates, timing and other (1)
(2,084,762 )
1,836,401
23,564
Standardized measure at end of year
$
35,750,941
$
18,889,403
$
4,967,984
(1)
The Trust’s changes in standardized measure of discounted future net cash flows attributable to production rates, timing and other primarily represents changes in the Trust’s estimates of when proved reserve quantities will be realized. During the years ended December 31, 2023, 2024 and 2025, the operator changed its development drilling capital plans, which had the effect of altering the estimated timing of development and then the ultimate realization of undeveloped proved reserves.
60
TABLE OF CONTENTS
The average, first-day-of-the-month price during the 12-month period for 2023, 2024 and 2025 used in determining future net revenues related to the standardized measure calculation are as follows:
2023
2024
2025
Oil (per Bbl)
$
73.72
$
70.98
$
60.84
Gas (per Mcf)
$
2.41
$
1.99
$
2.95
NGL (per Bbl)
$
31.29
$
30.19
$
26.14
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
Evaluation of disclosure controls and procedures. The Trustee maintains disclosure controls and procedures designed to ensure that information to be disclosed by the Trust 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 rules and regulations promulgated by the SEC. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Trust is accumulated and communicated by MV Partners to The Bank of New York Mellon Trust Company, N.A., as trustee of the Trust, and its employees who participate in the preparation of the Trust’s periodic reports as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, the Trustee carried out an evaluation of the Trust’s disclosure controls and procedures. Elaina Rodgers, as Trust Officer of the Trustee, has concluded that the disclosure controls and procedures of the Trust are effective.
Due to the contractual arrangements of (i) the Trust Agreement and (ii) the Conveyance, the Trustee relies on (A) information provided by MV Partners, including historical operating data, plans for future operating and capital expenditures, reserve information and information relating to projected production, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers. See “Item 1A. Risk Factors — The Trust and the public Trust unitholders have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public Trust unitholders have no ability to influence the operation of the underlying properties” in this Form 10-K, and “Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of certain risks relating to these arrangements and reliance on information when reported by MV Partners to the Trustee and recorded in the Trust’s results of operations.
Changes in Internal Control Over Financial Reporting. During the fourth quarter ended December 31, 2025, there has been no change in the Trustee’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Trustee’s internal control over financial reporting. The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal control over financial reporting of MV Partners.
Trustee’s Report on Internal Control Over Financial Reporting. The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), by the Trust. The Trust’s internal control over financial reporting is a process designed under the supervision of the Trustee to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Trust’s financial statements for external purposes in accordance with the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts, which is a comprehensive basis of accounting other than generally accepted accounting principles.
As of December 31, 2025, the Trustee assessed the effectiveness of the Trust’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, the Trustee determined that the Trust maintained effective internal control over financial reporting as of December 31, 2025, based on those criteria.
61
TABLE OF CONTENTS
Item 9B.
Other Information.
Rule 10b5-1 Trading Plans. During the three months ended December 31, 2025, no officer or employee of the Trustee who performs policy-making functions for the Trust adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K, with respect to the Trust Units.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
62
TABLE OF CONTENTS
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
The Trust has no directors or executive officers. The Trustee is a corporate trustee that may be removed by the affirmative vote of the holders of not less than a majority of the outstanding Trust Units at a meeting at which a quorum is present.
Audit Committee and Nominating Committee
Because the Trust does not have a board of directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.
Code of Ethics
The Trust does not have a principal executive officer, principal financial officer, principal accounting officer or controller and, therefore, has not adopted a code of ethics applicable to such persons. However, employees of the Trustee must comply with the code of ethics of The Bank of New York Mellon Trust Company, N.A.
Insider Trading Policy
Because the Trust has no directors, officers or employees, and because the Trustee does not have the authority under the terms of the Trust Agreement to engage in transactions in the Trust Units on behalf of the Trust, the Trust has not adopted an insider trading policy applicable to such persons or to the Trust itself. It is the policy of the Trustee that any transaction in Trust Units by any officer or employee of the Trustee who performs policy-making functions for the Trust must comply with the insider trading policies of The Bank of New York Mellon Corporation, the parent corporation of The Bank of New York Mellon Trust Company, N.A.
