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[10-Q] Kimbell Royalty Partners, LP Quarterly Earnings Report

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Form Type
10-Q
Rhea-AI Filing Summary

Gladstone Land (LAND) Q2-25 10-Q highlights:

  • Portfolio: 150 farms, 103,001 acres across 15 states; real-estate net book value fell to $1.13 bn (-2.4% YTD) after selling seven farms for $64.5 mm and booking $15.7 mm aggregate gains.
  • Financial position: Total assets $1.26 bn (-4.1% YTD); debt (lines, notes, bonds) trimmed by $28.1 mm to $496.4 mm, pushing liability ratio down to 46.8%. Cash rose to $30.5 mm (up $12.2 mm) on sale proceeds.
  • Q2 performance: Lease revenue plunged 42% YoY to $12.3 mm as disposed and held-for-sale assets exited the rent roll; operating expenses held flat at $12.5 mm. Interest expense eased 10% to $5.0 mm, but the revenue slide drove a GAAP net loss of $7.9 mm vs. $0.8 mm prior-year. After $6.0 mm preferred dividends, loss attributable to common widened to $13.9 mm (-$0.38/sh).
  • 6-month view: Revenue down 30% to $29.1 mm; net income $7.2 mm helped by $13.3 mm gains, yet common shareholders posted a $4.8 mm loss (-$0.13/sh). Operating cash flow fell 56% to $8.4 mm.
  • Capital: Weighted-avg fixed borrowing cost 3.8%; 55,306 acre-feet of water assets carried at $37.1 mm; equity cushion $670.1 mm but cumulative distributions now exceed earnings by $189.5 mm.

Outlook: Management targets recycling capital from mature assets into higher-yield farms, but must restore rental income to cover preferred distributions and sustain common dividends.

Gladstone Land (LAND) Q2-25 10-Q punti salienti:

  • Portafoglio: 150 fattorie, 103.001 acri in 15 stati; il valore netto contabile degli immobili è sceso a 1,13 miliardi di dollari (-2,4% da inizio anno) dopo la vendita di sette fattorie per 64,5 milioni di dollari e la registrazione di guadagni aggregati di 15,7 milioni di dollari.
  • Posizione finanziaria: Attivi totali 1,26 miliardi di dollari (-4,1% da inizio anno); debito (linee di credito, note, obbligazioni) ridotto di 28,1 milioni a 496,4 milioni, portando il rapporto passività a 46,8%. La liquidità è salita a 30,5 milioni di dollari (più 12,2 milioni) grazie ai proventi delle vendite.
  • Performance Q2: Ricavi da locazioni crollati del 42% su base annua a 12,3 milioni di dollari a causa dell’uscita dal portafoglio di immobili venduti o in vendita; spese operative stabili a 12,5 milioni. Spese per interessi diminuite del 10% a 5,0 milioni, ma il calo dei ricavi ha generato una perdita netta GAAP di 7,9 milioni contro un utile di 0,8 milioni dell’anno precedente. Dopo dividendi preferenziali per 6,0 milioni, la perdita attribuibile agli azionisti comuni si è ampliata a 13,9 milioni (-0,38$ per azione).
  • Vista semestrale: Ricavi in calo del 30% a 29,1 milioni; utile netto di 7,2 milioni sostenuto da guadagni per 13,3 milioni, ma gli azionisti comuni hanno subito una perdita di 4,8 milioni (-0,13$ per azione). Flusso di cassa operativo in calo del 56% a 8,4 milioni.
  • Capitale: Costo medio ponderato del debito fisso 3,8%; 55.306 acri-piedi di risorse idriche valutati a 37,1 milioni; patrimonio netto a 670,1 milioni, ma le distribuzioni cumulative superano ora gli utili di 189,5 milioni.

Prospettive: La direzione punta a riciclare il capitale da asset maturi verso fattorie con rendimenti più elevati, ma deve ripristinare i ricavi da affitti per coprire i dividendi preferenziali e sostenere quelli comuni.

Gladstone Land (LAND) Q2-25 10-Q aspectos destacados:

  • Cartera: 150 granjas, 103,001 acres en 15 estados; el valor neto contable de los bienes raíces cayó a 1,13 mil millones de dólares (-2,4% en lo que va del año) tras vender siete granjas por 64,5 millones y registrar ganancias agregadas de 15,7 millones.
  • Posición financiera: Activos totales 1,26 mil millones (-4,1% en lo que va del año); deuda (líneas, notas, bonos) reducida en 28,1 millones a 496,4 millones, bajando la proporción de pasivos al 46,8%. El efectivo aumentó a 30,5 millones (subió 12,2 millones) por los ingresos de ventas.
  • Desempeño Q2: Ingresos por arrendamientos cayeron 42% interanual a 12,3 millones debido a la salida de activos vendidos y en venta; gastos operativos se mantuvieron en 12,5 millones. Gastos por intereses bajaron 10% a 5,0 millones, pero la caída en ingresos causó una pérdida GAAP neta de 7,9 millones frente a 0,8 millones del año anterior. Tras 6,0 millones en dividendos preferentes, la pérdida atribuible a acciones comunes se amplió a 13,9 millones (-0,38$ por acción).
  • Vista semestral: Ingresos bajaron 30% a 29,1 millones; ingreso neto de 7,2 millones impulsado por ganancias de 13,3 millones, pero los accionistas comunes registraron una pérdida de 4,8 millones (-0,13$ por acción). Flujo de caja operativo cayó 56% a 8,4 millones.
  • Capital: Costo promedio ponderado de deuda fija 3,8%; 55,306 acre-pies de activos hídricos valorados en 37,1 millones; colchón patrimonial de 670,1 millones, pero las distribuciones acumuladas superan las ganancias en 189,5 millones.

Perspectivas: La gerencia apunta a reciclar capital de activos maduros hacia granjas con mayor rendimiento, pero debe restaurar los ingresos por rentas para cubrir los dividendos preferentes y mantener los comunes.

Gladstone Land (LAND) 2025년 2분기 10-Q 주요 내용:

  • 포트폴리오: 15개 주에 걸쳐 150개 농장, 103,001에이커; 부동산 순장부가치는 7개 농장 매각으로 6,450만 달러를 확보하고 총 1,570만 달러의 이익을 기록하며 연초 대비 2.4% 감소한 11억 3천만 달러로 하락.
  • 재무 상태: 총 자산 12억 6천만 달러(-4.1% YTD); 부채(라인, 노트, 채권)는 2,810만 달러 줄어든 4억 9,640만 달러로 부채 비율 46.8%로 하락. 매각 수익으로 현금은 3,050만 달러로 1,220만 달러 증가.
  • 2분기 실적: 임대 수익은 매각 및 매각 대기 자산이 임대 목록에서 제외되며 전년 동기 대비 42% 감소한 1,230만 달러 기록; 영업비용은 1,250만 달러로 유지. 이자 비용은 10% 감소한 500만 달러지만, 수익 감소로 GAAP 순손실 790만 달러 발생(전년 동기 80만 달러 이익). 우선주 배당금 600만 달러 차감 후 보통주 귀속 손실은 1,390만 달러(-주당 0.38달러)로 확대.
  • 6개월 실적: 수익 30% 감소한 2,910만 달러; 1,330만 달러 이익 덕분에 순이익 720만 달러 기록, 그러나 보통주주 손실은 480만 달러(-주당 0.13달러). 영업현금흐름은 56% 감소한 840만 달러.
  • 자본: 가중평균 고정 차입 비용 3.8%; 55,306 에이커피트의 수자원 자산은 3,710만 달러로 평가; 자본 완충액 6억 7,010만 달러지만 누적 배당금이 이익을 1억 8,950만 달러 초과.

전망: 경영진은 성숙 자산에서 수익률이 높은 농장으로 자본을 재투자하려 하지만, 우선주 배당을 충당하고 보통주 배당을 유지하려면 임대 수익을 회복해야 합니다.

Gladstone Land (LAND) points clés du 10-Q du T2-25 :

  • Portefeuille : 150 fermes, 103 001 acres répartis sur 15 États ; la valeur comptable nette de l’immobilier a chuté à 1,13 Md$ (-2,4 % depuis le début de l’année) après la vente de sept fermes pour 64,5 M$ et l’enregistrement de gains agrégés de 15,7 M$.
  • Situation financière : Actifs totaux de 1,26 Md$ (-4,1 % depuis le début de l’année) ; dette (lignes de crédit, billets, obligations) réduite de 28,1 M$ à 496,4 M$, faisant baisser le ratio d’endettement à 46,8 %. La trésorerie a augmenté à 30,5 M$ (+12,2 M$) grâce aux produits de cession.
  • Performance T2 : Les revenus locatifs ont chuté de 42 % en glissement annuel à 12,3 M$, les actifs cédés et destinés à la vente ayant quitté le registre des loyers ; les charges d’exploitation sont restées stables à 12,5 M$. Les charges d’intérêts ont diminué de 10 % à 5,0 M$, mais la baisse des revenus a entraîné une perte nette GAAP de 7,9 M$ contre un bénéfice de 0,8 M$ l’an passé. Après dividendes préférentiels de 6,0 M$, la perte attribuable aux actionnaires ordinaires s’est creusée à 13,9 M$ (-0,38 $/action).
  • Vue semestrielle : Revenus en baisse de 30 % à 29,1 M$ ; bénéfice net de 7,2 M$ aidé par des gains de 13,3 M$, mais les actionnaires ordinaires ont subi une perte de 4,8 M$ (-0,13 $/action). Le flux de trésorerie opérationnel a chuté de 56 % à 8,4 M$.
  • Capital : Coût moyen pondéré de l’emprunt fixe à 3,8 % ; 55 306 acre-pieds d’actifs en eau évalués à 37,1 M$ ; coussin de fonds propres de 670,1 M$, mais les distributions cumulées dépassent désormais les bénéfices de 189,5 M$.

Perspectives : La direction vise à recycler le capital des actifs matures vers des fermes à rendement plus élevé, mais doit restaurer les revenus locatifs pour couvrir les dividendes préférentiels et maintenir les dividendes ordinaires.

