NYSE: VOC

On May 10, 2011, VOC Brazos and the Trust completed an initial public offering of units of beneficial interest in the Trust (the “Trust Units”). In connection with the closing of the initial public offering, on May 10, 2011, VOC Brazos conveyed a net profits interest to the Trust, which entitles the Trust to receive 80% of the net proceeds (calculated as described below) from the sale and production of substantially all of the interests in oil and natural gas properties in the states of Kansas and Texas held by VOC Brazos as of May 10, 2011 (the “net profits interest”), pursuant to the Conveyance of Net Profits Interest dated as of May 10, 2011 (the “Conveyance”). VOC Brazos’ net interests in such properties, after deduction of all royalties and other burdens on production thereon as of May 10, 2011, is referred to in this Form 10-K as the “Underlying Properties.” As of December 31, 2025, the Underlying Properties included interests in 703 gross (433.4 net) producing wells and included 80,935 gross (50,160.7 net) acres.

The net profits interest will terminate on the later to occur of (1) December 31, 2030, or (2) the time from and after January 1, 2011 when 10.6 MMBoe have been produced from the Underlying Properties and sold (which amount is the equivalent of 8.5 MMBoe in respect of the Trust’s right to receive 80% of the net proceeds from the Underlying Properties pursuant to the net profits interest), and the Trust will soon thereafter wind up its affairs and terminate. As of December 31, 2025, cumulatively, since inception, the Trust has received payment for approximately 7.7 MMBoe of the Trust’s 8.5 MMBoe interest.

The Trust will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deducting the Trust’s administrative expenses, on or about 45 days following the completion of each quarter through (and including) the quarter ending December 31, 2030. Because payments to the Trust will be generated by depleting assets and the Trust has a finite life with the production from the Underlying Properties diminishing over time, a portion of each distribution will represent a return of the original investment in the Trust Units.

The amount of Trust revenues and cash distributions to Trust unitholders will depend on, among other things:

oil sales prices and, to a lesser extent, natural gas sales prices;

volumes of oil and natural gas produced and sold attributable to the Underlying Properties;

property and production taxes;

development expenses;

lease operating expenses; and

administrative expenses of the Trust.

The Trust was created to acquire and hold the net profits interest for the benefit of the Trust unitholders. The net profits interest is passive in nature and neither the Trust nor the Trustee has any control over or responsibility for costs relating to the operation of the Underlying Properties. The business and affairs of the Trust are managed by the Trustee, and neither VOC Brazos nor any of its affiliates has the ability to manage or influence the operations of the Trust. Vess Oil Corporation (“Vess Oil”), L.D. Drilling, Inc. and Davis Petroleum, Inc. (collectively, the “VOC Operators”) are currently the operator or contract operator of substantially all of the Underlying Properties. Effective September 1, 2022, Vess Oil took over, from Davis Petroleum, Inc., operations of the Underlying Properties in which VOC Brazos had an ownership interest; and effective July 1, 2023, Vess Oil took over, from L.D. Drilling, Inc., operations of the Underlying Properties in which VOC Brazos had an ownership interest. VOC Brazos does not, as a matter of course, make public projections as to future sales, earnings or other results relating to the Underlying Properties.

Description of the Trust Units

Each Trust Unit is a unit of beneficial interest in the Trust and is entitled to receive cash distributions from the Trust on a pro rata basis. Each Trust unitholder has the same rights regarding each of his or her Trust Units as every other Trust unitholder has regarding his or her units. The Trust Units are in book-entry form only and are not represented by certificates. The Trust had 17,000,000 Trust Units outstanding as of March 24, 2026.

Distributions and Income Computations

Each quarter, the Trustee determines the amount of funds available for distribution to the Trust unitholders. Available funds are the excess cash, if any, received by the Trust from the net profits interest and other sources (such as interest earned on any amounts reserved by the Trustee) in that quarter, over the Trust’s expenses for that quarter. Available funds are reduced by any cash the Trustee decides to hold as a reserve against future expenses. Quarterly cash distributions during the term of the Trust are made by the Trustee on or before the 45th day following the end of each quarter to the Trust unitholders of record on the 30th day following the end of each quarter (or the next succeeding business day).

Unless otherwise advised by counsel or the Internal Revenue Service (the “IRS”), the Trustee will treat the income and expenses of the Trust for each quarter as belonging to the Trust unitholders of record on the quarterly record date. For federal income tax purposes, Trust unitholders must take into account items of income, gain, loss, deduction and credit consistent with their methods of accounting and without regard to the taxable year or accounting method employed by the Trust and without regard to the quarter in which the Trust makes distributions related to those items to the Trust unitholders. Variances between taxable income and cash distributions may occur. For example, the Trustee could establish a reserve in one quarter using funds that would be included in income in the quarter in which the reserve is created but may not result in a tax deduction or a distribution until a later quarter or possibly in a later taxable year. Similarly, the Trustee could also make a payment in one quarter that would be amortized for income tax purposes over several quarters. See “— Federal Income Tax Matters.”

Periodic Reports

The Trustee files all required Trust federal and state income tax and information returns. The Trustee prepares and provides the tax information that Trust unitholders need to correctly report their share of the income and deductions of the Trust. The Trustee also causes to be prepared and filed reports required to be filed under the Exchange Act and by the rules of any securities exchange or quotation system on which the Trust Units are listed or admitted to trading, and also causes the Trust to comply with the provisions of the Sarbanes-Oxley Act of 2002, including but not limited to, by establishing, evaluating and maintaining a system of internal control over financial reporting in compliance with the requirements of Section 404 thereof.

Each Trust unitholder and his or her representatives may examine, for any proper purpose, during reasonable business hours, the records of the Trust and the Trustee.

Liability of Trust Unitholders

Under the Delaware Statutory Trust Act, Trust unitholders are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the General Corporation Law of the State of Delaware. Courts in jurisdictions outside of Delaware, however, may not give effect to such limitation.

