UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~June~~July 2216, 2026

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Delaware		1-38005		47-5505475
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

777 Taylor Street, Suite 810

Fort Worth, Texas

76102

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (817) 945-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class:		Trading symbol(s):		Name of each exchange on which registered:
Common Units Representing Limited Partnership Interests		KRP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company           ¨

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.      ¨

~~Introductory~~Item ~~Note~~1.01. Entry into a Material Definitive Agreement.

On ~~June~~July 2216, 2026, Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell”), ~~and~~ Kimbell Royalty Operating, LLC, a Delaware limited liability company (“~~OpCo~~Opco” ~~and~~), Kimbell ~~together~~Royalty ~~with Kimbell~~Holdings, ~~the “Buyer Parties”)~~LLC, ~~completed the previously announced acquisition (the “Acquisition”) of mineral and royalty interests pursuant to~~ a ~~Purchase~~Delaware ~~and~~limited ~~Sale~~liability ~~Agreement~~company (~~the~~ “~~Purchase Agreement~~KRH”), ~~with~~Kimbell ~~Mesa~~Intermediate ~~Visa Royalties~~Holdings, LLC, a Delaware limited liability company, (“~~Mesa Royalties~~Intermediate”), ~~Mesa~~KRP ~~Royalties III~~Legacy ~~Holdings~~NBR, LLC, a Delaware limited liability company (“~~Mesa Holdings~~KRP Legacy”), ~~Mesa~~and ~~Land~~Kimbell ~~Company,~~Crest Minerals LLC, a Delaware limited liability company (“~~Mesa~~Kimbell ~~Land~~Crest”, and, together with ~~Mesa~~Kimbell, ~~Royalties~~Opco, ~~and Mesa Holdings~~KRH, Intermediate ~~collectively~~and ~~“Sellers”).~~KRP ~~Pursuant to the terms of the Purchase Agreement~~Legacy, the “Buyer Parties ~~acquired certain rights~~”), ~~title~~entered ~~and~~into ~~interests~~a inPurchase and toSale ~~certain mineral interests,~~Agreement 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~~Purchase ~~Assets~~Agreement”)~~. The~~ ~~Buyer~~with ~~Parties~~Rivercrest ~~acquired~~Capital ~~the~~Partners ~~Acquired~~LP, ~~Assets~~a ~~for~~Delaware ~~aggregate~~limited ~~consideration~~partnership ~~comprising~~ (i“Rivercrest Capital”) ~~approximately~~, ~~$44~~Rivercrest ~~million~~Capital inPartners ~~cash and~~II ~~(ii) the issuance of 6~~LP,~~929,000~~ ~~common~~a ~~units~~Delaware ~~representing~~ limited ~~liability~~partnership ~~company interests in OpCo~~ (“~~OpCo~~Rivercrest ~~Common~~Capital ~~Units~~II”), Cupola ~~and~~Royalty anDirect, ~~equal~~LLC, ~~number~~a ofDelaware ~~Class B units representing~~ limited ~~partner~~liability ~~interests~~company ~~in Kimbell~~ (“~~Class B Units~~Cupola”). ~~The OpCo Common Units~~and, together with ~~the~~Rivercrest ~~Class B~~Capital ~~Units,~~and ~~are exchangeable for an equal number of common units representing limited partners~~Rivercrest ~~interests~~Capital inII, ~~Kimbell~~the (“~~Common Units~~Sellers”). The ~~consideration~~transactions ~~for~~contemplated ~~the~~by ~~Acquisition is subject to certain adjustments as set forth in~~ the Purchase Agreement. ~~Other~~are ~~than~~referred into ~~respect~~herein ofas 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“Dropdown.”

~~Item~~Pursuant 1to the terms of the Purchase Agreement, the Buyer Parties have agreed to acquire (a) certain mineral interests, overriding royalty interests, royalty interests and other interests in oil and gas properties from the Sellers and (b) certain partnership interests in OGM Partners I, a Texas general partnership (“OGM”), and RCPTX, Ltd.01, a Texas limited partnership (“RCPTX”), that are not already owned by the Buyer Parties. ~~Entry~~The ~~into~~aggregate consideration apayable ~~Material~~by ~~Definitive~~the Buyer Parties will be (i) approximately $75 million in cash and (ii) the issuance of 9,500,000 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”) to the Sellers or their designees. 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 Dropdown is subject to certain adjustments as set forth in the Purchase Agreement. The Opco Common Units and Class B Units will be issued 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.

~~Registration~~The ~~Rights~~Buyer Parties and the Sellers each made certain representations, warranties and covenants in the Purchase Agreement. The Buyer Parties, on the one hand, and the Sellers, on the other hand, agreed to indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants, subject to certain negotiated limitations and survival periods set forth in the Purchase Agreement.

