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[Filing Information](index=1&type=section&id=Filing%20Information) This section provides details about the registrant, Mesa Royalty Trust, its trustee, the filing type, and its securities registration status [Registrant Details](index=1&type=section&id=Registrant%20Details) This section identifies Mesa Royalty Trust as the registrant, with The Bank of New York Mellon Trust Company, N.A. serving as its Trustee. The filing is a Form 8-K, indicating a current report - Registrant: **Mesa Royalty Trust**, a Texas entity[2](index=2&type=chunk) - Trustee: **The Bank of New York Mellon Trust Company, N.A.**[2](index=2&type=chunk) - Filing Type: **Form 8-K**, Current Report, dated **October 16, 2025**[1](index=1&type=chunk)[2](index=2&type=chunk) [Securities and Compliance](index=1&type=section&id=Securities%20and%20Compliance) The registrant's Units of Beneficial Interest (MTR) are registered on the New York Stock Exchange. The filing indicates that the registrant is not an emerging growth company Securities Registered on Exchange | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Units of Beneficial Interest | MTR | New York Stock Exchange | - The registrant is **not an emerging growth company**[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the announcement of royalty income and distribution for October 2025 by Mesa Royalty Trust [October 2025 Royalty Income and Distribution Announcement](index=2&type=section&id=October%202025%20Royalty%20Income%20and%20Distribution%20Announcement) Mesa Royalty Trust issued a press release on October 16, 2025, announcing its royalty income and income distribution for the month of October 2025. This press release is furnished as Exhibit 99.1 and is not considered 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934 - Mesa Royalty Trust issued a press release on **October 16, 2025**[5](index=5&type=chunk) - The press release announced **royalty income and income distribution** for **October 2025**[5](index=5&type=chunk) - The press release (**Exhibit 99.1**) is furnished, not filed, and is **not subject to Section 18 liabilities** of the Securities Exchange Act of 1934[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a list of exhibits included in the filing, specifically identifying the October 2025 press release [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists the exhibits accompanying the Form 8-K filing, specifically identifying Exhibit 99.1 as the press release issued by Mesa Royalty Trust on October 16, 2025 List of Exhibits | Exhibit | Description | | :------ | :---------- | | 99.1 | Mesa Royalty Trust Press Release dated October 16, 2025 | [Signatures](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the report by the authorized trustee on behalf of Mesa Royalty Trust [Signing Authority](index=3&type=section&id=Signing%20Authority) The report was duly signed on behalf of Mesa Royalty Trust by The Bank of New York Mellon Trust Company, N.A., as Trustee, with Elaina Rodgers, Vice President, executing the document on October 16, 2025 - The report was signed by **The Bank of New York Mellon Trust Company, N.A.**, as Trustee for Mesa Royalty Trust[11](index=11&type=chunk) - **Elaina Rodgers**, Vice President, executed the report[11](index=11&type=chunk) - The signing date was **October 16, 2025**[11](index=11&type=chunk)

Core Viewpoint - Mesa Royalty Trust announced its income distribution for September 2025, with unitholders receiving $0.001723157 per unit, payable on October 31, 2025, primarily from its San Juan Basin properties operated by Hilcorp San Juan LP [1][2]. Group 1: Trust Income Distribution - The Trust's income for September 2025 totaled $20,029, all derived from the New Mexico portion of its San Juan Basin properties [1]. - After administrative expenses, the distributable net profits amounted to $3,211 for the month [1]. - The distribution amount is subject to fluctuation based on production, oil and natural gas prices, and administrative expenses [2]. Group 2: Trust Structure and Operations - Mesa Royalty Trust holds an overriding royalty interest in oil and gas properties located in the Hugoton field of Kansas and the San Juan Basin fields of New Mexico and Colorado [2]. - Monthly distributions are expected to be materially reduced until the Trust increases its cash reserves to $2.0 million for added liquidity [2]. Group 3: Future Projections and Risks - Proceeds reported by working interest owners may not be indicative of future net proceeds for the Trust [3]. - Accumulated excess production costs may lead to reduced distributions or no distributions in certain periods [3]. - The Trust's ability to pay distributions is directly affected by industry volatility and reported revenues and expenses from working interest owners [3].

[Registrant Information](index=1&type=section&id=Registrant%20Information) [Form 10-Q Filing Details](index=1&type=section&id=Form%2010-Q%20Filing%20Details) Mesa Royalty Trust filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The Trust is a non-accelerated filer and a smaller reporting company, with 1,863,590 Units of Beneficial Interest outstanding as of August 14, 2025 - Mesa Royalty Trust filed its **Quarterly Report on Form 10-Q** for the period ended June 30, 2025[2](index=2&type=chunk) - The registrant is a **non-accelerated filer** and a **smaller reporting company**[4](index=4&type=chunk) | Units of Beneficial Interest Outstanding (as of Aug 14, 2025) | 1,863,590 | | :------------------------------------------------ | :-------- | [Disclosures Regarding Forward-Looking Statements](index=2&type=section&id=DISCLOSURES%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Disclaimer](index=2&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section outlines the forward-looking statements contained within the Form 10-Q, emphasizing that actual outcomes may differ materially due to various risks and uncertainties, many of which are outside the Trust's control. The Trustee relies on Working Interest Owners for information, and there's no assurance that expectations will be correct or that the Trust will update these statements unless required by law - The Form 10-Q includes **forward-looking statements** subject to risks and uncertainties, intended to qualify for **safe harbor provisions**[6](index=6&type=chunk) - Actual outcomes and results, largely outside the Trust's control, may **differ materially from projections**[6](index=6&type=chunk) - The Trustee **relies on Working Interest Owners for information**, and **cannot assure that errors or adjustments by them will not affect future royalty income and distributions**[7](index=7&type=chunk) [PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited financial statements for Mesa Royalty Trust, including statements of distributable income, assets, liabilities, trust corpus, and changes in trust corpus for the periods ended June 30, 2025 and 2024, along with detailed notes explaining the Trust's organization, accounting basis, legal matters, tax implications, excess production costs, and distributable income per unit [Statements of Distributable Income](index=3&type=section&id=STATEMENTS%20OF%20DISTRIBUTABLE%20INCOME) **Three Months Ended June 30:** | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | Royalty income | $220,855 | $305,372 | | Interest income | $20,446 | $24,417 | | General and administrative expense | $(45,484) | $(59,138) | | Income available for distribution prior to cash reserves | $195,817 | $270,651 | | Cash reserves withheld for Trust expenses | $— | $(47,000) | | Distributable income | $195,817 | $223,651 | | Distributable income per unit | $0.1051 | $0.1200 | **Six Months Ended June 30:** | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | Royalty income | $331,817 | $489,029 | | Other income | $(432) | $(14,664) | | Interest income | $40,607 | $48,645 | | General and administrative expense | $(95,177) | $(105,330) | | Income available for distribution prior to cash reserves | $276,815 | $417,680 | | Cash reserves withheld for Trust expenses | $— | $(72,000) | | Distributable income | $276,815 | $345,680 | | Distributable income per unit | $0.1485 | $0.1855 | - Royalty income decreased by approximately **27.6%** for the three months ended June 30, 2025, and by approximately **32.1%** for the six months ended June 30, 2025, compared to the respective prior year periods[11](index=11&type=chunk) - Distributable income per unit decreased from **$0.1200** to **$0.1051** for the three months ended June 30, 2025, and from **$0.1855** to **$0.1485** for the six months ended June 30, 2025[11](index=11&type=chunk) [Statements of Assets, Liabilities and Trust