Kimbell Royalty Partners LP美股招股说明书(2025-01-07版)

This prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This prospectus supplement and the attached prospectus are not an offer to sell nor do they seek anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-273609 SUBJECT TO COMPLETION, DATED JANUARY 7, 2025 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 2, 2023 Kimbell Royalty Partners, LP 9,000,000 Common Units Representing Limited Partner Interests We are offering 9,000,000 common units representing limited partner interests inKimbell Royalty Partners, LP. Our common units are listed on the New York Stock Exchange under the symbol“KRP”. On January 6, 2025, the last reported sale price of our common units on the NewYork Stock Exchange was $16.20 per unit. Investing in our common units involves risks. Limited partnerships are inherentlydifferent from corporations. Please read “Risk Factors” beginning on page S-11 of thisprospectus supplement and beginning on page 5 of the accompanying base prospectus. We refer you to “Underwriting (Conflicts of Interest)” beginning on page S-22 of thisprospectus supplement for additional information regarding underwritingcompensation. Neither the Securities and Exchange Commission nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus supplementor the accompanying base prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. We have granted the underwriters a 30-day option to purchase from time to time allor less than all of an additional 1,350,000 common units on the same terms and conditionsas set forth above. The underwriters expect to deliver the common units on or about, 2025through the book- entry facilities of The Depository Trust Company. Joint Book-Running Managers CitigroupJ.P. MorganRBC Capital Markets The date of this prospectus supplement is, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4THE OFFERINGS-7RISK FACTORSS-11USE OF PROCEEDSS-14CAPITALIZATIONS-15MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-16UNDERWRITING (CONFLICTS OF INTEREST)S-22LEGAL MATTERSS-26EXPERTSS-26WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-27PROSPECTUSABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2ABOUT KIMBELL ROYALTY PARTNERS, LP4RISK FACTORS5 USE OF PROCEEDS6DESCRIPTION OF OUR COMMON UNITS AND CLASS B UNITS7DESCRIPTION OF THE PREFERRED UNITS9CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS11HOW WE PAY DISTRIBUTIONS13THE PARTNERSHIP AGREEMENT16MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES31INVESTMENT IN KIMBELL ROYALTY PARTNERS, LP BY EMPLOYEE BENEFIT PLANS37PLAN OF DISTRIBUTION39LEGAL MATTERS40EXPERTS41WHERE YOU CAN FIND MORE INFORMATION42INFORMATION WE INCORPORATE BY REFERENCE43 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, whichdescribes our business and the terms of this offering of our common units and also adds to andupdates information contained in the accompanying base prospectus and the documentsincorporated by reference in this prospectus supplement and the accompanying baseprospectus. The second part is the accompanying base prospectus, which gives more generalinformation, some of which may not apply to this offering of common units. We sometimesrefer to the prospectus supplement and the accompanying base prospectus, taken together, as“the prospectus.” If the information varies between this prospectus supplement and theaccompanying base prospectus, you should rely on the information in this prospectussupplement. Neither we nor the underwriters have authorized anyone to provide you with anyinformation other than the information contained in this prospectus supplement and theaccompanying base prospectus or incorporated by reference into this prospectus supplement orthe accompanying base prospectus. Neither we nor the underwriters take any responsibility for,nor can we or the underwriters provide any assurance as to the reliability of, any otherinformation that others may give you. We and the underwriters are offering to sell thesesecurities, and seeking offers to buy these securities, only in jurisdictions where offers and salesare permitted. You should not assume that the information contained in this prospectussupplement, the accompanying base prospectus or any free writing prospectus is accurate as ofany date other than the dates shown in these documents or that any information incorporated byreference herein is accurate as of any date other than the date of the document incorporated byreference. Our business, financial condition, results of operations and prospects may havechanged since such dates. Industry and Ma