Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15
under the Exchange Act). Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust
were effective, as of the end of the period covered by this report, in ensuring that information required to be disclosed by the Trust
in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee to allow timely decisions
regarding required disclosure.
Due to the nature of the Trust as a passive entity
and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of (i) the Trust Agreement
and (ii) the Conveyance, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely on (A) information
provided by COERT, including information relating to results of operations, the costs and revenues attributable to the Trust’s interest
under the Conveyance and other operating and historical data, plans for future operating and capital expenditures, reserve information,
information relating to projected production, and other information relating to the status and results of operations of the Underlying
Properties and the Net Profits Interest, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve
engineers.
Changes in Internal Control over Financial Reporting.
During the quarter ended December 31, 2025, there were no changes in the Trust’s internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect, the Trust’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 COERT.
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 Rule 13a-15(f) promulgated under
the Exchange Act. 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 Trust’s 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 Trustee’s evaluation
under the framework in Internal Control—Integrated Framework (2013) , the Trustee concluded that the Trust’s internal
control over financial reporting was effective as of December 31, 2025.
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.
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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 has not adopted a code of ethics applicable to such persons.
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.
Pursuant to the Trust Agreement, the Trust pays
an annual administrative fee of $200,000 to the Trustee. During each of the years ended December 31, 2025 and 2024, the Trustee received
$200,000 in administrative fees and reimbursable expenses from the Trust. The Trust does not have any executive officers, directors or
employees. The Trust does not have a board of directors, and 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 does
not maintain any equity compensation plans.
(b) Security
Ownership of Certain Beneficial Owners.
Based on filings with the SEC, the Trustee is not
aware of any holders of 5% or more of the Trust Units as of March 23, 2026 except as set forth below. The following information has
been obtained from public filings with the SEC.
Beneficial Owner
Trust Units
Beneficially
Owned
Percent of
Class
Permianville Holdings LLC
7,363,961 (1)
22.3 %
Aaron Gelband
1,932,522 (2)
5.9 %
Jerry Roger Kent
1,722,300 (3)
5.2 %
(1) Based on a Form 4 dated August 17, 2023 filed by Permianville Holdings LLC (“Holdings”). The principal business
office address for Holdings is 60 Arch Street, 3 rd Floor, Greenwich, CT 06830.
70
(2) Based on a Schedule 13G filed with the SEC on May 19, 2025 by Warren Street Capital Partners LP (“Warren Street Capital
LP”), Warren Street Capital GP, LLC (“Warren Street Capital GP”), Warren Street Capital Management, LLC (“Warren
Street Capital Management”) and Aaron Gelband. The principal business address of each of the reporting persons is 1345 Avenue of
the Americas, New York, New York 10105. According to the filing, Warren Street Capital GP serves as the general partner of Warren Street
Capital LP; Warren Street Capital Management serves as the investment manager of Warren Street Capital LP and a certain managed account
(the “Warrant Street Account”); and Mr. Gelband serves as the Managing Member of each of Warren Street Capital GP and
Warren Street Capital Management. According to the filing, by virtue of these relationships, Warren Street Capital GP, Warren Street Capital
Management and Mr. Gelband may be deemed to beneficially own the Trust Units owned directly by Warren Street Capital LP and Warren
Street Capital Management, and Mr. Gelband may also be deemed to beneficially own the Units held in the Warren Street Account. Mr. Gelband
may also be deemed to beneficially own the Trust Units held by his wife. According to the filing, Mr. Gelband has sole voting power
with respect to 292,122 Trust Units, shared voting power with respect to 1,640,400 Trust Units, sole dispositive power with respect to
292,122 Trust Units, and shared dispositive power with respect to 1,640,400 Trust Units.
(3) Based on a Schedule 13G/A filed with the SEC on June 23, 2023 by Jerry Roger Kent. The principal business office address for
the reporting person is 4695 Preston Park Blvd., Suite 170 East, Plano, Texas 75093-5180. According to the filing, the reporting
person has sole voting power with respect to 1,507,300 Trust Units, shared voting power with respect to 215,000 Trust Units, sole dispositive
power with respect to 1,507,300 Trust Units, and shared dispositive power with respect to 215,000 Trust Units.
(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. See “Certain Relationships and Related Transactions, and Director Independence—Registration
Rights Agreement” in Part III, Item 13 of this Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Trustee Administrative Fee. Under the terms
of the Trust Agreement, the Trust pays an annual administrative fee of $200,000 to the Trustee and $2,000 to the Delaware Trustee.
Registration Rights Agreement. The Trust
and COERT (as the assignee of Enduro in connection with the Sale Transaction) are parties to a Registration Rights Agreement, as amended,
whereby COERT, its affiliates and certain permitted transferees holding registrable Trust Units are entitled, upon receipt by the Trustee
of written notice from holders of a majority of the then outstanding registrable Trust Units, to demand that the Trust effect the registration
of the registrable Trust Units. The holders of the registrable Trust Units are entitled to demand a maximum of five such registrations.
