BP PRUDHOE BAY ROYALTY TRUST

What's Changed

New risk: Potential NYSE delisting due to minimum price requirements, with no power to reverse split, could shift trading to OTC, impacting price and liquidity. Trust termination by end of 2024 may further affect unit price and volatility.

Breakdown

Item1A. Risk Factors.

TOther~~e h~~ than as set forth below, there have been no material changes from the risk factors disclosed in the Trusts annual report on Form 10-K for the year December 31, 2023.

If the Trust cannot meet the New York Stock Exchange continued listing requirements, the NYSE may delist the Units.

The Units currently trade on the New York Stock Exchange (NYSE) under ticker BPT. Under the continued listing requirements of the NYSE, the Trust will be considered to be out of compliance with the exchanges minimum price requirement if the average closing price for the Units over a consecutive 30 trading day period is less than $1.00 (the Minimum Price Requirement). Under NYSE rules, a company that is out of compliance with the Minimum Price Requirement has a cure period of six months to regain compliance if it notifies the NYSE within 10 business days of receiving a deficiency notice of its intention to cure the deficiency. However, the Trustee is not empowered under the Trust Agreement to take actions, such as a reverse stock split, to increase the Unit price as a means to regain compliance with the Minimum Price Requirement. If the Trust were unable to regain compliance with the applicable standards within a six-month cure period, the NYSE will commence

suspension and delisting procedures. Additionally, NYSE may consider the winding up and termination process to constitute a liquidation, and NYSE may delist the Units under NYSE Rule 802.01D, or any other applicable delisting criteria it maintains. If delisted by the NYSE, the Units may be transferred to the over-the-counter (OTC) market, a significantly more limited market than the NYSE, which could affect the market price, trading volume, liquidity and resale price of the Units. Securities that trade on the OTC markets also typically experience more volatility compared to securities that trade on a national securities exchange. During the cure period, the Units would continue to trade on the NYSE, subject to compliance with other continued listing requirements.

The price and liquidity of the Trusts Units may be negatively affected by the Trusts termination and winding up thereafter.

The price of the Units has significantly decreased since the Trust ceased receiving royalty revenues. Unless the net revenues from the Royalty Interest for the quarter ended December 31, 2024, exceed $1.0 million, the Trust will terminate on December 31, 2024 in accordance with the terms of the Trust Agreement, and the Trustee will commence the process to wind-up the Trust effective as of January 1, 2025. Commencing the termination and winding-up of the Trust may negatively affect the Unit price and increase the volatility of price fluctuations. The termination and winding-up may limit the liquidity of the Units and Unit holders may not be able to sell their Units at or near asking prices or even at all if they desire to liquidate their Units in the Trust. There can be no assurance as to the length of time that it will take to wind up the Trust and for the Trustee to make a final distribution, if any.