What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-24 compared with 2025-03-20 · 46 added, 38 removed, 328 unchanged (20% of the section changed)

8 unchanged sentences

political conditions or hostilities in oil and natural gas producing regions, including the Middle East, North Africa and South America;

the armed conflicts between Russia and Ukraine and between Israel and Iran and its proxies and the potential destabilizing effects such conflicts may pose for the global oil and gas markets;

the ongoing wars in Ukraine and in the Persian Gulf, and the potential destabilizing effects such conflicts may pose for the global oil and gas markets;

the occurrence or threat of epidemic or pandemic diseases or other public health event or any government response to such occurrence or threat;

5 unchanged sentences

and worldwide economic conditions;

trade barriers and tariffs;

the price and availability of alternative fuels;

tax, trade and tariff policies of the United States and other countries involved in global energy markets;

the development, exploitation and market acceptance of alternative energy sources as part of a transition to a lower-carbon economy;

the proximity, capacity, cost and availability of gathering and transportation facilities;

8 unchanged sentences

As a result, the operator of any of the Underlying Properties could determine during periods of low commodity prices to shut in or curtail production from wells on the Underlying Properties, or to plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices.

Specifically, VOC Brazos may abandon any well or property if it reasonably believes that the well or property can no longer produce oil or natural gas in commercially paying quantities.

This could result in termination of the net profits interest relating to the

abandoned well or property.

Specifically, VOC Brazos may abandon any well or

property if it reasonably believes that the well or property can no longer produce oil or natural gas in commercially paying quantities.

This could result in termination of the net profits interest relating to the abandoned well or property.

In making such decisions, VOC Brazos and any transferee will be required under the applicable conveyance to operate, or to use commercially reasonable efforts to cause the operators of the Underlying Properties to operate, these properties as would a reasonably prudent operator, acting with respect to its own properties (without regard to the existence of the net profits interest).

50 unchanged sentences

nations, such as Russia, have a significant impact on global oil supply and pricing.

For example, OPEC and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices OPEC members and other oil exporting nations might not agree to future production cuts or other actions to support and stabilize oil prices, and they may not reduce oil prices or increase production in the future.

Uncertainty regarding future actions that OPEC members or other oil exporting countries may take could lead to continued volatility in the price of oil, which could adversely affect the financial condition and economic performance of the operators of the Underlying Properties and may reduce the net proceeds to which the Trust is entitled, which could materially reduce or completely eliminate the amount of cash available for distribution to Trust unitholders.

For example, OPEC and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices.

OPEC members and other oil exporting nations might not agree to future production cuts or other actions to support and stabilize oil prices, and they may not reduce oil prices or increase production in the future.

Production of oil and natural gas on the Underlying Properties could be materially and adversely affected by severe or unseasonable weather.

54 unchanged sentences

Pursuant to the Trust Agreement, the Trust may establish a cash reserve through the withholding of cash for contingent liabilities and to pay expenses, which will reduce the amount of cash otherwise available for distribution to Trust unitholders.

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 to build an approximately $1.175 million cash reserve for the payment of future known, anticipated, or contingent expenses or liabilities 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 $1.175 million cash reserve for the payment of future known, anticipated, or contingent expenses or liabilities of the Trust.

This amount is in addition to the letter of credit in the amount of $1.7 million provided to the Trustee by VOC Brazos to protect the Trust against the risk that it does not have sufficient cash to pay future expenses.

73 unchanged sentences

As a smaller reporting company, the Trust is not required to provide this information.

Trust unitholders have limited ability to enforce provisions of the net profits interest, and VOC Brazos’ liability to the Trust is limited.

The Trust Agreement permits the Trustee to sue VOC Brazos or any other future owner of the Underlying Properties to enforce the terms of the Conveyance.

If the Trustee does not take appropriate action to enforce provisions of the Conveyance, Trust unitholders’ recourse would be limited to bringing a lawsuit against the Trustee to compel the Trustee to take specified actions.

