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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 17—SUBSEQUENT EVENTS

The Partnership has evaluated events that occurred subsequent to June 30, 2026 in the preparation of its unaudited interim consolidated financial statements.

Distributions

On August 7, 2026, the Board of Directors declared a quarterly cash distribution of $0.47 per common unit and $0.496665 per OpCo common unit for the quarter ended June 30, 2026. The Partnership intends to pay this distribution on

August 24, 2026 to common unitholders and OpCo common unitholders of record as of the close of business on August 17, 2026.

As to the Partnership, $0.026665 of the OpCo common unit distribution corresponds to a tax payment made by the Partnership in the second quarter of 2026. Under the limited liability company agreement of the Operating Company, the Partnership is not reimbursed by the Operating Company for federal income taxes paid by the Partnership.

The Partnership will pay a quarterly cash distribution on the Series A preferred units of approximately $2.4 million for the quarter ended June 30, 2026. The Partnership intends to pay the distribution subsequent to August 7, 2026, and prior to the distribution on the common units and OpCo common units.

Dropdown

On July 16, 2026, the Partnership, Opco, Kimbell Royalty Holdings, LLC (“KRH”), Kimbell Intermediate Holdings, LLC (“Intermediate”), KRP Legacy NBR, LLC (“KRP Legacy”), and Kimbell Crest Minerals LLC (“Kimbell Crest” and, together with the Partnership, Opco, KRH, Intermediate and KRP Legacy, the “Buyer Parties”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Rivercrest Capital Partners LP (“Rivercrest Capital”), Rivercrest Capital Partners II LP (“Rivercrest Capital II”), Cupola Royalty Direct, LLC (“Cupola”) and, together with Rivercrest Capital and Rivercrest Capital II, the (“Sellers”). The transactions contemplated by the Purchase Agreement are referred to as the “Dropdown.”

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, and RCPTX, Ltd, that are not already owned by the Buyer Parties. The aggregate consideration payable by the Buyer Parties will be approximately $75.0 million in cash and the issuance of 9.5 million Opco units and an equal number of Class B units to the Sellers or their designees.

Completion of the Dropdown is subject to the satisfaction or waiver of certain customary closing conditions as set forth in the Purchase Agreement. The Dropdown is expected to close on or about August 21, 2026, with an effective date of June 1, 2026.

Conversion of Class B Units to Common Units

On July 22, 2026, the Partnership issued 2,243,716 common units to an existing OpCo unitholder in exchange for 2,243,716 OpCo common units and an equal number of Class B units pursuant to the terms of the Exchange Agreement, dated as of September 23, 2018, by and among us, the General Partner, the Operating Company and the other holders of OpCo common units and Class B units from time to time party thereto (the “Exchange Agreement”).