Corpus](index=3&type=section&id=STATEMENTS%20OF%20ASSETS%2C%20LIABILITIES%20AND%20TRUST%20CORPUS) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------------ | :------------------------ | :------------------ | | **ASSETS** | | | | Cash and short-term investments | $2,087,235 | $1,930,126 | | Net overriding royalty interest in oil and gas properties | $42,498,034 | $42,498,034 | | Accumulated amortization | $(41,264,711) | $(41,240,185) | | Total assets | $3,320,558 | $3,187,975 | | **LIABILITIES AND TRUST CORPUS** | | | | Distributions payable | $176,336 | $58,101 | | Trust corpus | $3,144,222 | $3,129,874 | | Total liabilities and trust corpus | $3,320,558 | $3,187,975 | - Total assets increased by approximately **4.16%** from **$3,187,975** at December 31, 2024, to **$3,320,558** at June 30, 2025[12](index=12&type=chunk) - Cash and short-term investments increased by approximately **8.14%** from **$1,930,126** to **$2,087,235**[12](index=12&type=chunk) [Statements of Changes in Trust Corpus](index=4&type=section&id=STATEMENTS%20OF%20CHANGES%20IN%20TRUST%20CORPUS) **Three Months Ended June 30:** | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Trust corpus, beginning of period | $3,139,263 | $3,062,229 | | Distributable income | $195,817 | $223,651 | | Distributions to unitholders | $(176,336) | $(209,742) | | Amortization of net overriding royalty interest | $(14,522) | $(14,806) | | Trust corpus, end of period | $3,144,222 | $3,108,332 | **Six Months Ended June 30:** | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Trust corpus, beginning of period | $3,129,874 | $3,040,907 | | Cash reserves withheld for Trust expenses | $— | $72,000 | | Distributable income | $276,815 | $345,680 | | Distributions to unitholders | $(237,942) | $(324,729) | | Amortization of net overriding royalty interest | $(24,525) | $(25,526) | | Trust corpus, end of period | $3,144,222 | $3,108,332 | - Trust corpus increased from **$3,129,874** at the beginning of the six-month period to **$3,144,222** at June 30, 2025[14](index=14&type=chunk) - Distributions to unitholders decreased by approximately **26.88%** for the six months ended June 30, 2025, compared to the same period in 2024[14](index=14&type=chunk) [Note 1—Trust Organization and Provisions](index=5&type=section&id=Note%201%E2%80%94Trust%20Organization%20and%20Provisions) - The Trust, a **passive entity** created on November 1, 1979, owns an overriding royalty interest (Royalties) equal to **11.44%** of **90%** of Net Proceeds from specified oil and gas properties[18](index=18&type=chunk) - The Royalty Properties include the Hugoton field of Kansas, San Juan Basin field of New Mexico, and San Juan Basin field of Colorado[21](index=21&type=chunk) - Simcoe, an operator of San Juan Basin — Colorado Properties, reported that the Trust remains in a deficit position as of June 30, 2025, due to prior period adjustments for joint interest billing amounts, resulting in **no royalty income** from Simcoe for the three months ended June 30, 2025[23](index=23&type=chunk) - The Trust's purposes are **limited to converting Royalties to cash and distributing it to unitholders**, with **no control over operations or marketing of production**[27](index=27&type=chunk)[26](index=26&type=chunk) - The Trustee's fees for Q2 2025 were **$118,750**, with **$10,462** allocated to offset interest due to the Trust, as the Trustee was unable to secure the required **6.00%** annualized return on cash reserves[28](index=28&type=chunk) [Note 2—Basis of Presentation](index=8&type=section&id=Note%202%E2%80%94Basis%20of%20Presentation) - The financial statements are prepared on a **modified cash basis of accounting**, where royalty income is recorded when paid by Working Interest Owners, and general and administrative expenses are recorded when included in the monthly distribution calculation[37](index=37&type=chunk) - This **modified cash basis differs from GAAP**, which would recognize royalty income based on Net Proceeds from production regardless of receipt date and accrue expenses when incurred[39](index=39&type=chunk) - The Trust operates as a **single operating and reportable segment**, deriving income from its net overriding royalty interest[39](index=39&type=chunk) [Note 3—Legal Proceedings](index=10&type=section&id=Note%203%E2%80%94Legal%20Proceedings) - **There are no pending legal proceedings** where the Trust is a named party[40](index=40&type=chunk) - Working Interest Owners have advised the Trustee that the Trust may be subject to **ordinary course litigation** related to Royalty Properties, but they **do not believe it will have a material adverse effect**[40](index=40&type=chunk) [Note 4—Income Tax Matters](index=10&type=section&id=Note%204%E2%80%94Income%20Tax%20Matters) - The Trust is classified as a grantor trust for federal income tax purposes, incurring **no federal income tax liability** itself; unitholders are taxed on their pro rata share of income and expense[41](index=41&type=chunk) - Unitholders may be subject to the **3.8% Net Investment Income Tax (NIIT)** on investment income derived from units[42](index=42&type=chunk) - The Trust is considered a **non-mortgage widely held fixed investment trust (WHFIT)** for U.S. federal income tax purposes, with middlemen responsible for information reporting to unitholders[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 5—Excess Production Costs](index=11&type=section&id=Note%205%E2%80%94Excess%20Production%20Costs) - **Excess production costs** occur when costs exceed revenue from a Royalty Property, and these costs are **recoverable by Working Interest Owners** before royalty income is distributed to the Trust[45](index=45&type=chunk) | Property | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------------- | :------------------ | :---------------------- | | Hugoton Properties | $871,161 | $734,035 | | San Juan Basin – Colorado Properties – Simcoe | $37,810 | $36,622 | | San Juan Basin – Colorado Properties – Red Willow | $24,859 | $23,181 | | San Juan Basin – New Mexico Properties – Hilcorp | $— | $— | | **Total** | **$933,830** | **$793,838** | - Total excess production costs increased by approximately **17.64%** from **$793,838** at December 31, 2024, to **$933,830** at June 30, 2025[45](index=45&type=chunk) [Note 6—Distributable Income Per Unit](index=11&type=section&id=Note%206%E2%80%94Distributable%20Income%20Per%20Unit) - Royalty income and distributions are **heavily influenced by fluctuating commodity prices** for oil and natural gas[46](index=46&type=chunk) - The Trustee maintains a Contingent Reserve for future unknown contingent liabilities and expenses, which was **$1,910,899** as of June 30, 2025, up from **$1,823,165** as of June 30, 2024[47](index=47&type=chunk) **Distributable Income Available for Distribution Per Unit:** | Period | 2025 | 2024 | | :------------------------------------ | :------- | :------- | | Three Months Ended June 30, per unit | $0.0946 | $0.1125 | | Six Months Ended June 30, per unit | $0.1277 | $0.1742 | [Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of Operations](index=12&type=section&id=Item%202.%20Trustee%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) [Overview and Trust Structure](index=12&type=section&id=Overview%20and%20Trust%20Structure) Mesa Royalty Trust, established in 1979, is a passive entity owning an overriding royalty interest in oil and gas properties across Hugoton and San Juan Basins. Its sole purpose is to convert royalties to cash and distribute to unitholders, with no operational control or capital expenditure responsibilities. The Trust relies entirely on Working Interest Owners for operational and financial data, and its distributions are highly sensitive to natural gas prices - The Trust owns an overriding royalty interest (Royalties) equal to **11.44%** of **90%** of Net Proceeds from specified oil and gas properties in the Hugoton and San Juan Basins[50](index=50&type=chunk) - The Trust is a **passive entity**, **limited to converting Royalties to cash and distributing it to unitholders**, without engaging in business or investment activities, or controlling capital projects[52](index=52&type=chunk) - Trust unitholders and the Trustee have **no influence or control** over the operation or development of the Royalty Properties, relying solely on Working Interest Owners for all operating and financial information[53](index=53&type=chunk) - **Net Proceeds and quarterly distributions are highly dependent on natural gas prices**, which can fluctuate widely due to various external factors[55](index=55&type=chunk) [Note Regarding Forward-Looking Statements](index=13&type=section&id=Note%20Regarding%20Forward-Looking%20Statements) This section reiterates the forward-looking statements disclaimer, emphasizing that projections are based on assumptions and information from