SJT San Juan Basin Royalty Trust

UNITED STATES

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): February 15, 2024

San Juan Basin Royalty Trust

(Exact name of registrant as specified in its charter)

Argent Trust Company

3838 Oak Lawn Ave

Suite 1720

Dallas, TX 75219

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (866) 809-4553

PNC BANK, NATIONAL ASSOCIATION

PNC Asset Management Group

2200 Post Oak Blvd., Floor 18

Houston, TX 77056

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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. ☐

Effective February 15, 2024, PNC Bank, National Association (“PNC”) and Argent Trust Company (“Argent”) entered into a Trustee Succession Agreement (the “Succession Agreement”) pursuant to which PNC resigned as trustee of the San Juan Basin Royalty Trust (the “Trust”), and Argent became the successor trustee of the Trust, effective as of such date.

A copy of the Succession Agreement is filed as Exhibit 10(c) to this Current Report on Form 8-K and incorporated herein by reference. The above description of the Succession Agreement is qualified in its entirety by reference to the full text of such agreement.

Effective February 15, 2024 immediately prior to the execution of the Succession Agreement, the Trust entered into a First Amendment (the “Amendment”) to the Amended and Restated Royalty Trust Indenture dated December 12, 2007 (the “Indenture”). The Amendment amends Section 6.02 of the Indenture to clarify the meaning of “Trustee” to offer indemnification of former trustees of the Trust. The Amendment also amends Section 6.05 of the Indenture to permit a bank or trust company that meets the capital surplus and undivided profits requirements of at least $15,000,000 to serve as a successor trustee of the Trust. Both amendments to the Indenture set forth in the Amendment were approved by unit holders of the Trust at a special meeting held January 16, 2024.

A copy of the Amendment is filed as Exhibit 4(f) to this Current Report on Form 8-K and incorporated herein by reference. The above description of the Amendment is qualified in its entirety by reference to the full text of such Amendment.

On February 15, 2024, the Trust issued a press release confirming that the resignation of PNC as trustee and appointment of Argent as successor trustee were effective as of such date.

A copy of the press release issued by the Trust relating to the foregoing is attached as Exhibit 99.1 and is herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 4(f)

SAN JUAN BASIN

FIRST AMENDMENT TO THE

AMENDED AND RESTATED ROYALTY TRUST INDENTURE

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED ROYALTY TRUST INDENTURE (this “Amendment”) shall be effective as of February 15, 2024.

RECITALS

A. The San Juan Basin Royalty Trust (the “Trust”) is held under the Amended and Restated Royalty Trust Indenture made effective as of December 12, 2007 (the “Indenture”). Any capitalized term used in this Amendment that is not otherwise defined in this Amendment shall have the meaning set forth in the Indenture.

B. Section 10.02 of the Indenture provides that amendments to the provisions of the Indenture that are not prohibited by Section 10.01 of the Indenture “may be made by a vote of the Unit Holders present or represented at a meeting held in accordance with the requirements of Article VIII; provided that no amendment shall be effective without the express written approval of the Trustee.”

C. On January 16, 2024, PNC Bank, National Association, as Trustee of the Trust, held a special meeting of Unit Holders, at which the Unit Holders voted to amend certain provisions of the Indenture as provided below in this Amendment and appoint ARGENT TRUST COMPANY as the successor Trustee of the Trust effective after the adoption of this Amendment.

D. The Certificate attached to this Amendment shall serve as Trustee’s express written approval of the amendments to the Indenture.

AMENDMENT

NOW, THEREFORE, the Unit Holders hereby amend the Indenture as set forth below in accordance with Section 10.02 and Article VIII of the Indenture.

1. The text of Section 6.02 of the Indenture is hereby deleted and replaced with the following text:

“6.02. Indemnification of Trustee. The Trustee, its officers, agents and employees shall be indemnified by, and receive reimbursement from, the Trust Estate against and from any and all liability, expense, claims, damages or loss incurred by it individually or as Trustee in administration of the Trust and the Trust Estate or any part or parts thereof, including, without limitation, any liability, expense, claims, damages or loss arising out of or in connection with any liability under Environmental Laws, or the doing of any act done or performed or omission occurring on account of its being Trustee, except such liability, expense, claims, damages or loss as to which it is liable under Section 6.01(a). Trustee shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement

and for compensation to be paid to the Trustee. Except as provided in Section 4.05, neither the Trustee, nor any officer, agent or employee of the Trustee shall be entitled to any reimbursement or indemnification from any Unit Holder for any liability, expense, claims, damages or loss incurred by the Trustee or any such officer, agent or employee, their right of reimbursement and indemnification, if any, being limited solely to the Trust Estate, whether or not the Trust Estate is exhausted without full reimbursement or indemnification of the Trustee or any such officer, agent or employee. For purposes of this Section 6.02, the term ‘the Trustee’ shall include a former trustee.”