OnPursuant ~~June 22~~to the terms of the Purchase Agreement, ~~2026~~the Sellers have agreed, effective ~~pursuant~~as toof the ~~terms~~closing of the ~~Purchase~~Dropdown ~~Agreement~~and subject to certain exceptions, ~~Kimbell~~not ~~entered~~to ~~into~~dispose of the Opco Common Units or Class B Units for a ~~registration~~period ~~rights~~of ~~agreement~~90 (days following the ~~“Registration~~closing. ~~Rights~~Pursuant to the Purchase Agreement”), Kimbell has agreed to grant certain registration rights in favor of the ~~recipients~~Sellers. ofFollowing the ~~consideration,~~closing ~~pursuant~~of tothe ~~which~~Dropdown, among other things, Kimbell ~~has~~will ~~agreed~~agree to ~~prepare~~(i) file a shelf registration statement with respect to the resale of the Common Units issuable upon the conversion of the ~~OpCo~~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~~Sellers ~~Registration~~under ~~Statement”), file~~ the ~~Shelf~~Purchase ~~Registration~~Agreement ~~Statement with the Securities and Exchange Commission (“SEC”)~~ within 5 business days of the closing of the ~~Acquisition~~ Dropdown and (ii) use its reasonable best efforts to cause the ~~Shelf~~registration ~~Registration~~statement ~~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~~Dropdown.

~~The~~Completion ~~foregoing description~~ of the ~~Registration~~Dropdown ~~Rights Agreement~~is ~~does~~subject ~~not purport~~ to bethe ~~complete~~satisfaction ~~and~~or iswaiver of ~~qualified~~certain incustomary ~~its~~closing ~~entirety~~conditions byas ~~reference~~set toforth ~~the~~in ~~text of~~ the ~~Registration~~Purchase ~~Rights~~ Agreement~~, a~~. ~~copy~~The ofDropdown ~~which~~ is ~~filed~~expected ~~as Exhibit 4.1~~ to ~~this~~close ~~Current~~on ~~Report~~or onabout ~~Form~~August ~~8-K~~21, 2026, ~~and~~with isan ~~incorporated~~effective ~~into~~date ~~this~~of ~~Item~~ June 1~~.01~~, ~~by reference~~2026.

~~Item~~Certain 3officers and managers or controlling persons of the Sellers also serve as officers and/or directors of Kimbell’s general partner, Opco and their respective subsidiaries.02 Certain of the Sellers are direct or indirect beneficial owners of limited partner interests in Kimbell and Opco. ~~Unregistered~~Since ~~Sales~~the time of ~~Equity~~Kimbell’s ~~Securities~~initial public offering, Kimbell has indirectly owned controlling interests in OGM and RCPTX.

AsThe ~~previously~~terms ~~reported~~of ~~by Kimbell~~the ~~and~~Dropdown ~~pursuant~~were toapproved by the ~~Purchase~~board ~~Agreement,~~of ondirectors ~~May 18,~~(the “Board”) ~~2026,~~of Kimbell ~~and~~Royalty ~~Opco~~Partners ~~agreed to issue OpCo Common Units and Class B Units~~GP, ~~respectively~~LLC, in a ~~private~~Delaware ~~placement~~limited ~~exempt~~liability ~~from~~company ~~the~~and ~~registration requirements of~~ the ~~Securities~~general ~~Act~~partner of ~~1933, as amended (~~the ~~“Securities Act”)~~Partnership, and inby ~~reliance on~~ the ~~exemptions~~Conflicts ~~set~~and ~~forth~~Compensation inCommittee ~~Section 4~~(~~a)(2) of~~ the ~~Securities~~“Conflicts ~~Act.~~Committee”) ~~Pursuant to the terms~~ of the ~~Purchase~~ ~~Agreement~~Board, ~~Kimbell~~which ~~and~~consists ~~Opco~~entirely ~~issued 6,929,000 Opco Units and an equal number~~ of ~~Class B~~ ~~Units~~independent todirectors. ~~the~~The ~~Sellers~~Conflicts onCommittee ~~June 22,~~engaged ~~2026.~~an ~~The~~independent ~~Opco~~financial ~~Units,~~advisor ~~together~~and ~~with~~legal ~~the~~counsel ~~Class B~~to ~~units,~~assist ~~are~~in ~~exchangeable~~its ~~for~~evaluation and annegotiation ~~equal number~~ of ~~Common~~the ~~Units~~Dropdown.