Working Interest Owners, but actual results may differ materially due to various risks and uncertainties, including those detailed in the Trust's Annual Report on Form 10-K. The Trust does not commit to updating these statements unless legally required - All statements other than historical facts, including future financial position, business strategy, and commodity pricing, are **forward-looking statements**[56](index=56&type=chunk) - Actual outcomes and results, which are substantially all outside of the Trust's control, may **differ materially from those projected**[56](index=56&type=chunk) - The Trustee **relies on Working Interest Owners for information**, and **cannot assure that errors or adjustments will not affect future royalty income and distributions**[58](index=58&type=chunk) [Summary of Royalty Income, Production and Average Prices](index=15&type=section&id=SUMMARY%20OF%20ROYALTY%20INCOME%2C%20PRODUCTION%20AND%20AVERAGE%20PRICES) This summary provides a detailed breakdown of the Trust's proportionate share of Gross Proceeds, capital costs, operating costs, Net Proceeds, and royalty income, along with average sales prices and net production volumes for natural gas, natural gas liquids, and oil and condensate for the three and six months ended June 30, 2025 and 2024. Royalty income is significantly influenced by commodity prices and is computed after deducting various costs - Royalty income is computed **after deducting the Trust's proportionate share of capital costs, operating costs, and interest on any cost carryforward** from Gross Proceeds[60](index=60&type=chunk) - The Trust's royalty income and distributions are **heavily influenced by commodity prices**, which can fluctuate widely[61](index=61&type=chunk) Three Months Ended June 30, 2025 vs 2024 | Metric | 2025 (Natural Gas) | 2024 (Natural Gas) | 2025 (Natural Gas Liquids) | 2024 (Natural Gas Liquids) | 2025 (Oil and Condensate) | 2024 (Oil and Condensate) | | :------------------------------------ | :----------------- | :----------------- | :------------------------- | :------------------------- | :------------------------ | :------------------------ | | Trust's proportionate share of Gross Proceeds | $663,787 | $590,092 | $216,254 | $311,162 | $21,038 | $10,339 | | Royalty income | $147,101 | $194,319 | $64,792 | $105,398 | $8,962 | $5,655 | | Average sales price | $2.99/Mcf | $2.89/Mcf | $14.81/Bbls | $25.67/Bbls | $63.20/Bbls | $68.43/Bbls | | Net production volumes attributable to Royalty paid | 49,225 Mcf | 67,173 Mcf | 4,376 Bbls | 4,105 Bbls | 142 Bbls | 83 Bbls | Six Months Ended June 30, 2025 vs 2024 | Metric | 2025 (Natural Gas) | 2024 (Natural Gas) | 2025 (Natural Gas Liquids) | 2024 (Natural Gas Liquids) | 2025 (Oil and Condensate) | 2024 (Oil and Condensate) | | :------------------------------------ | :----------------- | :----------------- | :------------------------- | :------------------------- | :------------------------ | :------------------------ | | Trust's proportionate share of Gross Proceeds | $1,160,349 | $1,183,660 | $506,583 | $621,807 | $32,722 | $24,326 | | Royalty income | $202,004 | $294,015 | $117,360 | $184,006 | $12,453 | $11,008 | | Average sales price | $2.18/Mcf | $2.52/Mcf | $18.23/Bbls | $24.41/Bbls | $62.40/Bbls | $67.61/Bbls | | Net production volumes attributable to Royalty paid | 92,723 Mcf | 116,475 Mcf | 6,436 Bbls | 7,539 Bbls | 200 Bbls | 163 Bbls | [Three Months Ended June 30, 2025 and 2024](index=17&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section provides a detailed financial and operational review for the three months ended June 30, 2025, compared to the same period in 2024. It highlights a significant decrease in royalty income primarily due to lower commodity prices and increased operating/capital expenses, particularly from Hilcorp's San Juan Basin—New Mexico Properties. The Hugoton and San Juan Basin—Colorado properties generated no royalty income due to expenses exceeding revenues and prior period adjustments [Financial Review](index=17&type=section&id=Financial%20Review%20-%20Q2%202025%20vs%20Q2%202024) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :------------------------------------------------- | :------- | :------- | :--------- | | Royalty income | $220,855 | $305,372 | -27.68% | | Interest income | $20,446 | $24,417 | -16.26% | | General and administrative expense | $(45,484) | $(59,138) | -23.09% | | Distributable income | $195,817 | $223,651 | -12.45% | | Distributable income per unit | $0.1051 | $0.1200 | -12.42% | - The decrease in royalty income was primarily due to **lower pricing** for natural gas liquids and oil/condensate, **decreased natural gas production**, and **increased operating/capital expenses** for Hilcorp, partially offset by higher natural gas pricing and increased production for natural gas liquids and oil/condensate[67](index=67&type=chunk) - The Trustee allocated **$10,462** of its fees to offset interest due to the Trust, as the required **6.00%** annualized return on cash was unavailable in the market[70](index=70&type=chunk) - The Contingent Reserve balance increased to **$1,910,899** as of June 30, 2025, from **$1,823,165** as of June 30, 2024, with an intention to increase it to **$2.0 million**[73](index=73&type=chunk) Distributable Income Available for Distribution Per Unit (Q2) | Month | 2025 | 2024 | | :---- | :----- | :----- | | April | $0.0250 | $0.0192 | | May | $0.0318 | $0.0545 | | June | $0.0378 | $0.0388 | | **Total** | **$0.0946** | **$0.1125** | [Operational Review](index=18&type=section&id=Operational%20Review%20-%20Q2%202025%20vs%20Q2%202024) - Global economic conditions, trade policies, OPEC+ plans, and geopolitical risks continue to create **volatility in oil and gas markets**, impacting commodity prices and **potentially reducing Trust distributions**[77](index=77&type=chunk)[78](index=78&type=chunk) - **Inflationary pressures, high interest rates, and supply chain disruptions** are expected to **increase Working Interest Owners' expenses and adversely impact royalty income** in 2025[78](index=78&type=chunk) - Hugoton Royalty Properties generated **no royalty income** in Q2 2025 or Q2 2024 due to expenses exceeding revenues, with operating costs increasing by **17%** YoY[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - San Juan Basin—Colorado Properties also generated **no royalty income** in Q2 2025 or Q2 2024, primarily due to prior period adjustments for joint interest billing amounts by Simcoe, which put the Trust in a **deficit position**[85](index=85&type=chunk) - Royalty income from San Juan Basin—New Mexico Properties **decreased by approximately 28%** in Q2 2025, driven by **lower natural gas liquids and oil/condensate pricing**, **decreased natural gas production**, and **increased operating/capital expenses**, despite a decrease in operating costs due to severance tax credits[89](index=89&type=chunk)[90](index=90&type=chunk) [Six Months Ended June 30, 2025 and 2024](index=22&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section provides a detailed financial and operational review for the six months ended June 30, 2025, compared to the same period in 2024. It shows a significant decline in royalty income and distributable income per unit, primarily from Hilcorp's San Juan Basin—New Mexico Properties, due to lower commodity prices and production. Hugoton and San Juan Basin—Colorado properties continued to generate no royalty income, with the latter remaining in a deficit position [Financial Review](index=22&type=section&id=Financial%20Review%20-%20H1%202025%20vs%20H1%202024) | Metric | H1 2025 | H1 2024 | Change (%) | | :------------------------------------------------- | :------- | :------- | :--------- | | Royalty income | $331,817 | $489,029 | -32.15% | | Other income | $(432) | $(14,664) | -97.05% | | Interest income | $40,607 | $48,645 | -16.53% | | General and administrative expense | $(95,177) | $(105,330) | -9.64% | | Distributable income | $276,815 | $345,680 | -19.92% | | Distributable income per unit | $0.1485 | $0.1855 | -19.95% | - The decrease in Royalty income was primarily due to **lower pricing** for natural gas, natural gas liquids, and oil/condensate, **decreased production** for natural gas and natural gas liquids, and **increased operating expense** for oil/condensate from Hilcorp[97](index=97&type=chunk) - The Trustee allocated **$20,924** of its fees to offset interest due to the Trust for the six months ended June 30, 2025, due to the unavailability of the required interest rate[100](index=100&type=chunk) - The Contingent Reserve balance increased to **$1,910,899** as of June 30, 2025, from **$1,823,165** as of June 30, 2024, with an intention to increase it to **$2.0 million**[102](index=102&type=chunk) - Distributable income