Kimbell Royalty Partners, LP 8-K

What Happened Kimbell Royalty Partners, LP (KRP) announced on July 16, 2026 that it and affiliated buyer entities entered into a Purchase and Sale Agreement with Rivercrest Capital Partners, Rivercrest Capital II and Cupola Royalty Direct to acquire certain mineral, royalty and other oil & gas interests and certain partnership interests in OGM Partners I and RCPTX. Aggregate consideration is approximately $75 million in cash plus issuance of 9,500,000 Opco Common Units and 9,500,000 Class B Units (exchangeable into an equal number of Kimbell Common Units). The transaction is called the “Dropdown” and is expected to close on or about August 21, 2026 (effective date June 1, 2026), subject to customary closing conditions.

Key Details

• Purchase agreement dated July 16, 2026 between Kimbell buyer parties and Rivercrest/Cupola sellers.
• Consideration: ~ $75 million cash + 9,500,000 Opco Common Units and 9,500,000 Class B Units (private placement under Section 4(a)(2)).
• Closing expected ~ August 21, 2026; effective date of assets is June 1, 2026.
• Sellers subject to a 90‑day transfer restriction on the issued units; Kimbell will file a shelf registration for resale of the common units within 5 business days of closing and use best efforts to get it effective within 120 days.
• Conflicts Committee (independent directors) approved the transaction and engaged independent financial and legal advisors; certain sellers and their principals have existing ties and historic ownership positions in related entities.

Why It Matters This deal adds royalty/mineral interests and partnership stakes in OGM and RCPTX to Kimbell’s asset base in exchange for cash and a meaningful equity issuance. For investors, the transaction affects Kimbell’s capital structure (new units that are exchangeable into Kimbell common units will be issued in a private placement) and could increase production/royalty exposure if the assets perform as expected. The filing also highlights governance steps taken to address related‑party connections (Conflicts Committee review and independent advisors). Completion remains subject to customary closing conditions and regulatory/contractual requirements.