The Trust Agreement expressly limits a Trust unitholder’s ability to directly sue VOC Brazos or any other third party other than the Trustee.

As a result, Trust unitholders will not be able to sue VOC Brazos or any future owner of the Underlying Properties to enforce these rights.

Furthermore, the Conveyance provides that, except as set forth in the Conveyance, VOC Brazos will not be liable to the Trust for the manner in which it performs its duties in operating the Underlying Properties as long as it acts without gross negligence or willful misconduct.

Risks Related to Ownership of the Trust Units

15 unchanged sentences

As a result, distributions made to a Trust unitholder over the life of these depleting assets may not equal or exceed the purchase price paid by the Trust unitholder.

Trust unitholders have limited ability to enforce provisions of the net profits interest, and VOC Brazos’ liability to the Trust is limited.

The Trust Agreement permits the Trustee to sue VOC Brazos or any other future owner of the Underlying Properties to enforce the terms of the Conveyance.

The Trust Agreement expressly limits a Trust unitholder’s ability to directly sue VOC Brazos or any other third party other than the Trustee.

As a result, Trust unitholders will not be able to sue VOC Brazos or any future owner of the Underlying Properties to enforce these rights.

Courts outside of Delaware may not recognize the limited liability of the Trust unitholders provided under Delaware law.

16 unchanged sentences

and the issuance of injunctions limiting or preventing some or all of VOC Brazos’ operations.

Furthermore, the inability to comply with environmental laws and regulations in a cost effective manner, such as removal and disposal of produced water and other generated oil and gas wastes, could

impair VOC Brazos’ ability to produce oil and natural gas commercially from the Underlying Properties, which would reduce proceeds attributable to the net profits interest.

Furthermore, the inability to comply with environmental laws and regulations in a cost effective

manner, such as removal and disposal of produced water and other generated oil and gas wastes, could impair VOC Brazos’ ability to produce oil and natural gas commercially from the Underlying Properties, which would reduce proceeds attributable to the net profits interest.

There is inherent risk of incurring significant environmental costs and liabilities in the performance of VOC Brazos’ operations as a result of its handling of petroleum hydrocarbons and wastes, air emissions and wastewater discharges related to its operations, and historical industry operations and waste disposal practices.

24 unchanged sentences

Climate change laws and regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the oil and natural gas that VOC Brazos produces while the physical effects of climate change could disrupt VOC Brazos’ production and cause VOC Brazos to incur significant costs in preparing for or responding to those effects.

In response to its 2009 finding that emissions of carbon dioxide, methane and other greenhouse gases (“GHGs”) may present an endangerment to public health and the environment, the EPA has issued regulations to restrict emissions of greenhouse gases under existing provisions of the CAA.

The Trump Administration’s efforts to roll back federal regulation of greenhouse gases (“GHGs”) represent a significant shift in federal climate policy, though the ultimate impact of those efforts on VOC Brazos is unclear.

In 2009, the EPA found that emissions of carbon dioxide, methane and other GHGs may present an endangerment to public health and the environment and subsequently issued regulations to restrict emissions of greenhouse gases under existing provisions of the CAA.

These regulations include limits on tailpipe emissions from motor vehicles, preconstruction and operating permit requirements for certain large stationary sources, and methane emissions standards for certain new, modified and reconstructed oil and gas sources — as well as the EPA’s methane emissions guidelines for existing oil and gas sources that were adopted in 2024.

The EPA also has adopted rules requiring the reporting of GHG emissions from specified large greenhouse gas emission sources in the United States, as well as certain onshore oil and natural gas production facilities, on an annual basis.

Shortly after President Trump took office in January 2025, the federal government embarked on a series of changes relating to climate policy and regulation.

On January 20, 2025, President Trump announced the withdrawal of the United States from the Paris Climate Agreement.

President Trump also issued an executive order directing the EPA to review the legality and continuing applicability of its 2009 GHG endangerment finding.

The outcome of that review is not currently known;

however, it has the potential to eliminate the basis for the EPA’s regulation of GHGs under the CAA.