available for distribution per unit decreased by approximately **26.7%** from **$0.1742** in H1 2024 to **$0.1277** in H1 2025[104](index=104&type=chunk) [Operational Review](index=24&type=section&id=Operational%20Review%20-%20H1%202025%20vs%20H1%202024) - Hugoton Royalty Properties generated **no royalty income** in H1 2025 or H1 2024, as actual expenses exceeded actual revenues, with operating costs remaining **stable YoY**[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - San Juan Basin—Colorado Properties generated **no royalty income** in H1 2025 or H1 2024, primarily due to the Trust remaining in a **deficit position** with Simcoe from prior period joint interest billing true-ups[109](index=109&type=chunk) - Royalty income from San Juan Basin—New Mexico Properties **decreased by approximately 32%** in H1 2025, mainly due to **lower commodity pricing** and **decreased production**, despite a **7% decrease** in operating costs due to severance tax credits[113](index=113&type=chunk)[114](index=114&type=chunk) - Capital expenditures for San Juan Basin—New Mexico Properties **decreased by approximately 27%** in H1 2025[114](index=114&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The Trust's liquidity is primarily derived from royalty income and interest on cash reserves. The Trustee maintains a Contingent Reserve, which it plans to increase to $2.0 million, potentially reducing future distributions to unitholders. Substantial accumulated excess production costs have already decreased Trust income and distributions, and there's no assurance of adequate future royalty income to fund the reserve or provide sufficient liquidity - The Trustee intends to increase the Contingent Reserve to a total of **$2.0 million**, which will **reduce Net Proceeds available to the Trust and distributions to unitholders**[117](index=117&type=chunk) - **Substantial accumulated excess production costs** have **decreased Trust income and distributions**, and in some months resulted in **no Trust distributions**[118](index=118&type=chunk) - **There is no assurance** that the Trust will receive additional royalty income adequate to fund the Contingent Reserve and to provide sufficient liquidity[118](index=118&type=chunk) - Unitholders **may not receive material distributions** if future royalty income is less than the amount required to fund the increase in the Contingent Reserve[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) [Market Risk Disclosures](index=27&type=section&id=Market%20Risk%20Disclosures) This section states that quantitative and qualitative disclosures about market risk are not applicable to Mesa Royalty Trust - Quantitative and Qualitative Disclosures About Market Risk are **not applicable** to Mesa Royalty Trust[121](index=121&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures.) [Evaluation of Disclosure Controls and Procedures](index=27&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The Trustee's officer responsible for administration evaluated the Trust's disclosure controls and procedures, concluding they were effective with respect to the Trustee and its employees. However, the Trustee relies on information from Working Interest Owners and has not separately evaluated their disclosure controls, noting an ongoing review of certain information and calculations provided by them - The Trust's disclosure controls and procedures were evaluated and **deemed effective** with respect to the Trustee and its employees as of June 30, 2025[123](index=123&type=chunk)[124](index=124&type=chunk) - The Trustee **relies on information provided by Working Interest Owners** (e.g., litigation status, operating data, reserve information) and **has not conducted a separate evaluation of their disclosure controls and procedures**[125](index=125&type=chunk)[126](index=126&type=chunk) - **No material changes** in internal control over financial reporting were identified during the last fiscal quarter[127](index=127&type=chunk) [PART II—OTHER INFORMATION](index=29&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings.) There are no pending legal proceedings where Mesa Royalty Trust is a named party. However, Working Interest Owners have informed the Trustee that the Trust may be subject to ordinary course litigation related to the Royalty Properties, which could materially impact future royalty income if adjudicated or settled for a significant amount - The Trust is **not a named party in any pending legal proceedings**[130](index=130&type=chunk) - Working Interest Owners have advised that the Trust may be subject to **ordinary course litigation** concerning Royalty Properties, which could **materially impact future royalty income** if significant charges are made[130](index=130&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors.) This section refers to the comprehensive discussion of potential risks and uncertainties in the Trust's Annual Report on Form 10-K for the year ended December 31, 2024, and states that there was no material change in these risk factors during the quarter ended June 30, 2025 - **No material change** in risk factors occurred during the quarter ended June 30, 2025[131](index=131&type=chunk) - For a discussion of potential risks and uncertainties, refer to the 'Risk Factors' section in the Trust's **Annual Report on Form 10-K** for the year ended December 31, 2024[131](index=131&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20information.) During the three months ended June 30, 2025, no officer or employee of the

[Form 8-K Filing Details](index=1&type=section&id=Form%208-K%20Filing%20Details) This section details the registrant's identification, trustee information, and securities filing status for the Form 8-K [Registrant and Trustee Information](index=1&type=section&id=Registrant%20and%20Trustee%20Information) This section identifies Mesa Royalty Trust's jurisdiction, IRS ID, and trustee contact details - Registrant: Mesa Royalty Trust, incorporated in Texas[2](index=2&type=chunk) - Trustee: The Bank of New York Mellon Trust Company, N.A., located at 601 Travis Street, Floor 16, Houston, Texas 77002[2](index=2&type=chunk) - Registrant's telephone number: (713) 483-6020[2](index=2&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) This section details the registered securities and confirms the registrant's emerging growth company status Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :----------------------- | :---------------- | :---------------------------------------- | | Units of Beneficial Interest | MTR | New York Stock Exchange | - The registrant is not an emerging growth company[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item reports Mesa Royalty Trust's royalty income and distribution for July 2025, as announced in a press release [July 2025 Royalty Income and Distribution](index=2&type=section&id=July%202025%20Royalty%20Income%20and%20Distribution) Mesa Royalty Trust announced its July 2025 royalty income and distribution through a press release furnished as an exhibit - On July 18, 2025, Mesa Royalty Trust issued a press release announcing its royalty income and income distribution for the month of July 2025[5](index=5&type=chunk) - The press release is furnished as Exhibit 99.1 and is incorporated by reference[5](index=5&type=chunk) - The press release is not 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, but is instead furnished[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This item provides a comprehensive list of all financial statements and exhibits included in the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section enumerates all exhibits accompanying the Form 8-K filing, including the July 2025 financial press release Exhibits Included | Exhibit | Description | | :------ | :------------------------------------ | | 99.1 | Mesa Royalty Trust Press Release dated July 18, 2025 | [Signatures](index=3&type=section&id=Signatures) This section confirms the official authorization and signing details of the Form 8-K report by the trustee [Report Authorization](index=3&type=section&id=Report%20Authorization) This section confirms the Form 8-K report was officially signed by The Bank of New York Mellon Trust Company, N.A., as trustee - The report was signed on behalf of Mesa Royalty Trust by The Bank of New York Mellon Trust Company, N.A., as Trustee[10](index=10&type=chunk) - The signatory was Elaina Rodgers, Vice President[10](index=10&type=chunk) - The report was signed on July 18, 2025[10](index=10&type=chunk)

