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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 126 added, 125 removed, 69 unchanged (78% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

As of the end of the

period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trusts disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934, as amended.

Based on such evaluation, the Trustee concluded that the Trusts disclosure controls and procedures are effective in ensuring that

information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Trustee to allow timely decisions regarding required disclosure.

In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by

Blackbeard Operating, LLC, the owner of the Waddell Ranch properties, and Riverhill Energy Corporation, the owner of the Texas Royalty properties.

Internal Control over Financial Reporting

There has not been any change in the Trusts internal control over financial reporting during the twelve months

ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.

Trustees 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 Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934, as amended.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial

reporting for external purposes in accordance with the modified cash basis of accounting.

The Trustee conducted an evaluation of the effectiveness of the Trusts internal control over financial reporting based on the criteria established in

Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Trustees evaluation under the framework in Internal Control-Integrated Framework 2013, the Trustee

concluded that the Trusts internal control over financial reporting are effective as of December 31, 2022.

The independent registered

public accounting firm of Weaver and Tidwell, L.L.P., as auditors of the statements of assets, liabilities and trust corpus, and the related statements of distributable income and changes in trust corpus for the year ended December 31, 2022,

has issued an attestation report on the Trusts internal control over financial reporting as of December 31, 2022, which is included herein.

the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trusts disclosure controls and procedures pursuant to Rules

13a-15 and 15d-15 promulgated under the Securities Exchange Act of 1934, as amended.

Based on such evaluation, the Trustee concluded that the Trusts disclosure

controls and procedures are effective in ensuring that information required to be disclosed by the Trust in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Trustee to

allow timely decisions regarding required disclosure.

In its evaluation of disclosure controls and procedures, the Trustee has relied, to

the extent considered reasonable, on information provided by Blackbeard Operating, LLC, the owner of the Waddell Ranch properties, and Riverhill Energy Corporation, the owner of the Texas Royalty properties.

Changes in Internal Control over Financial Reporting

There has not been any change in the Trusts internal control over financial reporting during the twelve months ended December 31, 2023 that has

materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.

Trustees 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 Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934, as amended.

Internal control over financial reporting is a process to provide

reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with the modified cash basis of accounting.

The Trustee conducted an evaluation of the effectiveness of the Trusts internal control over

financial reporting based on the criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Trustees evaluation under the framework in

Internal Control-Integrated Framework 2013, the Trustee concluded that the Trusts internal control over financial reporting are effective as of December 31, 2023.

The independent registered public accounting firm of Weaver and Tidwell, L.L.P., as auditors of the statements of assets, liabilities and

trust corpus, and the related statements of distributable income and changes in trust corpus for the year ended December 31, 2023, has issued an attestation report on the Trusts internal control over financial reporting as of

December 31, 2023, which is included herein.

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on Internal Control Over Financial Reporting

audited Permian Basin Royalty Trust (the Trust)s internal control over financial reporting as of December 31, 2022 based on criteria established in 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (the COSO criteria).

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of

assets, liabilities, and trust corpus of Permian Basin Royalty Trust as of December 31, 2022 and 2021 and the related statements of distributable income and changes in trust corpus for each of the three years in the period ended

December 31, 2022, and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We have audited Permian Basin Royalty Trust (the Trust)s internal control over financial reporting as of December 31, 2023 based on

criteria established in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

In our opinion, the Trust maintained, in all material respects, effective

internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with

the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets, liabilities, and trust corpus of Permian Basin Royalty Trust as of December 31, 2023 and 2022 and the related statements of

distributable income and changes in trust corpus for each of the three years in the period ended December 31, 2023, and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Trustee is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal

control over financial reporting, included in the accompanying Trustees Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Trusts internal control over financial reporting based on our

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Permian Basin Royalty 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.

The Trustee is

responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Trustees Report on Internal Control Over

Financial Reporting.

Our responsibility is to express an opinion on the Trusts internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with

respect to Permian Basin Royalty Trust in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included

performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we

considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

An entitys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with the modified cash basis of accounting described in Note 2 to the financial statements.

