Kimbell Royalty Partners acquires $215M in oil & gas royalties from affiliates

Certain officers 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. Certain of the Sellers are direct or indirect beneficial owners of limited partner interests in Kimbell and Opco. Since the time of Kimbell’s initial public offering, Kimbell has indirectly owned controlling interests in OGM and RCPTX.

The terms of the Dropdown were approved by the board of directors (the “Board”) of Kimbell Royalty Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership, and by the Conflicts and Compensation Committee (the “Conflicts Committee”) of the Board, which consists entirely of independent directors. The Conflicts Committee engaged an independent financial advisor and legal counsel to assist in its evaluation and negotiation of the Dropdown.

Pursuant to the terms of the Purchase Agreement, the Sellers have agreed, effective as of the closing of the Dropdown and subject to certain exceptions, not to dispose of the Opco Common Units or Class B Units for a period of 90 days following the closing. Pursuant to the Purchase Agreement, Kimbell has agreed to grant certain registration rights in favor of the Sellers. Following the closing of the Dropdown, among other things, Kimbell will agree to (i) file 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 to the Sellers under the Purchase Agreement within 5 business days of the closing of the Dropdown and (ii) use its reasonable best efforts to cause the 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 Dropdown.

The private placements of the Opco Common Units and Class B Units under the Purchase Agreement, together with any Common Units that are issued upon a future exchange election by the holders of the Opco Common Units and Class B Units, will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a) (2) thereof.

On July 17, 2026, Kimbell issued a news release announcing that it has entered into the Purchase Agreement.

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).

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%.

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 the purchase of certain oil and gas royalty interests from certain affiliated sellers for approximately $215.4 million (the “Drop Down”).

Approximately 2,568 Net Royalty Acres (20,547 NRA normalized to 1/8th), strategically focused in premier areas of the Eagle Ford, Permian, Mid-Con and Appalachia

· Expected Q3 2026 average daily production of 2,347 boe/d (841 Bbl/d of oil, 569 Bbl/d of NGLs, and 5,624 Mcf/d of natural gas) (6:1)

· Targeted multi-basin portfolio spans over 3 million gross acres with over 29,000 gross producing wells in high-growth areas across the Lower 48

Expected near-term production growth supported by strong historical development cadence, 9 rigs actively drilling on acreage as of March 31, 2026, and 177 DUCs and permits

· Shallow production decline of 13% enhances Kimbell’s best-in-class five-year PDP decline rate

The Drop Down was approved by the Conflicts and Compensation Committee of the Board of Directors of Kimbell Royalty Partners' general partner (the "Conflicts Committee") and the Board of Directors of Kimbell Royalty Partners' general partner on July 16, 2026. ... The sellers in the Drop Down will be subject to a 90-day lockup after closing, which is expected to occur on or around August 21, 2026.