Voting Rights of Trust Unitholders

The Trustee or Trust unitholders owning at least 10% of the outstanding Trust Units may call meetings of Trust unitholders. The Trust is responsible for all costs associated with calling a meeting of Trust unitholders unless such meeting is called by Trust unitholders, in which case the Trust unitholders calling the meeting are responsible for all such costs. Meetings must be held in such location as the Trustee designates in the notice of such meeting. The Trustee must send written notice of the time and place of the meeting and the matters to be acted upon to all of the Trust unitholders at least 20 days and not more than 60 days before the meeting. Trust unitholders representing a majority of Trust Units outstanding must be present or represented by proxy to have a quorum. Each Trust unitholder is entitled to one vote for each Trust Unit owned.

Unless otherwise required by the Trust Agreement, a matter may be approved or disapproved by the vote of Trust unitholders owning a majority of the Trust Units at a meeting where there is a quorum. This is true even if holders owning a majority of the total Trust Units did not approve it. The affirmative vote of the holders of a majority of the outstanding Trust Units is required to:

dissolve the Trust;

remove the Trustee or the Delaware Trustee;

amend the Trust Agreement (except with respect to certain matters that do not adversely affect the rights of Trust unitholders in any material respect);

merge or consolidate the Trust with or into another entity; or

approve the sale of all or any material part of the assets of the Trust.

In addition, the Trustee may make certain amendments to the Trust Agreement without approval of the Trust unitholders. The Trustee must consent before all or any part of the Trust assets can be sold except in connection with the dissolution of the Trust or limited sales directed by VOC Brazos in conjunction with its sale of Underlying Properties.

Duration of the Trust; Sale of the Net Profits Interest

The Trust will remain in existence until shortly after the liquidation date, which is the later to occur of (1) December 31, 2030 or (2) the time when 10.6 MMBoe (which is the equivalent of 8.5 MMBoe in respect of the Trust’s right to receive 80% of the net proceeds from the Underlying Properties pursuant to the net profits interest) have been produced and sold. The net profits interest will terminate on the liquidation date, at which point the Trust will dissolve and commence winding up its business and affairs.

The Trust will dissolve and commence winding up its business and affairs prior to the liquidation date if:

the Trust sells the net profits interest;

annual cash proceeds received by the Trust attributable to the net profits interest are less than $1 million for each of two consecutive years;

the holders of a majority of the outstanding Trust Units vote in favor of dissolution; or

there is a judicial dissolution of the Trust.

Upon dissolution prior to the liquidation date, the Trustee would sell all of the Trust’s assets, which are limited to the net profits interest, and do not include the Underlying Properties, either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders.

Computation of Net Proceeds

The provisions of the Conveyance governing the computation of the net proceeds are detailed and extensive. The following information summarizes the material information contained in the Conveyance related to the computation of the net proceeds. For more detailed provisions concerning the net profits interest, please see the Conveyance, which is included as an exhibit to this Form 10-K.

Net Profits Interest

The net profits interest was conveyed to the Trust by VOC Brazos on May 10, 2011 by means of a conveyance instrument that has been recorded in the appropriate real property records in each county in Kansas and Texas where the oil and natural gas properties to which the Underlying Properties relate are located. The net profits interest burdens the net interest owned by VOC Brazos in the Underlying Properties in existence as of May 10, 2011.

The amounts paid to the Trust for the net profits interest are based on the definitions of “gross proceeds” and “net proceeds” contained in the Conveyance and described below. Under the Conveyance, net proceeds are computed quarterly, and 80% of the aggregate net proceeds attributable to a computation period will be paid to the Trust on or before the 30th day of the month following the computation period. VOC Brazos will not pay to the Trust any interest on the net proceeds held by VOC Brazos prior to payment to the Trust. The Trustee will make distributions to Trust unitholders quarterly, if sufficient funds are available. See “— Description of the Trust Units — Distributions and Income Computations.”

“Gross proceeds” means the aggregate amount received by VOC Brazos from sales of oil and natural gas produced from the Underlying Properties (other than amounts received for certain future non-consent operations). However, gross proceeds does not include consideration for the transfer or sale of any Underlying Property by VOC Brazos or any subsequent owner to any new owner. Gross proceeds also does not include any amount for oil or natural gas lost in production or marketing or used by the owner of the Underlying Properties in drilling, production and plant operations. Gross proceeds includes payments for future production if they are not subject to repayment in the event of insufficient subsequent production.

“Net proceeds” means gross proceeds less the following:

all payments to mineral owners or landowners, such as royalties, overriding royalties or other burdens against production, delay rentals, shut-in oil and natural gas payments, minimum royalty or other payments for drilling or deferring drilling;

any taxes paid by the owner of an Underlying Property to the extent not deducted in calculating gross proceeds, including estimated and accrued general property (ad valorem), production, severance, sales, gathering, excise and other taxes;

any extraordinary taxes or windfall profits taxes that may be assessed in the future that are based on profits realized or prices received for production from the Underlying Properties;

costs paid by an owner of a property comprising the Underlying Properties under any joint operating agreement pursuant to the terms of the Conveyance;

all other costs and expenses, development costs and liabilities of drilling, recompleting, workovers, operating and producing oil and natural gas, including allocated expenses such as labor, vehicle and travel costs and materials and any plugging and abandonment liabilities (net of any capital costs for which a reserve had already been made to the extent such development costs are incurred during the computation period) other than costs and expenses for certain future non-consent operations;

costs or charges associated with gathering, treating and processing oil and natural gas (provided, however, that any proceeds attributable to treatment or processing will offset such costs or changes, if any);

any overhead charge incurred pursuant to any operating agreement relating to an Underlying Property;

costs for recording the Conveyance and costs estimated to record the termination and for the release of the Conveyance;

amounts previously included in gross proceeds but subsequently paid as a refund, interest or penalty;

costs and expenses for renewals or extensions of leases; and

at the option of VOC Brazos (or any subsequent owner of the Underlying Properties), amounts reserved for approved development, maintenance or operating expenditures, including well drilling, recompletion and workover costs, which amounts will at no time exceed $1.0 million in the aggregate, and will be subject to the limitations described below (provided that such costs shall not be debited from gross proceeds when actually incurred).

