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MTR 10-K & 10-Q changes, risk factors and insider trading

Mesa Royalty Trust · NYSE · Oil Royalty Traders · CIK 313364 · All filings on SEC.gov

Everything below is quoted or computed from Mesa Royalty Trust's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

2 / 1risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-30 (period ending 2025-12-31) with 10-K filed 2025-03-31 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

2new paragraphs
1removed paragraphs
13reworded paragraphs
7,033 → 7,072words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: sanction, ukraine, middle east

Paragraph as it now reads, with added and removed wording marked:

political conditions worldwide, in particular sanctions, political disruption, war orand other armed conflicts that affect oil and gas supply and transportation, including current hostilities in the Middle East and Ukraine;
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Reworded topics: middle east

Paragraph as it now reads, with added and removed wording marked:

Crude oil prices have been historically volatile and fell sharply during the pandemic. Oil demand rebounded in the second half of 2020, and prices increased in 2021 and 2022, decreased in 2023 and2023, increased slightly in 2024.2024 and decreased in 2025. Crude oil prices increased sharply above $100 per barrel in connection with Middle East hostilities in March 2026. The NYMEX crude oil spot prices per Bbl were $71.72$57.42 and $71.65$71.72 as of December 31, 20242025 and December 30, 2023,2024, respectively. As of March 25, 2025,2026, the price was $69.00$90.32 per Bbl. Prices have been volatile, driven by ongoing geopolitical tensions. The Trust cannot predict the timing or the duration of any economic cycle or other adverse events and, depending on the prices realized, the financial condition of the Trust could be materially adversely affected. When natural gas prices decline, the Trust is affected in two ways. First, net royalties are reduced. Second, exploration and development activity on the underlying properties may decline as some projects may become uneconomic and are either delayed or eliminated. The volatility of energy prices reduces the predictability of future cash distributions to unitholders. Based on information provided by the Working Interest Owners, natural gas and natural gas liquids produced from the Royalty Properties may be sold under short-term or multi-month contracts or on the spot market. Depending on the contractual arrangements and pricing applicable to production by the Working Interest Owners, the Trust may not benefit from increases in commodity prices as reported on the spot markets.
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Removed text
“Based on the reserve report from Miller and Lents, a portion of the Royalty Properties from which the Trust derives its income are currently not profitable due to factors such as declining production, low commodity prices and high operating costs. According to reserve estimates prepared by Miller and Lents, volumes from certain Royalty Properties are not currently profitable enough to generate future Net Proceeds to the Trust, based on the assumptions made and the methodologies used. For these properties, declining well performance coupled with low prices has rendered these wells uneconomic. …”
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Reworded topics: middle east

Paragraph as it now reads, with added and removed wording marked:

Warfare, terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as military or political actions taken in response, cause instability in the global financial and energy markets. Terrorism and sustained military campaigns, including political turmoil, warfare or continuing attacks in Ukraine and in the Middle East, such as the recent closure of the Strait of Hormuz and recent hostilities in the Middle East region, could adversely affect Trust distributions or the market price of the units in unpredictable ways, including through inflationary pressures, the disruption of supply chains and markets, increased volatility in natural gas prices, or the possibility that the infrastructure on which the operators developing the underlying properties rely could be a direct target or an indirect casualty of a cyber-attack or an act of terror. Political and military events in Ukraine, the Middle East and other countries, including warfare between Ukraine and Russia, hostilities and geopolitical risk in the Middle East and global trading sanctions and tariffs may also have an adverse impact on Trust distributions or the market price of the units and may negatively affect our results of operations.
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Reworded

Paragraph as it now reads, with added and removed wording marked:

Natural gas prices have been historically volatile and fell sharply during the pandemic. During the five years prior to December 31, 2024,2025, Henry Hub natural gas prices have ranged from a high of $23.86 per MMBtu in 2021 to a low of $1.21 per MMBtu in 2024. Eliminating the unusually high prices in 2021 which were due to extreme winter weather, the natural gas prices ranged from a high of $9.85$9.86 per MMBtu in 20222025 to a low of $1.21 per MMBtu in 2024. On December 31, 2024,2025, the Henry Hub Natural Gas Spot Price was $3.40$4.00 per MMBtu. The spike in price on January 17, 2025 to $9.86 per MMBtu was due to extremely cold weather throughout both the northern and southern states, including widespread snow in the south, thus increasing demand. Increases in natural gas prices in 2025 were driven by stronger demand both at home and globally. Declines in natural gas prices may be caused by many factors, including increases in natural gas production and reserves from unconventional (shale) reservoirs, without an offsetting increase in demand. Any increase in natural gas production could cause the prices for natural gas to fall to lower levels. If prices for natural gas remain depressed for lengthy periods, the Trustee may be required to write down the value of the Trust’s oil and gas properties. In addition, sustained low prices for gas will negatively impact the value of the Trust’s estimated reserves and reduce Net Proceeds and the amount of cash the Trustee would otherwise have available to pay cash distributions to unitholders.
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New text
“The Net Proceeds payable to the Trust are derived from the sale of depleting assets. Accordingly, the portion of the distributions to unitholders attributable to depletion may be considered a return of capital.”
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Full comparison: every changed paragraph (16)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Net Proceeds and the Trust’s quarterly distributions are highlyheavily dependentinfluenced uponby thecommodity prices realized from the sale of natural gas, and any material decrease in such prices could reduce the amount of Trust distributions. Natural gas prices can fluctuate widely on a month-to-month basis in response to a variety of factors that are beyond the control of the Trust and the Working Interest Owners. Factors that contribute to price fluctuation include, among others:

Reworded

political conditions worldwide, in particular sanctions, political disruption, war orand other armed conflicts that affect oil and gas supply and transportation, including current hostilities in the Middle East and Ukraine;

Added

OPEC+ production plans and actions impacting global supply and demand;

Reworded

Crude oil prices have been historically volatile and fell sharply during the pandemic. Oil demand rebounded in the second half of 2020, and prices increased in 2021 and 2022, decreased in 2023 and2023, increased slightly in 2024.2024 and decreased in 2025. Crude oil prices increased sharply above $100 per barrel in connection with Middle East hostilities in March 2026. The NYMEX crude oil spot prices per Bbl were $71.72$57.42 and $71.65$71.72 as of December 31, 20242025 and December 30, 2023,2024, respectively. As of March 25, 2025,2026, the price was $69.00$90.32 per Bbl. Prices have been volatile, driven by ongoing geopolitical tensions. The Trust cannot predict the timing or the duration of any economic cycle or other adverse events and, depending on the prices realized, the financial condition of the Trust could be materially adversely affected. When natural gas prices decline, the Trust is affected in two ways. First, net royalties are reduced. Second, exploration and development activity on the underlying properties may decline as some projects may become uneconomic and are either delayed or eliminated. The volatility of energy prices reduces the predictability of future cash distributions to unitholders. Based on information provided by the Working Interest Owners, natural gas and natural gas liquids produced from the Royalty Properties may be sold under short-term or multi-month contracts or on the spot market. Depending on the contractual arrangements and pricing applicable to production by the Working Interest Owners, the Trust may not benefit from increases in commodity prices as reported on the spot markets.

Reworded

Natural gas prices have been historically volatile and fell sharply during the pandemic. During the five years prior to December 31, 2024,2025, Henry Hub natural gas prices have ranged from a high of $23.86 per MMBtu in 2021 to a low of $1.21 per MMBtu in 2024. Eliminating the unusually high prices in 2021 which were due to extreme winter weather, the natural gas prices ranged from a high of $9.85$9.86 per MMBtu in 20222025 to a low of $1.21 per MMBtu in 2024. On December 31, 2024,2025, the Henry Hub Natural Gas Spot Price was $3.40$4.00 per MMBtu. The spike in price on January 17, 2025 to $9.86 per MMBtu was due to extremely cold weather throughout both the northern and southern states, including widespread snow in the south, thus increasing demand. Increases in natural gas prices in 2025 were driven by stronger demand both at home and globally. Declines in natural gas prices may be caused by many factors, including increases in natural gas production and reserves from unconventional (shale) reservoirs, without an offsetting increase in demand. Any increase in natural gas production could cause the prices for natural gas to fall to lower levels. If prices for natural gas remain depressed for lengthy periods, the Trustee may be required to write down the value of the Trust’s oil and gas properties. In addition, sustained low prices for gas will negatively impact the value of the Trust’s estimated reserves and reduce Net Proceeds and the amount of cash the Trustee would otherwise have available to pay cash distributions to unitholders.

Reworded

Natural gas and natural gas liquids produced from the Royalty Properties may be sold by the Working Interest Owners on the spot market or at prices determined by contract, including at fixed or variable prices. To the extent prices are determined by fixed price contracts, any increases in spot prices may not result in a corresponding increase in Net Proceeds received by the Trust or in the amount of cash available to pay cash distributions to unitholders. Depending on the contractual arrangements and pricing applicable to production by the Working Interest Owners, the Trust may not benefit from increases in commodity prices as reported on the spot markets.

Added

The Net Proceeds payable to the Trust are derived from the sale of depleting assets. Accordingly, the portion of the distributions to unitholders attributable to depletion may be considered a return of capital.

Reworded

The Net Proceeds payable to the Trust are derived from the sale of depleting assets. Accordingly, the portion of the distributions to unitholders attributable to depletion may be considered a return of capital. Future maintenance and development projects on the Royalty Properties will affect the quantity of proved reserves. The timing and size of any such projects will depend on the market prices of natural gas, and, if undertaken, such projects will result in added costs that will reduce Net Proceeds payable to the Trust. If the Working Interest Owners do not implement additional maintenance and development projects, the future rate of production decline of proved reserves may be higher than the rate currently expected by the Trust. For federal income tax purposes, depletion is reflected as a deduction. Please see the section entitled “Business — Description of the Units — Federal Income Tax Matters” under Item 1 of this Form 10-K.

Reworded

The quantities of reserves attributable to the Royalty Properties and the Royalty interest decreasedincreased in 20242025 and may decrease in the future as a result of decreases in the price of oil, natural gas or natural gas liquids or other factors.