Gladstone Land (LAND) Q2-25 10-Q Highlights:

  • Portfolio: 150 Farmen, 103.001 Acres in 15 Bundesstaaten; Buchwert der Immobilien sank auf 1,13 Mrd. USD (-2,4% seit Jahresbeginn) nach Verkauf von sieben Farmen für 64,5 Mio. USD und Verbuchung von kumulierten Gewinnen in Höhe von 15,7 Mio. USD.
  • Finanzlage: Gesamtvermögen 1,26 Mrd. USD (-4,1% YTD); Schulden (Kreditlinien, Anleihen, Bonds) um 28,1 Mio. USD auf 496,4 Mio. USD reduziert, wodurch die Verschuldungsquote auf 46,8% sank. Barmittel stiegen auf 30,5 Mio. USD (plus 12,2 Mio.) durch Verkaufserlöse.
  • Q2-Leistung: Mieteinnahmen sanken um 42% im Jahresvergleich auf 12,3 Mio. USD, da veräußerte und zum Verkauf stehende Vermögenswerte aus der Mietenliste fielen; Betriebskosten blieben mit 12,5 Mio. USD stabil. Zinsaufwand sank um 10% auf 5,0 Mio., doch der Umsatzrückgang führte zu einem GAAP-Nettogewinn von -7,9 Mio. USD gegenüber 0,8 Mio. USD im Vorjahr. Nach 6,0 Mio. USD Vorzugsdividenden erhöhte sich der auf Stammaktionäre entfallende Verlust auf 13,9 Mio. USD (-0,38 USD/Aktie).
  • 6-Monats-Bilanz: Umsatz um 30% auf 29,1 Mio. USD gesunken; Nettogewinn 7,2 Mio. USD unterstützt durch 13,3 Mio. USD Gewinne, jedoch verzeichneten Stammaktionäre einen Verlust von 4,8 Mio. USD (-0,13 USD/Aktie). Operativer Cashflow fiel um 56% auf 8,4 Mio. USD.
  • Kapital: Gewichtete durchschnittliche feste Kreditkosten 3,8%; 55.306 Acre-Fuß Wasserressourcen bewertet mit 37,1 Mio. USD; Eigenkapitalpuffer 670,1 Mio., aber kumulierte Ausschüttungen übersteigen Gewinne um 189,5 Mio.

Ausblick: Das Management plant, Kapital von reifen Vermögenswerten in höher rentierende Farmen umzuschichten, muss jedoch die Mieteinnahmen wiederherstellen, um Vorzugsdividenden zu decken und Stammdividenden aufrechtzuerhalten.

Positive
  • Debt reduced by $28.1 mm, lowering leverage and interest expense.
  • $64.5 mm asset sales produced $15.7 mm gains, bolstering cash to $30.5 mm.
  • Weighted-average fixed borrowing rate remains low at 3.8%, largely hedged.
  • Long-term water assets expanded to 55,306 acre-feet, enhancing strategic value.
Negative
  • Lease revenue fell 42% YoY, creating a quarterly net loss.
  • Loss attributable to common widened to $13.9 mm (-$0.38/sh).
  • Operating cash flow dropped 56%, below dividend requirements.
  • Cumulative distributions now exceed earnings by $189.5 mm—potential sustainability concern.

Insights

TL;DR: Revenue collapse from asset sales offsets debt cuts; equity dilution risk grows.

The quarter shows the double-edged nature of LAND’s capital-recycling strategy. Management harvested $64 mm from Florida and Nebraska exits at attractive cap-rates, trimming leverage and boosting cash. However, the lost rent created a 42% top-line hole that turned operating break-even into a $7.9 mm loss. Preferred dividends pushed the common into a deep deficit, raising questions about dividend coverage. Debt metrics improve—net debt/real estate now ~44% and fixed rates under 4%—but operating cash flow covers barely 70% of combined common and preferred payouts. Unless acquisitions redeploy proceeds rapidly at accretive spreads, 2025 earnings will stay under pressure.

TL;DR: Net asset value intact; income profile weakened—neutral price impact.

Book equity slipped only 2.5%, and farmland cap-rate marks remain conservative, so NAV support is solid. Debt pay-downs and interest swaps protect against rate volatility. Yet the sharp revenue drop signals that disposition pace outran reinvestment, exposing the stock to dividend cut speculation. From a total-return lens, recycling gains into higher-yield West Coast specialty crops could restore FFO, but timing risk is high. I view the filing as neutral: balance-sheet safer, earnings softer.

Gladstone Land (LAND) Q2-25 10-Q punti salienti:

  • Portafoglio: 150 fattorie, 103.001 acri in 15 stati; il valore netto contabile degli immobili è sceso a 1,13 miliardi di dollari (-2,4% da inizio anno) dopo la vendita di sette fattorie per 64,5 milioni di dollari e la registrazione di guadagni aggregati di 15,7 milioni di dollari.
  • Posizione finanziaria: Attivi totali 1,26 miliardi di dollari (-4,1% da inizio anno); debito (linee di credito, note, obbligazioni) ridotto di 28,1 milioni a 496,4 milioni, portando il rapporto passività a 46,8%. La liquidità è salita a 30,5 milioni di dollari (più 12,2 milioni) grazie ai proventi delle vendite.
  • Performance Q2: Ricavi da locazioni crollati del 42% su base annua a 12,3 milioni di dollari a causa dell’uscita dal portafoglio di immobili venduti o in vendita; spese operative stabili a 12,5 milioni. Spese per interessi diminuite del 10% a 5,0 milioni, ma il calo dei ricavi ha generato una perdita netta GAAP di 7,9 milioni contro un utile di 0,8 milioni dell’anno precedente. Dopo dividendi preferenziali per 6,0 milioni, la perdita attribuibile agli azionisti comuni si è ampliata a 13,9 milioni (-0,38$ per azione).
  • Vista semestrale: Ricavi in calo del 30% a 29,1 milioni; utile netto di 7,2 milioni sostenuto da guadagni per 13,3 milioni, ma gli azionisti comuni hanno subito una perdita di 4,8 milioni (-0,13$ per azione). Flusso di cassa operativo in calo del 56% a 8,4 milioni.
  • Capitale: Costo medio ponderato del debito fisso 3,8%; 55.306 acri-piedi di risorse idriche valutati a 37,1 milioni; patrimonio netto a 670,1 milioni, ma le distribuzioni cumulative superano ora gli utili di 189,5 milioni.

Prospettive: La direzione punta a riciclare il capitale da asset maturi verso fattorie con rendimenti più elevati, ma deve ripristinare i ricavi da affitti per coprire i dividendi preferenziali e sostenere quelli comuni.

Gladstone Land (LAND) Q2-25 10-Q aspectos destacados:

  • Cartera: 150 granjas, 103,001 acres en 15 estados; el valor neto contable de los bienes raíces cayó a 1,13 mil millones de dólares (-2,4% en lo que va del año) tras vender siete granjas por 64,5 millones y registrar ganancias agregadas de 15,7 millones.
  • Posición financiera: Activos totales 1,26 mil millones (-4,1% en lo que va del año); deuda (líneas, notas, bonos) reducida en 28,1 millones a 496,4 millones, bajando la proporción de pasivos al 46,8%. El efectivo aumentó a 30,5 millones (subió 12,2 millones) por los ingresos de ventas.
  • Desempeño Q2: Ingresos por arrendamientos cayeron 42% interanual a 12,3 millones debido a la salida de activos vendidos y en venta; gastos operativos se mantuvieron en 12,5 millones. Gastos por intereses bajaron 10% a 5,0 millones, pero la caída en ingresos causó una pérdida GAAP neta de 7,9 millones frente a 0,8 millones del año anterior. Tras 6,0 millones en dividendos preferentes, la pérdida atribuible a acciones comunes se amplió a 13,9 millones (-0,38$ por acción).
  • Vista semestral: Ingresos bajaron 30% a 29,1 millones; ingreso neto de 7,2 millones impulsado por ganancias de 13,3 millones, pero los accionistas comunes registraron una pérdida de 4,8 millones (-0,13$ por acción). Flujo de caja operativo cayó 56% a 8,4 millones.
  • Capital: Costo promedio ponderado de deuda fija 3,8%; 55,306 acre-pies de activos hídricos valorados en 37,1 millones; colchón patrimonial de 670,1 millones, pero las distribuciones acumuladas superan las ganancias en 189,5 millones.

Perspectivas: La gerencia apunta a reciclar capital de activos maduros hacia granjas con mayor rendimiento, pero debe restaurar los ingresos por rentas para cubrir los dividendos preferentes y mantener los comunes.

Gladstone Land (LAND) 2025년 2분기 10-Q 주요 내용:

  • 포트폴리오: 15개 주에 걸쳐 150개 농장, 103,001에이커; 부동산 순장부가치는 7개 농장 매각으로 6,450만 달러를 확보하고 총 1,570만 달러의 이익을 기록하며 연초 대비 2.4% 감소한 11억 3천만 달러로 하락.
  • 재무 상태: 총 자산 12억 6천만 달러(-4.1% YTD); 부채(라인, 노트, 채권)는 2,810만 달러 줄어든 4억 9,640만 달러로 부채 비율 46.8%로 하락. 매각 수익으로 현금은 3,050만 달러로 1,220만 달러 증가.
  • 2분기 실적: 임대 수익은 매각 및 매각 대기 자산이 임대 목록에서 제외되며 전년 동기 대비 42% 감소한 1,230만 달러 기록; 영업비용은 1,250만 달러로 유지. 이자 비용은 10% 감소한 500만 달러지만, 수익 감소로 GAAP 순손실 790만 달러 발생(전년 동기 80만 달러 이익). 우선주 배당금 600만 달러 차감 후 보통주 귀속 손실은 1,390만 달러(-주당 0.38달러)로 확대.
  • 6개월 실적: 수익 30% 감소한 2,910만 달러; 1,330만 달러 이익 덕분에 순이익 720만 달러 기록, 그러나 보통주주 손실은 480만 달러(-주당 0.13달러). 영업현금흐름은 56% 감소한 840만 달러.
  • 자본: 가중평균 고정 차입 비용 3.8%; 55,306 에이커피트의 수자원 자산은 3,710만 달러로 평가; 자본 완충액 6억 7,010만 달러지만 누적 배당금이 이익을 1억 8,950만 달러 초과.