An entitys internal control over financial reporting includes

those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity;

(2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with the modified cash basis of accounting described in Note 2 to the financial statements, and that receipts and expenditures of the entity are being

made only in accordance with authorizations of the Trustee and directors of the entity;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entitys assets

that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

/s/ Weaver and Tidwell, L.L.P.

Definition and Limitations of

Internal Control Over Financial Reporting

An entitys internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the modified cash basis of accounting described in Note 2 to the financial statements.

entitys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of the entity;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the modified cash basis of accounting described in Note 2 to the financial statements, and

that receipts and expenditures of the entity are being made only in accordance with authorizations of the Trustee and directors of the entity;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the entitys assets that could have a material effect on the financial statements.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

WEAVER AND TIDWELL, L.L.P.

Dallas, Texas

March 1, 2023

February 29, 2024

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

The Trust does not have any directors or officers, and as a result, no such person adopted or terminated any

Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K, nor did the Trust adopt or terminate any Rule 10b5-1 trading arrangement during the most recent fiscal quarter.

Because the Trust does not have officers, directors, or

employees, it has not adopted insider trading policies and procedures governing the purchase, sale and/or other disposition of Trust securities by such persons.

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors and Executive Officers of the Registrant

DIRECTORS AND OFFICERS

The Trust has no

directors or executive officers.

The Trustee is a corporate trustee which may be removed, with or without cause, at a meeting of the Unit holders, by the affirmative vote of the holders of a majority of all the Units then outstanding.

AUDIT COMMITTEE AND NOMINATING COMMITTEE

Because the Trust has no directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.

The Trust has no directors or executive officers.

The Trustee is a corporate trustee which may be removed, with or without cause, at a meeting

of the Unit holders, by the affirmative vote of the holders of a majority of all the Units then outstanding.

AUDIT COMMITTEE AND

NOMINATING COMMITTEE

Because the Trust has no directors, it does not have an audit committee, an audit committee financial expert or

a nominating committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Trusts directors, officers or beneficial owners of more than

ten percent of a registered class of the Trusts equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Trust with copies of all such reports.

The Trust has no directors or officers and based solely on its review of the reports received by it, the Trust believes that during the fiscal year of

2022, no person who was a beneficial owner of more than ten percent the Trusts Units failed to file on a timely basis any report required by Section 16(a).

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Trusts directors, officers or beneficial owners of

more than ten percent of a registered class of the Trusts equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Trust with copies of all such reports.

The Trust has no directors or officers and based solely on its review of the reports received by it, the Trust believes that during the fiscal

year of 2023, no person who was a beneficial owner of more than ten percent of the Trusts Units failed to file on a timely basis any report required by Section 16(a).

STANDARDS OF CONDUCT

Because the Trust has

no employees, it does not have a code of ethics.

Employees of the Trustee, Argent Trust Company, must comply with the companys code of ethics which may be found at www.argentfinancial.com.

Because the Trust has no employees, it does not have a code of ethics.

Employees of the Trustee, Argent Trust Company, must comply with the

companys code of ethics which may be found at www.argentfinancial.com.

Executive Compensation

During the years ended December 31, 2022, 2021 and 2020, Simmons Bank, as Trustee for such periods received total remuneration as follows:

During the years ended December 31, 2023, 2022 and 2021, the Trustee for such periods received total remuneration as follows:

Name of Individual or Number

of Persons in Group

Simmons Bank, Trustee

Argent Trust Company, Trustee

Simmons Bank, Trustee

Under the Trust Indenture, the Trustee is entitled to an administrative fee for its administrative services, preparation

of quarterly and annual statements with attention to tax and legal matters of:

Under the Trust Indenture, the Trustee is entitled to an administrative fee for its administrative services,

preparation of quarterly and annual statements with attention to tax and legal matters of:

(i) 1/20 of 1% of the first $100 million and (ii) Trustees standard hourly rate in excess of 300 hours annually.