Certain non-production revenues, including salvage value for equipment related to plugged and abandoned wells, as detailed in the Conveyance, offset the costs outlined above in calculating the net proceeds. If any excess amounts have not been used to offset costs at the time when the later to occur of (1) December 31, 2030 or (2) the time when 10.6 MMBoe (which is the equivalent of 8.5 MMBoe in respect of the net profits interest) have been produced from the Underlying Properties and sold, then Trust unitholders will not be entitled to receive the benefit of such excess amounts.

During each twelve-month period beginning on the later to occur of (1) December 31, 2027 and (2) the time when 9.8 MMBoe have been produced from the Underlying Properties and sold (which is the equivalent of 7.8 MMBoe in respect of the net profits interest), which we refer to herein, in either case, as the “Capital Expenditure Limitation Date,” the sum of the development expenditures and amounts reserved for approved development expenditure projects for such twelve-month period may not exceed the Average Annual Capital Expenditure Amount. The “Average Annual Capital Expenditure Amount” means the quotient of (x) the sum of the development expenditures and amounts reserved for approved development expenditure projects with respect to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (y) three. Commencing on the Capital Expenditure Limitation Date, and each anniversary of the Capital Expenditure Limitation Date thereafter, the Average Annual Capital Expenditure Amount will be increased by 2.5% to account for expected increased costs due to inflation.

As is customary in the oil and natural gas industry, VOC Brazos pays an overhead fee to the VOC Operators to operate the Underlying Properties on behalf of VOC Brazos. The operating activities include various engineering, accounting and administrative functions.

The fee is based on a monthly charge per active operated well, which totaled $2.0 million paid to the VOC Operators in 2023, $2.1 million paid in 2024, and $2.2 million paid in 2025 for all of the Underlying Properties for which VOC Brazos was designated as the operator. The fee is adjusted annually and will increase or decrease each year based on changes in the Overhead Adjustment Index (“OAI”) published by the Council of Petroleum Accountants Society (“COPAS”) for that year.

If the net proceeds for any computation period is a negative amount, the Trust will receive no payment for that period, and any such negative amount plus accrued interest at the prime rate will be deducted from gross proceeds in the following computation period for purposes of determining the net proceeds for that following computation period.

Gross proceeds and net proceeds are calculated on a cash receipts and cash disbursements basis except that certain costs, primarily ad valorem taxes and expenditures of a material amount, may be determined on an accrual basis.

Additional Provisions

If a controversy arises as to the sales price of any production, then for purposes of determining gross proceeds:

amounts withheld or placed in escrow by a purchaser are not considered to be received by the owner of the Underlying Property until actually collected;

amounts received by the owner of the Underlying Property and promptly deposited with a nonaffiliated escrow agent will not be considered to have been received until disbursed to it by the escrow agent; and

amounts received by the owner of the Underlying Property and not deposited with an escrow agent will be considered to have been received.

The Trustee is not obligated to return any cash received from the net profits interest. Any overpayments that VOC Brazos makes to the Trust due to adjustments to prior calculations of net proceeds or otherwise will reduce future amounts payable to the Trust until VOC Brazos recovers the overpayments plus interest at the prime rate.

The Conveyance generally permits VOC Brazos to transfer without the consent or approval of the Trust unitholders all or any part of its interest in the Underlying Properties, subject to the net profits interest. The Trust unitholders are not entitled to any proceeds of a sale or transfer of VOC Brazos’ interest unless certain conditions set forth in the following paragraph are satisfied. Except in certain cases where the net profits interest is released, following a sale or transfer, the Underlying Properties will continue to be subject to the net profits interest, and the net proceeds attributable to the transferred property will be calculated as part of the computation of net proceeds described in this Form 10-K.

In addition, VOC Brazos may, without the consent of the Trust unitholders, require the Trust to release the net profits interest associated with any lease that accounts for no more than 0.25% of the total production from the Underlying Properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any 12-month period, an aggregate fair market value to the Trust of $500,000. These releases will be made only in connection with a sale by VOC Brazos to a non-affiliate of the relevant Underlying Properties and are conditioned upon the Trust receiving an amount equal to the fair value to the Trust of such net profits interest. Any net sales proceeds paid to the Trust are distributed to the Trust unitholders for the quarter in which they are received.

As the designated operator of a property comprising the Underlying Properties, VOC Brazos may enter into farm-out, operating, participation and other similar agreements to develop the property. VOC Brazos may enter into any of these agreements without the consent or approval of the Trustee or any Trust unitholder.

VOC Brazos and any transferee of an Underlying Property will have the right to abandon its interest in any well or property if it reasonably believes the well or property ceases to produce or is not capable of producing in commercially paying quantities. In making such decisions, VOC Brazos or any transferee of an Underlying Property is required under the applicable conveyance to operate, or to use commercially reasonable efforts to cause the operators of the Underlying Properties to operate these properties as would a reasonably prudent operator in the State of Kansas or Texas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits interest as a burden on such property. Upon termination of the lease, the portion of the net profits interest relating to the abandoned property will be extinguished.

VOC Brazos must maintain books and records sufficient to determine the amounts payable for the net profits interest to the Trust. Quarterly and annually, VOC Brazos must deliver to the Trustee a statement of the computation of the net proceeds for each computation period. The Trustee has the right to inspect and copy the books and records maintained by VOC Brazos during normal business hours and upon reasonable notice.

Federal Income Tax Matters

The following is a summary of certain U.S. federal income tax matters that may be relevant to Trust unitholders. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations thereunder and current administrative rulings and court decisions, all of which are subject to changes that may or may not be retroactively applied. No attempt has been made in the following summary to comment on all U.S. federal income tax matters affecting the Trust or the Trust unitholders.

The summary is limited to Trust unitholders who are individual citizens or residents of the United States. Accordingly, the following summary has limited application to domestic corporations and persons subject to specialized federal income tax treatment. Each Trust unitholder should consult his or her own tax advisor with respect to his or her particular circumstances.

