UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Introductory Note |
On June 22, 2026, Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“OpCo” and, together with Kimbell, the “Buyer Parties”), completed the previously announced acquisition (the “Acquisition”) of mineral and royalty interests pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) with Mesa Visa Royalties, LLC, a Delaware limited liability company, (“Mesa Royalties”), Mesa Royalties III Holdings, LLC, a Delaware limited liability company (“Mesa Holdings”), Mesa Land Company, LLC, a Delaware limited liability company (“Mesa Land”, and, together with Mesa Royalties and Mesa Holdings, collectively “Sellers”). Pursuant to the terms of the Purchase Agreement, the Buyer Parties acquired certain rights, title and interests in and to certain mineral interests, overriding royalty interests, royalty interests and non-participating royalty interests in oil, gas and other hydrocarbons underlying certain lands located in Loving, Ward, Upton, Howard, Glasscock, Martin, Winkler, Culberson, Midland, Pecos, Borden, Reagan, Reeves and Dawson Counties, Texas, and Eddy and Lea Counties, New Mexico (the “Acquired Assets”). The Buyer Parties acquired the Acquired Assets for aggregate consideration comprising (i) approximately $44 million in cash and (ii) the issuance of 6,929,000 common units representing limited liability company interests in OpCo (“OpCo Common Units”) and an equal number of Class B units representing limited partner interests in Kimbell (“Class B Units”). The OpCo Common Units, together with the Class B Units, are exchangeable for an equal number of common units representing limited partners interests in Kimbell (“Common Units”). The consideration for the Acquisition is subject to certain adjustments as set forth in the Purchase Agreement. Other than in respect of the transaction, there is no relationship between the Sellers and the Buyer Parties or any of the Buyer Parties’ affiliates, directors or officers or any associate of the Buyer Parties’ directors or officers.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Registration Rights Agreement
On June 22, 2026, pursuant to the terms of the Purchase Agreement, Kimbell entered into a registration rights agreement (the “Registration Rights Agreement”) in favor of the recipients of the consideration, pursuant to which, among other things, Kimbell has agreed to prepare a shelf registration statement with respect to the resale of the Common Units issuable upon the conversion of the OpCo Common Units and a corresponding number of Class B Units to be issued under the Purchase Agreement (“Registrable Securities”) that would permit some or all of the Registrable Securities to be resold in registered transactions (the “Shelf Registration Statement”), file the Shelf Registration Statement with the Securities and Exchange Commission (“SEC”) within 5 business days of the closing of the Acquisition and use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable following such filing, but in any event within 120 days of the closing of the Acquisition.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
As previously reported by Kimbell and pursuant to the Purchase Agreement, on May 18, 2026, Kimbell and Opco agreed to issue OpCo Common Units and Class B Units, respectively, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Purchase Agreement, Kimbell and Opco issued 6,929,000 Opco Units and an equal number of Class B Units to the Sellers on June 22, 2026. The Opco Units, together with the Class B units, are exchangeable for an equal number of Common Units.
Any future issuance of Common Units pursuant to an exchange election by the holders of such Opco units and such Class B units will also be undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.
| Item 7.01. | Regulation FD Disclosure. |
On June 22, 2026, Kimbell issued a news release announcing that it has completed the Acquisition. A copy of the news release is attached hereto, furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information. |
On June 22, 2026, Kimbell completed the Acquisition, pursuant to the terms of the Purchase Agreement. The terms and provisions of the Purchase Agreement are described in the “Introductory Note” above (and incorporated by reference herein) and in Kimbell’s Current Report on Form 8-K filed with the Commission on May 18, 2026 (the “Signing 8-K”).
The aggregate consideration for the Acquisition consisted of (i) approximately $44 million in cash and (ii) the issuance of 6,929,000 Opco Units and an equal number of Class B units. The Sellers paid $0.05 per Class B Unit issued at the closing of the Acquisition as consideration for the Class B Units, which is consistent with the amount paid per Class B unit by all current holders of Class B units.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 4.1 | Registration Rights Agreement, dated as of June 22, 2026 between Kimbell Royalty Partners, LP and Mesa Visa Royalties, LLC, Mesa Royalties III Holdings, LLC, Mesa Land Company, LLC. | |
| 99.1 | News release issued by Kimbell Royalty Partners, LP dated June 22, 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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.
| KIMBELL ROYALTY PARTNERS, LP | ||
| By: | Kimbell Royalty GP, LLC, | |
| its general partner | ||
| By: | /s/ Matthew S. Daly | |
| Matthew S. Daly | ||
| Chief Operating Officer | ||
Date: June 23, 2026