The administrative fee is subject to

reduction by a credit for funds provision.

The administrative fee is

subject to reduction by a credit for funds provision.

COMPENSATION COMMITTEE

Because the Trust has no directors, it does not have a compensation committee or maintain any equity compensation plans, and the Trust has not engaged

any consultants to provide advice or recommendations on the amount or form of compensation.

Because the Trust has no directors, it does not have a compensation committee or maintain any equity compensation plans, and the Trust has not

engaged any consultants to provide advice or recommendations on the amount or form of compensation.

The Trust does not have a principal executive officer or employees and therefore, the pay ratio disclosure is not applicable.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

(a) Security Ownership of Certain Beneficial Owners .

Based solely on a review of statements

filed with the SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the following table sets forth all persons who are known to the Trustee to own beneficially more than 5% of the outstanding Units of the

Trust as of December 31, 2022:

Based solely on a review of

statements filed with the SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the following table sets forth all persons who are known to the Trustee to own beneficially more than 5% of the outstanding

Units of the Trust as of December 31, 2023:

Number of Units

2 unchanged sentences

SoftVest, LP(4)

Horizon Kinetics Asset Management LLC(5)

Unless otherwise indicated, all Units are held directly with sole voting and investment power.

Based on 46,608,796 Units outstanding as of December 31, 2023.

Based on Schedule 13G/A filed February 11, 2021, reporting ownership as of December 31, 2020, jointly and as a

group by Loyd Powell and Gideon Powell.

Based on Schedule 13G/A filed February 11, 2021, reporting ownership as of December 31, 2020, jointly

and as a group by Loyd Powell and Gideon Powell.

The address for each of Loyd Powell and Gideon Powell is P.O.

Suite 1610, Dallas, Texas 75225.

Based on Schedule 13G/A filed February 13, 2023 reporting ownership as of December 31, 2022, jointly and as a

group by SoftVest Advisors, LLC, SoftVest, LP, and SoftVest GP I, LLC.

Based on Schedule 13G/A filed February 14, 2024 reporting ownership as of December 31, 2023, jointly

and as a group by SoftVest Advisors, LLC, SoftVest, LP, and SoftVest GP I, LLC.

The address for each of SoftVest Advisors, LLC, SoftVest, LP, and SoftVest GI I, LLC is 400 Pine Street, Suite 1010, Abilene, TX, 79601.

Based on Schedule 13G filed April 6, 2023 reporting ownership as of December 31, 2022 by Horizon

Kinetic Asset Management LLC.

The address for Horizon Kinetic Asset Management LLC is 470 Park Avenue South, 4th Floor South, New York, Ny 10016.

(b) Security Ownership of Management .

The Trustee does not beneficially own any securities of the Trust.

The Trust has no directors or officers.

Argent Trust Company, the Trustee, held as of

February 26, 2024, an aggregate of 5,000 Units in various fiduciary capacities, and it had shared voting and investment power with respect to all such Units.

The Trustee knows of no arrangements which may subsequently result in a change in control of the

The Trustee knows of no arrangements which may subsequently result in a change in control of the Trust.

(d) Securities Authorized for Issuance under Equity Compensation Plans.

The Trust has no equity compensation

The Trust has no equity compensation plans.

Certain Relationships and Related Transactions, and Director Independence

The Trust has no directors or executive officers.

See Item 11 for the remuneration received by the Trustee during the years

ended December 31, 2022, 2021 and 2020.

See Item 11 for the remuneration received by the Trustee during

the years ended December 31, 2023, 2022 and 2021.

Principal Accounting Fees and Services

8 unchanged sentences

Financial Statements

Included in Part II

of this Report:

Included in Part II of this Report:

Report of Independent Registered Public Accounting Firm

Statements of Assets, Liabilities and Trust Corpus at December 31, 2022 and

Statements of Distributable Income for Each of the Three Years in the Period Ended December 31,

Statements of Changes in Trust Corpus for Each of the Three Years in the Period Ended December 31,

Statements of Assets, Liabilities and Trust Corpus at December

31, 2023 and 2022

Statements of Distributable Income for Each of the Three Years in the Period Ended

December 31, 2023

Statements of Changes in Trust Corpus for Each of the Three Years in the Period

Ended December 31, 2023

Notes to Financial Statements

Financial Statement Schedules

Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given

in the financial statements or notes thereto.

Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required

information is given in the financial statements or notes thereto.

Permian Basin Amended and Restated Royalty Trust Indenture dated June

4 unchanged sentences

1 to the Amended and Restated Royalty Trust Indenture of Permian Basin Royalty Trust, dated May

4, 2022, heretofore filed as Exhibit 4.1 to the Trusts Current Report on Form 8-K to the Securities and Exchange Commission filed on May 6, 2022 is incorporated herein by reference.*

4, 2022, heretofore filed as Exhibit 4.1 to the Trusts Current Report on Form 8-K to the Securities and Exchange Commission filed on May 6, 2022 is incorporated herein by

Net Overriding Royalty Conveyance (Permian Basin Royalty Trust) from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (now Simmons Bank), as Trustee, dated

2 unchanged sentences

Net Overriding Royalty Conveyance (Permian Basin Royalty Trust Waddell Ranch) from Southland Royalty Company (now Burlington Resources Oil & Gas Company LP) to The First National Bank of Fort Worth (now Simmons

Bank), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the

fiscal year ended December 31, 1980, is incorporated herein by reference.* (P)

Underwriting Agreement dated December

15, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil

and Lehman Brothers Inc.

and Wachovia Capital Markets, LLC as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities

and Exchange Commission filed on December 19, 2005, is incorporated herein by reference.*

Underwriting Agreement dated August

2, 2005 among the Permian Basin Royalty Trust, Burlington Resources, Inc., Burlington Resources Oil & Gas L.P.

and Goldman Sachs

and Lehman Brothers Inc.

as representatives of the several underwriters, heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the Securities and Exchange Commission filed on

August 8, 2005, is incorporated herein by reference.*

Underwriting Agreement dated August

17, 2006, among Permian Basin Royalty Trust, ConocoPhillips, Burlington Resources Oil

& Gas Company LP and Lehman Brothers Inc.

and Wachovia Capital Markets, LLC as representatives of the several underwriters heretofore filed as Exhibit 10.1 to the Trusts current report on Form 8-K to the

Securities and Exchange Commission filed on August 22, 2006, is incorporated herein by reference.*

Registration Rights Agreement dated as of July

21, 2004 by and between Burlington Resources, Inc.

and Bank of America, N.A., as trustee of Permian Basin Royalty Trust, heretofore filed as Exhibit

10.1 to the Trusts Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarterly period ended June 30, 2004 is incorporated herein by reference.*

Bank), as Trustee, dated November 3, 1980 (without Schedules), heretofore filed as Exhibit (4)(c) to the Trusts Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal

year ended December 31, 1980, is incorporated herein by reference.* (P)

Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer.**

1 unchanged sentence

Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.**

Executive Officer Compensation Recovery Policy**

Report of Cawley, Gillespie & Associates, Inc., reservoir engineer.**

A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written request to the

Trustee, Argent Trust Company, 2911 Turtle Creek Boulevard, Suite 850, Dallas, Texas 75219.

A copy of this Exhibit is available to any Unit holder, at the actual cost of reproduction, upon written

request to the Trustee, Argent Trust Company, 3838 Oak Lawn Ave, Suite 1720, Dallas, Texas 75219.

Filed herewith.

Paper exhibits.

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.

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.

ARGENT TRUST COMPANY,

1 unchanged sentence

PERMIAN BASIN ROYALTY TRUST

Royalty Trust Services

March 1, 2023

Trust has no directors or executive officers.)

/s/ Jana Egeler

Vice President and Trust Administrator

February 29, 2024

(The Trust has no directors or executive officers.)

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-K

Item 9A. Controls and Procedures