~~Any~~The ~~future~~foregoing ~~issuance~~description of ~~Common Units~~the ~~pursuant~~Purchase Agreement does not purport to anbe ~~exchange~~complete ~~election~~and byis ~~the~~qualified ~~holders~~in ofits ~~such~~entirety ~~Opco~~by ~~units~~reference ~~and~~to ~~such~~the ~~Class B~~text ~~units~~of ~~will~~the ~~also~~Purchase beAgreement, ~~undertaken~~which inis ~~reliance~~filed as Exhibit 10.1 ~~upon~~to anthis ~~exemption~~Current ~~from~~Report ~~the~~on ~~registration~~Form 8-K ~~requirements~~and ofis ~~the~~incorporated ~~Securities~~by ~~Act,~~reference ~~pursuant~~into tothis ~~Section 4(a)(2) thereof~~Item 1.01.

~~Item~~The 7Purchase Agreement is filed herewith to provide investors with information regarding its terms.01 The Purchase Agreement is not intended to provide any other factual information about the parties to such agreement. ~~Regulation~~In FDparticular, ~~Disclosure~~the assertions embodied in the representations and warranties contained in the Purchase Agreement were made as of the date of the Purchase Agreement only and are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual statements of fact about the parties.

OnItem ~~June 22, 2026, Kimbell issued a news release announcing that it has completed the Acquisition~~3.02. AUnregistered ~~copy~~Sales of ~~the~~Equity ~~news release is attached hereto, furnished as Exhibit 99~~Securities.~~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 71.01 ~~(including~~of ~~Exhibit~~this Current Report on Form ~~99.1)~~8-K is ~~shall~~incorporated ~~not~~by bereference ~~deemed~~into ~~“filed”~~this ~~for~~Item ~~purposes~~3.02. ofThe ~~Section 18~~private placements of the ~~Securities Exchange~~Opco ~~Act~~Common ofUnits ~~1934,~~and asClass B ~~amended~~Units (under the ~~“Exchange Act”)~~Purchase Agreement, ~~nor~~together ~~shall~~with ~~such~~any ~~information~~Common beUnits ~~deemed~~that ~~incorporated~~are byissued ~~reference~~upon ina ~~any filing~~future ~~under~~exchange ~~the~~election ~~Securities~~by ~~Act~~the orholders of the ~~Exchange~~Opco ~~Act,~~Common ~~regardless~~Units ofand Class B ~~the~~Units, ~~general~~will ~~incorporation~~be ~~language~~undertaken ofin ~~such~~reliance ~~filing,~~upon ~~except~~an asexemption ~~shall be~~from ~~expressly~~the ~~set~~registration ~~forth~~requirements byof ~~specific~~the ~~reference~~Securities inAct, ~~such~~pursuant to ~~filing~~Section 4(a)(2) thereof.

Item 87.01. ~~Other~~Regulation ~~Information~~FD Disclosure.

On ~~June~~July 2217, 2026, Kimbell ~~completed~~ ~~the~~issued ~~Acquisition,~~a ~~pursuant~~news torelease ~~the~~announcing ~~terms~~that it ofhas entered into the Purchase Agreement. ~~The~~A ~~terms~~copy ~~and provisions~~ of the ~~Purchase~~news ~~Agreement~~release ~~are~~is ~~described in~~attached ~~the~~hereto, ~~“Introductory~~furnished ~~Note”~~as ~~above~~Exhibit 99.1 ~~(and~~to ~~incorporated~~this ~~by reference herein) and in Kimbell’s~~ Current Report on Form 8-K ~~filed~~ ~~with~~and ~~the~~incorporated ~~Commission~~by onreference ~~May 18,~~into ~~2026~~this ~~(the~~Item ~~“Signing 8-K”)~~7.01.

The ~~aggregate~~information ~~consideration for~~set ~~the~~forth ~~Acquisition~~in ~~consisted~~this ofItem 7.01 (i)including Exhibit ~~approximately~~99.1) shall ~~$44~~not ~~million~~be indeemed ~~cash~~“filed” ~~and~~for ~~(ii)~~purposes of Section 18 of the ~~issuance~~ Securities Exchange Act of 61934,~~929,000~~ ~~Opco~~as ~~Units~~amended ~~and~~(the an“Exchange Act”), ~~equal~~nor ~~number~~shall ofsuch ~~Class B~~information ~~units.~~be ~~The~~deemed ~~Sellers~~incorporated ~~paid $0.05~~by ~~per~~reference ~~Class B~~in ~~Unit~~any ~~issued~~filing atunder the ~~closing~~Securities ofAct or the ~~Acquisition~~Exchange asAct, regardless ~~consideration~~of ~~for~~ the ~~Class B~~general ~~Units,~~incorporation ~~which~~language isof ~~consistent with~~such ~~the~~filing, ~~amount~~except ~~paid~~as ~~per~~shall ~~Class B~~be ~~unit~~expressly byset ~~all~~forth ~~current~~by ~~holders~~specific ofreference ~~Class B~~in ~~units~~such filing.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