In connection with the preparation and filing of any registration statement, COERT will bear all costs and expenses incidental to any
registration statement, excluding certain internal expenses of the Trust, which will be borne by the Trust. Any underwriting discounts
and commissions will be borne by the seller of the Trust Units. The foregoing description of the Registration Rights Agreement is qualified
in its entirety by the terms of the Registration Rights Agreement, and Amendment No. 1 thereto, copies of which are incorporated
by reference as exhibits to this Form 10-K.
In 2022, the Trust filed a registration statement
on Form S-3 pursuant to the Registration Rights Agreement to register the offering by COERT of up to 8,600,000 Trust Units.
Director Independence
The Trust does not have a board of directors.
71
Item 14. Principal Accountant Fees and Services.
The Trustee has appointed Weaver and Tidwell, LLP
as the independent registered public accounting firm to audit the Trust’s financial statements for the fiscal year ending December 31,
2026. During the years ended December 31, 2025 and 2024, Weaver and Tidwell, LLP served as the Trust’s independent registered
public accounting firm.
The following table presents the aggregate fees
paid by the Trust for the years ended December 31, 2025 and 2024 by Weaver and Tidwell, LLP:
2025
2024
Audit fees (1)
$ 98,700
$ 108,215
Audit-related fees
—
—
Tax fees
—
—
All other fees
—
—
Total fees
$ 98,700
$ 108,215
(1) Fees billed for professional services rendered for the audit of the Trust’s financial statements and reviews of the financial
statements included in the Trust’s quarterly reports and annual financial statements.
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 Weaver. 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.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a)(1) Financial Statements
The following financial statements are set forth
under “Financial Statements and Supplementary Data” in 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 Identification No. 410)
57
Statements of Assets, Liabilities and Trust Corpus
58
Statements of Distributable Income
59
Statements of Changes in Trust Corpus
60
Notes to Financial Statements
61
Unaudited Supplementary Information
67
(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
2.1*
Agreement and Plan of Merger of Enduro Royalty Trust and Enduro Texas LLC, dated as of November 3, 2011 by and between the Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Enduro Texas LLC. (Incorporated herein by reference to Exhibit 1.2 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))
3.1*
Certificate of Trust of Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed on May 16, 2011 (Registration No. 333-174225))
3.2*
Certificate of Amendment to Certificate of Trust. (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 5, 2018 (File No. 1-35333))
3.3*
Amended and Restated Trust Agreement of Enduro Royalty Trust, dated as of November 3, 2011, among Enduro Resource Partners LLC, The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Wilmington Trust Company, as Delaware Trustee of Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))
3.4*
First Amendment to Amended and Restated Trust Agreement, dated September 6, 2017 but effective as of August 30, 2017, among Enduro Resource Partners LLC, Wilmington Trust Company, as Delaware Trustee, and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No. 1-35333))
3.5*
Second Amendment to Amended and Restated Trust Agreement of Enduro Royalty Trust, dated September 14, 2018, among COERT Holdings 1 LLC, Wilmington Trust Company, as Delaware trustee, and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 14, 2018 (File No. 1-35333))
73
4.1*
Registration Rights Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))
4.2*
Amendment No. 1 to Registration Rights Agreement, dated as of November 8, 2012, by and between Enduro Resource Partners LLC and Permianville Royalty Trust. (Incorporated herein by reference to Exhibit 4.2 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-35333))
4.3*
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated herein by reference to Exhibit 4.3 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-35333))
10.1*
Conveyance of Net Profits Interest, dated November 8, 2011, by and between Enduro Operating LLC and Enduro Texas LLC. (Incorporated herein by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))
10.2*
Supplement to Conveyance of Net Profits Interest, dated November 8, 2011, from Enduro Operating LLC, Enduro Texas LLC and The Bank of New York Mellon Trust Company, N.A. as Trustee of Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No. 1-35333))
10.3*
First Amendment to Conveyance of Net Profits Interest, dated September 6, 2017, among Enduro Operating LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust. (Incorporated herein by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No. 1-35333))
10.4*
Partial Release, Reconveyance and Termination Agreement, dated September 6, 2017, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Enduro Operating LLC. (Incorporated herein by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No. 1-35333))
23.1
Consent of Cawley, Gillespie & Associates, Inc.
23.2
Consent of Weaver and Tidwell, L.L.P.
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*
Permianville Royalty Trust Clawback Policy (Incorporated herein by reference to Exhibit 97.1 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-35333))
99.1
Report of Cawley, Gillespie & Associates, Inc.
* Asterisk indicates exhibit previously filed with the SEC and
incorporated herein by reference.
Item 16. Form 10-K Summary.
None.
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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.
Date: March 23, 2026
PERMIANVILLE ROYALTY TRUST
By:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., AS TRUSTEE
By:
/s/ SARAH NEWELL
Name: Sarah Newell
Title: Vice President
The Registrant, Permianville Royalty 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.
75