2. The text of Section 6.05 of the Indenture is hereby deleted and replaced with the following text:

“6.05. Appointment of Successor Trustee. In the event of a vacancy in the position of Trustee or if a Trustee has given notice of its intention to resign, the Unit Holders present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor Trustee. Nominees for appointment may be made by (i) the resigned or removed Trustee and (ii) any Unit Holder or Unit Holders owning at least 15% of the Units. Any such successor Trustee shall be a bank or trust company having a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $15,000,000. In the event that a vacancy in the position of Trustee continues for sixty (60) days, a successor Trustee may be appointed by any State or Federal District Court holding terms in Tarrant County, Texas, upon the application of any Unit Holder, and in the event any such application is filed, such court may appoint a temporary Trustee at any time after such application is filed with it which shall, pending the final appointment of a Trustee, have such powers and duties as the court appointing such temporary Trustee shall provide in its order of appointment, consistent with the provisions of this Indenture.

Immediately upon the appointment of any successor Trustee, all rights, titles, duties, powers and authority of the succeeded Trustee hereunder shall be vested in and undertaken by the successor Trustee which shall be entitled to receive from the Trustee which it succeeds all of the Trust Estate held by it hereunder and all records and files in connection therewith. No successor Trustee shall be obligated to examine or seek alteration of any account of any preceding Trustee, nor shall any successor Trustee be liable personally for failing to do so or for any act or omission of any preceding Trustee. The preceding sentence shall not prevent any successor Trustee or anyone else from taking any action otherwise permissible in connection with any such account.”

CERTIFICATE

The undersigned does hereby certify on behalf of PNC Bank, National Association, the Trustee of the San Juan Basin Royalty Trust (the “Trust”), that:

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date written below.

Effective: February 15, 2024

Exhibit 10(c)

TRUSTEE SUCCESSION AGREEMENT

THIS TRUSTEE SUCCESSION AGREEMENT (this “Agreement”) is made effective as of the Effective Date (as the term “Effective Date” is defined below), by and among the following parties (collectively the “Parties,” and each, a “Party”):

RECITALS

A. The San Juan Basin Royalty Trust (the “Trust”) is held under the San Juan Basin Amended and Restated Royalty Trust Indenture made effective as of December 12, 2007 (the “Indenture”). Any capitalized term used in this Agreement that is not otherwise defined in this Agreement shall have the meaning set forth in the Indenture.

B. Section 6.03 of the Indenture provides that “[t]he Trustee may resign, with or without cause, at any time by written notice to each of the then Unit Holders, given by first-class United States mail . . .” Section 6.05 of the Indenture provides that “if a Trustee has given notice of its intention to resign, the Unit Holders present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor trustee.”

C. The Trustee previously provided to each of the Unit Holders, by first-class United States mail, the Conditional Notice of Intent to Resign by the Trustee of the San Juan Basin Royalty Trust attached to this Agreement as Exhibit A (the “Resignation Notice”). The Resignation Notice provided that the Trustee’s resignation would be effective on February 15^th, 2024 (the “Effective Date”) and contingent upon (i) the Unit Holders’ appointment of ARGENT as successor trustee of the Trust and approval of any amendments to the Indenture necessary to permit ARGENT to serve as successor trustee at a meeting of the Unit Holders, subject to the terms of this Agreement and that certain Agreement of Conditional Resignation, dated September 6, 2023 (the “Prior Agreement”), (ii) satisfaction of the covenants and conditions set forth in the Prior Agreement, and (iii) the execution of this Agreement.

D. Trustee and ARGENT previously entered into the Prior Agreement. The Prior Agreement contemplated that the Unit Holders would be asked to vote (i) to appoint ARGENT as successor trustee of the Trust; (ii) to amend Section 6.02 of the Indenture to clarify that the indemnification provisions of the Indenture apply to a former trustee; and (iii) to amend Section 6.05 of the Indenture to permit a successor trustee to be a bank or trust company having a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $15,000,000 (the “Unit Holder Approval”), at a special meeting (the “Original Special Meeting”) of the Unit Holders; the Original Special Meeting was adjourned to January 16, 2024 at 10:00 AM CST and was held at 2200 Post Oak Blvd., Houston, Texas 77056 and virtually via webcast (the “Special Meeting”), subject to the terms of the Prior Agreement and this Agreement. At the Special Meeting, the Unit Holder Approval was received.