As described more fully in Item 1.01 of this Current Report on Form 8-K, the Buyer Parties have agreed to acquire certain mineral interests, overriding royalty interests, royalty interests and other interests in oil and gas properties owned by the Sellers pursuant to the Purchase Agreement. Kimbell estimates that the acquired assets consisted of over 2,568 net royalty acres (20,547 NRA normalized to 1/8th), strategically focused in the Eagle Ford, Permian, Mid-Con and Appalachia basins. For the third quarter 2026, Kimbell estimates that the acquired assets will produce 2,347 Boe/d, comprising 841Bbl/d of oil, 569 Bbl/d of NGLs, and 5,624 Mcf/d of natural gas (on a 6:1 basis) ~~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).

As of March 31, 2026, there were 9 active rigs in operation on the acquired assets. Kimbell further estimates that, as of March 31, 2026, there are 177 gross drilled but uncompleted wells and permits, with over 29,000 gross producing wells in areas across the Lower 48. Kimbell estimates that the acquired assets have a shallow production decline of 13%.

~~SIGNATURE~~Kimbell’s assessment and estimates of the assets to be acquired has been limited. Even by the time of closing, Kimbell’s assessment of these assets will not reveal all existing or potential problems, nor will it permit Kimbell to become familiar enough with the properties to assess fully their capabilities and deficiencies. Moreover, there can be no assurance that the Buyer Parties will consummate the Dropdown on the terms described in Item 1.01 of this Current Report on Form 8-K or at all. Even if the Buyer Parties consummate the Dropdown, they may not be able to achieve the expected benefits of the Dropdown.

~~Pursuant~~Forward-Looking ~~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.~~Statements

~~KIMBELL~~Certain ~~ROYALTY~~information ~~PARTNERS~~contained in this Current Report on Form 8-K and in the exhibits hereto includes forward-looking statements. These forward-looking statements, LPwhich ~~By:~~include statements regarding the anticipated benefits of the Dropdown, the expected timing of the closing of the Dropdown and operational data with respect to the Dropdown involve risks and uncertainties, including risks that the anticipated benefits of the Dropdown are not realized; risks relating to Kimbell’s integration ~~Royalty~~of GPthe acquired assets; risks relating to the possibility that the Dropdown does not close when expected or at all because any conditions to the closing are not satisfied on a timely basis or at all; and risks relating to Kimbell’s business and prospects for growth and acquisitions. Except as required by law, ~~LLC~~Kimbell undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this Current Report on Form 8-K is filed. When considering these forward-looking statements, ~~its~~you ~~general~~should ~~partner~~keep ~~By:~~in /mind the risk factors and other cautionary statements in Kimbell’s/ ~~Matthew~~filings Swith the SEC. ~~Daly~~These ~~Matthew~~include risks Sinherent in oil and natural gas drilling and production activities, including risks with respect to low or declining prices for oil and natural gas that could result in downward revisions to the value of proved reserves or otherwise cause operators to delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash flow; risks relating to the impairment of oil and natural gas properties; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in oil and natural gas prices; risks relating to Kimbell’s ability to meet financial covenants under its credit agreement or its ability to obtain amendments or waivers to effect such compliance; risks relating to Kimbell’s hedging activities; risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; risks relating to delays in receipt of drilling permits; risks relating to unexpected adverse developments in the status of properties; risks relating to borrowing base redeterminations by Kimbell’s lenders; risks relating to the absence or delay in receipt of government approvals or third-party consents; risks relating to acquisitions, dispositions and drop downs of assets; risks relating to Kimbell’s ability to realize the anticipated benefits from and to integrate acquired assets, including the acquired assets; and other risks described in Kimbell’s Annual Report on Form 10-K and other filings with the SEC, available at the SEC’s website at www.sec.gov. ~~Daly~~You ~~Chief~~are ~~Operating~~cautioned ~~Officer~~not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

~~Date:~~Item ~~June 23,~~9.01. ~~2026~~Financial Statements and Exhibits.

(d) Exhibits

Number		Description
10.1*		Purchase and Sale Agreement, dated as of July 16, 2026, by and among Rivercrest Capital Partners LP, Rivercrest Capital Partners II LP, Cupola Royalty Direct, LLC, Kimbell Royalty Partners, LP, Kimbell Royalty Operating, LLC, and the other parties thereto.
99.1		News release issued by Kimbell Royalty Partners, LP, dated July 17, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish supplementally a copy of each such schedule or exhibit to the SEC upon request.

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: July 17, 2026

Filing Compare · Kimbell Royalty Partners, LP