Classification and Taxation of the Trust

Tax counsel to the Trust advised the Trust at the time of formation that, for federal income tax purposes, in its opinion the Trust will be treated as a grantor trust and not as an unincorporated business entity. No ruling has been or will be requested from the IRS with respect to the federal income tax treatment of the Trust, including as to the status of the Trust as a grantor trust for such purposes. Thus, no assurance can be provided that the tax treatment of the Trust would be sustained by a court if contested by the IRS or another taxing authority. The remainder of the discussion below is based on tax counsel’s opinion, at the time of formation, that the Trust will be classified as a grantor trust for federal income tax purposes. As a grantor trust, the Trust will not be subject to federal income tax at the trust level. Rather, each Trust unitholder will be considered for federal income tax purposes to own its proportionate share of the Trust’s assets directly as though no trust were in existence. The income of the Trust is deemed to be received or accrued by the Trust unitholder at the time such income is received or accrued by the Trust, rather than when distributed by the Trust. Each Trust unitholder will be subject to tax on its proportionate share of the income and gain attributable to the assets of the Trust and will be entitled to claim its proportionate share of the deductions and expenses attributable to the assets of the Trust, subject to applicable limitations, in accordance with the Trust unitholder’s tax method of accounting and without regard to the taxable year or accounting method employed by the Trust.

The Trust will allocate items of income, gain, loss, deductions and credits to Trust unitholders based on record ownership at each quarterly record date. It is possible that the IRS or another taxing authority could disagree with this allocation method and could assert that income and deductions of the Trust should be determined and allocated on a daily, prorated or other basis, which could require adjustments to the tax returns of the Trust unitholders affected by this issue and result in an increase in the administrative expense of the Trust in subsequent periods.

Classification of the Net Profits Interest

Tax counsel to the Trust also advised the Trust at the time of formation that, for federal income tax purposes, based upon representations made by VOC Brazos regarding the expected economic life of the Underlying Properties and the expected duration of the net profits interest, in its opinion the net profits interest should be treated as a “production payment” under Section 636 of the Code or otherwise as a debt instrument. On the basis of that advice, the Trust will treat the net profits interest as indebtedness subject to Treasury regulations applicable to contingent payment debt instruments, and by purchasing Trust Units, a Trust unitholder will agree to be bound by the Trust’s application of those regulations, including the Trust’s determination of the rate at which interest will be deemed to accrue on the net profits interest. No assurance can be given that the IRS or another taxing authority will not assert that the net profits interest should be treated differently. Any such different treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in Trust Units and could require a Trust unitholder to accrue income at a rate different than that determined by the Trust.

Widely Held Fixed Investment Trust Reporting Information

The Trustee assumes that some Trust Units are held by middlemen, as such term is broadly defined in Treasury regulations (and includes custodians, nominees, certain joint owners, and brokers holding an interest for a custodian in street name). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. The Bank of New York Mellon Trust Company, N.A., 601 Travis Street, Floor 16, Houston, Texas 77002, telephone number 1-855-802-1094, is the representative of the Trust that will provide tax information in accordance with applicable Treasury regulations governing the information reporting requirements of the Trust as a WHFIT. Notwithstanding the foregoing, the middlemen holding Trust Units on behalf of Trust unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting requirements under the Treasury regulations with respect to such Trust Units, including the issuance of IRS Forms 1099 and certain written tax statements. Trust unitholders whose Trust Units are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust Units. Any generic tax information provided by the Trustee of the Trust is intended to be used only to assist Trust unitholders in the preparation of their federal and state income tax returns.

Available Trust Tax Information

In compliance with the reporting requirements for WHFITs and the dissemination of Trust tax reporting information, the Trustee provides a generic tax information reporting booklet that is intended to be used only to assist Trust unitholders in the preparation of their 2025 federal and state income tax returns. The projected payment schedule for the net profits interest is included with the tax information booklet. This tax information booklet, when available, can be obtained at https://voc.q4web.com/home/default.aspx.

Description of the Underlying Properties

The Underlying Properties consist of VOC Brazos’ net interests in substantially all of its oil and natural gas properties after deduction of all royalties and other burdens on production thereon as of May 10, 2011, which properties are located in the states of Kansas and Texas. The VOC Operators are currently the operators or contract operators of substantially all of the Underlying Properties.

VOC Brazos’ interests in the properties comprising the Underlying Properties require VOC Brazos to bear its proportionate share along with the other working interest owners of the costs of development and operation of such properties. The Underlying Properties are burdened by non-working interests owned by third parties consisting primarily of overriding royalty and royalty interests retained by the owners of the land subject to the working interests. These landowners’ royalty interests typically entitle the landowner to receive 12.5% of the revenue derived from oil and natural gas production resulting from wells drilled on the landowner’s land, without any deduction for drilling costs or other costs related to production of oil and natural gas. A working interest percentage represents a working interest owner’s proportionate ownership interest in a property in relation to all other working interest owners in that property, whereas a net revenue interest percentage is a working interest owner’s percentage of production after reducing such percentage by the percentage of burdens on such production such as royalties and overriding royalties.

Based on the reserve report, the net profits interest would entitle the Trust to receive net proceeds from the sale of production of not less than 10.6 MMBoe of proved reserves attributable to the Underlying Properties expected to be produced over the term of the Trust. The Trust is entitled to receive 80% of the net proceeds from the sale of production of oil and natural gas attributable to the Underlying Properties that are produced during the term of the Trust, whereas total reserves as reflected on the summary reserve reports and attributable to the Underlying Properties include all reserves expected to be economically produced during the economic life of the Underlying Properties.

In general, the producing wells included in the Underlying Properties have stable production profiles and their production is long-lived. Based on the reserve report, annual production from the Underlying Properties is expected to decline at an average annual rate of 8.7% over the next 20 years assuming no additional development drilling or other development expenditures are made on the Underlying Properties after 2032. VOC Brazos expects total development expenditures for the Underlying Properties through December 31, 2032 will be approximately $36.9 million, which it expects will partially offset the natural decline in production otherwise expected to occur with respect to the Underlying Properties as described in more detail below.