Item 11.
Executive Compensation.
During the years ended December 31, 2025, 2024 and 2023, the Trustee received compensation from the Trust in the amount of $150,000 each year. The Trust does not have any executive officers. Because the Trust does not have a board of directors, it does not have a compensation committee.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters.
(a) Securities Authorized for Issuance Under Equity Compensation Plans.
The Trust does not have any employees and, therefore, does not maintain any equity compensation plans.
(b) Security Ownership of Certain Beneficial Owners.
The following table sets forth certain information regarding the beneficial ownership of the Trust Units as of March 24, 2026 by each person who, to the Trust’s knowledge, beneficially owns more than 5% of the outstanding Trust Units.
Beneficial Owner
Trust Units
Beneficially
Owned
Percent of
Class (1)
MV Energy, LLC (2)
2,875,000
25.0 %
VAP-I, LLC (2)
1,437,500
12.5 %
Robert J. Raymond (3)
1,016,114
8.8 %
(1)
Based on 11,500,000 Trust Units outstanding as of March 24, 2026.
63
TABLE OF CONTENTS
(2)
The address of each of MV Energy and VAP-I is 1700 Waterfront, Building 500, Wichita, Kansas 67206. MV Energy is the managing member of VAP-I. As a result, MV Energy has sole voting and investment power with respect to the Trust Units held by VAP-I. Each of MV Energy and VAP-I is the record owner of 1,437,500 Trust Units. The information is based on Form 4 filings with the SEC on January 31, 2007.
(3)
The information is based on a Schedule 13G dated February 8, 2019 filed jointly by Robert J. Raymond (“Raymond”), RR Advisors, LLC (“Advisors”), RCH Black Fund GP, L.P. (“RCH GP”), and RCH Black Fund, L.P. (“RCH LP” and, together with Raymond, Advisors and RCH GP, the “Reporting Persons”). The principal business address of the Reporting Persons is 3953 Maple Avenue, Suite 180, Dallas, Texas 75219. According to the filing, Raymond has sole voting power and dispositive power with respect to 25,096 Trust Units; Raymond and Advisors each has shared voting and dispositive power with respect to 991,018 Trust Units; and RCH GP and RCH LP each has shared voting and dispositive power with respect to 958,555 Trust Units. According to the filing, each Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any Trust Units other than the Trust Units owned of record by such Reporting Person.
(c) Security Ownership of Management.
Not applicable.
(d) Changes in Control.
The registrant knows of no arrangement, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change of control of the registrant.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Under the terms of the Conveyance governing the net profits interest, MV Partners is obligated to make certain payments to the Trust on a quarterly basis. Please see “Item 1. Business — Computation of Net Proceeds” for more information about these agreements.
Administrative Services Agreement
The Trust has entered into an administrative services agreement with MV Partners that obligates the Trust, throughout the term of the Trust, to pay to MV Partners each quarter an administrative services fee for accounting, bookkeeping and informational services performed by MV Partners on behalf of the Trust relating to the net profits interest. The annual fee, which increases by 4% each year, was a total of $126,411 for 2025. The administrative services agreement will terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement of the Trustee and MV Partners.
