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

The risk factors summarized and detailed below could materially harm production from the Underlying Properties, operating results and/or the Trust’s financial condition, adversely affect proceeds to the Trust and cash distributions to Trust unitholders, and/or cause the price of the Trust units to decline. These are not all the risks the Trust faces, and other factors not presently known to the Trust or that the Trust currently believes are immaterial may also affect the Trust if they occur. Where the risk factors refer to BoazT2S, Energy,any affiliate of T2S, any successor to Boaz Energy,T2S, or any third-party operator if applicable, is included. These risks and uncertainties include, but are not limited to, the following:

Boaz Energy,T2S, any successor to Boaz Energy,T2S, or any third-party operator of any Underlying Property may abandon the property, thereby terminating the related Net Profits Interest payable to the Trust that is attributable to the abandoned property.

A bankruptcy of Boaz Energy,T2S, any successor to Boaz Energy,T2S, or any third-party operator could adversely affect the operation of the wells and the development of the proved undeveloped reserves and interrupt or decrease distributions to Trust unitholders.

An increase in the differential between the price realized by Boaz EnergyT2S or any successor to Boaz EnergyT2S for oil or natural gas produced from the Underlying Properties and the NYMEX or other benchmark price of oil or natural gas could reduce the profits to the Trust and, therefore, the cash distributions by the Trust and the value of Trust units.

The Trust is passive in nature and neither the Trust nor the Trust unitholders have any ability to influence BoazT2S Energy andor other third-party operators or control the operation or development of the Underlying Properties.

Boaz EnergyT2S may transfer all or a portion of the Underlying Properties at any time without Trust unitholder consent, subject to specified limitations.

Conflicts of interest could arise between Boaz EnergyT2S or any successor to Boaz Energy,T2S, on the one hand, and the Trust and the Trust unitholders, on the other hand.

Boaz Energy’sT2S’s or itsany successor's ability to perform its obligations to the Trust could be limited by restrictions under its debt agreements.

Trust unitholders have limited ability to enforce provisions of the Conveyance creating the Net Profits Interest, and Boaz Energy’sT2S's liability to the Trust (as well as the liability to the Trust of any successor to Boaz EnergyT2S) is limited.

BoazUstx, EnergyLLC (or any future owner of the units currently held by BoazUstx, EnergyLLC) may sell Trust units in the public or private markets, and such sales could have an adverse impact on the trading price of the Trust units.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in Boaz EnergyT2S incurring increased costs, additional operating restrictions or delays and fewer potential drilling locations.

The adoption and implementation of international, federal or state climate change legislation or regulations could result in increased operating costs for Boaz EnergyT2S (or any successor to Boaz EnergyT2S) and reduced demand for the oil, natural gas and NGLs that Boaz EnergyT2S (or any successor to Boaz EnergyT2S) produces.

The potential physical effects of climate change could disrupt production on the Underlying Properties and cause Boaz Energy,T2S, any successor to Boaz Energy,T2S, or any other third-party operators to incur significant costs, thereby reducing cash distributable to Trust unitholders.

Additional restrictions on drilling activities intended to protect certain species of wildlife may adversely affect Boaz Energy’sT2S’s and other 'operators'operators' ability to conduct drilling activities.

The business of Boaz EnergyT2S or any successor to Boaz EnergyT2S could be negatively affected by various security threats, including cybersecurity threats, and other disruptions.

political conditions in major oil producing regions, especially in the Middle East and Russia, including the conflicts between Russia and UkraineUkraine, the U.S. and Iran, and Israel and HamasIran;

In the event of a resurgence of COVID-19, the emergence of new strains or variants of COVID-19, or the occurrence of other pandemics or public health concerns, it is not possible to predict the impact such public health concern may have on global demand for oil and gas. If prices are negatively impacted in the future, it is possible Boaz EnergyT2S, or any third-party operator of the Underlying Properties could shut in or curtail production from wells on the Underlying Properties or plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices, without the consent of the Trust or the Trust unitholders. Substantial declines in and extended periods of decreased economic activity and depressed oil, natural gas and natural gas liquids prices have previously resulted in and may in future periods result in reductions in the amount of oil and natural gas that is economic to produce from the Underlying Properties, reduced net proceeds to which the Trust is entitled, and elimination of cash available for distribution to Trust unitholders for an unknown period of time.