The EPA has established GHG standards for oil and gas sources based on its endangerment finding.

In July 2025, the EPA issued a proposed rule to rescind the 2009 GHG endangerment finding that provided a basis for GHG regulation under the CAA.

In September 2025, the EPA proposed to rescind the GHG reporting program for sectors other than the oil and gas sector, while proposing to suspend GHG reporting requirements for the oil and gas sector until 2034.

In February 2026, the EPA adopted a final rule repealing its prior endangerment finding, which opens the door for the EPA to repeal its GHG rules for the oil and gas sector.

The EPA has established methane standards for oil and gas sources under the CAA based on the now-repealed GHG endangerment finding.

In 2024, the EPA adopted a final rule that will directly regulate volatile organic compound and methane emissions from new oil and gas sources and will require further emissions reductions through its regulation of flaring, compressors, pumps, storage vessels, process controllers, well completions and liquids unloading, and equipment leaks.

1 unchanged sentence

The existing source emissions guidelines are to be implemented through state plans, with expected compliance dates for existing sources arriving in 2029.

In 2025, however, the EPA extended certain compliance deadlines for both new and existing sources, and the 2026 endangerment finding repeal provides a basis for undoing the oil and gas methane standards, though the fact that the oil and gas standards address both methane and volatile organic compounds, which are regulated independently of EPA’s authority to regulate GHGs, may limit the impact of future changes to the methane standards that currently apply to oil and gas sources.

The Inflation Reduction Act of 2022 (“IRA”) included new CAA section 136(c) directing the EPA to collect the Waste Emissions Charge (“WEC”) from facilities in the oil and gas sector that report more than 25,000 tons of carbon dioxide equivalent emissions in a calendar year.

2 unchanged sentences

The charge will be $900 per ton for 2024 emissions and will increase to $1,200 and then $1,500 per ton in subsequent years.

The program includes key exemptions, most notably a regulatory compliance exemption that applies to and exempts the emissions from facilities that are subject to and in complete compliance with the EPA’s new or existing source methane requirements.

requirements.

The EPA adopted new rules to implement the WEC program in November 2024;

however, the fate of the WEC and the EPA rules implementing the WEC is unclear.

In February 2025, the United States House of Representatives and Senate both passed resolutions to repeal the EPA’s 2024 WEC rules under the Congressional Review Act (“CRA”), and on March 14, 2025 President Trump signed the resolution repealing those rules under the CRA.

In addition, the United States House of Representatives and Senate may be considering amendment or repeal of certain portions of the IRA, including the statutory provisions establishing the WEC.

Additionally, more than one-third of the states have begun taking actions to control and/or reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs.

Although most of the state-level initiatives have to date focused on large sources of GHG emissions, such as coal-fired electric plants, it is possible that smaller sources of emissions could become subject to GHG emission limitations or allowance purchase requirements in the

In March 2025, President Trump signed legislation repealing the EPA’s 2024 WEC rules under the Congressional Review Act.

The repeal of the EPA’s WEC rules did not eliminate the statutory requirement to pay the WEC, but it eliminated the rules established by the EPA to determine the WEC due, the payment mechanism, and any payment deadlines.

Congress may be considering amendment or repeal of certain portions of the IRA, including the statutory provisions establishing the WEC.

Meanwhile, more than one-third of the states have begun taking actions to control and/or reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs.

For example, the states of Colorado and New Mexico have adopted rules regulating GHGs from the oil and gas industry that are based on the federal standards.

5 unchanged sentences

VOC Brazos cannot predict with any certainty at this time how these possibilities may affect its operations.

In addition, new and emerging regulatory initiatives in the U.S.

related to climate change could adversely affect the Trust.

In addition, future regulatory initiatives in the U.S.

related to climate change disclosure or reporting could adversely affect the Trust.

In 2024, the SEC issued a final rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors.