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, including statements of distributable income, assets, liabilities, and trust corpus, along with detailed notes and the Trustee's discussion and analysis [Item 1. Financial Statements.](index=3&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited financial statements, including statements of distributable income, assets, liabilities, and trust corpus, highlighting decreased distributable income and per-unit distributions due to lower royalty income [Statements of Distributable Income](index=3&type=section&id=STATEMENTS%20OF%20DISTRIBUTABLE%20INCOME) The Trust's distributable income decreased significantly from $122,029 in Q1 2024 to $80,999 in Q1 2025, primarily due to a reduction in royalty income Statements of Distributable Income (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Royalty income | $110,963 | $183,657 | | Other income | $(432) | $(14,664) | | Interest income | $20,161 | $24,228 | | General and administrative expenses | $(49,693) | $(46,192) | | Income available for distribution prior to cash reserves withheld for Trust expenses | $80,999 | $147,029 | | Cash reserves withheld for current Trust expenses | $— | $(25,000) | | Distributable income | $80,999 | $122,029 | | Distributable income per unit | $0.0435 | $0.0655 | | Units outstanding | 1,863,590 | 1,863,590 | - Royalty income decreased by approximately **39.6%** from **$183,657** in Q1 2024 to **$110,963** in Q1 2025[11](index=11&type=chunk) - Distributable income per unit decreased by approximately **33.5%** from **$0.0655** in Q1 2024 to **$0.0435** in Q1 2025[11](index=11&type=chunk) [Statements of Assets, Liabilities and Trust Corpus](index=3&type=section&id=STATEMENTS%20OF%20ASSETS%2C%20LIABILITIES%20AND%20TRUST%20CORPUS) As of March 31, 2025, total assets slightly increased to $3,200,869 from $3,187,975 at December 31, 2024 Statements of Assets, Liabilities and Trust Corpus | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and short-term investments | $1,953,024 | $1,930,126 | | Net overriding royalty interest in oil and gas properties | $42,498,034 | $42,498,034 | | Accumulated amortization | $(41,250,189) | $(41,240,185) | | Total assets | $3,200,869 | $3,187,975 | | **LIABILITIES AND TRUST CORPUS** | | | | Distributions payable | $61,606 | $58,101 | | General and administrative expense payable | $— | $— | | Trust corpus | $3,139,263 | $3,129,874 | | Total liabilities and trust corpus | $3,200,869 | $3,187,975 | - Cash and short-term investments increased by **$22,898** from December 31, 2024, to March 31, 2025[12](index=12&type=chunk) [Statements of Changes in Trust Corpus](index=4&type=section&id=STATEMENTS%20OF%20CHANGES%20IN%20TRUST%20CORPUS) Trust corpus increased to $3,139,263 by March 31, 2025, from $3,129,874 at the beginning of the period, driven by distributable income partially offset by distributions and amortization Statements of Changes in Trust Corpus (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Trust corpus, beginning of period | $3,129,874 | $3,040,907 | | Cash reserves withheld for current Trust expenses | $— | $25,000 | | Distributable income | $80,999 | $122,029 | | Distributions to unitholders | $(61,606) | $(114,987) | | Amortization of net overriding royalty interest | $(10,004) | $(10,720) | | Trust corpus, end of period | $3,139,263 | $3,062,229 | - Distributable income for Q1 2025 was **$80,999**, a decrease from **$122,029** in Q1 2024[14](index=14&type=chunk) - Distributions to unitholders decreased from **$114,987** in Q1 2024 to **$61,606** in Q1 2025[14](index=14&type=chunk) [Notes to Financial Statements](index=5&type=section&id=NOTES%20TO%20FINANCIAL%20STATEMENTS) These notes detail the Trust's organization, accounting policies, and financial items, emphasizing its passive nature, reliance on royalty interests, modified cash basis accounting, and impact of excess production costs - The Trust is a passive entity, owning an overriding royalty interest (Royalties) equal to **11.44% of 90%** of Net Proceeds from specified oil and gas properties[18](index=18&type=chunk)[27](index=27&type=chunk)[55](index=55&type=chunk) - The Trust's financial statements are prepared on a modified cash basis of accounting, where royalty income is recorded when paid by Working Interest Owners, not when production occurs[38](index=38&type=chunk)[39](index=39&type=chunk) - The Trust has no employees and its administrative functions are performed by The Bank of New York Mellon Trust Company, N.A., as Trustee[17](index=17&type=chunk) [Note 1—Trust Organization and Provisions](index=5&type=section&id=Note%201%E2%80%94Trust%20Organization%20and%20Provisions) This note outlines the Trust's structure, its passive role, and the nature of its overriding royalty interests in oil and gas properties - The Trust owns an overriding royalty interest (Royalties) equal to **11.44% of 90%** of the Net Proceeds from oil and gas properties in the Hugoton field of Kansas and the San Juan Basin fields of New Mexico and Colorado[18](index=18&type=chunk)[21](index=21&type=chunk) - The Trust is a passive entity, limited to converting Royalties to cash and distributing it to unitholders, with no control over property operations or marketing[27](index=27&type=chunk)[28](index=28&type=chunk)[26](index=26&type=chunk) - Working Interest Owners (Scout, Hilcorp, Simcoe, Red Willow) partially reimburse the Trust for general and administrative expenses, with specific percentages: Scout (**59.34%**), Hilcorp (**27.45%**), and Simcoe (**1.77%**)[28](index=28&type=chunk) - For Q1 2025, Trustee's fees were **$108,288**, with Working Interest Owners reimbursing **$95,897**[30](index=30&type=chunk) - Simcoe-operated San Juan Basin—Colorado Properties are in a deficit position as of March 31, 2025, resulting in no royalty income from Simcoe for the three months ended March 31, 2025, due to prior period adjustments for joint interest billing amounts[23](index=23&type=chunk) [Note 2—Basis of Presentation](index=8&type=section&id=Note%202%E2%80%94Basis%20of%20Presentation) This note details the modified cash basis of accounting used for financial statements and the Trust's single-segment operational structure - Financial statements are prepared on a modified cash basis, meaning royalty income is recorded when paid by Working Interest Owners, not when production occurs[38](index=38&type=chunk)[39](index=39&type=chunk) - The Trust operates as a single segment, deriving income from its net overriding royalty interest, and the Trustee (CODM) uses this information for cash reserve allocation and distributions[40](index=40&type=chunk) - Amortization of the Royalties is computed on a unit-of-production basis and charged directly to trust corpus, as it does not affect distributable income[38](index=38&type=chunk) [Note 3—Legal Proceedings](index=9&type=section&id=Note%203%E2%80%94Legal%20Proceedings) This note confirms the Trust is not a named party in legal proceedings but acknowledges potential litigation related to Royalty Properties - There are no pending legal proceedings where the Trust is a named party[41](index=41&type=chunk) - Working Interest Owners have advised the Trustee that the Trust may be subject to litigation in the ordinary course of business related to Royalty Properties, which could materially impact future royalty income if adjudicated or settled for a significant amount[41](index=41&type=chunk)[42](index=42&type=chunk) [Note 4—Income Tax Matters](index=10&type=section&id=Note%204%E2%80%94Income%20Tax%20Matters) This note clarifies the Trust's grantor trust classification for federal income tax purposes and unitholder tax obligations - The Trust is classified as a grantor trust for federal income tax purposes, incurring no federal income tax liability; unitholders are subject to tax on their pro rata share of income and expense[43](index=43&type=chunk) - The Trust is considered a non-mortgage widely held fixed investment trust (WHFIT) for U.S. federal income tax purposes, with middlemen responsible for information reporting to unitholders[45](index=45&type=chunk)[46](index=46&type=chunk) - Unitholders may be subject to the Net Investment Income Tax (NIIT) of **3.8%** on investment income derived from the units[44](index=44&type=chunk) [Note 5—Excess Production Costs](index=10&type=section&id=Note%205%E2%80%94Excess%20Production%20Costs) This note explains excess production costs and their impact on royalty income, detailing the accumulated balances for various properties - Excess production costs occur when costs exceed revenue from a Royalty Property, and these costs are recoverable by Working Interest Owners before any royalty income is distributed to the Trust[47](index=47&type=chunk)[49](index=49&type=chunk) Excess Production Costs | Property | As of March 31, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Hugoton Properties | $840,349 | $734,035 | | San Juan Basin – Colorado Properties – Simcoe | $32,925 | $36,622 | | San Juan Basin – Colorado Properties – Red Willow | $23,672 | $23,181 | | San Juan Basin – New Mexico Properties – Hilcorp | $— | $— | | Total | $896,946 | $793,838 | - Total excess production costs increased by approximately **13%** from **$793,838** at December 31, 2024, to **$896,946** at March 31, 2025, primarily driven by an increase in Hugoton Properties[47](index=47&type=chunk) [Note 6—Distributable Income Per Unit](index=11&type=section&id=Note%206%E2%80%94Distributable%20Income%20Per%20Unit) This note discusses factors influencing distributable income per unit, including commodity price volatility and the Trustee's Contingent Reserve - Distributable income and distributions are heavily influenced by volatile commodity prices for oil and natural gas[50](index=50&type=chunk) - The Trustee maintains a 'Contingent Reserve' for future unknown contingent liabilities and expenses, which was **$1,891,418** as of March 31, 2025, up from **$1,762,256** as of March 31, 2024[51](index=51&type=chunk) Distributable Income Available for Distribution | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Income available for distribution prior to cash reserves withheld for Trust expenses | $80,999 | $147,029 | | Increase in the Contingent Reserve | $(130,692) | $(207,884) | | Withdrawal from the Contingent Reserve | $111,299 | $175,842 | | Distributable income available for distribution | $61,606 | $114,987 | | Distributable income available for distribution per unit | $0.0331 | $0.0617 | | Units outstanding | 1,863,590 | 1,863,590 | - Distributable income available for distribution per unit decreased by approximately **46.4%** from **$0.0617** in Q1 2024 to **$0.0331** in Q1 2025[52](index=52&type=chunk) [Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of Operations.](index=11&type=section&id=Item%202.%20Trustee%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section reviews the Trust's Q1 2025 financial performance, highlighting decreased royalty and distributable income due to lower commodity prices and higher expenses, and discusses the impact of market volatility and the Contingent Reserve - The Trust is a passive entity, owning an overriding royalty interest in oil and gas properties, with no control over operations or capital expenditures[56](index=56&type=chunk)[57](index=57&type=chunk) - Royalty income and distributions are highly dependent on volatile natural gas and oil prices, which are influenced by global supply/demand, market uncertainty, and geopolitical factors[59](index=59&type=chunk)[60](index=60&type=chunk)[65](index=65&type=chunk) - The Trustee relies entirely on Working Interest Owners for operating and financial information regarding the Royalty Properties[57](index=57&type=chunk) [Summary of Royalty Income, Production and Average Prices](index=14&type=section&id=SUMMARY%20OF%20ROYALTY%20INCOME%2C%20PRODUCTION%20AND%20AVERAGE%20PRICES) This section summarizes the Trust's royalty income, production volumes, and average commodity prices, detailing the calculation of net proceeds - Royalty income is calculated after deducting the Trust's proportionate share of capital costs, operating costs, and interest on cost carryforwards from Gross Proceeds[64](index=64&type=chunk)[68](index=68&type=chunk) Summary of Royalty Income, Production and Average Prices (Unaudited) | Metric | Natural Gas (2025) | Natural Gas Liquids (2025) | Oil and Condensate (2025) | Natural Gas (2024) | Natural Gas Liquids (2024) | Oil and Condensate (2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **The Trust's proportionate share of Gross Proceeds** | $496,562 | $290,329 | $11,684 | $593,568 | $310,644 | $13,987 | | **Less the Trust's proportionate share of:** | | | | | | | | Capital costs recovered | $(12,165) | $(11,895) | $(766) | $(35,570) | $(27,836) | $(1,795) | | Operating costs | $(497,227) | $(261,241) | $(7,427) | $(596,006) | $(249,953) | $(6,840) | | **Net proceeds** | $(12,830) | $17,193 | $3,491 | $(38,008) | $32,855 | $5,352 | | **Royalty income** | $54,904 | $52,568 | $3,491 | $99,696 | $78,609 | $5,352 | | **Average sales price (per Mcf/Bbl)** | $1.46 | $21.39 | $61.02 | $2.16 | $23.34 | $67.01 | | **Average production costs (per Mcf/Bbl)** | $13.59 | $111.15 | $143.15 | $13.69 | $82.49 | $108.10 | | **Net production volumes attributable to the Royalty paid (Mcf/Bbl)** | 37,497 | 2,457 | 57 | 46,146 | 3,367 | 80 | - Royalty income decreased by **39.6%** from **$183,657** in Q1 2024 to **$110,963** in Q1 2025[67](index=67&type=chunk) - Average sales prices for Natural Gas, Natural Gas Liquids, and Oil and Condensate all decreased in Q1 2025 compared to Q1 2024[67](index=67&type=chunk) [Financial Review](index=15&type=section&id=Financial%20Review) This review analyzes the Trust's royalty income, interest income, and general and administrative expenses, along with the management of the Contingent Reserve - Royalty income for Q1 2025 was **$110,963**, a decrease from **$183,657** in Q1 2024, primarily due to decreases in pricing and net production for natural gas, natural gas liquids, and oil/condensate, and increases in operating expenses for natural gas liquids and oil/condensate[70](index=70&type=chunk) - Interest income decreased from **$24,228** in Q1 2024 to **$20,161** in Q1 2025[70](index=70&type=chunk)[73](index=73&type=chunk) - General and administrative expenses increased to **$49,693** in Q1 2025 from **$46,192** in Q1 2024[70](index=70&type=chunk)[74](index=74&type=chunk) - The Trustee intends to allocate a portion of its fees to meet the minimum interest rate payable under the Trust Indenture, as the required **6.00%** annualized return was unavailable in the market[75](index=75&type=chunk) - The Contingent Reserve balance increased to **$1,891,418** as of March 31, 2025, from **$1,762,256** as of March 31, 2024. The Trustee intends to increase the Contingent Reserve to a total of **$2.0 million**[77](index=77&type=chunk) Monthly Per Unit Distributions | Month | 2025 | 2024 | | :--- | :--- | :--- | | January | $0.0005 | $0.0252 | | February | $0.0024 | $0.0087 | | March | $0.0302 | $0.0278 | | Total | $0.0331 | $0.0617 | [Operational Review](index=17&type=section&id=Operational%20Review) This review examines the operational performance of the Trust's royalty properties, considering global market impacts and specific property-level production and costs - Global trade volatility, OPEC+ actions, macroeconomic conditions, and geopolitical risks continue to affect oil and gas market prices, leading to potential reductions or cessation of future distributions[79](index=79&type=chunk)[80](index=80&type=chunk) - Inflationary pressures, high interest rates, and supply chain disruptions are expected to increase Working Interest Owners' expenses and adversely impact royalty income in 2025[80](index=80&type=chunk) [Global Oil and Gas Market Impact in 2025](index=17&type=section&id=Global%20Oil%20and%20Gas%20Market%20Impact%20in%202025) This section discusses how global tariffs, trade policies, and geopolitical events contribute to market volatility and increased operating expenses for Working Interest Owners - Tariffs, trade policy, and geopolitical events (e.g., Russia-Ukraine, Middle East) contribute to volatility in global oil and natural gas markets, potentially impacting Working Interest Owners' business and Trust distributions[79](index=79&type=chunk)[80](index=80&type=chunk) - High inflation, interest rates, and supply chain disruptions are expected to increase expenses for Working Interest Owners, negatively affecting royalty income in 2025[80](index=80&type=chunk) [Hugoton Royalty Properties](index=17&type=section&id=Hugoton%20Royalty%20Properties) This section details the Hugoton Royalty Properties' performance, noting no royalty income due to expenses exceeding revenues and changes in operating costs - Hugoton Royalty Properties generated no royalty income for the Trust in Q1 2025 or Q1 2024, primarily because actual expenses exceeded actual revenues as reported by Scout[81](index=81&type=chunk)[82](index=82&type=chunk) - Operating costs for Hugoton Royalty Properties decreased by approximately **11%** to **$487,403** in Q1 2025 from **$550,033** in Q1 2024, mainly due to lower compressor repair costs[84](index=84&type=chunk) - Capital expenditures were **($432)** in Q1 2025 due to an operator adjustment, compared to **$155** in Q1 2024[84](index=84&type=chunk) Hugoton Royalty Properties Production and Prices | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Average sales price:** | | | | Natural Gas (per Mcf) | $3.65 | $3.55 | | Natural Gas Liquids (per Bbl) | $20.30 | $17.44 | | Oil and Condensate (per Bbl) | $— | $— | | **Actual production volumes attributable to the Royalty paid:** | | | | Natural Gas (Mcf) | 75,118 | 76,175 | | Natural Gas Liquids (Bbls) | 5,239 | 5,350 | | Oil and Condensate (Bbls) | — | — | | **Net