Recovery of proved undeveloped reserves and the development of proved developed non-producing reserves requires capital expenditures and successful drilling operations by Boaz Energy (including any successor to Boaz Energy)T2S and other third-party operators of the Underlying Properties. The reserve data included in the reserve report of Boaz Energy’sT2S's independent petroleum engineer assumes a certain amount of capital expenditures will be made to develop such reserves. The Net Profits Interest bears its proportionate share of these capital expenditures. However, the development of such reserves has in the past and may in the future take longer and may require higher levels of capital expenditures than anticipated. Delays in the development of the reserves, increases in drilling and development costs (including expenses related to secondary and tertiary recovery techniques) of such reserves or decreases or continued volatility in commodity prices will reduce the future net revenues of the estimated proved undeveloped reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves have caused, and could forcefurther Boazcause, EnergyT2S (or any successor to Boaz EnergyT2S) to reclassify certain of the proved reserves as unproved reserves. T2S has no plans for any capital projects in 2026 and may continue to delay any capital projects beyond 2026.

In addition, the process of developing oil and natural gas wells and producing oil and natural gas on the Underlying Properties is subject to numerous risks beyond Boaz Energy’sT2S’s control, (or the control of any successor to Boaz EnergyT2S), including risks that could delay Boaz Energy’s,T2S’s, any successor to Boaz Energy’s,T2S’s, or any third-party operators’ current drilling or production schedule and the risk that drilling will not result in commercially viable oil or natural gas production. The ability of the operators to carry out operations or to finance planned development expenses could be materially and adversely affected by any factor that may curtail, delay, reduce or cancel development and production, including:

In the event that planned operations by Boaz EnergyT2S or other operators, including drilling of development wells, are delayed or cancelled, or existing wells or development wells have lower than anticipated production due to one or more of the factors above or for any other reason, estimated future distributions to Trust unitholders may be reduced. In the event an operator incurs increased costs due to one or more of the above factors or for any other reason and is not able to recover such costs from insurance, the estimated future distributions to Trust unitholders may be reduced.

The marketing of oil and natural gas production depends in large part on the capacity and availability of gathering systems and other pipelines, trucks, storage facilities and other transportation, processing and refining facilities. If these facilities are unavailable on commercially reasonable terms or otherwise, production from the Underlying Properties could be shut in or Boaz EnergyT2S or the third-party operators could be required to delay or discontinue drilling plans and commercial production. Boaz EnergyT2S relies (and expects to rely in the future) on facilities developed and owned by third parties in order to transport, store, process and sell the oil and natural gas production from the Underlying Properties. Boaz Energy’sT2S's (or any successor to Boaz Energy'sT2S's) plan to develop and sell its oil and natural gas could be materially and adversely affected by the inability or unwillingness of third parties to provide sufficient facilities and services to Boaz EnergyT2S on commercially reasonable terms, or otherwise. Further, any successor to Boaz Energy could significantly revise the plans of Boaz Energy with respect to the development and sales of oil and natural gas.

The amount of oil and natural gas that can be produced and sold from a well is subject to limitation in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, failure of tendered oil and natural gas to meet quality specifications of gathering lines or downstream transporters, excessive pressure, damage to the gathering, transportation, refining or processing facilities or lack of capacity at such facilities. Increases in activity in the Permian Basin could, in the future, contribute to bottlenecks in processing and transportation that could negatively affect the production, transportation and sale of oil and natural gas from the Underlying Properties, and these adverse effects could be disproportionately severe compared to more geographically diverse operations. If Boaz Energy,T2S, any successor to Boaz Energy,T2S, or the third-party operators are forced to reduce production due to such a curtailment, the revenues of the Trust and the amount of cash distributions to the Trust unitholders would similarly be reduced due to the reduction of profits from the sale of production.

Boaz Energy,T2S, any successor to Boaz Energy,T2S, or any third-party operator of any Underlying Property may abandon the property, thereby terminating the related Net Profits Interest payable to the Trust that is attributable to the abandoned property.

Boaz Energy,T2S, any successor to Boaz Energy,T2S, or any third-party operator 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 plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Boaz EnergyT2S or any other operator may abandon any well or property without the consent of the Trust or the Trust unitholders 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. The Underlying Properties are sensitive to decreasing commodity prices. The commodity price sensitivity is due to a variety of factors that vary from well to well, including the costs associated with water handling and disposal, chemicals, surface equipment maintenance, downhole casing repairs and reservoir pressure maintenance activities that are necessary to maintain production. As a result, the volatility of commodity prices may cause the expenses of certain wells to exceed the well’s revenue. If this scenario occurs, Boaz Energy,T2S, its successor, or any third-party operator may decide to shut-in the well or plug and abandon the well. This could reduce future cash distributions to Trust unitholders.

