10-K

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Non-accelerated filer

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Emerging growth company

10-K 1 marps_10-k_2025-06-30.htm 10-K 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission File Number 000-08565

Marine Petroleum Trust

(Exact name of Registrant as specified in its Charter)


Texas	75-6008017
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Corporate Trustee: Argent Trust Company, 3838 Oak Lawn Avenue, Suite 1720 Dallas, TX	75219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (855) 588-7839

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class

      Trading
Symbol(s)

      Name of each exchange on which registered

      Units of Beneficial Interest

      MARPS

      NASDAQ Capital Market

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☐ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of units of beneficial interest held by non-affiliates of the registrant at December 31, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $7,940,000. (For purposes of determination of the above stated amount, only directors, executive officers and 10% or greater unitholders have been deemed affiliates.)

The number of units of beneficial interest outstanding as of September 29, 2025 was 2,000,000.


		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	8
Item 1C.	Cybersecurity	8
Item 2.	Properties	9
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	[Reserved]	12
Item 7.	Trustee’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A.	Controls and Procedures	17
Item 9B.	Other Information	18
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	18
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accounting Fees and Services	20
PART IV
Item 15.	Exhibits, Financial Statement Schedules	21


	Fiscal Year Ended June 30,
Company	2025	2024	2023
Arena Energy, LP	100%	100%	99%
Chevron USA, Inc.(1)	0%	0%	1%
	100%	100%	100%


Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410)	22
Financial Statements:
Consolidated Statements of Assets, Liabilities and Trust Corpus as of June 30, 2025 and 2024	23
Consolidated Statements of Distributable Income for the Fiscal Years Ended June 30, 2025 and 2024	24
Consolidated Statements of Changes in Trust Corpus for the Fiscal Years Ended June 30, 2025 and 2024	25
Notes to Consolidated Financial Statements	26


Name of Individual or Entity	Fiscal Year	Other Annual Compensation (1)
Argent Trust Company, Trustee	2025	$	28,000
Argent Trust Company, Trustee	2024	$	28,000
Argent Trust Company, Trustee	2023	$	14,000
Simmons Bank, Trustee	2023	$	14,000


Name and Address	Amount and Nature of Beneficial Ownership	Percent of Class
Michael R. Paslay(1)	152,753 units	7.6%
20019 St. Hwy 64E
Arp, Texas 75750
Ottie K. Paslay(2)	159,865 units	8.0%
20019 St. Hwy 64E
Arp, Texas 75750
Patricia Martin	174,529 units	8.7%
110 Woodbine Place
Missoula, MT 59803


	2025		2024
Audit Fees	$	65,625	$	60,930
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—


4.1		Indenture, as amended on September 23, 2022, of Marine Petroleum Trust, filed as Exhibit 4.1 to the Current Report on Form 8-K of Marine filed September 28, 2022 (File No. 000-08565), and incorporated by reference herein.

4.2		Description of Securities, filed as Exhibit 4.2 to the Annual Report on Form 10-K of Marine for the fiscal year ended June 30, 2021 (File No. 000-08565), and incorporated by reference herein.

21.1		Subsidiaries of Marine, filed as Exhibit 21.1 to the Annual Report on Form 10-K of Marine for the fiscal year ended June 30, 2002 (File No. 000-08565), and incorporated by reference herein.

31.1*		Certification of the Corporate Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of the Corporate Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1*		Executive Officer Compensation Recovery Policy of Marine Petroleum Trust


	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	921,520	$	965,213
Federal income taxes refundable		—		—
Producing oil and gas properties		7		7
Total assets	$	921,527	$	965,220
Liabilities and Trust Corpus
Current liabilities:
Federal income taxes payable		—		—
Total current liabilities	$	—	$	—
Trust Corpus – authorized 2,000,000 units of beneficial interest, issued 2,000,000 units at nominal value	$	921,527		965,220
	$	921,527	$	965,220