E. Trustee has expressed a desire for a judicial settlement of its accounts as trustee of the Trust to completely resolve all matters and potential controversies regarding Trustee’s administration of the Trust prior to its resignation, but is willing to forgo its right to seek a judicial review and discharge in exchange for the indemnity provided for in Section 6.02 of the Indenture (the entirety of Section 6.02 of the Indenture is referred to below as the “Existing Indemnity”).

6. Pursuant to the Resignation Notice, the Prior Agreement, and the Unit Holder Approval at the Special Meeting, the Parties have agreed to enter into this Agreement.

RESIGNATION, ACCEPTANCE, AND AGREEMENT

NOW THEREFORE, for and in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to, and take, the actions set forth below in this Agreement.

1. Trustee hereby resigns from serving as trustee of the Trust, effective as of the Effective Date.

2. ARGENT hereby accepts its appointment as successor trustee of the Trust, effective as of the Effective Date.

3. As soon as reasonably practicable after the Effective Date (but in no event later than ten (10) Business Days following the Effective Date, PNC agrees to transfer to Successor Trustee all funds held in the Trust accounts, other than a reserve of $250,000 (the “Reserve”). The Reserve shall be used to pay (a) expenses incurred by Trustee in its administration of the Trust that have not been reimbursed from the Trust Estate prior to the Effective Date, including, without limitation, expenses incurred by, but not yet billed to, Trustee in connection with this Agreement and the matters referenced in this Agreement, (b) expenses incurred by PNC to fulfill its duties under this Agreement, and (c) all compensation that Trustee is entitled to receive for its services as Trustee and as transfer agent under Section 7.01 and Schedule 2 of the Indenture that has not been paid to Trustee prior to the Effective Date. As soon as reasonably practicable after payment of the expenses and compensation referenced in the preceding sentence, but no later than sixty (60) days following the Effective Date, PNC shall deliver any remaining portion of the Reserve to Successor Trustee, together with an accounting showing the amounts utilized from the Reserve in accordance with this Section. To the extent necessary, Successor Trustee delegates to PNC the authority to manage the Reserve, including payment of expenses and compensation from the Reserve in accordance with the terms of this Agreement and the Indenture.

4. Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require to more fully and certainly vest and confirm in Successor Trustee all of the assets of the Trust Estate and all the rights, powers, privileges, immunities, indemnities, duties and obligations hereby assumed by Successor Trustee.

5. As soon as reasonably practicable after the Effective Date, Trustee agrees to deliver or cause to be delivered to Successor Trustee all of the documents or data in its possession or control listed on Exhibit B, as well as any additional documents or data in its possession or control that relate to the Trust, its assets, or its Unit Holders, including, for the avoidance of doubt, for periods predating October 1, 2021. The Parties agree that Trustee is not and shall not be required to deliver to Successor Trustee any documents protected by the attorney-client privilege, work product doctrine, or any other applicable privilege or doctrine protecting such documents.

6. Trustee agrees to forgo its right to seek a judicial review and discharge from liability relating to the administration of the Trust. Notwithstanding the foregoing, PNC and Trustee reserve the right to seek a judicial review and defend against any claim raised against it in its individual corporate capacity or in its capacity as former trustee of the Trust if required to do so by any court of competent jurisdiction.

7. Successor Trustee acknowledges that Trustee may be entitled to indemnification by, and to receive reimbursement from, the Trust Estate in accordance with the terms of the Existing Indemnity.

8. Each Party hereby agrees to execute such other instruments and documents, and give such further assurances, as are necessary to perform the obligations assumed by such Party under this Agreement; provided that each Party shall have the opportunity to review the terms of such instrument or document to ensure that the terms are reasonable and necessary to perform its obligations hereunder and under the Indenture.

9. Each Party hereby agrees that this Agreement shall be construed in accordance with the Indenture and the laws of the State of Texas, and the rights and liabilities of the Parties shall be governed by the Indenture and the laws of the State of Texas.

10. Each Party hereby agrees that this Agreement, together with the other documents referenced in this Agreement, including the Indenture, the Prior Agreement and the Resignation Notice, represents the entire agreement among the Parties with respect to the matters contemplated by this Agreement and supersedes any prior understandings among them. There are no oral or written representations, agreements, arrangements, or understandings among the Parties that relate to the matters contemplated by this Agreement, other than those referenced in this Agreement, including the Indenture, the Prior Agreement and the Resignation Notice.