전망: 경영진은 성숙 자산에서 수익률이 높은 농장으로 자본을 재투자하려 하지만, 우선주 배당을 충당하고 보통주 배당을 유지하려면 임대 수익을 회복해야 합니다.

Gladstone Land (LAND) points clés du 10-Q du T2-25 :

  • Portefeuille : 150 fermes, 103 001 acres répartis sur 15 États ; la valeur comptable nette de l’immobilier a chuté à 1,13 Md$ (-2,4 % depuis le début de l’année) après la vente de sept fermes pour 64,5 M$ et l’enregistrement de gains agrégés de 15,7 M$.
  • Situation financière : Actifs totaux de 1,26 Md$ (-4,1 % depuis le début de l’année) ; dette (lignes de crédit, billets, obligations) réduite de 28,1 M$ à 496,4 M$, faisant baisser le ratio d’endettement à 46,8 %. La trésorerie a augmenté à 30,5 M$ (+12,2 M$) grâce aux produits de cession.
  • Performance T2 : Les revenus locatifs ont chuté de 42 % en glissement annuel à 12,3 M$, les actifs cédés et destinés à la vente ayant quitté le registre des loyers ; les charges d’exploitation sont restées stables à 12,5 M$. Les charges d’intérêts ont diminué de 10 % à 5,0 M$, mais la baisse des revenus a entraîné une perte nette GAAP de 7,9 M$ contre un bénéfice de 0,8 M$ l’an passé. Après dividendes préférentiels de 6,0 M$, la perte attribuable aux actionnaires ordinaires s’est creusée à 13,9 M$ (-0,38 $/action).
  • Vue semestrielle : Revenus en baisse de 30 % à 29,1 M$ ; bénéfice net de 7,2 M$ aidé par des gains de 13,3 M$, mais les actionnaires ordinaires ont subi une perte de 4,8 M$ (-0,13 $/action). Le flux de trésorerie opérationnel a chuté de 56 % à 8,4 M$.
  • Capital : Coût moyen pondéré de l’emprunt fixe à 3,8 % ; 55 306 acre-pieds d’actifs en eau évalués à 37,1 M$ ; coussin de fonds propres de 670,1 M$, mais les distributions cumulées dépassent désormais les bénéfices de 189,5 M$.

Perspectives : La direction vise à recycler le capital des actifs matures vers des fermes à rendement plus élevé, mais doit restaurer les revenus locatifs pour couvrir les dividendes préférentiels et maintenir les dividendes ordinaires.

Gladstone Land (LAND) Q2-25 10-Q Highlights:

  • Portfolio: 150 Farmen, 103.001 Acres in 15 Bundesstaaten; Buchwert der Immobilien sank auf 1,13 Mrd. USD (-2,4% seit Jahresbeginn) nach Verkauf von sieben Farmen für 64,5 Mio. USD und Verbuchung von kumulierten Gewinnen in Höhe von 15,7 Mio. USD.
  • Finanzlage: Gesamtvermögen 1,26 Mrd. USD (-4,1% YTD); Schulden (Kreditlinien, Anleihen, Bonds) um 28,1 Mio. USD auf 496,4 Mio. USD reduziert, wodurch die Verschuldungsquote auf 46,8% sank. Barmittel stiegen auf 30,5 Mio. USD (plus 12,2 Mio.) durch Verkaufserlöse.
  • Q2-Leistung: Mieteinnahmen sanken um 42% im Jahresvergleich auf 12,3 Mio. USD, da veräußerte und zum Verkauf stehende Vermögenswerte aus der Mietenliste fielen; Betriebskosten blieben mit 12,5 Mio. USD stabil. Zinsaufwand sank um 10% auf 5,0 Mio., doch der Umsatzrückgang führte zu einem GAAP-Nettogewinn von -7,9 Mio. USD gegenüber 0,8 Mio. USD im Vorjahr. Nach 6,0 Mio. USD Vorzugsdividenden erhöhte sich der auf Stammaktionäre entfallende Verlust auf 13,9 Mio. USD (-0,38 USD/Aktie).
  • 6-Monats-Bilanz: Umsatz um 30% auf 29,1 Mio. USD gesunken; Nettogewinn 7,2 Mio. USD unterstützt durch 13,3 Mio. USD Gewinne, jedoch verzeichneten Stammaktionäre einen Verlust von 4,8 Mio. USD (-0,13 USD/Aktie). Operativer Cashflow fiel um 56% auf 8,4 Mio. USD.
  • Kapital: Gewichtete durchschnittliche feste Kreditkosten 3,8%; 55.306 Acre-Fuß Wasserressourcen bewertet mit 37,1 Mio. USD; Eigenkapitalpuffer 670,1 Mio., aber kumulierte Ausschüttungen übersteigen Gewinne um 189,5 Mio.

Ausblick: Das Management plant, Kapital von reifen Vermögenswerten in höher rentierende Farmen umzuschichten, muss jedoch die Mieteinnahmen wiederherstellen, um Vorzugsdividenden zu decken und Stammdividenden aufrechtzuerhalten.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38005

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

1311
(Primary Standard Industrial
Classification Code Number)

47-5505475
(I.R.S. Employer
Identification No.)

777 Taylor Street, Suite 810

Fort Worth, Texas 76102

(817) 945-9700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

Title of each class:

Trading symbol(s)

Name of exchange on which registered:

Common Units Representing Limited Partner Interests

KRP

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

As of August 1, 2025, the registrant had outstanding 93,396,488 common units representing limited partner interests and 14,491,540 Class B units representing limited partner interests.

KIMBELL ROYALTY PARTNERS, LP

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited):

1

Consolidated Balance Sheets

1

Consolidated Statements of Operations

2

Consolidated Statements of Changes in Unitholders’ Equity

3

Consolidated Statements of Cash Flows

5

Notes to Consolidated Financial Statements

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

34

Item 4. Controls and Procedures

35

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

35

Item 1A. Risk Factors

35

Item 5. Other Information

35

Item 6. Exhibits

36

Signatures

37

i

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30, 

December 31, 

2025

2024

(In thousands, except unit amounts)

ASSETS

Current assets

Cash and cash equivalents

$

34,524

$

34,168

Oil, natural gas and NGL receivables

47,989

45,924

Derivative assets

3,773

2,404

Accounts receivable and other current assets

1,963

2,771

Total current assets

88,249

85,267

Property and equipment, net

557

267

Oil and natural gas properties

Oil and natural gas properties, using full cost method of accounting ($203,608 and $115,200 excluded from depletion at June 30, 2025 and December 31, 2024, respectively)

2,271,464

2,048,712

Less: accumulated depreciation, depletion and impairment

(1,085,279)

(1,023,890)

Total oil and natural gas properties, net

1,186,185

1,024,822

Right-of-use assets, net

4,783

3,730

Derivative assets

267

566

Loan origination costs, net

4,895

5,263

Total assets

$

1,284,936

$

1,119,915

LIABILITIES, MEZZANINE EQUITY AND UNITHOLDERS' EQUITY

Current liabilities

Accounts payable

$

3,093

$

6,505

Other current liabilities

13,092

5,986

Derivative liabilities

255

Total current liabilities

16,185

12,746

Operating lease liabilities, excluding current portion

4,573

3,562

Derivative liabilities

669

879

Long-term debt

462,096

239,160

Other liabilities

10

73

Total liabilities

483,533

256,420

Commitments and contingencies (Note 16)

Mezzanine equity:

Series A preferred units (162,500 and 325,000 units issued and outstanding as of June 30, 2025 and December 31, 2024)

158,395

316,002

Kimbell Royalty Partners, LP unitholders' equity:

Common units (93,396,488 units and 80,969,651 units issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)

555,914

463,496

Class B units (14,491,540 units and 14,524,120 units issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)

724

726

Total Kimbell Royalty Partners, LP unitholders' equity

556,638

464,222

Non-controlling interest in OpCo

86,370

83,271

Total unitholders' equity

643,008

547,493

Total liabilities, mezzanine equity and unitholders' equity

$

1,284,936

$

1,119,915

The accompanying notes are an integral part of these consolidated financial statements.

1

Table of Contents

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

2024

2025

2024

(In thousands, except per unit data)

Revenue

Oil, natural gas and NGL revenues

$

74,695

$

76,959

$

164,646

$

164,458

Lease bonus and other income

2,514

660

2,825

1,099

Gain (loss) on commodity derivative instruments, net

9,339

(1,046)

3,286

(6,750)

Total revenues

86,548

76,573

170,757

158,807

Costs and expenses

Production and ad valorem taxes

5,715

5,577

11,090

12,109

Depreciation and depletion expense

30,458

33,024

61,576

71,191

Impairment of oil and natural gas properties

5,963

Marketing and other deductions

3,016

3,828

7,518

8,391

General and administrative expense

9,573

10,252

19,210

19,700

Total costs and expenses

48,762

52,681

99,394

117,354

Operating income

37,786

23,892

71,363

41,453

Other expense

Interest expense

(8,947)

(6,946)

(15,569)

(14,247)

Other expense

(12)

Net income before income taxes

28,839

16,946

55,782

27,206

Income tax expense

2,167

1,759

3,257

2,682

Net income

26,672

15,187

52,525

24,524

Distribution and accretion on Series A preferred units

(24,337)

(5,243)

(29,540)

(10,499)

Net income and distributions and accretion on Series A preferred units attributable to non-controlling interests

(314)

(1,513)

(3,088)

(2,404)

Distribution to Class B unitholders

(14)

(21)

(28)

(42)

Net income attributable to common units of Kimbell Royalty Partners, LP

$

2,007

$

8,410

$

19,869

$

11,579

Net income per unit attributable to common units of Kimbell Royalty Partners, LP

Basic

$

0.02

$

0.11

$

0.22

$

0.16

Diluted

$

0.02

$

0.11

$

0.22

$

0.16

Weighted average number of common units outstanding

Basic

91,170

74,835

90,430

73,473

Diluted

122,924

116,594

125,277

116,396

The accompanying notes are an integral part of these consolidated financial statements.