Removed

Based on the reserve report from Miller and Lents, a portion of the Royalty Properties from which the Trust derives its income are currently not profitable due to factors such as declining production, low commodity prices and high operating costs. According to reserve estimates prepared by Miller and Lents, volumes from certain Royalty Properties are not currently profitable enough to generate future Net Proceeds to the Trust, based on the assumptions made and the methodologies used. For these properties, declining well performance coupled with low prices has rendered these wells uneconomic. If these conditions persist or worsen, the Working Interest Owners may reduce production, shut in wells, or cease operations altogether, which would adversely affect the Trust’s royalty income and make the Trust solely dependent on the profitable Royalty Properties. See “Business — Description of Royalty Properties — Reserves” contained in Item 1 of this Form 10-K.

Reworded

Neither the Trustee nor the unitholders can influence or control the operation or future development of the underlying properties. The Royalty Properties are owned by the Working Interest Owners, who are independent from the Trust. The Working Interest Owners manage the underlying properties and handle receipt and payment of funds relating to the Royalty Properties and payments to the Trust for the Royalty. Additionally, the Working Interest Owners have the ability to enter into contractual arrangements at their discretion that may not be advantageous to the Trust, depending on future commodity pricing. For example, Simcoe previously informed the Trustee that some of the natural gas produced from the San Juan Basin — Colorado Properties iswas being sold pursuant to fixed price contracts. To the extent prices are determined by fixed price contracts, any increases in spot prices may not result in a corresponding increase in Net Proceeds received by the Trust or in the amount of cash available to pay cash distributions to unitholders.

Reworded

The Trustee relies upon the Working InterestsInterest Owners for information regarding the Royalty Properties.

Reworded

Under the terms of the Trust Indenture, the Trustee is entitled to rely, and in fact relies,relies on certain experts in good faith. This reliance includes the use of an independent petroleum engineering consultant to prepare estimates of net proved reserves attributable to the Trust. This independent petroleum engineering consultant in turn relies on information provided to it by the Working Interest Owners. While the Trustee has no reason to believe its reliance on experts is unreasonable, this reliance on experts and limited access to information may be viewed as a weakness as compared to the management and oversight of entity forms other than trusts.

Reworded

Warfare, terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as military or political actions taken in response, cause instability in the global financial and energy markets. Terrorism and sustained military campaigns, including political turmoil, warfare or continuing attacks in Ukraine and in the Middle East, such as the recent closure of the Strait of Hormuz and recent hostilities in the Middle East region, could adversely affect Trust distributions or the market price of the units in unpredictable ways, including through inflationary pressures, the disruption of supply chains and markets, increased volatility in natural gas prices, or the possibility that the infrastructure on which the operators developing the underlying properties rely could be a direct target or an indirect casualty of a cyber-attack or an act of terror. Political and military events in Ukraine, the Middle East and other countries, including warfare between Ukraine and Russia, hostilities and geopolitical risk in the Middle East and global trading sanctions and tariffs may also have an adverse impact on Trust distributions or the market price of the units and may negatively affect our results of operations.

Reworded

There is inherent risk of environmental costs and liabilities in the oil and gas business as a result of the handling of petroleum hydrocarbons and oilfield and industrial wastes, air emissions and wastewater discharges related to current operations as well as historical industry operations and waste disposal practices. Some environmental laws and regulations may impose strict liability,liability which means that in some situations,situations the Working Interest Owners could be exposed to liability as a result of conduct that was without fault or lawful at the time it occurred or as a result of the conduct of, or conditions caused by, prior operators or other third parties. Clean-up costs and other damages arising as a result of environmental laws and costs associated with changes in environmental laws and regulations could be substantial and could have a material adverse effect on Trust distributions.

Reworded

Each Working Interest Owner has its own system of tracking revenues and expenses related to production from its respective Royalty Properties. From time to time, the Working InterestsInterest Owners may not be in a position to ascertain actual revenue or expense amounts for a given period due to technological factors or because of a transition period in which a new Working Interest Owner begins operating a Royalty Property. During periods in which actual revenue or expense amounts cannot be ascertained, the Working Interest Owners may instead calculate amounts due to the Trust based on estimated revenue or expense amounts using historical data. Such estimates may be materially inaccurate and result in overpayments or underpayments to the Trust during a given period. The amounts of Net Proceeds reported by a Working Interest Owner for any period may not be representative of Net Proceeds that will be received by the Trust in future periods. Net Proceeds received by the Trust are subject to significant variability from period to period.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
1reworded paragraphs
53 → 53words in section

The section in the latest 10-Q reads in full:

For a discussion of the Trust’s potential risks and uncertainties, please see “Risk Factors” in Part I, Item 1A of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025. During the quarter ended June 30, 2026, there was no material change in such risk factors.

Full comparison: every changed paragraph (1)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

For a discussion of the Trust’s potential risks and uncertainties, please see “Risk Factors” in Part I, Item 1A of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025. During the quarter ended MarchJune 31,30, 2026, there was no material change in such risk factors.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.

MTR insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding MTR (13F)

None of the 59 investors we track reported a position in their latest 13F.

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