Similarly, the concentration of the Underlying Properties within the Permian Basin exposes the Trust to risks, which could adversely affect development activities or production relating to such formations. In addition, in areas where exploration and production activities are increasing, Boaz EnergyT2S and any successor to Boaz EnergyT2S could be subject to increasing competition for drilling rigs, equipment, services, supplies and qualified personnel, which may lead to periodic shortages or delays. The curtailments arising from these and similar circumstances may last from a few days to several months, and in many cases, Boaz EnergyT2S and any successor to Boaz EnergyT2S may be provided only limited, if any, notice as to when such circumstances will arise and their duration.

A bankruptcy of BoazT2S Energy,, any successor to Boaz Energy,T2S, or any third-party operator could adversely affect the operation of the wells and the development of the proved undeveloped reserves and interrupt or decrease distributions to Trust unitholders.

The value of the Net Profits Interest and the Trust’s ultimate cash available for distribution are highly dependent on Boaz Energy’sT2S’s financial condition, (and the financial condition of any successor to Boaz EnergyT2S). Neither Boaz EnergyT2S nor any other operator of the Underlying Properties has agreed with the Trust to maintain a certain net worth or to be restricted by other similar covenants. In addition, BoazT2S's Energyaffiliate, Ustx LLC, is not required to retain ownership of its Trust units and may sell such units or distribute such units, or the proceeds from the sale thereof, to its owners. The ability to develop and operate the Underlying Properties depends on Boaz Energy’sT2S’s or any successor’s future financial condition and economic performance and access to capital, which in turn will depend upon the supply of and demand for oil and natural gas, prevailing economic conditions and financial, business and other factors, many of which are beyond the control of Boaz Energy.T2S.

The bankruptcy of Boaz Energy,T2S, any successor to Boaz EnergyT2S or any third-party operator of the Underlying Properties could impede the operation of the wells and the development of the proved undeveloped reserves and decrease distributions to the Trust unitholders. For example:

The working interest owners in the affected properties may have to seek a new party to perform the development and the operations of the affected wells. The right to replace an operator would be subject to the terms of any joint operating agreement, and the exercise thereof could be subject to the automatic stay in the operator’s bankruptcy case. Boaz EnergyT2S or any successor to Boaz EnergyT2S or the other working interest owners may not be able to find a replacement operator, and they may not be able to enter into a new agreement with such replacement party on favorable terms within a reasonable period of time.

The payment of any accrued but unpaid oil and natural gas revenues payable on the Net Profits Interest at the time of a bankruptcy case filing by Boaz Energy,T2S, any successor to Boaz Energy,T2S, or another operator could be delayed or such amounts may be misapplied or not paid to the Trust at all, which would result in a general unsecured claim in favor the Trust against Boaz Energy’sT2S’s (or the applicable operator’s) bankruptcy estate. There is no certainty that such unsecured claim would receive a distribution from the bankruptcy estate.

Executory contracts to which Boaz Energy,T2S, any successor to Boaz EnergyT2S or another operator is party (including midstream and transportation contracts) would be subject to possible rejection in the bankruptcy case, which would result in a loss of access to the service provided by the counterparty to such contracts.

Boaz EnergyT2S is not a reporting company and is not required to file periodic reports with the SEC pursuant to the Exchange Act. Therefore, Trust unitholders do not have access to financial information about Boaz Energy.T2S.