2

Table of Contents

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY

(Unaudited)

Six Months Ended June 30, 2025

Non-controlling

   

Common Units

   

Amount

   

Class B Units

   

Amount

Interest
in OpCo

Total

(In thousands)

Balance at January 1, 2025

80,970

$

463,496

14,524

$

726

$

83,271

$

547,493

Common units issued for equity offering

11,500

163,575

163,575

Unit-based compensation

1,213

3,861

3,861

Restricted units repurchased for tax withholding

(315)

(5,081)

(5,081)

Conversion of Class B units to common units

32

187

(32)

(2)

(187)

(2)

Forfeiture of restricted units

(4)

(57)

(57)

Distributions to unitholders

(37,359)

(5,796)

(43,155)

Distribution and accretion on Series A preferred units

(4,504)

(699)

(5,203)

Distribution to Class B unitholders

(14)

(14)

Change in ownership of consolidated subsidiaries, net

(12,253)

12,253

Net income

22,380

3,473

25,853

Balance at March 31, 2025

93,396

594,231

14,492

724

92,315

687,270

Unit-based compensation

4,124

4,124

Distributions to unitholders

(43,896)

(6,811)

(50,707)

Distribution and accretion on Series A preferred units

(21,068)

(3,269)

(24,337)

Distribution to Class B unitholders

(14)

(14)

Change in ownership of consolidated subsidiaries, net

(552)

552

Net income

23,089

3,583

26,672

Balance at June 30, 2025

93,396

$

555,914

14,492

$

724

$

86,370

$

643,008

3

Table of Contents

KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY — (Continued)

(Unaudited)

Six Months Ended June 30, 2024

Non-controlling

   

Common Units

   

Amount

   

Class B Units

   

Amount

Interest
in OpCo

Total

(In thousands)

Balance at January 1, 2024

73,851

$

555,809

20,847

$

1,042

$

157,192

$

714,043

Restricted units repurchased for tax withholding

(292)

(4,914)

(4,914)

Unit-based compensation

1,088

3,684

3,684

Distributions to unitholders

(32,098)

(9,463)

(41,561)

Distribution and accretion on Series A preferred units

(4,109)

(1,147)

(5,256)

Distribution to Class B unitholders

(21)

(21)

Change in ownership of consolidated subsidiaries, net

1,192

(1,192)

Net income

7,299

2,038

9,337

Balance at March 31, 2024

74,647

526,842

20,847

1,042

147,428

675,312

Conversion of Class B units to common units

6,323

44,716

(6,323)

(316)

(44,716)

(316)

Unit-based compensation

5,109

5,109

Distributions to unitholders

(36,577)

(10,216)

(46,793)

Distribution and accretion on Series A preferred units

(4,446)

(797)

(5,243)

Distribution to Class B unitholders

(21)

(21)

Change in ownership of consolidated subsidiaries, net

(3,824)

3,824

Net income

12,877

2,310

15,187

Balance at June 30, 2024

80,970

$

544,676

14,524

$

726

$

97,833

$

643,235

The accompanying notes are an integral part of these consolidated financial statements.

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KIMBELL ROYALTY PARTNERS, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30, 

2025

   

2024

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

52,525

$

24,524

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and depletion expense

61,576

71,191

Impairment of oil and natural gas properties

5,963

Amortization of right-of-use assets

171

173

Amortization of loan origination costs

1,113

1,060

Unit-based compensation

7,985

8,793

Forfeiture of restricted units

(57)

(Gain) loss on derivative instruments, net of settlements

(1,535)

12,534

Changes in operating assets and liabilities:

Oil, natural gas and NGL receivables

(2,065)

5,802

Accounts receivable and other current assets

809

(689)

Accounts payable

(941)

(40)

Other current liabilities

7,034

2,804

Operating lease liabilities

(141)

(186)

Net cash provided by operating activities

126,474

131,929

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(552)

(109)

Proceeds from sale of property and equipment

13

Purchase of oil and natural gas properties

(222,752)

(22)

Net cash used in investing activities

(223,291)

(131)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from equity offering, net of issuance costs

163,575

Redemption of Class B contributions on converted units

(2)

(317)

Redemption of Series A preferred units

(179,908)

Distribution to common unitholders

(81,255)

(68,675)

Distribution to OpCo unitholders

(12,607)

(19,679)

Distribution to Series A preferred unitholders

(9,710)

(9,763)

Distribution to Class B unitholders

(28)

(42)

Borrowings on long-term debt

254,136

4,960

Repayments on long-term debt

(31,200)

(33,400)

Payment of loan origination costs

(747)

(16)

Restricted units repurchased for tax withholding

(5,081)

(4,914)

Net cash provided by (used in) financing activities

97,173

(131,846)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

356

(48)

CASH AND CASH EQUIVALENTS, beginning of period

34,168

30,993

CASH AND CASH EQUIVALENTS, end of period

$

34,524

$

30,945

Supplemental cash flow information:

Cash paid for interest

$

11,391

$

13,325

Cash paid for taxes

$

219

$

Non-cash investing and financing activities:

Deemed distribution to Series A preferred units

$

673

$

789

Distribution on Series A preferred units in accounts payable

$

2,431

$

4,848

Recognition of tenant improvement asset

$

63

$

63

Right-of-use assets obtained in exchange for operating lease liabilities

$

1,224

$

The accompanying notes are an integral part of these consolidated financial statements.

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KIMBELL ROYALTY PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” the “Partnership,” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” or “OpCo” refer to Kimbell Royalty Operating, LLC. References to the “General Partner” refer to Kimbell Royalty GP, LLC. References to “Kimbell Operating” refer to Kimbell Operating Company, LLC, a wholly owned subsidiary of the General Partner. References to the “Sponsors” refer to affiliates of the Partnership’s founders, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of the Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to the Partnership.

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Organization

Kimbell Royalty Partners, LP is a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. The Partnership has elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, the Partnership is entitled to a portion of the revenues received from the production of oil, natural gas and associated natural gas liquids (“NGL”) from the acreage underlying its interests, net of post-production expenses and taxes. The Partnership is not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. The Partnership’s primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, its Sponsors and the Contributing Parties, and from organic growth through the continued development by working interest owners of the properties in which it owns an interest.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). As a result, the accompanying unaudited interim consolidated financial statements do not include all disclosures required for complete annual financial statements prepared in conformity with GAAP. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which contains a summary of the Partnership’s significant accounting policies and other disclosures. In the opinion of management of the General Partner, the unaudited interim consolidated financial statements contain all adjustments necessary to fairly present the financial position and results of operations for the interim periods in accordance with GAAP and all adjustments are of a normal recurring nature. The accompanying unaudited interim consolidated financial statements include the accounts of the Partnership and its consolidated subsidiaries. All material intercompany balances and transactions are eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates.

Segment Reporting

The Partnership has one business activity as the owner of mineral and royalty interests and operates in a single operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to

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allocate resources and assess performance. The segment participates in activities and derives revenue as described in the organization section on a consolidated basis. The Partnership’s CODM is our Chief Operating Officer.

The CODM assesses performance for the segment and decides how to allocate resources based on net income presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance as presented on the consolidated statement of operations. The CODM uses this measure in the annual budgeting and monthly forecasting process and to evaluate income generated from segment assets to distribute cash to unitholders and deciding whether to reinvest profits for new or existing mineral and royalty interest through acquisitions or organic growth. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

Significant segment expenses of the Partnership include production and ad valorem taxes, depreciation and depletion expense, impairment of oil and natural gas properties, marketing and other deductions, general and administrative expense and interest expense. Other segment items included in net income are income tax expenses and other income (expense) line items. All significant segment expenses and other segment items are presented individually in the consolidated statements of operations.

Global Conflicts and Uncertainties

In February 2022, Russia invaded Ukraine and is still engaged in active armed conflict against the country. In October 2023, armed active conflict escalated in the Middle East between Israel and Hamas and is still active. In April 2024, Iran launched an attack on Israel, further escalating the regional conflict in the Middle East. In January 2025, Israel and Hamas agreed to a ceasefire deal, however, the ceasefire has not held and the conflict has continued. These conflicts and the sanctions imposed in response have led to regional instability and caused dramatic fluctuations in global financial markets and have increased the level of global economic and political uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has increased volatility in commodity prices. To date, the Partnership has not experienced a material impact to operations or the consolidated financial statements as a result of these conflicts; however, the Partnership will continue to monitor for events that could materially impact them.

President Trump has executed several executive orders, some of which impact the oil and gas industry, and he and others in Congress have indicated the potential for further changes to regulations, many of which could impact the oil and gas industry, as well as the implementation of tariffs on foreign goods and services. It is uncertain at this time to what extent such changes in regulations and tariffs will impact our business. Tariffs on foreign goods and services could result in other countries instituting tariffs on U.S. goods and services, which could impact the demand for and price of commodities, increase the price of supplies and raw materials that we rely on, and could impact interest rates. A changing regulatory environment and domestic or foreign tariffs could ultimately impact our operations and expenses.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

For a description of the Partnership’s significant accounting policies, see Note 2 of the consolidated financial statements included in the Partnership’s 2024 Form 10-K. There have been no substantial changes in such policies or the application of such policies during the three and six months ended June 30, 2025.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.

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In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).” The amendments in this update apply to all public business entities. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Partnership is currently evaluating the impact of the adoption of this update but does not believe it will have a material impact on its financial position, results of operations or liquidity.

NOTE 3—REVENUE FROM CONTRACTS WITH CUSTOMERS

The Partnership has the right to receive revenues from oil, natural gas and NGL sales obtained by the operator of the wells in which the Partnership owns a mineral or royalty interest. Revenue is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Partnership’s contracts are tied to a market index.

The Partnership’s oil, natural gas and NGL sales contracts are generally structured whereby the producer of the properties in which the Partnership owns a mineral or royalty interest sells the Partnership’s proportionate share of oil, natural gas and NGL production to the purchaser and the Partnership collects its percentage royalty based on the revenue generated by the sale of the oil, natural gas and NGL. In this scenario, the Partnership recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Partnership’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.

