Kimbell Royalty Partners, LP 8-K

What Happened
Kimbell Royalty Partners, LP announced on May 19, 2026 (filing date) that it entered into a Purchase and Sale Agreement dated May 18, 2026 to acquire mineral interests, overriding royalty interests, royalty interests and non‑participating royalty interests located in multiple Texas and New Mexico counties from Mesa Visa Royalties, LLC and related Mesa entities. The Buyer Parties (Kimbell and its operating subsidiary OpCo) will pay approximately $44 million in cash and issue 6,929,000 OpCo common units plus an equal number (6,929,000) of Class B units in Kimbell as part of the consideration. The parties expect the transaction to close in Q2 2026 with an effective date of June 1, 2026.

Key Details

• Purchase price at closing: approximately $44.0 million in cash plus issuance of 6,929,000 OpCo Common Units and 6,929,000 Class B Units (exchangeable for Kimbell common units).
• Assets: mineral and royalty interests in Loving, Ward, Upton, Howard, Glasscock, Martin, Winkler, Culberson, Midland, Pecos, Borden, Reagan, Reeves and Dawson Counties, TX and Eddy and Lea Counties, NM.
• Units issued to sellers will be a private placement (exempt under Section 4(a)(2) of the Securities Act); sellers generally can’t dispose of those units for 30 days after closing.
• Kimbell agreed to registration rights: file a shelf registration statement within 5 business days after closing and use reasonable best efforts to have it effective within 120 days of closing. Closing is subject to customary conditions and indemnity provisions between the parties.

Why It Matters
This is an acquisition of producing and non‑producing royalty/mineral interests funded by a mix of cash and equity units, which increases Kimbell’s acreage/royalty exposure in key Texas and New Mexico basins. The equity portion will dilute existing limited partners to some degree until the issued OpCo Common Units / Class B Units are exchanged into Kimbell common units and become registrable under the planned shelf registration. Investors should note the cash outlay (~$44M), the unit issuance (6,929,000 pairs of units), the 30‑day lockup, and the timing for registration (file within 5 business days; effective within 120 days), all disclosed in the 8‑K and underlying Purchase Agreement.