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): ~~June~~September 30, 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:~~

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~TradingSymbol~~Section 12(sb) ~~Name~~ of ~~each~~the ~~exchange~~Act: onNone ~~which registered Units of Beneficial Interest BPT New York Stock Exchange~~

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 21.0201. ~~Results~~Entry ofInto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On ~~July~~September 130, 2025, BP Prudhoe Bay Royalty Trust (the “Trust”) ~~issued~~and aGREP ~~press~~V ~~release~~Holdings, ~~announcing~~L.P. ~~that~~ (the ~~Trust~~“Purchaser”) entered ~~did~~into ~~not~~an ~~receive~~Asset ~~a royalty~~Purchase ~~payment~~and Sale Agreement (the “Agreement”) for the ~~quarter~~purchase ~~ended~~of ~~June 30,~~the ~~2025,~~overriding ~~and~~royalty ~~therefore~~interest ~~will~~held ~~not~~by ~~make~~the aTrust ~~quarterly~~(the ~~cash~~“Royalty ~~distribution~~Interest”) tofor ~~unitholders~~a purchase price of ~~record~~$3,700,000 ~~for~~in cash (the “Purchase ~~quarter~~Price”). ~~ended~~The ~~June~~sale closed on October 301, 2025., Aswith ~~previously~~an ~~announced~~effective date of July 1, 2025. Accordingly, because the ~~Trust~~Agreement ~~terminated~~entitles atthe ~~11:59~~Purchaser PMto ~~on December 31,~~revenues ~~2024,~~from inthe ~~accordance~~oil ~~with~~production attributable to the ~~terms~~Royalty ofInterest from July 1, 2025, the Trust ~~Agreement,~~will ~~and~~not ~~The~~receive ~~Bank~~any offurther ~~New~~proceeds ~~York~~from ~~Mellon~~such ~~Trust~~production ~~Company,~~and ~~N.A.,~~therefore aswill ~~trustee,~~not ~~has~~make ~~commenced~~any ~~the~~further ~~process~~regular ofquarterly ~~winding-up~~cash distributions to the Trust’s unitholders.

The ~~information~~Trustee inexpects ~~this~~to ~~Item~~distribute ~~2.02,~~the ~~Results~~net proceeds of ~~Operations~~the ~~and~~sale, ~~Financial~~after ~~Condition,~~payment isof ~~being~~expenses ~~"furnished"~~related ~~and~~to isthe ~~not~~sale, ~~deemed~~on ~~“filed”~~or ~~for~~about October 20, ~~purposes~~2025, to holders of ~~Section 18~~record of the ~~Securities~~units ~~Exchange~~on ~~Act~~October 15, ~~of 1934~~2025, assubject ~~amended,~~to isthe ~~not~~Trustee’s ~~subject~~right to establish a reserve in such amount as the ~~liabilities~~Trustee ofin ~~that~~its ~~section~~discretion ~~and~~deems isappropriate ~~not~~to ~~deemed~~provide ~~incorporated~~for bypayment ~~reference~~of incontingent liabilities. If any cash ~~filing~~reserves ~~under~~remain following the ~~Securities~~payment ~~Act~~ of ~~1933~~the Trust’s estimated remaining expenses and liabilities, asthe ~~amended~~Trustee will make a final distribution to unitholders of such amount.

~~Item~~As ~~3.01.~~part ~~Notice~~ of ~~Delisting~~the orwinding ~~Failure~~up process, the Trustee intends to ~~Satisfy~~file a ~~Continued~~Form ~~Listing~~15 ~~Rule~~with orthe ~~Standard;~~Securities ~~Transfer~~and Exchange Commission (“SEC”) to suspend the Trust’s reporting obligations under the Securities Exchange Act of ~~Listing~~1934, as amended. The Trust will therefore cease making filings with the SEC after the filing of the Form 15.

~~As previously disclosed, on December 31, 2024, the Trust received written notification from~~ The ~~New York Stock Exchange (“NYSE”) that the~~ Trust nowill ~~longer~~remain ~~satisfied~~in ~~the~~existence ~~continued~~until ~~listing compliance standards set forth under Rule 802.01C of~~ the ~~NYSE~~filing ~~Listed Company Manual because the average closing price~~ of ~~the~~a ~~Trust’s~~certificate ~~units~~ of ~~beneficial interest~~cancellation ~~(the “Units”) fell below $1.00 over a 30 consecutive trading-day period that ended on December 30, 2024. As the Trust was unable to regain compliance~~ with the ~~applicable~~Secretary ~~standards within a cure period that concluded on June 30, 2025, the NYSE announced the suspension~~ of ~~trading~~State of the ~~Units~~State ~~due to non-compliance with Rule 802.01C~~ of ~~the NYSE Listed Company Manual, effective as of~~Delaware following the ~~close~~completion of ~~trading~~the onwinding ~~June 30,~~up ~~2025, and announced that it was initiating proceedings to delist the Units~~process.

AsThe aforegoing ~~result~~description of the ~~NYSE suspension~~Agreement ofdoes ~~trading,~~not ~~the~~purport ~~Units~~to ~~began trading on July 1, 2025, under the symbol “BPPTU” on the Pink Limited Market (“OTC Pink”), which is operated by OTC Markets Group, Inc. To~~ be ~~quoted~~complete ~~on OTC Pink, a market maker must sponsor the security~~ and ~~comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. OTC Pink~~ is ~~a significantly more limited market than the NYSE, and the quotation of the Units on OTC~~ ~~Pink~~qualified ~~may result~~ in aits ~~less~~entirety ~~liquid~~by ~~market~~reference ~~available~~to ~~for existing and future unitholders and could further depress~~ the ~~trading~~full ~~price~~text of the ~~Units.~~Agreement, ~~There~~which is nofiled ~~assurance~~as ~~that~~ an ~~active~~exhibit ~~market in the Units will develop on OTC Pink, or whether broker-dealers will continue~~ to ~~provide~~this ~~public~~Current ~~quotes~~Report ~~of the Units~~ on ~~this~~Form ~~market, whether the trading volume of the Units will be sufficient to provide for an efficient trading market or whether quotes for the Units may be blocked by OTC Markets Group, Inc~~8-K. ~~in the future.~~

Item 72.01. ~~Regulation~~Completion FDof ~~Disclosure.~~Acquisition or Disposition of Assets

OnThe ~~July 1,~~information ~~2025,~~provided ~~the~~in ~~Trust~~Item ~~issued~~1.01 ~~a press release regarding the suspension~~ of ~~trading of the Units on the NYSE and the expected transition of the quotation of the Units to OTC Pink, a copy of which is furnished as Exhibit 99.1 to~~ 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

(c)	Not applicable

(d)

Exhibits:

9910.1 Asset Purchase and Sale Agreement, dated as of September 30, 2025, between BP Prudhoe Bay Royalty Trust ~~press~~and ~~release~~GREP ~~issued~~V ~~July 1~~Holdings, ~~2025~~L.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: July 1, 2025		By:	/s/ Elaina C. Rodgers
Date: October 1, 2025	By:	/s/ Elaina C. Rodgers
		Elaina C. Rodgers	~~Elaina C. Rodgers~~
		Vice President	~~Vice President~~

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