Maintenance projects on the Underlying Properties have affected and will likely continue to affect the quantity of proved reserves that can be economically produced from wells on the Underlying Properties. The timing and size of these maintenance projects will depend on, among other factors, the market prices of oil and natural gas. Neither Boaz EnergyT2S nor any successor to Boaz EnergyT2S is under contractual obligation to develop or otherwise pay maintenance or other development expenses on the Underlying Properties in the future. Furthermore, with respect to properties for which Boaz EnergyT2S or any successor to Boaz EnergyT2S is not designated as the operator, Boaz EnergyT2S has (and any successor will have) limited control over the timing or amount of those maintenance projects and other development expenses. Boaz Energy alsohad prior to March 31, 2025, and T2S has (on and anyafter successorMarch will31, have)2025, the right to non-consent and not participate in maintenance projects and other development activities on properties for which it is not the operator, in which case Boaz EnergyT2S and the Trust will not receive the production resulting from such maintenance projects and other development expenses until after payout occurs pursuant to the applicable joint operating agreement. If Boaz Energy,T2S, any successor to Boaz Energy,T2S, or any third-party operator does not implement maintenance projects when warranted, the future rate of production decline of proved reserves may be higher than the rate currently expected by Boaz EnergyT2S or estimated in reserve reports. Furthermore, the Trust is not permitted to acquire other oil and natural gas properties or net profits interests to replace the depleting assets and production attributable to the Net Profits Interest.

The Trustee reviews the Trust’s Net Profits Interest in oil and natural gas properties for impairment annually and whenever events or circumstances indicate that the carrying value of the Net Profits Interest may not be recoverable. In the event of material revisions, the Trustee reviews the impact of these revisions on the amortization of Trust Units and impairment estimates. During 2024, a material revision was made to reserves resulting in the additional recognition of amortization of Trust Units. The Trust recognized $3,496,231 of amortization of Trust Units for the year ended December 31, 2024. There was no impairment present for the year ended December 31, 2024, after revisions to undiscounted cash flows. In general, neither the Trustee nor Boaz EnergyT2S view temporarily low prices as an indication of impairment. The markets for crude oil and natural gas have a history of significant price volatility and though prices will occasionally drop significantly, industry prices over the long term will continue to be driven by market supply and demand. IfWhen events and circumstances indicate that the carrying value may not be recoverable, the Trustee would useuses the estimated undiscounted future net cash flows from the Net Profits Interest to evaluate the recoverability of the Trust assets. IfWhen the undiscounted future net cash flows from the Net Profits Interest are less than the Net Profits Interest carrying value, the Trust would recognizerecognizes an impairment loss for the difference between the Net Profits Interest carrying value and the estimated fair value of the Net Profits Interest. The determination as to whether the Net Profits Interest is impaired is based on the best information available to the Trustee at the time of the evaluation, including information provided by Boaz EnergyT2S such as estimates of future production and development and operating expenses.

An increase in the differential between the price realized by Boaz EnergyT2S or any successor to Boaz EnergyT2S for oil or natural gas produced from the Underlying Properties and the NYMEX or other benchmark price of oil or natural gas could reduce the profits to the Trust and, therefore, the cash distributions by the Trust and the value of Trust units.

The prices received forby Boaz Energy’sEnergy or T2S, as applicable, for their respective oil and natural gas production have generally been lower than the relevant benchmark prices, such as NYMEX. The difference between the price received and the benchmark price is called a basis differential. The differential may vary significantly due to market conditions, the quality and location of production and other factors, including a regional oversupply of oil in the Permian Basin due to take-away constraints. Boaz EnergyT2S cannot accurately predict oil or natural gas differentials in the future. Increases in the differential between the realized price of oil and natural gas and the benchmark price for oil and natural gas could reduce the profits to the Trust, the cash distributions by the Trust and the value of the Trust units.

A significant portion of the future production from the Underlying Properties will be associated with secondary recovery projects that are in the early or intermediate stage of implementation. As a result, there can be no assurance that these operations will perform as expected or consistently with the analogous secondary recovery operations used by Boaz EnergyT2S or any successor to Boaz EnergyT2S in establishing its reserve and production estimates. As secondary recovery techniques such as waterflooding are used, the amount of oil recovered is expected to first increase as a result of such techniques and then will begin to decline over the long term. Risks associated with secondary recovery techniques include, but are not limited to, the following:

Boaz Energy acquired the Underlying Properties through various acquisitions since October 2013. T2S acquired the underlying Properties from Boaz Energy on March 31,2025. The existence of a material title deficiency with respect to the Underlying Properties could reduce the value of a property or render it worthless, thus adversely affecting the Net Profits Interest and the distributions to Trust unitholders. Neither Boaz Energy doesnor notT2S obtainobtained title insurance covering mineral leaseholds, and Boaz Energy’s, T2S's, or any successor to Boaz Energy’s,T2S’s, failure to cure any title defects may cause Boaz EnergyT2S or any successor to Boaz EnergyT2S to lose its rights to production from the Underlying Properties. In the event of any such material title problem, profits available for distribution to Trust unitholders and the value of the Trust units may be reduced.