Reserves

The engineering department of Vess Oil Corporation, who serves as contract operator for VOC Brazos, maintains oversight and compliance responsibility for the internal reserve estimate process and, in accordance with internal policies and procedures, provides appropriate data to independent third party engineers for the annual estimation of year-end reserves. This engineering department accumulates historical production data for the Underlying Properties, calculates historical lease operating expenses and differentials, updates working interests and net revenue interests, and obtains logs, 3-D seismic and other geological and geophysical information. This data is forwarded to Cawley, Gillespie & Associates, Inc. (“CG&A”), thereby allowing CG&A to prepare estimated proved reserves in their entirety based on such data.

Estimates of the proved oil and gas reserves attributable to the Trust as of December 31, 2023, 2024 and 2025 are based on reports prepared by CG&A. CG&A has been in business since 1961 and serves many organizations and individuals in the petroleum industry, including owners and operators of oil and gas

properties, exploration groups, planners, and professionals in investment and finance. One of the principal businesses of CG&A is providing detailed assessment of producing reservoirs. CG&A is an independent firm of petroleum engineers, geologists, geophysicists and petrophysicists and does not own an interest in the Underlying Properties and is not employed on a contingent basis. Mr. W. Todd Brooker, President, is the technical person at CG&A who is primarily responsible for overseeing CG&A’s preparation of the reserve estimates. Mr. Brooker is a graduate of the University of Texas at Austin with a Bachelor of Science degree in Petroleum Engineering and has 34 years of experience in petroleum engineering. He is a licensed professional engineer in the State of Texas (License #83462).

Oil and gas proved reserves are disclosed by significant geographic area, using the 12-month average beginning-of-month price for the year, based on the use of reliable technologies to estimate proved oil and gas reserves, if those technologies have been demonstrated to result in reliable conclusions about reserves volumes. Reserve and related information for 2023, 2024 and 2025 is presented consistent with these requirements.

Proved Reserves of VOC Energy Trust. The following table sets forth, as of December 31, 2025, estimated proved reserves attributable to the Trust derived from the reserve report. A summary of the reserve report is included below.

Oil

(MBbls)

Natural

gas

(MMcf)

Oil

equivalents

(MBoe)

Proved Developed

1,203
1,342

Proved Undeveloped

Total Proved

1,563
1,006
1,730

Information concerning historical changes in net proved reserves attributable to the Trust, and the calculation of the standardized measure of discounted future net revenues related thereto, is contained in Note J to the financial statements of the Trust included in this Form 10-K. VOC Brazos has not filed reserve estimates covering the Underlying Properties with any other federal authority or agency.

The following table summarizes the changes in estimated proved reserves attributable to the Trust for the periods indicated.

VOC Energy Trust

Oil

(MBbl)

Natural

Gas

(MMcf)

Oil

Equivalents

(MBoe)

Proved Reserves:

Balance, December 31, 2022

2,824
1,986
3,156

Revisions of previous estimates

(158)
(410)
(227)

Production(1)

(387)
(220)
(424)

Balance, December 31, 2023

2,279
1,356
2,505

Revisions of previous estimates

(46)
(39)

Production(1)

(356)
(209)
(391)

Balance, December 31, 2024

1,877
1,188
2,075

Revisions of previous estimates

(2)

Production(1)

(351)
(181)
(382)

Balance, December 31, 2025

1,563
1,005
1,730

Proved Developed Reserves:

Balance, December 31, 2022

2,226
1,712
2,512

Balance, December 31, 2023

1,860
1,154
2,052

Balance, December 31, 2024

1,524
1,020
1,694

Balance, December 31, 2025

1,203
1,342

VOC Energy Trust

Oil

(MBbl)

Natural

Gas

(MMcf)

Oil

Equivalents

(MBoe)

Proved Undeveloped Reserves:

Balance, December 31, 2022

Proved undeveloped reserves converted to proved developed by drilling

Additional proved undeveloped reserves added

Revisions of previous estimates

(290)
(120)
(310)

Balance, December 31, 2023

Proved undeveloped reserves converted to proved developed by drilling

Additional proved undeveloped reserves added

Revisions of previous estimates

(223)
(117)
(243)

Balance, December 31, 2024

Proved undeveloped reserves converted to proved developed by drilling

Additional proved undeveloped reserves added

Revisions of previous estimates

(5)
(5)

Balance, December 31, 2025

(1)

Reflects sales volumes produced during the noted year regardless of whether royalty payments thereon have been remitted to the Trust by VOC Brazos.

None of the proved undeveloped reserves have remained undeveloped for five years or more after they were initially disclosed as proved undeveloped reserves.

The reserves above represent the Trust’s 80% net profits interest in the Underlying Properties for the remainder of the term of the Trust.

The following table sets forth the estimates of total proved reserves and forecasts of economics attributable to the Underlying Properties as of December 31, 2025 for the remainder of the term of the Trust, as presented in the summary prepared by CG&A of its reserve report as of December 31, 2025 for the Trust. The estimates of proved reserves have not been filed with or included in reports to any federal authority or agency. The discounted cash flow value shown in the table is not intended to represent the current market value of the estimated oil and natural gas reserves attributable to the Trust’s interests.

Proved

Developed

Producing

Proved

Developed

Non-Producing

Proved

Undeveloped

Total

Proved

(dollars in thousands)

Net Reserves

Oil (MBbl)

1,495.2
7.9
450.2
1,953.3

Gas (MMcf)

810.9
0.0
111.0
921.9

NGL (MBbl)

60.5
0.0
25.4
85.9

Revenue

Oil

$
93,432.8
$
478.5
$
28,975.2
$
122,886.5

Gas

2,003.2
0.0
209.4
2,212.6

NGL

1,105.5
0.0
414.4
1,519.9

Severance Taxes

2,486.7
21.9
1,340.1
3,848.6

Ad Valorem Taxes

2,519.7
28.7
1,027.0
3,575.4

Operating Expenses

58,392.0
26.1
1,941.0
60,359.1

Future Development Costs

465.2
47.5
36,184.0
36,696.7

Proved

Developed

Producing

Proved

Developed

Non-Producing

Proved

Undeveloped

Total

Proved

(dollars in thousands)

80% Net Profits Interest Net Operating Income (NPI)(1)

$
26,142.3
$
283.5
$
(8,714.5)
$
17,711.3

80% NPI(2)

$
21,493.8
$
232.9
$
(9,214.5)
$
12,512.2

(1)

Before interest and taxes.