production volumes attributable to the Royalty paid:** | | | | Natural Gas (Mcf) | — | — | | Natural Gas Liquids (Bbls) | — | — | | Oil and Condensate (Bbls) | — | — | [San Juan Basin Royalty Properties](index=18&type=section&id=San%20Juan%20Basin%20Royalty%20Properties) This section reviews the performance of San Juan Basin royalty properties, distinguishing between Colorado and New Mexico operations and their respective royalty income contributions - Royalty income from San Juan Basin properties is calculated and paid on a state-by-state basis (Colorado or New Mexico), with the majority attributable to New Mexico properties[86](index=86&type=chunk) [San Juan Basin—Colorado Properties](index=18&type=section&id=San%20Juan%20Basin%E2%80%94Colorado%20Properties) This section details the San Juan Basin—Colorado Properties' performance, noting no royalty income due to prior period adjustments and changes in operating costs - No royalty income was generated from San Juan Basin—Colorado Properties in Q1 2025 or Q1 2024, due to prior period adjustments for joint interest billing amounts recovered by Simcoe[87](index=87&type=chunk)[89](index=89&type=chunk) - Operating costs decreased to **$29,225** in Q1 2025 from **$44,491** in Q1 2024. Capital expenditures were **$0** in both periods[90](index=90&type=chunk) San Juan Basin—Colorado Properties Production and Prices | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Average sales price:** | | | | Natural Gas (per Mcf) | $0.58 | $0.73 | | Natural Gas Liquids (per Bbl) | $0.75 | $0.66 | | Oil and Condensate (per Bbl) | $— | $— | | **Actual production volumes attributable to the Royalty paid:** | | | | Natural Gas (Mcf) | 54,368 | 63,645 | | Natural Gas Liquids (Bbls) | 898 | 1,017 | | Oil and Condensate (Bbls) | — | — | | **Net production volumes attributable to the Royalty paid:** | | | | Natural Gas (Mcf) | — | — | | Natural Gas Liquids (Bbls) | — | — | | Oil and Condensate (Bbls) | — | — | [San Juan Basin—New Mexico Properties](index=19&type=section&id=San%20Juan%20Basin%E2%80%94New%20Mexico%20Properties) This section details the San Juan Basin—New Mexico Properties' performance, highlighting decreased royalty income due to lower pricing and production, and changes in operating and capital expenditures - Royalty income decreased by approximately **40%** to **$110,963** in Q1 2025 from **$183,657** in Q1 2024, due to lower pricing and net production, and increased operating expenses for liquids/condensate[92](index=92&type=chunk) - Operating costs decreased by approximately **3%** to **$249,267** in Q1 2025 from **$258,275** in Q1 2024[93](index=93&type=chunk) - Capital expenditures decreased by approximately **61%** to **$25,258** in Q1 2025 from **$65,046** in Q1 2024, reflecting fewer major recompletion projects[93](index=93&type=chunk) San Juan Basin—New Mexico Properties Production and Prices | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Average sales price:** | | | | Natural Gas (per Mcf) | $1.46 | $2.16 | | Natural Gas Liquids (per Bbl) | $21.39 | $23.34 | | Oil and Condensate (per Bbl) | $61.02 | $67.01 | | **Actual production volumes attributable to the Royalty paid:** | | | | Natural Gas (Mcf) | 130,103 | 127,903 | | Natural Gas Liquids (Bbls) | 8,569 | 9,281 | | Oil and Condensate (Bbls) | 191 | 209 | | **Net production volumes attributable to the Royalty paid:** | | | | Natural Gas (Mcf) | 37,497 | 46,146 | | Natural Gas Liquids (Bbls) | 2,457 | 3,367 | | Oil and Condensate (Bbls) | 57 | 80 | - Hilcorp may recover past overpayments or under-estimated expenses by withholding future Net Proceeds, potentially reducing future distributions to unitholders[95](index=95&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Trust's liquidity, focusing on the Contingent Reserve and the impact of excess production costs on future distributions - The Trustee maintains a Contingent Reserve for future unknown liabilities and expenses, which is included in cash and short-term investments[96](index=96&type=chunk) - The Trustee intends to increase the Contingent Reserve to a total of **$2.0 million**, which will reduce Net Proceeds available for distribution to unitholders[97](index=97&type=chunk)[99](index=99&type=chunk) - Substantial accumulated excess production costs have decreased Trust income and distributions in recent periods, and there is no assurance of sufficient future royalty income to fund the Contingent Reserve and provide liquidity[100](index=100&type=chunk) - Unitholders may not receive material distributions in future periods if royalty income is insufficient to fund the planned increase in the Contingent Reserve[101](index=101&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This item is marked as not applicable for the Trust, indicating no specific quantitative or qualitative market risk disclosures are provided - This item is marked as 'Not applicable' for the Trust[103](index=103&type=chunk) [Item 4. Controls and Procedures.](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures.) This section confirms the effectiveness of the Trustee's disclosure controls and procedures, while noting reliance on Working Interest Owners for operational data - The Trustee's disclosure controls and procedures were evaluated as effective for the Trustee and its employees as of the end of the reporting period[104](index=104&type=chunk)[105](index=105&type=chunk) - The Trustee relies on information provided by Working Interest Owners for disclosure, including litigation status, operating data, and reserve information, and has not evaluated their internal controls[106](index=106&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - No material changes in the Trust's internal control over financial reporting were identified during the last fiscal quarter[109](index=109&type=chunk) [PART II—OTHER INFORMATION](index=23&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, risk factors, other information, exhibits, and signatures, providing additional context beyond the financial statements [Item 1. Legal Proceedings.](index=23&type=section&id=Item%201.%20Legal%20Proceedings.) The Trust is not a named party in any pending legal proceedings, but Working Interest Owners have indicated potential ordinary course litigation related to Royalty Properties - The Trust is not a named party in any pending legal proceedings[111](index=111&type=chunk) - Working Interest Owners have advised that the Trust may be subject to ordinary course litigation concerning Royalty Properties, which could materially impact future royalty income[111](index=111&type=chunk) [Item 1A. Risk Factors.](index=23&type=section&id=Item%201A.%20Risk%20Factors.) There were no material changes to the Trust's risk factors during the quarter ended March 31, 2025, as previously discussed in the Annual Report on Form 10-K - No material changes to risk factors occurred during Q1 2025[112](index=112&type=chunk) - For a comprehensive discussion of potential risks, refer to the Trust's Annual Report on Form 10-K for the year ended December 31, 2024[112](index=112&type=chunk) [Item 5. Other information.](index=23&type=section&id=Item%205.%20Other%20information.) No officer or employee of the Trustee performing policy-making functions for the Trust adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by policy-making personnel during Q1 2025[113](index=113&type=chunk) [Item 6. Exhibits.](index=23&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including the Mesa Royalty Trust Indenture, Overriding Royalty Conveyance, amendments, and certifications under the Sarbanes-Oxley Act - Key exhibits include the Mesa Royalty Trust Indenture and its amendments, the Overriding Royalty Conveyance, and certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[114](index=114&type=chunk)[116](index=116&type=chunk) [Signatures](index=25&type=section&id=SIGNATURES) The report was duly signed on behalf of Mesa Royalty Trust by The Bank of New York Mellon Trust Company, N.A., as Trustee, through Elaina Rodgers, Vice President & Trust Officer, on May 15, 2025 - The report was signed by Elaina Rodgers, Vice President & Trust Officer of The Bank of New York Mellon Trust Company, N.A., as Trustee, on May 15, 2025[119](index=119&type=chunk) - Mesa Royalty Trust has no principal executive officer, principal financial officer, or board of directors[119](index=119&type=chunk)

Financial Results Announcement - Mesa Royalty Trust announced its royalty income and income distribution for April 2025[5] - The press release detailing the financial results is attached as Exhibit 99.1[7] - The report was filed on April 18, 2025, under the Securities Exchange Act of 1934[2] Company Information - The company is listed on the New York Stock Exchange under the trading symbol MTR[3] - The report indicates that the company is not classified as an emerging growth company[4] - The financial statements and exhibits are not deemed filed under the Securities Act of 1933[6]