The final rule mandates extensive disclosure of climate-related data, risks, and opportunities, including financial impacts, physical and transition risks, related governance and strategy and greenhouse gas emissions, for certain public companies.

Compliance with the final rule may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on the personnel, systems and resources of VOC Brazos or the Trust or both.

The SEC’s climate disclosure requirements may change under the Trump Administration.

In February 2025, the acting SEC Chair issued a statement that the SEC would not defend the 2024 disclosure rule in court and that the SEC would revisit the 2024 rule.

The outcome of the SEC’s review may result in changes to SEC climate-related disclosure requirements, but the outcome of that review is uncertain.

The SEC’s climate disclosure rule was challenged in court, and in March 2025 the SEC announced that it had voted to end its defense of the 2024 rule.

The outcome of that litigation or separate rule changes made by the SEC may result in changes to climate-related disclosure requirements.

Even in the absence of federal requirements, however, some states have adopted climate disclosure laws or rules that are not affected by the SEC’s review.

Compliance with the federal or state disclosure rules may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on the personnel, systems and resources of VOC Brazos or the Trust or both.

Finally, some scientists have theorized that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events.

5 unchanged sentences

The process is typically regulated by state oil and gas commissions.

The EPA finalized a study of the potential environmental impacts of hydraulic fracturing activities in December 2016, finding that under certain circumstances the “water cycle” activities associated with hydraulic fracturing could impact drinking water resources.

water resources.

Some states have adopted, and other states are considering adopting, regulations that could restrict or impose additional requirements relating to hydraulic fracturing in certain circumstances.

18 unchanged sentences

These threats pose a risk to the security of the systems and networks of VOC Brazos and its VOC Operators, the confidentiality, availability and integrity of their data and the physical security of employees and assets.

This risk is exacerbated with the advancement of technologies like artificial intelligence, which malicious third parties are using to create new, sophisticated and more frequent attacks.

Furthermore, geopolitical tensions or conflicts, such as the ongoing wars in Ukraine and in the Persian Gulf, may further heighten the risk of cybersecurity attacks.

VOC Brazos and its VOC Operators have experienced, and expect to continue to experience, attempts from hackers and other third parties to gain unauthorized access to IT systems and networks.

Although prior cyber-attacks have not had a material adverse effect on the operations or financial performance of VOC Brazos or of its VOC Operators, VOC Brazos and its VOC Operators may not be successful in preventing cyber-attacks or mitigating their effect.

Although prior cyber-attacks have not had a material adverse effect on the operations or financial performance of VOC

TABLE OF CONTENTS

Brazos or of its VOC Operators, VOC Brazos and its VOC Operators may not be successful in preventing cyber-attacks or mitigating their effect.

Any cyber-attack could have a material adverse effect on the reputation, competitive position, business, financial condition and results of operations of VOC Brazos and its VOC Operators, and could have a material adverse effect on the Trust.

4 unchanged sentences

The Trustee depends heavily upon IT systems and networks in connection with its business activities.

Despite a variety of security measures implemented by the Trustee, events such as the loss or theft of back-up

TABLE OF CONTENTS

tapes or other data storage media could occur, and the Trustee’s computer systems could be subject to physical and electronic break-ins, cyber-attacks and similar disruptions from unauthorized tampering, including threats that may come from external factors, such as governments, organized crime, hackers and third parties to whom certain functions are outsourced, or may originate internally from within the respective companies.

Despite a variety of security measures implemented by the Trustee, events such as the loss or theft of back-up tapes or other data storage media could occur, and the Trustee’s computer systems could be subject to physical and electronic break-ins, cyber-attacks and similar disruptions from unauthorized tampering, including threats that may come from external factors, such as governments, organized crime, hackers and third parties to whom certain functions are outsourced, or may originate internally from within the respective companies.

If a cyber-attack were to occur, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, the Trustee’s computer systems and networks, or otherwise cause interruptions or malfunctions in the operations of the Trust, which could result in litigation, increased costs and regulatory penalties.

1 unchanged sentence

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 1A. Risk Factors