The following table disaggregates the Partnership’s oil, natural gas and NGL revenues for the following periods:

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

    

2024

2025

    

2024

(In thousands)

Oil revenue

$

48,827

$

53,405

$

100,762

$

115,033

Natural gas revenue

15,293

14,071

40,931

28,625

NGL revenue

10,575

9,483

22,953

20,800

Total Oil, natural gas and NGL revenues

$

74,695

$

76,959

$

164,646

$

164,458

NOTE 4ACQUISITIONS

Acquisitions

On January 17, 2025, the Partnership completed the acquisition of mineral and royalty interests from Boren Minerals (the “Boren Acquisition”) in a transaction valued at approximately $230.4 million, including transaction costs and certain customary post-closing adjustments. The Partnership funded the cash consideration of the purchase price with borrowings under its secured revolving credit facility and net proceeds from the 2025 Equity Offering (as defined in Note 11). The oil and gas properties acquired are located under the Mabee Ranch in the Midland Basin in Texas. The Boren Acquisition was accounted for as an asset acquisition and the allocation of the purchase price was $94.9 million to proved developed properties and $127.8 million to unevaluated properties.

NOTE 5DERIVATIVES

Commodity Derivatives

The Partnership’s ongoing operations expose it to changes in the market price for oil and natural gas. To mitigate the inherent commodity price risk associated with its operations, the Partnership uses oil and natural gas commodity derivative financial instruments. From time to time, such instruments may include variable-to-fixed-price swaps, costless collars, fixed-price contracts and other contractual arrangements. The Partnership enters into oil and natural gas derivative contracts that contain netting arrangements with each counterparty.

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As of June 30, 2025, the Partnership’s commodity derivative contracts consisted of fixed price swaps, under which the Partnership receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.

The Partnership’s oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and its natural gas fixed price swap transactions are settled based upon the last scheduled trading day of the first nearby month futures contract corresponding to the relevant contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month. Changes in the fair values of the Partnership’s commodity derivative instruments are recognized as gains or losses in the current period and are presented on a net basis within revenue in the accompanying unaudited interim consolidated statements of operations.

The Partnership has not designated any of its derivative contracts as hedges for accounting purposes. Changes in the fair value consisted of the following:

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

2024

2025

2024

(In thousands)

Beginning fair value of derivative instruments

$

(5,154)

$

5,309

$

1,836

$

14,047

Gain (loss) on commodity derivative instruments, net

9,339

(1,046)

3,286

(6,750)

Net cash received on settlements of derivative instruments

(814)

(2,750)

(1,751)

(5,784)

Ending fair value of derivative instruments

$

3,371

$

1,513

$

3,371

$

1,513

The following table presents the fair value of the Partnership’s derivative contracts for the periods indicated:

June 30, 

December 31, 

Classification

Balance Sheet Location

2025

2024

(In thousands)

Assets:

Current assets

Derivative assets

$

3,773

$

2,404

Long-term assets

Derivative assets

267

566

Liabilities:

Current liabilities

Derivative liabilities

(255)

Long-term liabilities

Derivative liabilities

(669)

(879)

$

3,371

$

1,836

As of June 30, 2025, the Partnership’s open commodity derivative contracts consisted of the following:

Oil Price Swaps

Notional

Weighted Average

Range (per Bbl)

Volumes (Bbl)

Fixed Price (per Bbl)

Low

High

July 2025 - December 2025

282,440

$

71.12

$

68.26

$

74.20

January 2026 - December 2026

595,680

$

67.75

$

63.33

$

70.78

January 2027 - June 2027

304,623

$

62.65

$

61.57

$

63.75

Natural Gas Price Swaps

Notional

Weighted Average

Range (per MMBtu)

Volumes (MMBtu)

Fixed Price (per MMBtu)

Low

High

July 2025 - December 2025

2,553,644

$

3.71

$

3.68

$

3.74

January 2026 - December 2026

5,256,000

$

3.69

$

3.33

$

4.07

January 2027 - June 2027

2,658,528

$

3.96

$

3.47

$

4.46

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NOTE 6—FAIR VALUE MEASUREMENTS

The Partnership measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below. The carrying values of cash, oil, natural gas and NGL receivables, accounts receivable and other current assets and current and long-term liabilities included in the unaudited interim consolidated balance sheets approximated fair value as of June 30, 2025 and December 31, 2024 due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. As a result, these financial assets and liabilities are not discussed below.

Level 1— Unadjusted quoted market prices for identical assets or liabilities in active markets.
Level 2—Quoted prices for similar assets or liabilities in non-active markets, or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3—Measurement based on prices or valuations models that require inputs that are both unobservable and significant to the fair value measurement (including the Partnership’s own assumptions in determining fair value).

Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Partnership recognizes transfers between fair value hierarchy levels as of the end of the reporting period in which the event or change in circumstances causing the transfer occurred. The Partnership did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements during the three and six months ended June 30, 2025 and 2024.

The Partnership’s commodity derivative instruments are classified within Level 2. The fair values of the Partnership’s oil and natural gas fixed price swaps are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, volatility factors and discount rates, or can be corroborated from active markets.

The following tables summarize the Partnership’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy:

Fair Value Measurements Using

Level 1

Level 2

Level 3

Effect of
Counterparty Netting

Total

(In thousands)

June 30, 2025

Assets

Commodity derivative contracts

$

$

6,917

$

$

(2,877)

$

4,040

Liabilities

Commodity derivative contracts

$

$

(3,546)

$

$

2,877

$

(669)

December 31, 2024

Assets

Commodity derivative contracts

$

$

4,476

$

$

(1,506)

$

2,970

Liabilities

Commodity derivative contracts

$

$

(2,640)

$

$

1,506

$

(1,134)

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NOTE 7—OIL AND NATURAL GAS PROPERTIES

Oil and natural gas properties consist of the following:

    

June 30, 

December 31, 

2025

2024

(In thousands)

Oil and natural gas properties

Proved properties

$

2,067,856

$

1,933,512

Unevaluated properties

203,608

115,200

Less: accumulated depreciation, depletion and impairment

(1,085,279)

(1,023,890)

Total oil and natural gas properties

$

1,186,185

$

1,024,822

Costs not subject to depletion

Incurred in 2025

$

120,791

Incurred in 2024

Incurred in 2023

82,817

Prior

Total costs not subject to depletion

$

203,608

The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. Unevaluated properties are assessed on a periodic basis for possible impairment based on the following factors, among others: economic and market conditions, operators’ intent to drill, remaining lease term, geological and geophysical evaluations, operators’ drilling results and activity, the assignment of proved reserves and the economic viability of operator development if proved reserves are assigned. Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved developed reserves is able to be made. During any period in which these factors indicate an impairment, all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization and to the full-cost ceiling test.

The Partnership did not record an impairment on its oil and natural gas properties for the three and six months ended June 30, 2025. As a result of its full cost ceiling analysis, the Partnership recorded an impairment on its oil and natural gas properties of $6.0 million during the six months ended June 30, 2024.

Depletion expense for the three months ended June 30, 2025 and 2024 was $30.4 million and $32.9 million, respectively and the average depletion rate per barrel was $13.16 and $15.01, respectively. Depletion expense for the six months ended June 30, 2025 and 2024 was $61.4 million and $71.0 million, respectively and the average depletion rate per barrel was $13.34 and $15.13, respectively.

NOTE 8—LEASES

The Partnership is the lessee on a lease of administrative office space used for its operations. On December 26, 2024, the Partnership modified its existing operating leases associated with its main office used for operations. The lease commenced in February 2025, expanding the current office space and extending the lease term to 2035, with the exclusive right and option to renew and extend the lease at the expiration of the primary term. The Partnership does not have any material lessor arrangements. Substantially all the Partnership’s leases are long-term operating leases with fixed payment terms and will terminate in February 2035. The Partnership’s right-of-use (“ROU”) operating lease assets represent its right to use an underlying asset for the lease term, and its operating lease liabilities represent its obligation to make lease payments. ROU operating lease assets and operating lease liabilities are included in the accompanying unaudited interim consolidated balance sheets. Short-term operating lease liabilities are included in other current liabilities. The weighted average remaining lease term as of June 30, 2025 is 9.59 years.

Both the ROU operating lease assets and liabilities are recognized at the present value of the remaining lease payments over the lease term and do not include lease incentives. The Partnership’s leases do not provide an implicit rate that can readily be determined; therefore, the Partnership used a discount rate based on its incremental borrowing rate,

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which is determined by the information available in the secured revolving credit facility. The incremental borrowing rate reflects the estimated rate of interest that the Partnership would pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The weighted average discount rate used for the operating leases was 7.51% for the six months ended June 30, 2025.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense in the accompanying unaudited interim consolidated statements of operations for the three and six months ended June 30, 2025 and 2024. The total operating lease expense recorded for the three months June 30, 2025 and 2024 was $0.2 million and $0.1 million, respectively, and $0.4 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.

Future minimum lease commitments as of June 30, 2025 were as follows:

Total

2025

2026

2027

2028

2029

Thereafter

(In thousands)

Operating leases

$

6,906

$

324

$

658

$

668

$

682

$

702

$

3,872

Less: Imputed Interest

 

(2,031)

 

Total

$

4,875

 

NOTE 9—LONG-TERM DEBT

On June 13, 2023, the Partnership entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated the Partnership’s existing Credit Agreement, dated as of January 11, 2017 (as amended on July 12, 2018, December 8, 2020, June 7, 2022 and December 15, 2022). The A&R Credit Agreement provides for, among other things, (i) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $750.0 million with an initial borrowing base of $400.0 million and an initial aggregate elected commitments amount of up to $400.0 million, including a sub-facility for the issuance of letters of credit of up to $10.0 million and (ii) an extension of the maturity date of the A&R Credit Agreement to June 7, 2027.

On May 1, 2025, in connection with the recent redetermination, the Partnership entered into Amendment No. 3 (the “Third Amendment”) to the A&R Credit Agreement. The amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $550.0 million to $625.0 million.

The A&R Credit Agreement requires the Partnership to maintain as of the last day of each fiscal quarter: (i) a Debt to EBITDAX Ratio (as defined in the A&R Credit Agreement) of not more than 3.5 to 1.0 and (ii) a ratio of current assets to current liabilities of not less than 1.0 to 1.0.

The A&R Credit Agreement also contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, entry into certain derivatives contracts, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments and other customary covenants. These covenants are subject to a number of limitations and exceptions.