Boaz EnergyT2S maintains insurance coverage against potential losses that it believes is customary in its industry. Boaz EnergyT2S is not required to maintain any minimum levels of insurance and its ability to maintain any such coverages will depend on conditions in the insurance markets among other factors beyond Boaz Energy’sT2S’s control. In addition, Boaz Energy’sT2S's general liability insurance and excess liability policies do not provide coverage with respect to legal and contractual liabilities of the Trust, and the Trust does not maintain such coverage since it is passive in nature and does not have any ability to influence Boaz EnergyT2S or control the operations or development of the Underlying Properties. Boaz EnergyT2S does not currently have any insurance policies in effect that are intended to provide coverage for losses solely related to waterflooding or other completion operations. These policies may not cover fines, penalties or costs and expenses related to government-mandated remediation of pollution. In addition, these policies do not provide coverage for all liabilities, and Boaz EnergyT2S cannot assure you that the insurance coverage will be adequate to cover claims that may arise, including due to potential effects of climate change, or that Boaz EnergyT2S will be able to maintain adequate insurance at rates it considers reasonable. The occurrence of an event not fully covered by insurance could result in a significant decrease in the amount of cash available for distribution by the Trust. The Trust does not know whether any successor to Boaz Energy will maintain insurance coverage against potential losses.

The Trust is passive in nature and neither the Trust nor the Trust unitholders have any ability to influence Boaz EnergyT2S and other third-party operators or control the operation or development of the Underlying Properties.

The Trust units are a passive investment that entitle the Trust unitholder to only receive cash distributions from the Net Profits Interest conveyed to the Trust. Trust unitholders have no voting rights with respect to Boaz EnergyT2S or any successor to Boaz EnergyT2S and, therefore, have no managerial, contractual or other ability to influence Boaz Energy’s,T2S’s, its successor’s, or other third-party operators’ activities or the operations of the Underlying Properties. Boaz EnergyT2S operated approximately 80%82% of the production from the Underlying Properties as of December 31, 2024,2025, and is generally responsible for making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and other matters that affect such properties. Boaz EnergyT2S or any successor to Boaz EnergyT2S may take actions that are in its own interest that may be different from the interests of the Trust. The failure of Boaz EnergyT2S or any successor to Boaz EnergyT2S or any other third-party operator to conduct its operations, discharge its obligations and comply with regulatory requirements could have an adverse effect on the net profits payable to the Trust.

Boaz EnergyT2S may transfer all or a portion of the Underlying Properties at any time without Trust unitholder consent, subject to specified limitations.

Boaz EnergyT2S or any successor to Boaz EnergyT2S may at any time transfer all or part of the Underlying Properties, subject to and burdened by the Net Profits Interest, and may abandon its interest in any individual wells or properties if Boaz EnergyT2S or any successor to Boaz Energy,T2S, acting as a reasonable and prudent operator, believes a well or property has ceased to produce or is not capable of producing in commercially paying quantities. Trust unitholders are not entitled to vote on any transfer or abandonment of the Underlying Properties, and the Trust will not receive any profits from any such transfer, except in the limited circumstances when the Net Profits Interest is released in connection with such transfer, in which case the Trust will receive an amount equal to the fair value (net of sales costs) of the Net Profits Interest released. Following any sale or transfer of any of the Underlying Properties, if the Net Profits Interest is not released in connection with such sale or transfer, the Net Profits Interest would continue to burden the transferred property and net profits attributable to such property would continue to be calculated as part of the computation of net profits. Boaz EnergyT2S or any successor to Boaz EnergyT2S may assign to the transferee responsibility for all of Boaz Energy’sT2S’s obligations relating to the Net Profits Interest on the portion of the Underlying Properties transferred. AT2S may not pursue development projects to the same extent as Boaz Energy, if at all. Further, any transferee of the Underlying Properties may operate the Underlying Properties differently than Boaz EnergyT2S, and may determine not to pursue development projects to the same extent as BoazT2S, Energy or any successor to Boaz Energy, orif at all.