Royalty Income and Financial Performance - The Trust currently owns an overriding royalty interest equal to 11.44% of 90% of the Net Proceeds from specified oil and gas properties[16]. - The Trust is entitled to receive 11.44% of 90% of the Net Proceeds each month, following a significant reduction of approximately 88.56% in size due to the 1985 Assignment[16]. - The Monthly Distribution Amount is determined by the cash received from the Royalty during the month, minus obligations paid, with distributions made in January, April, July, and October[30]. - As of December 31, 2024, there were $0 of unreimbursed expenses, indicating effective cost management[31]. - The Trust will terminate if Royalty income falls below $250,000 per year for two consecutive years or if unitholders vote for termination[23]. - The Trust has no sources of liquidity other than revenues from the Royalty and interest on cash reserves held[23]. - The Trust's units are transferable, with a total of 1,863,590 units outstanding as of March 28, 2025[29]. - The Trust's Royalty income is classified as portfolio income and cannot be offset by passive losses[39]. - Distributions from the Trust are subject to backup withholding at a current rate of 24% unless proper taxpayer identification is provided[41]. - Non-U.S. unitholders are generally subject to a 30% tax on gross income from royalties, which may be reduced by applicable treaties[45]. - Royalty income for the year ended December 31, 2024, was $649,164, a significant decrease from $3,279,909 in 2023, primarily due to lower pricing for natural gas and liquids and decreased net production volumes[198]. - Distributable income for 2024 was $462,956, compared to $2,856,814 in 2023, reflecting a decrease in overall income available for distribution[198]. - The Trust's total gross proceeds for 2024 were $1,885,373, compared to $4,996,266 in 2023, showing a decrease of approximately 62%[198]. - The Trust's distributions to unitholders are influenced by the sale prices received from the marketing of production[187]. Reserves and Production - As of December 31, 2024, the Trust's total proved reserves include 9 thousand barrels of oil and condensate, 337 thousand barrels of natural gas liquids, and 4,536 million cubic feet of gas[60]. - The estimated future royalty income attributable to the Trust is $20,071 thousand, with a standardized measure of future net royalty income discounted at 10% per annum totaling $8,907 thousand[62]. - The Hugoton Royalty Properties consist of 104,437 net producing acres, while the San Juan Basin Royalty Properties encompass 31,328 net producing acres[52][54]. - The Trust's net reserves are calculated based on net revenues from Working Interest Owners, with natural gas prices averaging $2.137 per Mcf for San Juan Basin-New Mexico Royalty Properties in 2024[64]. - Total net production volumes for the year ended December 31, 2024, included 195,665 Mcf of natural gas and 12,145 Bbls of oil from Hugoton Royalty Properties[71]. - The quantities of reserves attributable to the Royalty Properties decreased in 2024 and may continue to decrease due to low commodity prices and high operating costs[121]. - Actual production volumes attributable to the Royalty paid for Hugoton Royalty Properties were 298,972 Mcf of natural gas and 23,697 Bbls of oil in 2024, compared to 313,407 Mcf and 23,450 Bbls in 2023[210]. Pricing and Market Conditions - Average sales price for natural gas decreased from $3.90 per Mcf in 2023 to $3.02 per Mcf in 2024, reflecting a significant price drop[71]. - The average Henry Hub Natural Gas Spot Prices decreased from $2.53 per MMBtu in 2023 to $2.19 per MMBtu in 2024, indicating a downward trend in market prices[75]. - The Trust's income is heavily influenced by natural gas pricing, which has a more significant impact than oil and condensate prices[70]. - The average sales price for natural gas liquids in 2024 was $3.02, down from $3.90 in 2023, indicating a decline in market pricing[198]. - Henry Hub Natural Gas Spot Prices increased from $2.58 per MMBtu on December 29, 2023, to $3.40 per MMBtu on December 31, 2024[206]. - The West Texas Intermediate spot price of crude oil increased from $71.65 per barrel on December 29, 2023, to $71.72 per barrel on December 31, 2024[206]. Operating and Administrative Costs - The Working Interest Owners are required to reimburse the Trust for 59.34%, 27.45%, and 1.77% of general and administrative expenses, respectively[23]. - Operating expenses for the Royalty Properties are based on current expenses with no future increases projected due to inflation[65]. - Total excess production costs increased to $793,838 at December 31, 2024, up from $260,731 at December 31, 2023[114]. - General and administrative expenses rose to $196,399 in 2024 from $186,843 in 2023, reflecting increased operational costs[200]. - The average production costs for natural gas in 2024 were $2.64 per Mcf, compared to $2.14 per Mcf in 2023, indicating an increase in production costs[198]. Regulatory and Environmental Factors - The Trust's operations are subject to numerous federal, state, and local environmental regulations, which can impose liability for cleanup costs[90]. - The federal Clean Water Act imposes strict controls on the discharge of pollutants, impacting operational protocols[99]. - Hydraulic fracturing operations are regulated at the state and local level, with potential legislative changes that could affect production[100]. - The Environmental Protection Agency plans to introduce proposed rules targeting per- and polyfluoroalkyl substances (PFAS), which may affect operations[97]. - Environmental regulations are becoming more stringent, potentially increasing compliance costs and adversely affecting Trust distributions[144]. - Climate change legislation could impose additional costs on the Working Interest Owners, impacting their operations and Trust distributions[147]. Risks and Uncertainties - The Trust's financial condition could be adversely affected by declines in commodity prices, particularly natural gas and crude oil[105]. - Cyber-attacks and IT system failures pose significant risks to the operations of the Working Interest Owners, potentially affecting Trust distributions[136]. - Terrorism and geopolitical instability could adversely impact Trust distributions and the market price of Trust units[135]. - The volatility of energy prices reduces the predictability of future cash distributions to unitholders[108]. - The Trustee relies on reserve estimates prepared by Miller and Lents, which may be inaccurate and affect future revenue estimates[122]. - The Trust has no control over the operations of the Royalty Properties, which are managed by independent Working Interest Owners[126]. - Cybersecurity risks could lead to increased costs and operational disruptions, affecting the Trust's financial performance[139]. Governance and Unitholder Rights - The Trust is classified as a grantor trust, incurring no federal income tax liability, with unitholders taxed on their pro rata share of income[35]. - The Trust unitholders have limited voting rights compared to stockholders of public corporations, which may affect governance[152]. - The Trust relies on Working Interest Owners for all operating and financial information regarding the Royalty Properties[186].

Financial Results Announcement - Mesa Royalty Trust announced its royalty income and income distribution for January 2025[5] - The press release detailing the financial results is attached as Exhibit 99.1[7] - The report was filed on January 17, 2025, under the Securities Exchange Act of 1934[2] Company Classification - The company is not classified as an emerging growth company[4] Financial Statements - The financial statements are not deemed incorporated by reference in any filing under the Securities Act of 1933[6]

Core Insights - Destiny Media Technologies Inc. announced a new integration between Play MPE and MTR, enhancing music promotion and tracking capabilities for artists and labels [1][2] - The integration aims to create a unified ecosystem for music distribution and monitoring, set to launch in 2025, which will provide valuable insights into promotional strategies [1][2] - MTR currently tracks airplay at over 5,000 stations in North America, indicating a significant reach for the service [2] Company Overview - Destiny Media Technologies provides SaaS solutions for the music industry, focusing on distribution and promotion challenges [3] - The core service, Play MPE, facilitates promotional music marketing to decision-makers in radio, film, and TV [3]