Kimbell Royalty Partners, LP 8-K

What Happened

• Kimbell Royalty Partners, LP (KRP) announced on June 22, 2026 that it completed the acquisition described in its May 18, 2026 Purchase Agreement. The aggregate consideration was approximately $44 million in cash plus the issuance of 6,929,000 OpCo Common Units and an equal number (6,929,000) of Class B Units to the sellers.
• Kimbell entered into a Registration Rights Agreement dated June 22, 2026 obligating it to file a shelf registration statement covering the Common Units issuable upon conversion/exchange of those OpCo and Class B Units. Kimbell must file the Shelf Registration Statement within 5 business days of closing and use reasonable best efforts to have it effective within 120 days of closing.

Key Details

• Closing date: June 22, 2026.
• Cash paid: approximately $44 million.
• Units issued: 6,929,000 OpCo Units and 6,929,000 Class B Units to the sellers.
• Sellers paid $0.05 per Class B Unit at closing; the OpCo/Class B units were issued in a private placement relying on Section 4(a)(2) of the Securities Act.
• Registration Rights Agreement requires filing the Shelf Registration Statement within 5 business days and aims for effectiveness within 120 days after closing.

Why It Matters

• The filing confirms completion of the acquisition and the key economic terms (cash plus unit issuance), which affects Kimbell’s capital structure and outstanding units.
• The Registration Rights Agreement creates a path for the holders of the newly issued OpCo and Class B Units to resell the underlying Common Units in registered transactions once the shelf registration is filed and becomes effective, increasing potential liquidity for those holders.
• The private-placement exemption used for the initial issuances means the new units were issued without registration, but the registration commitment provides a timeline for when those securities may become freely tradable in registered markets.