	2025			2024
Income:
Oil and natural gas royalties	$	1,011,104		$	994,142
Interest and other income		32,726			50,855
Total income	$	1,043,830		$	1,044,997
Expenses:
General and administrative	$	(315,835	)	$	(331,832	)
Distributable income	$	727,995		$	713,165
Distributable income per unit	$	0.36			0.36
Units outstanding		2,000,000			2,000,000


	2025			2024
Trust corpus, beginning of year	$	965,220		$	978,183
Distributable income		727,995			713,165
Distributions to unitholders		(771,688	)		(726,128	)
Trust corpus, end of year	$	921,527		$	965,220
Distributions per unit	$	0.39		$	0.36


	Fiscal Year Ended June 30,
	2025		2024		2023
Net quantities sold:
Oil (in barrels [“bbls”])		12,706		12,805		16,817
Natural gas (in thousands of cubic feet [“mcf”])		19,524		11,399		12,712
Natural gas liquids (in thousands of cubic feet [“mcf”])		35,183		20,339		22,152
Average sales price for royalty oil and natural gas sold:
Oil (per bbl) (1)	$	74.63	$	76.54	$	90.59
Natural gas, net of expenses (per mcf) (1)	$	2.41	$	0.92	$	5.59
Natural gas liquids, net of expenses (per mcf) (1)	$	0.45	$	0.16	$	0.69


	Fiscal Year Ended June 30,
	2025		2024
Income from:
Oil royalties	$	948,249	$	980,110
Natural gas royalties		46,956		10,464
Natural gas liquid royalties		15,899		3,568
	$	1,011,104	$	994,142
Net quantities sold:
Oil (bbls)		12,706		12,805
Natural gas (mcf)		19,524		11,399
Natural gas liquids (mcf)		35,183		20,339

Average price:
Oil (per bbl) (1)	$	74.63	$	76.54
Natural gas, net of expenses (per mcf)	$	2.41	$	0.92
Natural gas liquids, net of expenses (per mcf)	$	0.45	$	0.16


	Income		Expenses		Distributable Income		Distributable Income Per Unit
Quarter ended:
September 30, 2023	$	304,675	$	76,618	$	228,057	$	0.11
December 31, 2023		262,914		63,676		199,238		0.10
March 31, 2024		247,570		132,046		115,524		0.06
June 30, 2024		229,838		59,492		170,346		0.09
	$	1,044,997	$	331,832	$	713,165	$	0.36
Quarter ended:
September 30, 2024	$	302,192	$	68,640	$	233,552	$	0.12
December 31, 2024		165,896		84,758		81,138		0.04
March 31, 2025		338,088		95,670		242,418		0.12
June 30, 2025		237,654		66,767		170,887		0.08
	$	1,043,830	$	315,835	$	727,995	$	0.36


	Twelve Months Ended June 30,
	2025		2024
Marine:
Oil (bbls)		12,706		12,805
Natural Gas (mcf)		19,524		11,399
Natural Gas Liquids (mcf)		35,183		20,339
Total BOE		21,824		18,095


	June 30, 2025		June 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	—	$	115,772
Oil, natural gas and other mineral properties		—		—
Total assets	$	—	$	115,772
Liabilities and Trust Corpus
Current liabilities:
Income distributable to unitholders	$	—	$	—
Other payable	$	—	$	115,772
Federal income taxes payable	$	—	$	—
Total current liabilities	$	—	$	115,772
Trust corpus – 1,386,525 units of beneficial interest authorized, 1,386,375 issued at nominal value	$	—	$	—
	$	—	$	115,772



	MARINE PETROLEUM TRUST
	(Registrant)

	Argent Trust Company, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

Date: September 29, 2025	By:	/s/ Jana Egeler
		Jana Egeler
		Vice President



	Argent Trust Company, in its capacity as trustee of Marine Petroleum Trust and not in its individual capacity or otherwise

Dated: September 29, 2025	By:	/s/ Jana Egeler
		Jana Egeler
		Vice President

SEC Form 10-K filed by Marine Petroleum Trust