11. The Parties acknowledge and agree that all of the information contained in the recitals of this Agreement is true and correct, and that the recitals of this Agreement are enforceable. In the event of a conflict between the provisions in the recitals and the other provisions of this Agreement, the other provisions of this Agreement shall control.

12. The provisions of the exhibits that are attached to this Agreement and to which reference is made in various places throughout this Agreement are incorporated by reference into this Agreement for all purposes without the necessity of repeatedly referring to such incorporation throughout this Agreement when referring to the exhibits.

13. Each Party represents and warrants that this Agreement has been duly authorized, executed and delivered on behalf of that Party and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. Further, each Party represents and agrees that (a) before executing this Agreement, such Party read this Agreement, (b) such Party has entered into this Agreement freely and voluntarily, (c) such Party desires to be bound by this Agreement, (d) such Party has fully informed itself of the terms, conditions, and effects of this Agreement, and (e) such Party has not relied on any other Party for advice regarding the consequences of this Agreement and has relied on advice of its independent counsel. Each Party specifically disclaims that the Party is relying upon or has relied upon any communications, promises, statements, inducements, or representations that may have been made, oral or written, regarding the subject matter of this Agreement other than those referenced in this Agreement, including the Indenture, the Prior Agreement and the Resignation Notice,. Each Party further agrees that, in the event of any dispute regarding this Agreement, this Agreement shall not be construed against any Party merely because of the involvement of that Party’s counsel in the preparation and negotiation of this Agreement.

14. The notice address for all purposes of this Agreement shall be as follows:

Argent Trust Company

c/o Argent Financial Group, Inc.

500 E Reynolds Drive

Ruston, LA 71270

Attn: Kyle McDonald

Email: kmcdonald@argentfinancial.com

with a copy to:

Holland & Knight LLP

1722 Routh Street, Suite 1500

Dallas, TX 75201

Attn: Amy R. Curtis

Email: amy.curtis@hklaw.com

PNC Bank, National Association

2200 Post Oak Blvd., Floor 18

Houston, TX 77056

Attn: Ross Durr

E-mail: ross.durr@pnc.com

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below, which may be in multiple counterparts, via facsimile or otherwise, each of which shall be an original of this Agreement, but all of which, taken together, shall constitute one and the same instrument made effective as of the Effective Date.

EXHIBIT B

Documents to be delivered to Successor Trustee

Exhibit 99.1

News Release

San Juan Basin Royalty Trust Confirms Resignation of PNC Bank as Trustee and Appointment of Argent Trust Company as Successor Trustee

Houston, Texas, and Dallas, Texas, February 15, 2024 – San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT) announced today that the resignation of PNC Bank (“PNC”) as Trustee of the Trust and appointment of Argent Trust Company, a Tennessee chartered trust company (“Argent”) as successor Trustee is effective as of February 15, 2024. At a Special Meeting of the Trust’s Unit Holders held on January 16, 2024, the Unit Holders of the Trust voted to approve two separate proposals amending the Indenture, the governing document of the Trust, and the appointment of Argent as successor Trustee to PNC.

PNC assumed the administration of the Trust in 2021 through the acquisition of BBVA USA Bancshares, Inc. PNC’s decision to resign is based on its determination that the administration of royalty trusts, such as the Trust, is not part of its long-term strategy. PNC has appreciated the opportunity to serve as Trustee of the San Juan Basin Royalty Trust over the past two years and will continue to collaborate with Argent in the transition as successor trustee.

The Trust will be administered by Argent’s Royalty Trust division, which currently administers seven other publicly traded royalty trusts, in addition to the Trust. “Argent is excited to expand its Royalty Trust service offerings to the Trust,” said Reid Harrell, CEO of Argent Trust Company. “Argent has a long history of both Trust and Mineral Management expertise, so the addition of this relationship is a natural fit for Argent as we continue to grow and expand our book of Royalty Trust business.”

Forward-Looking Statements Any statements in this news release about plans for the Trust, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials represent the Trustee’s views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee’s views as of any date subsequent to the date hereof.

Contact:  Argent Trust Company

3838 Oak Lawn Ave., Suite 1720

Dallas, Texas 75219

website: www.sjbrt.com

e-mail: trustee@sjbrt.com

Nancy Willis, Director of Royalty Trust Services

(972) 919-1353