Permian Basin Royalty Trust (PBT) Proxy Filing summary

Executive summary

• Special meeting called for December 16, 2025, to vote on proposals to reform the Trust Indenture and potentially adjourn the meeting to solicit more proxies.

• SoftVest, L.P. and affiliates, holding 13.3% of units, are soliciting proxies to allow amendments to the Trust Indenture by a simple majority rather than a super-majority.

• The current Trust structure and super-majority requirements are seen as limiting Unitholder value and flexibility, especially regarding strategic transactions and conversions.

• Proposed changes could enable conversion of the Trust into a corporation or LLC, facilitating modern governance and potential value-maximizing transactions.

• The process for judicial reformation, if approved, is expected to take at least six to twelve months, with further Unitholder votes required for major actions.

Voting matters and shareholder proposals

• Proposal One: Non-binding vote to seek judicial reformation of the Trust Indenture to allow amendments by a simple majority at meetings with a quorum.

• Proposal Two: Approval to adjourn the meeting if necessary to solicit additional proxies for Proposal One.

• Abstentions count as votes against; broker non-votes are not expected to impact the outcome.

• No other matters are expected at the meeting; any new proposals will be addressed as they arise.

Board of directors and corporate governance

• If the Trust is converted to a corporation or LLC, a board of directors or governing body would be established, operating under modern governance principles.

• Mr. Oliver, managing member of SoftVest GP, may stand for election to the new board if conversion occurs.