(2)

Discounted at 10%.

The net profits interest entitles the Trust to receive 80% of the net proceeds attributable to the Underlying Properties. The net profits interest will terminate on the later to occur of (1) December 31, 2030, or (2) the time when 10.6 MMBoe have been produced from the Underlying Properties and sold, and the Trust will soon thereafter wind up its affairs and terminate. Based on the reserve report for the year ended December 31, 2025, CG&A estimated that the net profits interest would terminate on December 31, 2030 based on the calculation that 10.6 MMBoe would have been produced from the Underlying Properties and sold (which amount is the equivalent of 8.5 MMBoe in respect of the Trust’s right to receive 80% of the net proceeds from the Underlying Properties pursuant to the net profits interest) prior to this date.

Oil and gas prices were adjusted to a WTI Cushing oil price of $65.34 per Bbl and a Henry Hub natural gas price of $3.387 per MMBtu. As specified by the SEC, these prices are 12-month averages based upon the price on the first day of each month during 2025. The price adjustments were based on oil price differentials forecast at −$4.50 per Bbl for all Kansas Underlying Properties. For Texas properties, oil price differentials were applied at −$0.50 per Bbl for the Kurten (Woodbine) Field and Madisonville West Field wells, −$2.00 per Bbl for the Sand Flat Unit Field Wells and Hitts Lake North Field wells. Oil price differentials were not escalated. Gas and NGL price differentials varied by property as provided by VOC Brazos and were also not escalated. The base price differentials may include local basis differentials, transportation, gas shrinkage, gas heating value (BTU content) and/or crude quality and gravity corrections. Operating expenses, workover expenses, COPAS overhead charges and investments were forecast on a per property basis as furnished by VOC Brazos. Expenses and investments were held constant in accordance with SEC rules and guidelines.

For Kansas properties, severance taxes were applied at 4.33 percent of revenue until exemption levels were forecasted to be reached. The severance tax rate was dropped to zero when a rate of 6 Bbl/day per well was reached or when gross gas production value reached $87/day per gas well. Severance taxes were forecasted at 4.6 percent of oil revenue and 7.5 percent of gas and NGL revenue for properties in Texas. Ad valorem taxes for Kansas properties were applied at 6.0 percent of revenue but dropped to 2.0 percent as properties qualified for the tax exemption. Kansas oil and gas conservation taxes were included within the severance tax estimates. Ad valorem taxes were applied at 3.29 percent of revenue (after severance taxes) for the Texas properties.

The estimates of proved oil and natural gas reserves attributable to the Underlying Properties are based on estimates prepared by CG&A. Rules and guidelines established by the SEC regarding the present value of future net revenues were used to prepare these reserve estimates. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner, and estimates of other engineers might differ materially from those included in the report. The accuracy of any reserve estimate is a function of the quality of available data and engineering, and estimates may justify revisions based on the results of drilling, testing, and production activities. Accordingly, reserve estimates are inherently imprecise and should not be construed as representing the actual quantities of future production or cash flows to be realized from oil and natural gas properties or the fair market value of such properties.

Producing Acreage and Well Counts

For the following data, “gross” refers to the total wells or acres in which VOC Brazos owns a working interest and “net” refers to gross wells or acres multiplied by the percentage working interest owned by VOC

Brazos. Although many of VOC Brazos’ wells produce both oil and natural gas, a well is categorized as an oil well or a natural gas well based upon the ratio of oil to natural gas production.

The Underlying Properties are interests in developed properties located in oil and natural gas producing regions of Kansas and Texas. The following is a summary of the approximate acreage of the Underlying Properties at December 31, 2025.

Gross

Net

(acres)

Developed Acreage:

Kansas

57,242
33,319.4

Texas

23,693
16,841.3

Total

80,935
50,160.7

Undeveloped Acreage:

—
—

The following is a summary of the producing wells on the Underlying Properties as of December 31, 2025:

Operated Wells

Non-Operated

Wells

Total

Gross

Net

Gross

Net

Gross

Net

Oil

422.5
7.6
430.1

Natural gas

2.6
0.7
3.3

Total

425.1
8.3
433.4

VOC Brazos did not drill any developmental wells or exploratory wells on the Underlying Properties during the years ended December 31, 2023, 2024, and 2025.

VOC Brazos continues to develop further proved undeveloped reserves pursuant to its planned development and workover program. See “Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations — Planned Development and Workover Program” for more information regarding VOC Brazos’ joint venture agreement with Hawkwood Energy East Texas, LLC, the Hawkwood Earning Wells, and the Hawkwood Development Wells (each as defined therein).

The following table shows the average sales prices per Bbl of oil and Mcf of natural gas produced and the production costs and production and property taxes per Boe received by the Trust from the Underlying Properties.

Year Ended December 31,

Sales prices:

Oil (per Bbl)

$
75.33
$
76.66
$
65.44

Natural gas (per Mcf)

$
4.68
$
2.95
$
3.22

Lease operating expense (per Boe)

$
26.17
$
29.07
$
29.42

Production and property taxes (per Boe)

$
3.74
$
3.51
$
3.71

Major Producing Areas

The following table summarizes the estimated proved reserves by operating area attributable to the Underlying Properties according to the reserve report and the corresponding pre-tax PV-10 value as of December 31, 2025.