Additionally, the A&R Credit Agreement contains customary events of default and remedies for credit facilities of this nature. If the Partnership does not comply with the financial and other covenants in the A&R Credit Agreement, the Lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the A&R Credit Agreement and any outstanding unfunded commitments may be terminated.

During the six months ended June 30 2025, the Partnership borrowed an additional $254.1 million under the secured revolving credit facility and repaid approximately $31.2 million of the outstanding borrowings. As of June 30, 2025, the Partnership’s outstanding balance was $462.1 million. The Partnership was in compliance with all covenants included in the secured revolving credit facility as of June 30, 2025.

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As of June 30, 2025, borrowings under the secured revolving credit facility bore interest at SOFR plus a margin of 3.25% or the ABR (as defined in the Amended Credit Agreement) plus a margin of 2.25%. For the three and six months ended June 30, 2025, the weighted average interest rate on the Partnership’s outstanding borrowings was 7.75% and 7.72%, respectively.

NOTE 10—PREFERRED UNITS

On May 7, 2025, the Partnership completed the redemption of 162,500 Series A preferred units, representing 50% of the then-outstanding Series A preferred units. The Series A preferred units were redeemed at a price of $1,121.92 per Series A preferred unit for an aggregate redemption price of $182.3 million. As the consideration transferred by the Partnership to redeem the Series A preferred units was greater than the carrying value of the Series A preferred units as of the redemption date, a deemed dividend distribution of $24.0 million was recognized in unitholders’ equity and non-controlling interest during the six months ended June 30, 2025.

The Series A preferred units are classified as mezzanine equity on the consolidated balance sheets due to certain redemption provisions being outside of the Partnership’s control. The Partnership has elected to accrete changes in the redemption value of the Series A preferred units over the period from the date of issuance to the earliest redemption date. The Series A preferred units were estimated to be redeemable at a price of $1,116.00 per Series A preferred unit as of June 30, 2025, equal to 112% of par value.

The Series A preferred units had a carrying value of $158.4 million, including accrued distributions of $2.4 million, as of June 30, 2025, and a carrying value of $316.0 million, including accrued distributions of $4.9 million, as of December 31, 2024.

NOTE 11—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS

The Partnership has issued units representing limited partner interests. As of June 30, 2025, the Partnership had a total of 93,396,488 common units issued and outstanding and 14,491,540 Class B units issued and outstanding.

On January 9, 2025, the Partnership completed an underwritten public offering of 11,500,000 common units for net proceeds of approximately $163.6 million (the “2025 Equity Offering”). The Partnership used the net proceeds from the 2025 Equity Offering to purchase OpCo common units. The Operating Company ultimately used the net proceeds of the 2025 Equity Offering to fund the Boren Acquisition.

The following table summarizes the changes in the number of the Partnership’s common units:

Common Units

Balance at December 31, 2024

80,969,651

Units issued for equity offering

11,500,000

Common units issued under the A&R LTIP (1)

1,213,611

Restricted units repurchased for tax withholding

(315,276)

Conversion of Class B units to common units

32,580

Forfeiture of restricted units

(4,078)

Balance at June 30, 2025

93,396,488

(1)Includes restricted units granted to certain employees and directors under the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan on February 25, 2025.

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The following table presents information regarding the common unit cash distributions approved by the General Partner’s Board of Directors (the “Board of Directors”) for the periods presented:

Amount per

Date

Unitholder

Payment

Common Unit

Declared

Record Date

Date

Q1 2025

$

0.47

May 8, 2025

May 20, 2025

May 28, 2025

Q2 2025

$

0.38

August 7, 2025

August 18, 2025

August 25, 2025

Q1 2024

$

0.49

May 2, 2024

May 13, 2024

May 20, 2024

Q2 2024

$

0.42

August 1, 2024

August 12, 2024

August 19, 2024

For each Class B unit issued, five cents has been paid to the Partnership as additional consideration (the “Class B Contribution”). Holders of the Class B units are entitled to receive cash distributions equal to 2.0% per quarter on their respective Class B Contribution, subsequent to distributions on the Series A preferred units, but prior to distributions on the common units and OpCo common units.

Holders of the Class B units are entitled to one vote per unit on all matters to be voted upon by the unitholders. Holders of the common units and the Class B units generally vote together as a single class on all matters presented to the Kimbell Royalty Partners, LP unitholders for their vote or approval. Holders of Class B units do not have any right to receive dividends or distributions upon a liquidation or winding up of Kimbell Royalty Partners, LP. The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.

Change in Ownership of Consolidated Subsidiaries

The following table summarizes the changes in common unitholders' equity due to changes in ownership interest during the period:

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

2024

2025

2024

(In thousands)

Net income attributable to the Partnership

$

23,089

$

12,877

$

45,469

$

20,176

Changes in ownership of consolidated subsidiaries, net

(552)

(3,824)

(12,805)

(2,632)

Change from net income attributable to the Partnership's unitholders and transfers to non-controlling interest

$

22,537

$

9,053

$

32,664

$

17,544

NOTE 12—EARNINGS PER COMMON UNIT

Basic earnings per common unit is calculated by dividing net income attributable to common units by the weighted-average number of common units outstanding during the period. Diluted net income per common unit gives effect, when applicable, to unvested restricted units granted under the Partnership’s A&R LTIP (as defined in Note 13) for its employees and directors and potential conversion of Series A preferred units and Class B units. The Partnership uses the “if-converted” method to determine the potential dilutive effect of exchanges of outstanding Series A preferred units and Class B units (and corresponding units of Kimbell Royalty Partners, LP), and the treasury stock method to determine the potential dilutive effect of vesting of outstanding restricted units granted under the Partnership’s A&R LTIP. The Partnership does not use the two-class method because the Class B units and the unvested restricted units granted under the Partnership’s A&R LTIP are nonparticipating securities.

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The following table summarizes the calculation of weighted average common units outstanding used in the computation of diluted earnings per common unit:

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

2024

2025

2024

(In thousands)

Net income attributable to common units of Kimbell Royalty Partners, LP

$

2,007

$

8,410

$

19,869

$

11,579

Distribution and accretion on Series A preferred units

24,337

5,243

29,540

10,499

Net income attributable to non-controlling interests in OpCo and distribution to Class B unitholders

328

1,534

3,116

2,446

Diluted net income attributable to common units of Kimbell Royalty Partners, LP

$

26,672

$

15,187

$

52,525

$

24,524

Weighted average number of common units outstanding:

Basic

91,170

74,835

90,430

73,473

Effect of dilutive securities:

Series A preferred units

15,048

21,566

18,290

21,566

Class B units

14,492

18,624

14,499

19,736

Restricted units

2,214

1,569

2,058

1,621

Diluted

122,924

116,594

125,277

116,396

Net income per unit attributable to common units of Kimbell Royalty Partners, LP

Basic

$

0.02

$

0.11

$

0.22

$

0.16

Diluted

$

0.02

$

0.11

$

0.22

$

0.16

The calculation of diluted net income per unit for the three and six months ended June 30, 2025 and 2024 includes the conversion of all Series A preferred units and Class B units to common units calculated using the “if-converted” method and units of unvested restricted units calculated using the treasury stock method.

NOTE 13—UNIT-BASED COMPENSATION

On May 1, 2024, the Board of Directors approved and adopted the first amendment to the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (as so amended, the “A&R LTIP”), which increased the number of common units available to be awarded under the A&R LTIP by 4,684,622 common units, which increased the total number of common units available to be awarded under the A&R LTIP, after taking into account previously awarded common units, to 6,765,012 common units. The Partnership’s A&R LTIP authorizes grants to its employees and directors. The restricted units issued under the Partnership’s A&R LTIP generally vest in one-third installments on each of the first three anniversaries of the grant date, subject to the grantee’s continuous service through the applicable vesting date. Compensation expense for such awards will be recognized over the term of the service period on a straight-line basis over the requisite service period for the entire award. Management elects not to estimate forfeiture rates and to account for forfeitures in compensation cost when they occur.

Distributions related to the restricted units are paid concurrently with the Partnership’s distributions for common units. The fair value of the Partnership’s restricted units issued under the A&R LTIP to the Partnership’s employees and directors is determined by utilizing the market value of the Partnership’s common units on the respective grant date.

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The following table presents a summary of the Partnership’s unvested restricted units.

Weighted

    

Weighted

Average

Average

Grant-Date

Remaining

Fair Value

Contractual

Units

per Unit

Term

Unvested at December 31, 2024

1,992,201

$

15.727

 

1.542 years

Awarded

1,213,611

15.780

Vested

(975,338)

15.519

Forfeited

(4,078)

15.633

Unvested at June 30, 2025 (1)

2,226,396

$

15.847

 

2.079 years

(1)As of June 30, 2025, there was $35.3 million of unrecognized compensation expense associated with unvested restricted units based on the weighted average grant date fair value per unit of $15.847.

NOTE 14—INCOME TAXES

As discussed in Note 1, the Partnership has elected to be taxed as a corporation for United States federal income tax purposes. The non-controlling interest, which represents OpCo common unitholders’, are not subject to federal income taxes.

The Partnership records income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets, changes in forecasted annual income (loss) attributable to non-controlling interest and changes to actual or forecasted permanent book to tax differences. The Partnership’s effective tax rate for the three months ended June 30, 2025 was 5.8%, compared to 9.9% for the three months ended June 30, 2024. The Partnership recorded an income tax expense of $2.2 million and $1.8 million for the three months ended June 30, 2025 and 2024, respectively, and an income tax expense of $3.3 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively.

NOTE 15—RELATED PARTY TRANSACTIONS

The Partnership currently has a management services agreement with Kimbell Operating, which has a separate services agreement with K3 Royalties, LLC (“K3 Royalties”). Pursuant to the K3 Royalties service agreement, K3 Royalties and Kimbell Operating provide management, administrative and operational services to the Partnership. In addition, under each of their respective services agreements, affiliates of the Partnership’s Sponsors may identify, evaluate and recommend to the Partnership acquisition opportunities and negotiate the terms of such acquisitions. Amounts paid to Kimbell Operating and K3 Royalties under their respective services agreements will reduce the amount of cash available for distribution on common units to the Partnership’s unitholders. During the three and six months ended June 30, 2025, the Partnership made payments to K3 Royalties in the amount of $30,000 and $60,000, respectively.

