Kimbell Royalty Partners LP美股招股说明书(2026-07-10版)

KIMBELL ROYALTY PARTNERS, LP 6,929,000 Common Units Offered by the Selling Unitholders This prospectus relates to the offer and resale by the selling unitholders (as defined below) of up to6,929,000 commonunits (the “commonunits”) representing limited partner interests in Kimbell RoyaltyPartners, LP, from time to time in one or more offerings and at prices and on terms that will be determinedat the time of any such offerings. All of the offered commonunits were issued in a private placement,exempt from the registration requirements of the Securities Act of 1933, as amended, completed on June22,2026 in connection with the purchase and sale agreement of mineral and royalty assets dated May18, 2026,by and among Kimbell Royalty Partners, LP, a Delaware limited partnership, Kimbell Royalty Operating,LLC, a Delaware limited liability company, Mesa Vista Royalties, LLC, a Delaware limited liabilitycompany, Mesa Royalties III Holdings, LLC, a Delaware limited liability company, and Mesa LandCompany, LLC, a Delaware limited liability company. “Selling unitholders” refers to the selling unitholdersnamed in this prospectus or in any supplement to this prospectus or certain transferees, assignees or othersuccessors-in-interest that receivedunits from the selling unitholders. We will not receive any proceeds from the sale of commonunits owned by the selling unitholders. Fora detailed discussion of the selling unitholders, please read “Selling Unitholders.” The selling unitholders may sell these securities through one or more underwriters, dealers or agents, ordirectly to purchasers, on a continuous or delayed basis. This prospectus describes the general terms of these securities and the general manner in which theselling unitholders will offer them. The specific terms of any securities that the selling unitholders offerwill, if not included in this prospectus or the information incorporated by reference herein, be included in asupplement to this prospectus. The prospectus supplement will also describe the specific manner in whichthe selling unitholders will offer the securities, and also may add, update or change information contained inthis prospectus. The names of any underwriters and the specific terms of a plan of distribution will be statedin a supplement to this prospectus. You should read this prospectus and any applicable prospectus supplement and the documentsincorporated by reference herein or therein carefully before you invest in any of our securities. You shouldalso read the documents we have referred you to in the “Where You Can Find More Information” and“Information We Incorporate by Reference” sections of this prospectus for information about us, includingour financial statements. Our commonunits are traded on the New York Stock Exchange (the “NYSE”) under the symbol “KRP.” Investing in our securities involves a high degree of risk. Limited partnerships are inherently different fromcorporations. You should carefully consider the risks relating to investing in our securities and each of the otherrisk factors described under “Risk Factors” beginning on page5of this prospectus before you make aninvestment in our securities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined whether this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is July 8, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2ABOUT KIMBELL ROYALTY PARTNERS, LP4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF OUR COMMON UNITS AND CLASS B UNITS7DESCRIPTION OF THE PREFERRED UNITS10CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS12HOW WE PAY DISTRIBUTIONS15THE PARTNERSHIP AGREEMENT18MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES33INVESTMENT IN KIMBELL ROYALTY PARTNERS, LP BY EMPLOYEE BENEFIT PLANS39SELLING UNITHOLDERS41PLAN OF DISTRIBUTION43LEGAL MATTERS47EXPERTS47WHERE YOU CAN FIND MORE INFORMATION48INFORMATION WE INCORPORATE BY REFERENCE48 We have not authorized anyone to provide you with any information other than the information containedin this prospectus, any future prospectus supplement prepared by us or incorporated by reference in thisprospectus or any prospectus supplement. We do not take any responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. The selling unitholders are not offeringthese securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus, any prospectus supplement or thedocuments incorporated by reference in this prospectus or in any prospectus supplement is accurate as of anydate other than the respective dates of those documents. We will disclose any material changes in our affairs inan amendment to this prospectus, a prospectus supplement or a future filing wit