Proved Reserves(1)

Operating Area

Oil

(MBbls)

Natural

Gas

(MMcf)

Total

(MBoe)

% of

Total

Reserves

Pre-Tax

PV-10%

Value(2)

% of

Pre-Tax

PV-10%

Value

(In Thousands)

Kansas (149 Fields)

Fairport

6.9%
$
4,506
11.6%

Marcotte

2.0
1,292
3.3

Chase-Silica

1.7
1,148
3.0

Bindley

0.9
2.4

Mueller

1.2
2.2

Codell

0.6
1.4

Rosa Northwest

0.7
1.4

Diebolt

1.2
1.3

Wesley

0.6
1.3

Zurich

0.4
1.2

Lippoldt

0.5
1.2

Other

14.4
2,413
6.2

Kansas Total

1,677
1,732
31.2
14,177
36.5

Texas (4 Fields)

Kurten

2,682
3,519
3,269
58.9
16,176
41.6

Hitts Lake North

7.0
7,289
18.8

Sand Flat

2.6
1,006
2.6

Madisonville West

0.3
0.5

Texas Total

3,227
3,543
3,817
68.8
24,660
63.5

Total

4,904
3,870
5,549
100.0%
$
38,837
100.0%

(1)

In accordance with the rules and regulations promulgated by the SEC, the proved reserves presented above were determined using the twelve-month unweighted arithmetic average of the first-day-of-the-month price for the period from January 1, 2025 through December 1, 2025 and were held constant for the life of the properties. This yielded a base price for oil of $65.34 per barrel and a base price for natural gas of $3.387 per MMBtu.

(2)

Because the Trust bears no federal tax expense and taxable income is passed through to the Trust unitholders, no provision for federal or state income taxes is included in the summary reserve reports and therefore the standardized measure of discounted future net cash flows attributable to the Underlying Properties is equal to the pre-tax PV-10 value. PV-10 may not be considered a GAAP financial measure as defined by the SEC and is derived from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure. The pre-tax PV-10 value and the standardized measure of discounted future net cash flows do not purport to present the fair value of the oil and natural gas reserves attributable to Underlying Properties.

Kansas. As of December 31, 2025, proved reserves attributable to the portion of the Kansas Underlying Properties were approximately 1.7 MMBoe and were located in three primary areas: Central Kansas Uplift, Western Kansas and South-Central Kansas. As of December 31, 2025, the VOC Operators operated 97.6% of the total proved reserves attributable to the Kansas Underlying Properties based on PV-10 value.

The major fields in the Central Kansas Uplift include Fairport Field, Marcotte Field and Chase-Silica Field, all of which are producing primarily from the Arbuckle and Lansing Kansas City zones. The major

fields in Western Kansas include the Bindley, Griston SW and Rosa Northwest fields, which are producing primarily from the Mississippian, Morrow, Lansing Kansas City and Cherokee zones. The major fields in South Central Kansas include the Gerberding, Spivey Grabs and Alford fields, which are producing primarily from the Mississippian, Simpson and Lansing Kansas City zones.

Texas. As of December 31, 2025, proved reserves attributable to the Texas Underlying Properties were approximately 3.8 MMBoe and are located in two areas: Central Texas and East Texas. As of December 31, 2025, the VOC Operators operated approximately 99.5% of the total proved reserves attributable to the Texas Underlying Properties based on PV-10 value.

Central Texas production is attributable to the Kurten Woodbine Unit, which is producing primarily from the EagleBine Interval, Buda and Georgetown zones. East Texas properties include the Sand Flat field and Hitts Lake North field, each of which is producing primarily from the Paluxy and Chisum zones.

The following table summarizes the production by product for the years indicated for the only field, Kurten, that contains 15% or more of total proved reserves attributable to the Underlying Properties from the above table:

Oil

(MBbl)

Natural

Gas

(MMcf)

Oil

Equivalents

(MBoe)

Marketing and Post-Production Services

Pursuant to the terms of the Conveyance, VOC Brazos has the responsibility to market, or cause to be marketed, the oil and natural gas production attributable to the Underlying Properties. The terms of the Conveyance do not permit VOC Brazos to charge any marketing fee when determining the net proceeds calculated under the net profits interest. As a result, the net proceeds to the Trust from the sales of oil and natural gas production from the Underlying Properties are determined based on the same price that VOC Brazos receives for oil and natural gas production attributable to VOC Brazos’ remaining interest in the Underlying Properties.

Texas is a mature oil producing state with a well-developed crude oil refining, transportation and marketing infrastructure. According to the Texas Railroad Commission, more than 5,800 operators reported aggregate oil production of approximately 2.011 billion barrels for the State of Texas during 2025. There were 35 operating oil refineries located in Texas in 2025 with combined capacity to refine over 6.34 million barrels of oil per day. With oil production in the state of Texas averaging approximately 5.51 million barrels of oil per day, Texas refineries are net importers of crude oil. As a result, oil producers in Texas benefit from competitive marketing conditions for their oil production as a result of the high demand from the crude oil marketing companies and refineries located in Texas.

Kansas is a mature oil producing state with a well-developed transportation infrastructure for crude oil transportation and marketing. According to the Kansas Geological Society, more than 1,300 operators reported aggregate oil production of approximately 25.5 million barrels for the state of Kansas in 2025. Kansas is home to three oil refineries located in McPherson, El Dorado and Coffeyville, Kansas. These refineries have combined capacity to refine approximately 408,200 barrels of oil per day. With oil production in the state of Kansas averaging approximately 70,000 barrels of oil per day, Kansas is a net importer of crude oil. As a result, Kansas operators benefit from the competitive marketing conditions for their oil production as a result of the high demand from the refineries located in Kansas.

Vess Oil Corporation generally sells production from the Underlying Properties to several purchasers, including MV Purchasing, LLC, an affiliate of VOC Brazos (“MV Purchasing”), under short-term arrangements using market-sensitive pricing. These sales to purchasers are under terms ranging from one month to six months, using market-sensitive pricing. Five purchasers, including MV Purchasing, have been purchasing substantially all of the crude oil production, and a substantial portion of the crude oil production

may continue to be acquired by one or more single purchasers. For the years ended December 31, 2023, 2024 and 2025, MV Purchasing purchased 35%, 35% and 37%, respectively, of the production sold from the Underlying Properties. VOC Brazos does not believe that loss of any of these parties as a purchaser would have a material adverse impact on the business of VOC Brazos, as substitute purchasers are generally available; however, a purchaser’s failure to pay for purchased crude oil could have a significant adverse impact on VOC Brazos’ business.