The Partnership received $41,732 and $82,888 in reimbursements from Rivercrest Capital Management, LLC for shared operating expenses for the three and six months ended June 30, 2025, respectively.

NOTE 16—COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Partnership may experience situations where disagreements occur relating to the ownership of certain mineral or overriding royalty interest acreage. Management is not aware of any legal, environmental or other commitments or contingencies that would have a material effect on the Partnership’s financial condition, results of operations or liquidity as of June 30, 2025.

NOTE 17—SUBSEQUENT EVENTS

The Partnership has evaluated events that occurred subsequent to June 30, 2025 in the preparation of its unaudited interim consolidated financial statements.

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Government Legislation

The One Big Beautiful Bill Act, enacted on July 4, 2025, introduced significant modifications to the U.S. tax code.  Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment. As such, this legislation is not reflected in the Partnership’s unaudited consolidated financial statements for the periods ended June 30, 2025. The Partnership is currently evaluating the full impact of this new legislation on its consolidated financial statements.

Distributions

On August 7, 2025 the Board of Directors declared a quarterly cash distribution of $0.38 per common unit and $0.380261 per OpCo common unit for the quarter ended June 30, 2025. The Partnership intends to pay this distribution on August 25, 2025 to common unitholders and OpCo common unitholders of record as of the close of business on August 18, 2025.

As to the Partnership, $0.000261 of the OpCo common unit distribution corresponds to a tax payment made by the Partnership in the second quarter of 2025. Under the limited liability company agreement of the Operating Company, the Partnership is not reimbursed by the Operating Company for federal income taxes paid by the Partnership.

The Partnership will pay a quarterly cash distribution on the Series A preferred units of approximately $2.4 million for the quarter ended June 30, 2025. The Partnership intends to pay the distribution subsequent to August 7, 2025, and prior to the distribution on the common units and OpCo common units.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited interim consolidated financial statements and notes thereto presented in this Quarterly Report on Form 10-Q (this “Quarterly Report”), as well as our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Unless the context otherwise requires, references to “Kimbell Royalty Partners, LP,” “our Partnership,” “we” “our,” or “us” or like terms refer to Kimbell Royalty Partners, LP and its subsidiaries. References to the “Operating Company” or “OpCo” refer to our subsidiary Kimbell Royalty Operating, LLC. References to “our General Partner” refer to Kimbell Royalty GP, LLC. References to “our Sponsors” refer to affiliates of our founders, Robert D. Ravnaas, Brett G. Taylor and Mitch S. Wynne, respectively. References to the “Contributing Parties” refer to all entities and individuals, including certain affiliates of our Sponsors, that contributed, directly or indirectly, certain mineral and royalty interests to us.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this Quarterly Report may constitute forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of future operations or acquisitions. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

our ability to replace our reserves;
our ability to make, consummate and integrate acquisitions of assets or businesses and realize the benefits or effects of any acquisitions or the timing, final purchase price or consummation of any acquisitions;
our ability to execute our business strategies;
the volatility of realized prices for oil, natural gas and natural gas liquids (“NGLs”), including as a result of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”) and other foreign, oil-exporting countries;
the level of production on our properties;
the level of drilling and completion activity by the operators of our properties;
our ability to forecast identified drilling locations, gross horizontal wells, drilling inventory and estimates of reserves on our properties and on properties we seek to acquire;
regional supply and demand factors, delays or interruptions of production;
industry, economic, business or political conditions, including the energy and environmental proposals being considered and evaluated by the federal government and other regulating bodies;
trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, which may have varying effects on commodity prices;

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the continued threat of terrorism and the impact of military and other action and armed conflict, such as the current conflict between Russia and Ukraine and the conflict in the Middle East;
revisions to our reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties;
impact of impairment expense on our financial statements;
competition in the oil and natural gas industry generally and the mineral and royalty industry in particular;
the ability of the operators of our properties to obtain capital or financing needed for development and exploration operations;
title defects in the properties in which we acquire an interest;
the availability or cost of rigs, completion crews, equipment, raw materials, supplies, oilfield services or personnel to the operators of our properties;
restrictions on or the availability of the use of water in the business of the operators of our properties;
the availability of transportation facilities;
the ability of the operators of our properties to comply with applicable governmental laws and regulations and to obtain permits and governmental approvals;
federal and state legislative and regulatory initiatives relating to the environment, hydraulic fracturing, tax laws and other matters affecting the oil and gas industry, including regulation, proposals, and executive orders focused on addressing climate change;
future operating results;
exploration and development drilling prospects, inventories, projects and programs;
operating hazards faced by the operators of our properties;
the ability of the operators of our properties to keep pace with technological advancements;
uncertainties regarding United States federal income tax law, including the treatment of our future earnings and distributions; and
our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures.

These factors are discussed in further detail in the 2024 Form 10-K under “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II and elsewhere in this Quarterly Report. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

Overview

We are a Delaware limited partnership formed in 2015 to own and acquire mineral and royalty interests in oil and natural gas properties throughout the United States. We have elected to be taxed as a corporation for United States federal income tax purposes. As an owner of mineral and royalty interests, we are entitled to a portion of the revenues received from the production of oil, natural gas and associated NGLs from the acreage underlying our interests, net of post-production expenses and taxes. We are not obligated to fund drilling and completion costs, lease operating expenses or plugging and abandonment costs at the end of a well’s productive life. Our primary business objective is to provide increasing cash distributions to unitholders resulting from acquisitions from third parties, our Sponsors and the Contributing Parties and from organic growth through the continued development by working interest owners of the properties in which we own an interest.

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As of June 30, 2025, we owned mineral and royalty interests in approximately 12.3 million gross acres and overriding royalty interests in approximately 4.7 million gross acres, with approximately 55% of our aggregate acres located in the Permian Basin and Mid-Continent. We refer to these non-cost-bearing interests collectively as our “mineral and royalty interests.” As of June 30, 2025, over 99% of the acreage subject to our mineral and royalty interests was leased to working interest owners, including 100% of our overriding royalty interests, and substantially all of those leases were held by production. Our mineral and royalty interests are located in 28 states and in every major onshore basin across the continental United States and include ownership in over 131,000 gross wells, including over 52,000 wells in the Permian Basin.

The following table summarizes our ownership in United States basins and producing regions and information about the wells in which we have a mineral or royalty interest as June 30, 2025:

Average Daily

Production

Basin or Producing Region

Gross Acreage

Net Acreage

(Boe/d)(6:1)(1)

Well Count

Permian Basin

3,404,777

27,799

11,068

52,162

Mid‑Continent

 

5,868,926

48,832

4,392

21,029

Terryville/Cotton Valley/Haynesville

 

1,428,907

7,919

3,664

16,372

Appalachian Basin

741,354

23,203

1,583

3,965

Bakken/Williston Basin

 

1,640,077

6,138

832

5,519

Eagle Ford

 

624,148

6,730

1,826

4,448

DJ Basin/Rockies/Niobrara

 

74,152

1,036

849

12,598

Other

 

3,232,560

36,693

1,141

15,478

Total

 

17,014,901

158,350

25,355

131,571

(1)“Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per barrel of “oil equivalent,” which is based on approximate energy equivalency and does not reflect the price or value relationship between oil and natural gas. Please read “Business—Oil and Natural Gas Data—Proved Reserves—Summary of Estimated Proved Reserves” in our 2024 Form 10-K.

The following table summarizes information about the number of drilled but uncompleted wells (“DUCs”) and permitted locations on acreage in which we have a mineral or royalty interest as of June 30, 2025:

Basin or Producing Region(1)

Gross DUCs

Gross Permits

Net DUCs

Net Permits

Permian Basin

524

459

3.27

2.15

Mid‑Continent

 

114

76

0.78

0.39

Terryville/Cotton Valley/Haynesville

 

54

30

0.35

0.13

Appalachian Basin

3

4

0.02

0.02

Bakken/Williston Basin

 

61

97

0.36

0.10

Eagle Ford

 

55

15

0.22

0.08

DJ Basin/Rockies/Niobrara

 

12

6

0.10

0.02

Total

 

823

687

5.10

2.89

(1)The above table represents DUCs and permitted locations only, and there is no guarantee that the DUCs or permitted locations will be developed into producing wells in the future.

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Recent Developments

Equity Offering

On January 9, 2025, we completed an underwritten public offering of 11,500,000 common units for net proceeds of approximately $163.6 million (the “2025 Equity Offering”). We used the net proceeds from the 2025 Equity Offering to purchase OpCo common units. The Operating Company ultimately used the net proceeds of the 2025 Equity Offering to fund the Boren Acquisition (as defined below).

Acquisitions

On January 17, 2025, we completed the acquisition of mineral and royalty interests from Boren Minerals (the “Boren Acquisition”) in a transaction valued at approximately $230.4 million, including transaction costs and certain customary post-closing adjustments. We funded the cash consideration of the purchase price with borrowings under our secured revolving credit facility and net proceeds from the 2025 Equity Offering. The oil and gas properties acquired are located under the Mabee Ranch in the Midland Basin in Texas.

Partial Redemption of Preferred Units

On May 7, 2025, we completed the redemption of 162,500 Series A preferred units, representing 50% of the then-outstanding Series A preferred units. The Series A preferred units were redeemed at a price of $1,121.92 per Series A preferred unit for an aggregate redemption price of $182.3 million.

Quarterly Distributions

On August 7, 2025, our General Partner’s Board of Directors (the “Board of Directors”) declared a quarterly cash distribution of $0.38 per common unit representing limited partner interests in the Partnership (“common unit”) and $0.380261 per common unit of the Operating Company (“OpCo common unit”) for the quarter ended June 30, 2025. We intend to pay the distributions on August 25, 2025 to common unitholders and OpCo common unitholders of record as of the close of business on August 18, 2025.

As to us, $0.000261 of the OpCo common unit distribution corresponds to a tax payment made by us in the second quarter of 2025. Under the limited liability company agreement of the Operating Company, we are not reimbursed by the Operating Company for federal income taxes paid by us.

