UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September 30~~October 9, 2025

BP Prudhoe Bay Royalty Trust

(Exact name of registrant as specified in its charter)

Delaware	1-10243	13-6943724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
The Bank of New York Mellon Trust Company, N.A., Trustee 601 Travis Street 16th Floor Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

The Bank of New York Mellon

Trust Company, N.A., Trustee

601 Travis Street

16th Floor


Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 483-6020

Not applicable

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

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

Emerging growth company ☐

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

Item 12.~~01.~~02 ~~Entry~~Results ~~Into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~September~~October 309, 2025, BP Prudhoe Bay Royalty Trust (the “Trust”) ~~and~~issued ~~GREP~~a Vpress ~~Holdings,~~release ~~L.P.~~regarding (the ~~“Purchaser”) entered~~final ~~into~~distribution ~~an Asset Purchase and Sale Agreement (the “Agreement”) for the purchase~~ of ~~the overriding royalty interest held by the~~ Trust ~~(the “Royalty Interest”) for a purchase price of $3,700,000 in cash (the “Purchase Price”)~~assets. The ~~sale~~full ~~closed~~text ~~on October 1, 2025, with an effective date~~ of ~~July 1,~~this ~~2025.~~press ~~Accordingly,~~release ~~because~~is ~~the~~attached ~~Agreement~~hereto ~~entitles~~as ~~the~~Exhibit ~~Purchaser to revenues from the oil production attributable to the Royalty Interest from July~~ 99.1, ~~2025, the Trust will not receive any further proceeds from such production~~ and ~~therefore~~is ~~will~~incorporated ~~not~~by ~~make~~reference ~~any further regular quarterly cash distributions to the Trust’s unitholders~~herein.

The information ~~Trustee~~in ~~expects~~this toItem ~~distribute~~2.02 ~~the~~of ~~net~~this ~~proceeds~~Current ofReport ~~the~~on ~~sale,~~Form ~~after~~8-K ~~payment~~is ofbeing ~~expenses~~“furnished” ~~related~~and toshall ~~the~~not ~~sale,~~be ondeemed or“filed” ~~about~~for ~~October 20, 2025,~~the topurposes ~~holders~~ of ~~record~~Section 18 of the ~~units~~Securities onExchange ~~October 15,~~Act of ~~2025~~1934, ~~subject~~as toamended (the ~~Trustee’s~~“Exchange ~~right~~Act”) toand ~~establish~~shall anot ~~reserve~~be inincorporated ~~such~~or ~~amount~~deemed ~~as the Trustee in its discretion deems appropriate~~ to ~~provide~~be ~~for~~incorporated ~~payment~~by ofreference ~~contingent~~into ~~liabilities. If~~ any ~~cash~~ ~~reserves~~filing ~~remain~~by ~~following~~ the ~~payment~~Trust ofunder the ~~Trust’s~~Securities ~~estimated~~Act ~~remaining~~of ~~expenses~~1933, ~~and~~as ~~liabilities,~~amended (the ~~Trustee~~“Securities ~~will make a final distribution to unitholders of such amount~~Act”).

AsItem part of the winding up process, the Trustee intends to file a Form 15 with the Securities and Exchange Commission (“SEC”) to suspend the Trust’s reporting obligations under the Securities Exchange Act of 1934, as amended7.01 ~~The~~Regulation ~~Trust~~FD ~~will therefore cease making filings with the SEC after the filing of the Form 15~~Disclosure.

~~The~~On ~~Trust~~October 9, ~~will~~2025, ~~remain~~the inTrust ~~existence~~issued ~~until~~a ~~the~~press ~~filing~~release ofregarding athe ~~certificate~~final distribution of ~~cancellation~~Trust ~~with~~assets. ~~the~~The ~~Secretary~~full text of ~~State~~this ofpress ~~the~~release is ~~State~~attached ofhereto ~~Delaware following~~as ~~the~~Exhibit ~~completion~~99.1 ofand ~~the~~is ~~winding~~incorporated upby ~~process~~reference herein.

The ~~foregoing~~information ~~description~~in this Item 7.01 of ~~the~~this ~~Agreement~~Current ~~does~~Report ~~not~~on Form ~~purport~~8-K tois bebeing ~~complete~~“furnished” and ~~is qualified~~shall innot ~~its~~be ~~entirety~~deemed by“filed” ~~reference~~for to the ~~full~~purposes ~~text~~of Section 18 of the ~~Agreement,~~Exchange ~~which~~Act isand ~~filed~~shall asnot anbe ~~exhibit~~incorporated or deemed to ~~this~~be ~~Current~~incorporated ~~Report~~by reference oninto ~~Form~~any ~~8-K~~filing by the Trust under the Securities Act.

Item 29.01. ~~Completion~~Financial ofStatements ~~Acquisition~~and ~~or Disposition of Assets~~Exhibits.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits:

1099.1 ~~Asset Purchase and Sale Agreement, dated as of September 30, 2025, between~~ BP Prudhoe Bay Royalty Trust ~~and~~press ~~GREP~~release Vissued ~~Holdings~~October 9, L2025.P.

SIGNATURES

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

	~~BP Prudhoe Bay Royalty Trust~~	BP Prudhoe Bay Royalty Trust
	By:	The Bank of New York Mellon Trust Company, N.A., as Trustee
		By: The Bank of New York Mellon Trust Company, N.A., as Trustee
Date: October 1, 2025	By:	/s/ Elaina C. Rodgers
Date: October 9, 2025		By:	/s/ Elaina C. Rodgers
		Elaina C. Rodgers
			Elaina C. Rodgers Vice President
		Vice President

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