UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 9, 2021

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (817) 945-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Securities registered pursuant to 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     x

On November 9, 2021, Kimbell Royalty Partners, LP (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Partnership, Kimbell Royalty GP, LLC (the “General Partner”), Kimbell Royalty Operating, LLC (the “Operating Company” and collectively, the “Kimbell Parties”) and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), providing for the offer and sale by the Partnership (the “Offering”), and the purchase by the Underwriters, of 3,750,000 common units representing limited partner interests in the Partnership (“Common Units”) at a price to the public of $14.00 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters an option for a period of 30 days to purchase up to an additional 562,500 Common Units on the same terms. The Offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-238330), which was declared effective by the Securities and Exchange Commission on May 29, 2020.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Kimbell Parties have each agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make in respect of those liabilities.

The Offering is expected to close on November 15, 2021, subject to customary closing conditions. The Partnership will receive proceeds (net of the underwriting discount and offering expenses) from the Offering of approximately $49.1 million. The Partnership intends to contribute the net proceeds from the Offering to the Operating Company in exchange for 3,750,000 common units in the Operating Company. The Operating Company will use the net proceeds from the Offering to fund a portion of the cash purchase price of its previously disclosed acquisition to acquire mineral and royalty interests in an all-cash transaction (the “Acquisition”). The Offering is not conditioned on the consummation of the Acquisition. Pending the closing of the Acquisition, the Operating Company intends to use the net proceeds from the Offering to repay a portion of the outstanding borrowings under the Partnership’s revolving credit facility. Amounts borrowed in the future under the Partnership’s revolving credit facility will be used for general partnership purposes, which may include funding future acquisitions or the potential redemption of all or a portion of its Series A preferred units.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2021