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NYSE: KRP Kimbell Royalty Partners, LP 8-K

Kimbell closes $145.9M Permian Basin acquisition for $44M cash plus 6.9M units

Filed June 23, 2026 · Period ending June 22, 2026 · ~1 min read

3 key changes 2 high relevance 4 sections

Key Changes

  • high

    Closed acquisition of Mesa Royalties' Permian mineral/royalty interests for $44M cash (30%) and 6.9M OpCo units valued at $101.9M, with effective date June 1, 2026.

  • high

    Acquired assets estimated to produce ~1,390 Boe/d over next 12 months (754 Bbl/d oil, 315 Bbl/d NGLs, 1,928 Mcf/d gas), spanning 711 net royalty acres across 16 Permian counties.

    Exhibit 99.1 view on EDGAR →
  • medium

    Issued 6.9M OpCo Units and Class B Units in private placement, exchangeable 1-for-1 into Common Units; entered registration rights agreement requiring shelf filing within 5 days of close.

Summary

Kimbell Royalty Partners closed its previously announced acquisition of Permian Basin mineral and royalty interests from Mesa Royalties on June 22, 2026, for total consideration of approximately $145.9 million.

The purchase price consisted of $44 million in cash and 6.9 million newly issued OpCo common units valued at $101.9 million, with Kimbell entitled to cash flow from production since the June 1, 2026 effective date.

The acquired assets span 711 net royalty acres across 16 Permian counties (70% Delaware Basin, 30% Midland Basin) and are estimated to produce approximately 1,390 barrels of oil equivalent per day over the next twelve months. The 6.9 million OpCo units issued to sellers are exchangeable on a one-for-one basis into Kimbell common units. Under a registration rights agreement executed at closing, Kimbell must file a shelf registration statement with the SEC within 5 business days to permit resale of the units, with the shelf required to become effective within 120 days. The unit issuance represents meaningful equity consideration (approximately 70% of total deal value) that will dilute existing unitholders once converted, though the acquired production provides immediate cash flow accretion. The geographic diversification across 16 counties and both major Permian sub-basins reduces concentration risk in the combined portfolio.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~200 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added
Added Registration Rights Agreement medium

Added in current filing · verify on EDGAR →

On June 22, 2026, pursuant to the terms of the Purchase Agreement, Kimbell entered into a registration rights agreement (the “Registration Rights Agreement”) in favor of the recipients of the consideration, pursuant to which, among other things, Kimbell has agreed to prepare a shelf registration statement with respect to the resale of the Common Units issuable upon the conversion of the 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 Registration Statement”), file the Shelf Registration Statement with the Securities and Exchange Commission (“SEC”) within 5 business days of the closing of the Acquisition and use its reasonable best efforts to cause the Shelf Registration 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.

Kimbell entered into a registration rights agreement on June 22, 2026, in connection with a purchase agreement for an acquisition. The agreement requires Kimbell to file a shelf registration statement with the SEC within 5 business days of closing to allow recipients to resell Common Units and Class B Units issued as consideration. The registration statement must become effective within 120 days of closing.

Event · Item 8.01 — Other Events

~100 words

Item 8.01 — Other Events filed; see Key Changes for terms.

2 Added
Added Acquisition completion high

Added in current filing · verify on EDGAR →

On June 22, 2026, Kimbell completed the Acquisition, pursuant to the terms of the Purchase Agreement.

Kimbell closed a previously announced acquisition on June 22, 2026. The transaction was originally disclosed in an 8-K filed May 18, 2026, and this filing confirms the deal has now closed.

Added Acquisition consideration high

Added in current filing · verify on EDGAR →

The aggregate consideration for the Acquisition consisted of (i) approximately $44 million in cash and (ii) the issuance of 6,929,000 Opco Units and an equal number of Class B units.

The purchase price consisted of approximately $44 million in cash plus the issuance of 6,929,000 Opco Units and an equal number of Class B units. The sellers paid $0.05 per Class B Unit at closing, consistent with what all current Class B unit holders paid.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Kimbell Royalty Partners completed an acquisition, disclosed via news release under Regulation FD.

1 Added
Added Acquisition completion medium

Added in current filing · verify on EDGAR →

On June 22, 2026, Kimbell issued a news release announcing that it has completed the Acquisition.

Kimbell Royalty Partners announced the completion of an acquisition on June 22, 2026. The 8-K does not disclose the target, purchase price, or other transaction details in the body text; those details are presumably in the attached news release (Exhibit 99.1), which was not provided in this filing excerpt.

Event · Exhibit 99.1

3 Added
Added Permian Basin acquisition closing high

Added in current filing · verify on EDGAR →

Kimbell Royalty Partners ... , LP (NYSE: KRP) (“Kimbell” or the “Company”), a leading owner of oil and gas mineral and royalty interests in over 17 million gross acres in 28 states, today announced that it has closed the previously announced purchase of mineral and royalty interests (the “Acquired Assets”) held by Mesa Royalties (portfolio companies of funds managed by NGP), in a cash and unit transaction valued at approximately $145.9 million ... (the “Acquisition”). The purchase price for the Acquisition was comprised of $44.0 million in cash (approximately 30% of the total consideration) and approximately 6.9 million newly issued common units of Kimbell Royalty Operating, LLC (“OpCo”) valued at $101.9 million.

Kimbell closed its acquisition of Permian Basin mineral and royalty interests from Mesa Royalties for total consideration of approximately $145.9 million. The purchase price consisted of $44.0 million in cash (about 30% of total consideration) and approximately 6.9 million newly issued OpCo common units valued at $101.9 million. Kimbell is entitled to all cash flow from production attributable to the acquired assets since the effective date of June 1, 2026.

Added Acquired asset production estimates high

Added in current filing · view on EDGAR →

For the next twelve months, Kimbell estimates that, as of June 1, 2026, the Acquired Assets will produce approximately 1,390 Boe/d (754 Bbl/d of oil, 315 Bbl/d of NGLs, and 1,928 Mcf/d of natural gas) (6:1).

The acquired assets are estimated to produce approximately 1,390 barrels of oil equivalent per day over the next twelve months as of June 1, 2026. This production consists of 754 barrels per day of oil, 315 barrels per day of natural gas liquids, and 1,928 thousand cubic feet per day of natural gas. This production estimate provides investors with visibility into the near-term cash flow contribution from the acquisition.

Added Geographic footprint of acquired assets medium

Added in current filing · view on EDGAR →

The Acquired Assets reflect a broad, diversified footprint across 16 Permian counties, with approximately 711 Net Royalty Acres (5,691 NRA normalized to 1/8th) concentrated in the Delaware Basin (70%) and Midland Basin (30%).

The acquired mineral and royalty interests span 16 Permian Basin counties with approximately 711 net royalty acres (5,691 net royalty acres normalized to 1/8th royalty interest). The assets are concentrated 70% in the Delaware Basin and 30% in the Midland Basin, providing geographic diversification within the Permian. This diversification across multiple counties and both major Permian sub-basins reduces concentration risk.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 13, 2026 · How we verify