Oil production is typically transported by truck from the field to the closest gathering facility or refinery. VOC Brazos sells the majority of the oil production from the Underlying Properties under short-term arrangements using market sensitive pricing. The price received by VOC Brazos for the oil production from the Underlying Properties is usually based on the NYMEX price applied to equal daily quantities on the month of delivery, which price is then reduced for differentials based upon delivery location and oil quality. The average differential for oil production during the years ended December 31, 2023, 2024 and 2025 received by the Trust from the Underlying Properties was $2.91, $2.58 and $2.64 per barrel, respectively.

All natural gas produced by VOC Brazos is marketed and sold to third-party purchasers. The natural gas is sold on a contract basis and, in all but one case, the contracts are in their secondary terms and are on a month-to-month basis. In all cases, the contract price is based on a percentage of a published regional index price, after adjustments for Btu content, transportation and related charges. Vess Oil Corporation currently sells all of its natural gas production attributable to the Kurten Woodbine Unit in Texas to ET Gathering & Processing LLC on a year-to-year basis. Vess Oil Corporation currently sells all of its natural gas production attributable to wells in Kingman County, Kansas to Durango Midstream and Superior Midstream on a month-to-month basis. All of the natural gas production in Barber County, Kansas is currently sold to Targa Resources Corp. on a month-to-month basis.

VOC Brazos does not have any volume commitments or take or pay arrangements.

Sale and Abandonment of Underlying Properties

VOC Brazos and any transferee of any of an Underlying Property will have the right to abandon its interest in any well or property if it reasonably believes a well or property ceases to produce or is not capable of producing in commercially paying quantities. To reduce the potential conflict of interest between VOC Brazos and the Trust in determining whether a well is capable of producing in commercially paying quantities, VOC Brazos is required under the applicable conveyance to use commercially reasonable efforts to cause the operators of the Underlying Properties to operate these properties as would a reasonably prudent operator acting with respect to its own properties, disregarding the existence of the net profits interest as a burden on such property. Upon termination of the lease, the portion of the net profits interest relating to the abandoned property will be extinguished. For the years ended December 31, 2023, 2024 and 2025, VOC Brazos plugged and abandoned 7, 6 and 7 wells, respectively, located on leases within the Underlying Properties based on its determination that such wells could no longer produce oil or natural gas in commercially economic quantities.

VOC Brazos generally may sell all or a portion of its interests in the Underlying Properties, subject to and burdened by the net profits interest, without the consent of the Trust unitholders. In addition, VOC Brazos may, without the consent of the Trust unitholders, require the Trust to release the net profits interest associated with any lease that accounts for no more than 0.25% of the total production from the Underlying Properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any 12-month period, an aggregate fair market value to the Trust of $500,000. These releases will be made only in connection with a sale by VOC Brazos to a non-affiliate of the relevant Underlying Properties and are conditioned upon the Trust receiving an amount equal to the fair value to the Trust of such net profits interest. Any net sales proceeds paid to the Trust are distributed to Trust unitholders for the quarter in which they are received. No Underlying Properties were sold, and therefore no net sales proceeds were paid to the Trust for its share of interest in any such Underlying Properties, during 2024 or 2025. VOC Brazos has not identified any of the Underlying Properties for sale as of December 31, 2025.

Title to Properties

The Underlying Properties are subject to certain burdens that are described in more detail below. To the extent that these burdens and obligations affect VOC Brazos’ rights to production and the value of production from the Underlying Properties, they have been taken into account in calculating the Trust’s interests and in estimating the size and the value of the reserves attributable to the Underlying Properties.

VOC Brazos’ interests in the Underlying Properties are typically subject, in one degree or another, to one or more of the following:

royalties, overriding royalties and other burdens, express and implied, under oil and natural gas leases;

overriding royalties, production payments and similar interests and other burdens created by VOC Brazos or its predecessors in title;

a variety of contractual obligations arising under operating agreements, farm-out agreements, production sales contracts and other agreements that may affect the Underlying Properties or their title;

liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements that are not yet delinquent or, if delinquent, are being contested in good faith by appropriate proceedings;

pooling, unitization and communitization agreements, declarations and orders;

easements, restrictions, rights-of-way and other matters that commonly affect property;

conventional rights of reassignment that obligate VOC Brazos to reassign all or part of a property to a third party if VOC Brazos intends to release or abandon such property; and

rights reserved to or vested in the appropriate governmental agency or authority to control or regulate the Underlying Properties and the net profits interest therein.

VOC Brazos has informed the Trustee that VOC Brazos believes that the burdens and obligations affecting the Underlying Properties are conventional in the industry for similar properties. VOC Brazos also has informed the Trustee that VOC Brazos believes that the existing burdens and obligations do not, in the aggregate, materially interfere with the use of the Underlying Properties and do not materially adversely affect the value of the net profits interest.

VOC Brazos recorded the Conveyance in Kansas and Texas in the real property records in each Kansas or Texas county in which the Underlying Properties are located. Although under Texas law it is well-established that the recording in the appropriate real property records of an interest such as the net profits interest constitutes the conveyance of a fully vested real property interest to the Trust, the law in Kansas is less certain. VOC Brazos and the Trust believe that the recording in the appropriate real property records in Kansas of the net profits interest should constitute the conveyance of a fully vested real property interest, interests in hydrocarbons in place or to be produced or a production payment as such is defined under the United States Bankruptcy Code. In a bankruptcy of VOC Brazos, creditors of VOC Brazos would be able to claim the net profits interest as an asset of the bankruptcy estate to satisfy obligations to them if the conveyance of the net profits interest did not constitute the conveyance of a real property interest or interests in hydrocarbons in place or to be produced under applicable state law or a production payment, in which case the Trust would be an unsecured creditor of VOC Brazos at risk of losing the entire value of the net profits interest to senior creditors.

VOC Brazos believes that its title to the Underlying Properties is, and the Trust’s title to the net profits interest is, good and defensible in accordance with standards generally accepted in the oil and gas industry, subject to such exceptions as are not so material to detract substantially from the use or value of such properties or royalty interests. Please see “