Registration Rights
The Trust entered into a registration rights agreement with MV Partners in connection with MV Partners’ conveyance to the Trust of the net profits interest. In the registration rights agreement, the Trust agreed, for the benefit of MV Partners and any transferee of its Trust Units (each, a “holder”), to register the Trust Units it holds. Specifically, the Trust agreed:
•
subject to certain restrictions, to use its reasonable best efforts to file a registration statement, including, if so requested, a shelf registration statement, with the SEC as promptly as practicable following receipt of a notice requesting the filing of a registration statement from holders representing a majority of the then outstanding registrable Trust Units;
•
to use its reasonable best efforts to cause the registration statement or shelf registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; and
•
to continuously maintain the effectiveness of the registration statement under the Securities Act for 90 days (or for three years if a shelf registration statement is requested) after the effectiveness thereof
64
TABLE OF CONTENTS
or until the Trust Units covered by the registration statement have been sold pursuant to such registration statement or until all registrable Trust Units:
•
have been sold pursuant to Rule 144 under the Securities Act if the transferee thereof does not receive “restricted securities;”
•
have been sold in a private transaction in which the transferor’s rights under the registration rights agreement are not assigned to the transferee of the Trust Units; or
•
become eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act).
The holders will have the right to require the Trust to file up to three registration statements and will have piggyback registration rights in certain circumstances.
In connection with the preparation and filing of any registration statement, MV Partners will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses of the Trust, which will be borne by the Trustee, and any underwriting discounts and commissions, which will be borne by the seller of the Trust Units.
Director Independence
The Trust does not have a board of directors.
Item 14.
Principal Accountant Fees and Services.
The following table presents fees for professional audit services rendered by Grant Thornton LLP for the audit of the Trust’s financial statements for 2024 and 2025 and fees billed for other services rendered by Grant Thornton LLP.
2024
2025
Audit fees
$
264,833
$
275,526
Audit-related fees
—
—
Tax fees
—
—
All other fees
—
—
Total fees
$
264,833
$
275,526
The Trust has no audit committee, and as a result, has no audit committee pre-approval policies and procedures with respect to fees paid to Grant Thornton LLP. Any pre-approval or approval of any services performed by the principal auditor or any other professional service firms and related fees are granted by the Trustee.
65
TABLE OF CONTENTS
PART IV
Item 15.
Exhibit and Financial Statement Schedules
(a)(1) Financial Statements
The following financial statements are set forth under Part II, Item 8 of this Form 10-K on the pages indicated:
Page in this
Form 10-K
Report of Independent Registered Public Accounting Firm
(PCAOB ID Number 248)
51
Statements of Assets and Trust Corpus
52
Statements of Distributable Income
52
Statements of Changes in Trust Corpus
52
Notes to Financial Statements
53
(a)(2) Schedules
Financial statement schedules have been omitted because they are not required, not applicable or the information required has been included elsewhere herein.
(a)(3) Exhibits
The exhibits below are filed or furnished herewith or incorporated herein by reference.
Exhibit
Number
Description
3.1
—
Certificate of Trust of MV Oil Trust. (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed on August 14, 2006 (Registration No. 333-136609))
3.2
—
Amended and Restated Trust Agreement, dated as of January 24, 2007, among MV Partners, LLC, The Bank of New York Trust Company, N.A. and Wilmington Trust Company. (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))
4.1
—
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated herein by reference to Exhibit 4.1 to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 1-33219))
10.1
—
Conveyance of Net Profits Interest, dated as of January 24, 2007, from MV Partners, LLC to The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))
10.2
—
Administrative Services Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))
10.3
—
Registration Rights Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to Exhibit 4.1 to the Trust’s Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))
31.1*
—
Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
—
Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
66
TABLE OF CONTENTS
Exhibit
Number
Description
97.1
—
MV Oil Trust Clawback Policy. (Incorporated herein by reference to Exhibit 97.1 to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 1-33219))
99.1*
—
Report of Cawley, Gillespie & Associates, Inc., Petroleum Consultants
*
Filed or furnished herewith.
Item 16.
Form 10-K Summary
None.
67
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MV OIL TRUST
By:
T he B ank of N ew Y ork M ellon T rust C ompany , N.A., as T rustee
By:
/s/ E laina C. R odgers
Elaina C. Rodgers
Vice President
March 24, 2026
The Registrant, MV Oil Trust, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available, and none have been provided. In signing the report above, the Trustee does not imply that it has performed any such function or that such function exists pursuant to the terms of the Trust Agreement under which it serves.
68
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.