In addition, Boaz EnergyT2S or any successor to Boaz EnergyT2S may, without the consent of the Trust unitholders, require the Trust to release the Net Profits Interest associated with the sale of any interest in the Underlying Properties that accounted for no more than 1.0% of the total production from the Underlying Properties in the prior 12 months, provided that Boaz EnergyT2S or any successor to Boaz EnergyT2S may not require the release during any 365-day period of portions of the Net Profits Interest having an aggregate fair value to the Trust of greater than $500,000 (a “Qualified De Minimis Sale”). These releases will be made only in connection with a sale by Boaz EnergyT2S or any successor to Boaz EnergyT2S of the relevant Underlying Properties and the Trust will receive an amount equal to the fair value (net of sales costs) of the Net Profits Interest released.

In addition, Boaz EnergyT2S or any successor to Boaz EnergyT2S may cause the Trustee to (i) sell all or any part of the Trust estate, including all or any portion of the Net Profits Interest or (ii) release any portion of the Net Profits Interest in connection with the sale, free from and unburdened by the Net Profits Interest, by Boaz EnergyT2S and/or its affiliates or any successor to Boaz EnergyT2S of a divided or undivided portion of their interests in the Underlying Properties, if approved by Trust unitholders holding at least 75% of the outstanding Trust units, provided that, after December 31, 2024,2025, such a sale or release shall require approval of a majority of the outstanding Trust units if Boaz EnergyT2S and its affiliates (or any successor to Boaz EnergyT2S) own less than 25% of the outstanding Trust units. The net proceeds of any such sale or the consideration received in respect of such release, as applicable, shall be distributed to the Trust unitholders in the manner approved by the Trust unitholders at such meeting.

Boaz EnergyT2S may also enter into farm-out, operating, participation and other similar agreements to develop the property without the consent or approval of the Trustee or any Trust unitholder.

Conflicts of interest could arise between Boaz EnergyT2S or any successor to Boaz Energy,T2S, on the one hand, and the Trust and the Trust unitholders, on the other hand.

As working interest owners in, and the operator of substantially all of the production from the Underlying Properties, Boaz EnergyT2S and its related parties or any successor to Boaz EnergyT2S could have interests that conflict with the interests of the Trust and the Trust unitholders. For example:

Boaz Energy’sT2S’s or its successor’s interests may conflict with those of the Trust and the Trust unitholders in situations involving the development, maintenance, operation or abandonment of certain wells on the Underlying Properties for which Boaz EnergyT2S or any successor to Boaz EnergyT2S acts as the operator. Boaz EnergyT2S or any successor to Boaz EnergyT2S may also make decisions with respect to development expenses that adversely affect the Underlying Properties. These decisions include not incurring or reducing development expenses on properties for which Boaz EnergyT2S or any successor to Boaz EnergyT2S acts as the operator, which could cause the Trust to not achieve the production growth projected in the reserve report or could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions by the Trust in the future.

Boaz EnergyT2S or any successor to Boaz EnergyT2S may sell some or all of the Underlying Properties without taking into consideration the interests of the Trust unitholders. Such sales may not be in the best interests of the Trust unitholders. These purchasers may lack Boaz Energy’sT2S’s experience or its credit worthiness. Boaz EnergyT2S also has the right, under certain circumstances, to cause the Trust to release all or a portion of the Net Profits Interest in connection with a sale of a portion of the Underlying Properties to which such Net Profits Interest relates. In such an event, the Trust is entitled to receive the fair value (net of sales costs) of the Net Profits Interest released.

Boaz EnergyT2S or any successor to Boaz EnergyT2S may sell some or all of the Underlying Properties without taking into consideration the interests of the Trust unitholders. Boaz is currently party to a Purchaseunitholders, and Salesuch Agreementsales wherebymay not be in the best interest of the Trust unitholders. In 2025, the previous operator, Boaz Energy will sell,sold, among other things, all of its interests in the Underlying Properties to T2S. T2S Permian Acquisition II LLC (“T2S Permian”). Assuming closing conditions under the Purchase and Sale Agreement are satisfied, the transaction may close as soon as March 31, 2025. Such sales may not be in the best interests of the Trust unitholders. These purchasers may lack Boaz Energy’s experience or its credit worthiness. Boaz Energy also has the right, under certain circumstances, to cause the Trust to release all or a portion of the Net Profits Interest in connection with a sale of a portion of the Underlying Properties to which such Net Profits Interest relates. In such an event, the Trust is entitled to receive the fair value (net of sales costs) of the Net Profits Interest released. Boaz EnergyT2S and its affiliates have registration rights and can sell Trust units without considering the effects such sale may have on Trust unit prices or on the Trust itself. Additionally, Boaz EnergyT2S and its affiliates can vote their Trust units in their sole discretion without considering the interests of the other Trust unitholders. Boaz EnergyT2S is not a fiduciary with respect to the Trust unitholders or the Trust and does not owe any fiduciary duties to the Trust unitholders or the Trust. Similarly, any successor to Boaz Energy (including T2S Permian, if the transaction under the Purchase and Sale Agreement between Boaz Energy and T2S Permian proceeds to closing), will not owe any fiduciary duties to the Trust unitholders or the Trust.

