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~~October 29, 2021

KIEWIT ROYALTY TRUST

(Exact name of registrant as specified in its charter)

Nebraska

000-10810

47-6131402

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

Trust Division U.S. Bank National Association 1700 Farnam Street Omaha, Nebraska	68102
(Address of principal executive offices)	(Zip Code)

(402) 536-5100

(Registrant's telephone number, including area code)

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:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
None		None		None

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

Emerging growth company ¨

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

~~Item~~Explanatory ~~1.01 Entry into a Material Definitive Agreement~~Note

OnThe ~~September 22, 2021,~~ Kiewit Royalty Trust (the “Trust”) was ~~commenced~~established ~~the~~by ~~auction~~a ~~process~~trust ~~with~~indenture ~~EnergyNet~~agreement ~~to offer for sale~~ (the “Trust’s ~~non-producing overriding royalty interests (“ORRI~~Indenture”) ~~located~~originally indated ~~Big~~May ~~Horn~~17, ~~County~~1982, ~~Montana~~as ~~(the “Decker Mines”) and Sweetwater County~~amended, ~~Wyoming (the~~between ~~“Black~~Peter ~~Butte~~Kiewit ~~Mine”). EnergyNet developed and hosted the online auction to facilitate the sale of the Trust~~Sons’s, ~~ORRI~~Inc. ~~On September 29~~, ~~2021, Spartan Energy Acquisitions, LLC~~ (the “~~Spartan~~Trustor”) ~~of Denver~~, ~~Colorado was the successful bidder in the EnergyNet auction~~ and ~~has~~Omaha ~~agreed~~National toBank, ~~purchase~~Omaha, ~~the~~Nebraska. ~~ORRI in the Decker Mines and Black Butte Mine~~U.S. ~~The~~Bank ~~transfer~~National ~~of these ORRIs~~ Association is ~~subject to various closing conditions, including either court approval or Unit Holder approval of~~ the ~~transaction.~~current ~~After~~acting ~~the~~Trustee ~~satisfaction~~ of the ~~closing conditions, the~~ Trust ~~has agreed to convey to Spartan~~ (the ~~ORRIs in exchange for a total cash value of $12,510~~“Trustee”). ~~Closing is expected in late 2021 or early 2022.~~

~~Item~~The 2Trust owns royalty interests and overriding royalty interests in four coal mine leases.02 ~~Completion~~The Trust is a ministerial trust which distributes the available revenues from these coal mines to its Unitholders. The coal industry has struggled in recent years, resulting in only two of ~~Acquisition~~the orfour ~~Disposition~~coal mines generating royalty payments for the benefit of ~~Assets~~the Trust.

The ~~information~~Trust ~~set~~Indenture ~~forth~~contemplates intermination of ~~Item~~the 1Trust due to insufficient revenue.01 ofThe ~~this current~~Trust ~~report~~believes onit ~~Form~~will ~~8-K~~not isreceive ~~incorporated~~any byadditional ~~reference~~royalty ~~herein~~payments and without such payments cannot continue operating due to the aforementioned recent events.

Item 8.01 Other Events.

~~Because~~On ~~the~~October ~~auction~~29, ~~was successful~~2021, the Trust filed a voluntary ~~intends~~petition to ~~petition~~terminate (the ~~County~~“Petition”) ~~Court~~ in the County Court of Douglas County, ~~State~~Nebraska of(the ~~Nebraska~~“Court”). inThe ~~October~~Trust filed ~~2021~~the inPetition ~~order~~requesting the Court to approval certain actions and then allow the Trust to liquidate all of ~~the~~its ~~Trust~~ assets and wind up ~~the~~ operations of the Trust pursuant to the terms of the Trust Indenture. ~~The Trust believes that it will not receive any additional royalty payments and without such payments cannot continue operating.~~

~~Forward~~Specifically, the Petition requests the Court to: (i) find the value of the Trust’s property is insufficient to justify the cost of administration; (ii) find the Trust’s termination to further the Trust’s purposes and be in accordance with the Trustor’s probable intention; (iii) approve the Trustee’s actions to sell the Trust assets; (iv) approve and ratify the Letter Agreement with Navajo Transitional Energy Company, LLC, a copy of which was filed by the Trust as Exhibit 10.1 to the Current Report on Form 8-~~Looking~~K ~~Statements~~with the SEC on August 3, 2021; (v) approve, ratify, and confirm the auction sale of the balance of the Trust properties by EnergyNet.com to Spartan Energy, LLC, as further described in the Current Report on Form 8-K filed by the Trust with SEC on October 5, 2021; (vi) approve the Trust’s termination; and (vii) approve the Trustee’s pro rata distribution of sale proceeds, net of Trust expenses, to the Unitholders upon completion of the sales and for the Trust to wind up its operations.

~~This~~If ~~current report on Form 8-K and exhibit may contain forward-looking statements within~~ the ~~meaning~~Court ofapproves ~~Section 27A of~~ the ~~Securities~~Trust’s ~~Act of 1933, as amended,~~plans ~~and~~in ~~Section 21E of~~ the ~~Securities Exchange Act of 1934~~Petition, asthe ~~amended,~~Trust ~~and~~anticipates ~~made~~that ~~pursuant~~it towill ~~the~~wind ~~safe~~up ~~harbor~~its ~~provisions~~operations ofin the ~~Private~~first ~~Securities Litigation~~quarter ~~Reform Act~~ of ~~1995, as amended~~2022. ~~Such~~The ~~forward-looking~~assigned ~~statements~~hearing ~~are based on information presently available to the Trust’s management and are current only as of the~~ date ~~made. Actual results could also differ materially from those anticipated as a result of~~with ~~a number of factors, including, but not limited to, those discussed in~~ the ~~Trust’s~~Court ~~Annual~~is ~~Report on Form 10-K for the year ended~~ December 3129, ~~2020~~2021 ~~and~~at ~~Quarterly Report on Form~~ 10~~-Q for the period ended June~~ :30, ~~2021~~a.m ~~For~~Central those reasons, undue reliance should not be placed on any forward-looking statement. The Trust assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time ~~to time as management believes is warranted or as may be required by applicable securities law~~. Any such updates or revisions may be made by the registrant by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

SIGNATURE

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.

KIEWIT ROYALTY TRUST By: U.S. Bank National Association in its capacity as Trustee and not in its individual capacity or otherwise

ByDated: ~~U.S.~~October ~~Bank~~29, ~~National Association in its capacity as Trustee and not in its individual capacity or otherwise~~2021

~~Dated~~By: ~~October~~/s/ 5G. Rosanna Moore G. Rosanna Moore, ~~2021~~Vice President and Trust Advisor

~~By:~~(The ~~/s/~~Trust G.does ~~Rosanna~~not ~~Moore~~have G.a ~~Rosanna~~principal ~~Moore,~~financial or ~~Vice~~chief ~~President~~accounting ~~and~~officer ~~Trust~~or ~~Advisor~~any other officers.)

~~(The Trust does not have a principal financial or chief accounting officer or any other officers.)~~3

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