Kimbell Royalty Partners, LP filed a Form 8-K with the SEC on August 24, 2026, reporting the completion on August 21, 2026 of a previously announced acquisition of mineral and royalty interests from Rivercrest Capital Partners LP, Rivercrest Capital Partners II LP, and Cupola Royalty Direct, LLC.

Key Highlights

  • Acquisition closed: Kimbell completed the "Dropdown" of mineral and royalty interests on August 21, 2026, with an effective date of June 1, 2026.
  • Cash consideration: Approximately $75 million in cash was paid to the Sellers as part of the aggregate consideration.
  • Unit issuance: 9,500,000 OpCo Common Units and an equal number of Class B Units were issued to the Sellers on August 21, 2026.
  • Class B Unit price: The Sellers paid $0.05 per Class B Unit issued at closing, consistent with the amount paid by all current holders of Class B Units.
  • Registration rights: Kimbell agreed to file a Shelf Registration Statement with the SEC within 5 business days of closing and to use reasonable best efforts to make it effective within 120 days of closing.
  • Updated guidance: On August 24, 2026, Kimbell issued a news release announcing updated 2026 guidance, furnished as Exhibit 99.2.

Kimbell Royalty Partners Closes Dropdown from Rivercrest and Cupola Sellers

According to the filing, Kimbell Royalty Partners, LP (NYSE:KRP), a Delaware limited partnership, completed the acquisition of certain mineral interests, overriding royalty interests, royalty interests, and other oil and gas property interests from Rivercrest Capital Partners LP, Rivercrest Capital Partners II LP, and Cupola Royalty Direct, LLC. Kimbell and its subsidiaries also acquired certain partnership interests in OGM Partners I, a Texas general partnership, and RCPTX, Ltd., a Texas limited partnership, that were not already owned by Kimbell.

The aggregate consideration for the transaction consisted of approximately $75 million in cash and the issuance of 9,500,000 OpCo Common Units in Kimbell Royalty Operating, LLC and an equal number of Class B Units in Kimbell. The filing noted that the OpCo Common Units and Class B Units together are exchangeable for an equal number of common units representing limited partner interests in Kimbell. The consideration is subject to certain adjustments as set forth in the Purchase and Sale Agreement, according to the filing.

In connection with the closing, Kimbell and the Sellers entered into a Registration Rights Agreement on August 21, 2026. Under that agreement, the filing disclosed, Kimbell is obligated to prepare and file a Shelf Registration Statement covering the resale of Common Units issuable upon conversion of the OpCo Common Units and a corresponding number of Class B Units. The filing also noted that certain officers and managers or controlling persons of the Sellers serve as officers and/or directors of Kimbell's general partner, OpCo, and their respective subsidiaries, and that certain Sellers are direct or indirect beneficial owners of limited partner interests in Kimbell and OpCo. The units issued to the Sellers were placed in a private placement exempt from Securities Act registration requirements in reliance on Section 4(a)(2), according to the filing.

What Was Disclosed

Kimbell Royalty Partners reported completion of a mineral and royalty interest acquisition for approximately $75 million in cash plus 9,500,000 OpCo Common Units and an equal number of Class B Units, along with the entry into a Registration Rights Agreement with the Sellers.