SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 1, 2020

BP PRUDHOE BAY ROYALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (713) 483-6060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On July 6, 2020, BP Prudhoe Bay Royalty Trust issued a press release announcing no quarterly unit payment to unitholders of record on July 17, 2020 of BP Prudhoe Bay Royalty Trust. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Report on Form 8-K is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 8 – OTHER EVENTS

On July 1, 2020, BP plc announced the completion of the “upstream” part of its planned $5.6 billion sale of assets and operations in Alaska to Hilcorp Alaska, including the transfer of leases in the Prudhoe Bay oil field and Point Thomson gas field. The completed portion of the sale also includes the previously announced acquisition by Hilcorp Alaska of BP’s interest in BP Exploration (Alaska) Inc. (“BPXA”), that owns all of BP’s upstream oil and gas interest in Alaska (including oil and gas leases in the Prudhoe Bay field). The sale involving BP’s “midstream” assets, including its interest in the Trans Alaska Pipeline System (TAPS), remains subject to Alaska state regulatory review, which is expected to be completed in September 2020. On July 1, 2020, BPXA, a Delaware corporation, converted to a Delaware limited liability company and changed its name to “Hilcorp North Slope, LLC”.

A copy of BP’s press release is attached to this report as Exhibit 99.2 and is incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits:

SIGNATURE

Pursuant to the requirements 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: July 6, 2020

2