Boaz EnergyT2S owns and operates oil and natural gas properties that are not included in the Underlying Properties. As a result, Boaz Energy’sT2S’s management team may dedicate their time and effort to the management of these other properties. Additionally, Boaz EnergyT2S is under no obligation to dedicate financial resources to the Underlying Properties and may decide to direct capital expenditures to these other properties. The same will apply to any successor to Boaz Energy.T2S.

The affairs of the Trust are managed by the Trustee. The voting rights of Trust unitholders are more limited than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of Trust unitholders or for an annual or other periodic re-election of the Trustee, and the Trust does not intend to hold annual meetings of Trust unitholders. The Trust Agreement provides that the Trustee may only be removed and replaced by the holders of a majority of the Trust units present in person or by proxy at a meeting of such holders where a quorum is present, including Trust units held by Boazby EnergyUstx, orLLC, anyan successoraffiliate toof Boaz Energy,T2S, called by either the Trustee or the holders of not less than 10% of the outstanding Trust units. As a result, it will be difficult for public Trust unitholders to remove or replace the Trustee without the cooperation of Boaz EnergyT2S so long as itT2S affiliate Ustx, LLC holds a significant percentage of total Trust units. On the other hand, the Trustee is entitled to resign, in which case a successor trustee would need to be appointed either at a special meeting of the unitholders or by action of a court.

Boaz Energy’sT2S’s or its successor’s ability to perform its obligations to the Trust could be limited by restrictions under its debt agreements.

Boaz EnergyT2S has various contractual obligations to the Trust under the Trust Agreement and Conveyance. Restrictions under Boaz Energy’sT2S’s debt agreements,agreements includingmay include certain covenants, financial ratios and tests, which could impair itsT2S's ability to fulfill its obligations to the Trust. TheAny requirement that Boaz EnergyT2S comply with these restrictive covenants and financial ratios and tests may materially adversely affect its ability to react to changes in market conditions, take advantage of business opportunities it believes to be desirable, obtain future financing, fund needed capital expenditures or withstand a continuing or future downturn in its business which may, in turn, impair Boaz Energy’sT2S’s operations and its ability to perform its obligations to the Trust under the Trust Agreement and Conveyance. If Boaz EnergyT2S is unable to perform its obligations to the Trust under the Trust Agreement or Conveyance, it could have a material adverse effect on the Trust. The same risk will apply any successor to Boaz Energy.T2S.

Trust unitholders have limited ability to enforce provisions of the Conveyance creating the Net Profits Interest, and Boaz Energy’sT2S’s and any successor’s liability to the Trust is limited.

The Trustee has the power and authority to cause the Trust to sue Boaz EnergyEnergy, T2S, or any other future owner of the Underlying Properties to enforce the terms of the Conveyance creating the Net Profits Interest. If the Trustee does not take appropriate action to cause the Trust to enforce provisions of the Conveyance, Trust unitholders’ recourse would likely be limited to bringing a lawsuit against the Trustee to compel the Trustee to take specified actions or, subject to any restrictions in the governing instrument to the Trust, to bring a derivative action seeking authority to bring an action in the name of the Trust to enforce provisions of the Conveyance. As a result, Trust unitholders will not be able to sue Boaz EnergyEnergy, T2S, or any future owner of the Underlying Properties to enforce these rights. However, such limitations do not apply to or otherwise limit any claims that the Trust unitholders may have under the federal securities laws. Furthermore, the Conveyance provides that, except as set forth in the Conveyance, neither Boaz Energy nor any successor to Boaz EnergyT2S is 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. Further, the Trust Agreement provides that, to the fullest extent permitted by law, Boaz EnergyT2S (and any successor to Boaz EnergyT2S) shall not be subject to fiduciary duties or be liable under conflicts of interest principles.