Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Kimbell Royalty Partners, LP (Name of Issuer) |
Common Units Representing Limited Partner Interests (Title of Class of Securities) |
49435R102 (CUSIP Number) |
Brenda Cline 3230 Camp Bowie Boulevard, Suite 600 Fort Worth, TX, 76107 (817) 336-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 49435R102 |
| 1 |
Name of reporting person
Kimbell Art Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,135,020.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Lines 7 and 9: Includes 5,135,020 common units representing limited liability company interests ("OpCo Common Units") of Kimbell Royalty Operating, LLC, a Delaware limited liability company, which, together with an equal number of Class B common units representing limited partner interests ("Class B Units") of the Issuer, are exchangeable on a one-for-one basis for Common Units. Line 13: Based on 107,888,028 Common Units, which consists of 93,396,488 Common Units plus 14,491,540 Common Units that may be received upon exchange of an equal number of OpCo Common Units and Class B Units, each outstanding as of October 31, 2025, which is the most recent date that the Issuer has reported such information. The Reporting Person has ceased to be the beneficial owner of more than five percent (5%) of the shares of the Issuer's Common Units outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Units Representing Limited Partner Interests |
| (b) | Name of Issuer:
Kimbell Royalty Partners, LP |
| (c) | Address of Issuer's Principal Executive Offices:
777 Taylor Street, Suite 810, Fort Worth,
TEXAS
, 76102. |
| Item 4. | Purpose of Transaction |
This Amendment No. 7 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") originally on February 17, 2017, as amended and restated on September 1, 2017, August 3, 2018, October 4, 2018, November 29, 2018, December 31, 2018, September 21, 2021 (together with this Amendment, the "Schedule 13D"), on behalf of Kimbell Art Foundation, a Texas non-profit corporation ("KAF" or the "Reporting Person"), with respect to the common units representing limited partner interests ("Common Units") of Kimbell Royalty Partners, LP, a Delaware limited partnership (the "Issuer"). This Amendment is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 4.8% |
| (b) | 5,135,020 |
| (e) | As of the date hereof, the Reporting Person is no longer the beneficial owner of more than 5% of the Issuer's Common Units outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Person. |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Joint Filing Agreement, dated as of February 17, 2017, by and among Ben J. Fortson and the Reporting Person (filed as Exhibit 99.1 to the Reporting Person's Schedule 13D filed with the SEC on February 17, 2017 and incorporated herein in its entirety by reference). 99.2 Executive Officers and Directors of KAF (filed as Exhibit 99.2 to the Reporting Person's Schedule 13D filed with the SEC on August 3, 2018 and incorporated herein in its entirety by reference). 99.3 Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Issuer, the General Partner, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, Kimbell Royalty Holdings, LLC and the other parties named therein (filed as Exhibit 2.1 to the Issuer's Registration Statement on Form S-1 (File No. 333-215458), as amended, initially filed with the SEC on January 6, 2017 and incorporated herein in its entirety by reference). 99.4 First Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of February 8, 2017 (filed as Exhibit 3.2 to the Issuer's Current Report on Form 8-K filed with the SEC on February 14, 2017 and incorporated herein in its entirety by reference). 99.5 Recapitalization Agreement, dated as of July 24, 2018, by and among KAF, the other Exchange Right Holders, the Issuer, the General Partner, the Operating Company and Haymaker Resources, LP (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 27, 2018 and incorporated herein in its entirety by reference). 99.6 Exchange Agreement, dated as of September 23, 2018, by and among Haymaker Minerals & Royalties, LLC, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, Kimbell Art Foundation, Kimbell Royalty Partners, LP, Kimbell Royalty GP, LLC and Kimbell Royalty Operating, LLC (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference). 99.7 Fifth Amended and Restated Agreement of Limited Partnership of Kimbell Royalty Partners, LP, dated as of September 13, 2023 (incorporated by reference to Exhibit 3.1 to Kimbell Royalty Partners, LP's Current Report on Form 8-K filed September 13, 2023 and incorporated herein by reference). 99.8 Third Amended and Restated Limited Liability Company Agreement of Kimbell Royalty Operating, LLC, dated as of September 13, 2023 (incorporated by reference to Exhibit 3.2 to Kimbell Royalty Partners, LP's Current Report on Form 8 K filed on September 13, 2023 and incorporated herein by reference). 99.9 Purchase and Sale Agreement, dated as of November 20, 2018, by and among Rivercrest Capital Partners LP, Kimbell Art Foundation, Cupola Royalty Direct, LLC, Rivercrest Royalties Holdings II, LLC, Kimbell Royalty Partners, LP and Kimbell Royalty Operating, LLC (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 23, 2018 and incorporated herein in its entirety by reference). 99.10 Registration Rights Agreement, dated as of December 20, 2018, by and among Rivercrest Capital Partners LP, Kimbell Art Foundation, Cupola Royalty Direct, LLC, Rivercrest Royalties Holdings II, LLC and Kimbell Royalty Partners, LP (filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on December 28, 2018 and incorporated herein in its entirety by reference). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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