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. 6)*
|
KIMBELL ROYALTY PARTNERS, LP (Name of Issuer) |
Common Units Representing Limited Partner Interests (Title of Class of Securities) |
49435R102 (CUSIP Number) |
Douglas E. Swanson, Jr. EnCap Investments L.P., 9651 Katy Freeway, Suite 600 Houston, TX, 77024 (713) 659-6100 W. Matthew Strock Vinson & Elkins L.L.P., 845 Texas Avenue, Suite 4700 Houston, TX, 77002 (713) 758-2222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/03/2026 (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
|
| CUSIP No. | 49435R102 |
| 1 |
Name of reporting person
MB Minerals, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,658,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - MB Minerals, L.P. ("MB Minerals") is the direct holder of 2,658,422 common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC, a Delaware limited liability company ("OpCo"), and an equivalent number of Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP, a Delaware limited partnership (the "Issuer"), which together are exchangeable for an equal number of common units representing limited partner interests ("Common Units") in the Issuer. Opco Common Units, Class B Units and Common Units are collectively referred to herein as "Securities." Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026 (the "Annual Report") and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.
SCHEDULE 13D
|
| CUSIP No. | 49435R102 |
| 1 |
Name of reporting person
Sabalo Midland Basin, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,658,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - Sabalo Midland Basin, Inc., a Delaware corporation ("Sabalo Midland Basin"), is the general partner of MB Minerals. MB Minerals directly holds 2,658,422 OpCo Common Units and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units in the Issuer. Therefore, Sabalo Midland Basin may be deemed to beneficially own all of the reported Securities that are deemed to be beneficially owned by MB Minerals. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.
SCHEDULE 13D
|
| CUSIP No. | 49435R102 |
| 1 |
Name of reporting person
EnCap Energy Capital Legacy Fund VIII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,248,802.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Box 13 - This calculation is based on a total of 94,189,995 Common Units outstanding, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.
SCHEDULE 13D
|
| CUSIP No. | 49435R102 |
| 1 |
Name of reporting person
EnCap Energy Capital Fund IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,658,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - EnCap Energy Capital Fund IX, L.P., a Texas limited partnership ("EnCap Fund IX"), is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. MB Minerals directly holds 2,658,422 OpCo Common Units and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units in the Issuer. Therefore, EnCap Fund IX may be deemed to beneficially own all of the reported Securities that are deemed to be beneficially owned by MB Minerals. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.
SCHEDULE 13D
|
| CUSIP No. | 49435R102 |
| 1 |
Name of reporting person
EnCap Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,907,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.93 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - Includes 2,248,802 Common Units that are held of record by EnCap Energy Capital Legacy Fund VIII, L.P. ("EnCap Legacy Fund VIII"), and 2,658,422 Class B Units (and an equivalent number of OpCo Common Units) that are held of record by MB Minerals. EnCap Partners GP is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, a Delaware limited liability company, which is the sole member of EnCap Investments GP, L.L.C., a Delaware limited liability company, which is the general partner of EnCap Investments L.P., which is the general partner of EnCap Equity Fund VIII GP, L.P. and EnCap Equity Fund IX GP, L.P., a Delaware Limited partnership, which are the sole general partners of EnCap Legacy Fund VIII and EnCap Fund IX, respectively. EnCap Fund IX is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, through its indirect ownership and management of EnCap Legacy Fund VIII and MB Minerals, may be deemed to share the right to direct the vote or disposition of the reported Securities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.
SCHEDULE 13D
|
| 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 ST., SUITE 810, FORT WORTH,
TEXAS
, 76102. | |
Item 1 Comment:
This Amendment No. 6 (this "Amendment") amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on April 4, 2019 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on April 1, 2022 ("Amendment No. 1"), as further amended by Amendment No. 2 filed on July 29, 2022 ("Amendment No. 2"), as further amended by Amendment No. 3 filed on October 26, 2022 ("Amendment No. 3"), as further amended by Amendment No. 4 filed on May 19, 2023 ("Amendment No. 4") and as further amended by Amendment No. 5 filed on March 9, 2026 ("Amendment No. 5" and, together with the Original Schedule 13D, as so amended, the "Schedule 13D"). As disclosed herein, EnCap Partners GP is no longer the beneficial owner of more than 5% of the Common Units and the Reporting Persons are filing this Schedule 13D as an exit filing. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of Common Units beneficially owned by each Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover pages to this Schedule 13D relating to such Reporting Person and is incorporated by reference into this Item 5. | |
| (b) | For purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), EnCap Partners GP, through its direct and indirect ownership and management of MB Minerals, Sabalo Midland Basin, EnCap Legacy Fund VIII and EnCap Fund IX, may be deemed to share the right to direct the vote or the disposition of the Common Units and OpCo Common Units (and an equal number of Class B Units) held of record by EnCap Legacy Fund VIII and MB Minerals, respectively, and thus, for the purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially own the Common Units and OpCo Common Units (and an equal number of Class B Units) held by EnCap Legacy Fund VIII and MB Minerals, respectively. The Securities held by the EnCap Entities represent approximately 4.93% of the outstanding Common Units (calculated based on an assumed combined 99,559,213 Common Units outstanding, which consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Common Units or Class B Units (and OpCo Common Units) for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (c) | Except as set forth in this Schedule 13D, none of the Reporting Persons or, to their knowledge, any of its directors, executive officers or other control persons named on Schedule A, Schedule B, Schedule C or Schedule D attached hereto, has effected any transaction in the Common Units during the past 60 days. | |
| (d) | No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units reported on this Schedule 13D. | |
| (e) | EnCap Partners GP ceased to be the beneficial owner of more than 5% of the Common Units on April 2, 2026. | |
| 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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