We will pay a cash distribution on the Series A Cumulative Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A preferred units”) of approximately $2.4 million for the quarter ended June 30, 2025. We intend to pay the distribution subsequent to August 7, 2025 and prior to the distribution on the common units and OpCo common units.

Business Environment

Global Conflicts and Uncertainties

In February 2022, Russia invaded Ukraine and is still engaged in active armed conflict against the country. In October 2023, armed active conflict escalated in the Middle East between Israel and Hamas. In April 2024, Iran launched an attack on Israel, further escalating the regional conflict in the Middle East. In January 2025, Israel and Hamas agreed to a ceasefire deal, however, the ceasefire has not held and the conflict has continued. These conflicts and the applicable sanctions imposed in response have led to regional instability and caused dramatic fluctuations in global financial markets and have increased the level of global economic and political uncertainty, including uncertainty about world-wide oil supply and demand, which in turn has increased volatility in commodity prices. To date, we have not experienced a material impact to operations or the consolidated financial statements as a result of these conflicts; however, we will continue to monitor for events that could materially impact us.

President Trump has executed several executive orders, some of which impact the oil and gas industry, and he and others in Congress have indicated the potential for further changes to regulations, many of which could impact the oil

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and gas industry, as well as the implementation of tariffs on foreign goods and services. It is uncertain at this time to what extent such changes in regulations and tariffs will impact our business. Tariffs on foreign goods and services could result in other countries instituting tariffs on U.S. goods and services, which could impact the demand for and price of commodities, increase the price of supplies and raw materials that we rely on, and could impact interest rates. A changing regulatory environment and domestic or foreign tariffs could ultimately impact our operations and expenses.

Commodity Prices and Demand

Oil and natural gas prices have been historically volatile and may continue to be volatile in the future. As noted above, the supply and demand imbalance resulting from various OPEC announcements and the current conflict between Russia and Ukraine and in the Middle East, have created increased volatility in oil and natural gas prices. The table below demonstrates such volatility for the periods presented as reported by the United States Energy Information Administration (the “EIA”).

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

High

    

Low

High

    

Low

Oil ($/Bbl)

$

80.73

$

58.50

$

87.69

$

70.62

Natural gas ($/MMBtu)

$

9.86

$

2.65

$

13.20

$

1.25

On July 28, 2025, the West Texas Intermediate posted price for crude oil was $67.81 per Bbl and the Henry Hub spot market price of natural gas was $3.12 per MMBtu.

The following table, as reported by the EIA, sets forth the average daily prices for oil and natural gas.

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

    

2024

2025

    

2024

Oil ($/Bbl)

$

64.57

$

81.81

$

68.12

$

79.69

Natural gas ($/MMBtu)

$

3.19

$

2.07

$

3.66

$

2.11

Rig Count

Drilling on our acreage is dependent upon the exploration and production companies that lease our acreage. As such, we monitor rig counts in an effort to identify existing and future leasing and drilling activity on our acreage.

The Baker Hughes United States Rotary Rig count decreased by 4.8% to 533 active land rigs at June 30, 2025 compared to 560 active land rigs at June 30, 2024. The 533 active land rigs at June 30, 2025 decreased by 7.3% compared to 575 active land rigs at March 31, 2025. The decrease in rig count is primarily related to a decrease in the average prices received for oil, partially offset by an increase in the average price received for natural gas, coupled with domestic and international uncertainties, as noted above.

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The following table summarizes the number of active rigs operating on our acreage by United States basins and producing regions for the periods indicated:

June 30, 

Basin or Producing Region

2025

2024

Permian Basin

53

47

Mid‑Continent

13

20

Terryville/Cotton Valley/Haynesville

11

9

Appalachian Basin

1

Bakken/Williston Basin

6

7

Eagle Ford

3

6

DJ Basin/Rockies/Niobrara

1

Other

2

Total

88

91

Sources of Our Revenue

Our revenues are derived from royalty payments we receive from our operators based on the sale of oil, natural gas and NGL production, as well as the sale of NGLs that are extracted from natural gas during processing. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices received.

The following table presents the breakdown of our oil, natural gas and NGL revenues for the following periods:

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

    

2024

2025

    

2024

Revenue

Oil revenue

66

%

70

%

61

%

70

%

Natural gas revenue

20

%

18

%

25

%

17

%

NGL revenue

14

%

12

%

14

%

13

%

100

%

100

%

100

%

100

%

We have entered into oil and natural gas commodity derivative agreements, which extend through June 2027, to establish, in advance, a price for the sale of a portion of the oil and natural gas produced from our mineral and royalty interests. For further discussion on our commodity derivative agreements, see “Note 5—Derivatives.”

Non-GAAP Financial Measures

Adjusted EBITDA and Cash Available for Distribution on Common Units

Adjusted EBITDA and cash available for distribution on common units are used as supplemental non-GAAP financial measures (as defined below) by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA and cash available for distribution on common units are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations period to period without regard to our financing methods or capital structure. In addition, management uses Adjusted EBITDA to evaluate cash flow available to pay distributions to our unitholders.

We define Adjusted EBITDA as net income (loss), net of depreciation and depletion expense, interest expense, income taxes, impairment of oil and natural gas properties, non-cash unit based compensation and unrealized gains and losses on derivative instruments. Adjusted EBITDA is not a measure of net income (loss) or net cash provided by operating activities as determined by generally accepted accounting principles in the United States (“GAAP”). We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as historic costs of depreciable assets, none of which are components of Adjusted EBITDA. We define cash available for distribution on common units as Adjusted EBITDA, less cash needed for debt service and other

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contractual obligations, tax obligations, fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.

Adjusted EBITDA and cash available for distribution on common units should not be considered an alternative to net income (loss), oil, natural gas and NGL revenues, net cash flows provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our computations of Adjusted EBITDA and cash available for distribution on common units may not be comparable to other similarly titled measures of other companies.

The tables below present a reconciliation of Adjusted EBITDA and cash available for distribution on common units to net income and net cash provided by operating activities, our most directly comparable GAAP financial measures, for the periods indicated (unaudited).

Three Months Ended June 30, 

Six Months Ended June 30, 

2025

2024

2025

2024

(In thousands)

Reconciliation of net income to Adjusted EBITDA and cash available for distribution on common units:

Net income

$

26,672

$

15,187

$

52,525

$

24,524

Depreciation and depletion expense

30,458

 

33,024

61,576

71,191

Interest expense

8,947

 

6,946

15,569

14,247

Income tax expense

2,167

1,759

3,257

2,682

EBITDA

68,244

 

56,916

132,927

112,644

Impairment of oil and natural gas properties

 

5,963

Unit-based compensation

4,124

 

5,109

7,985

8,793

(Gain) loss on derivative instruments, net of settlements

(8,524)

3,796

(1,535)

12,534

Consolidated Adjusted EBITDA

63,844

65,821

139,377

139,934

Adjusted EBITDA attributable to non-controlling interest

(8,576)

(10,011)

(18,722)

(26,191)

Adjusted EBITDA attributable to Kimbell Royalty Partners, LP

55,268

55,810

120,655

113,743

Adjustments to reconcile Adjusted EBITDA to cash available for distribution

Cash interest expense

5,810

5,620

9,861

10,854

Cash distribution to Series A preferred unitholders

2,104

4,111

6,267

7,911

Cash income tax expense

219

219

Distribution to Class B unitholders

14

21

28

42

Cash available for distribution on common units

$

47,121

$

46,058

$

104,280

$

94,936

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Three Months Ended June 30, 

Six Months Ended June 30, 

2025

2024

2025

2024

(In thousands)

Reconciliation of net cash provided by operating activities to Adjusted EBITDA and cash available for distribution on common units:

Net cash provided by operating activities

$

72,321

$

62,883

$

126,474

$

131,929

Interest expense

 

8,947

 

6,946

 

15,569

 

14,247

Income tax expense

2,167

1,759

3,257

2,682

Impairment of oil and natural gas properties

 

 

 

 

(5,963)

Amortization of right-of-use assets

(86)

(87)

(171)

 

(173)

Amortization of loan origination costs

 

(579)

 

(530)

 

(1,113)

 

(1,060)

Unit-based compensation

 

(4,124)

 

(5,109)

 

(7,985)

 

(8,793)

Forfeiture of restricted units

57

 

Gain (loss) on derivative instruments, net of settlements

8,524

 

(3,796)

 

1,535

 

(12,534)

Changes in operating assets and liabilities:

Oil, natural gas and NGL receivables

 

(13,009)

 

(1,486)

 

2,065

 

(5,802)

Accounts receivable and other current assets

 

(792)

 

(460)

 

(809)

 

689

Accounts payable

 

3

 

353

 

941

 

40

Other current liabilities

 

(5,208)

 

(3,651)

 

(7,034)

 

(2,804)

Operating lease liabilities

80

94

141

 

186

EBITDA

68,244

56,916

132,927

112,644

Add:

Impairment of oil and natural gas properties

 

 

 

 

5,963

Unit-based compensation

 

4,124

 

5,109

 

7,985

 

8,793

(Gain) loss on derivative instruments, net of settlements

 

(8,524)

 

3,796

 

(1,535)

 

12,534

Consolidated Adjusted EBITDA

63,844

65,821

139,377

139,934

Adjusted EBITDA attributable to non-controlling interest

(8,576)

(10,011)

(18,722)

(26,191)

Adjusted EBITDA attributable to Kimbell Royalty Partners, LP

55,268

55,810

120,655

113,743

Adjustments to reconcile Adjusted EBITDA to cash available for distribution

Cash interest expense

5,810

5,620

9,861

10,854

Cash distribution to Series A preferred unitholders

2,104

4,111

6,267

7,911

Cash income tax expense

219

219

Distribution to Class B unitholders

14

21

28

42

Cash available for distribution on common units

$

47,121

$

46,058

$

104,280

$

94,936

Factors Affecting the Comparability of Our Results to Our Historical Results

Our historical financial condition and results of operations may not be comparable, either from period to period or going forward, to our future financial condition and results of operations, for the reasons described below.

Ongoing Acquisition Activities

Acquisitions are an important part of our growth strategy, and we expect to pursue acquisitions of mineral and royalty interests from third parties, affiliates of our Sponsors and the Contributing Parties. As a part of these efforts, we often engage in discussions with potential sellers or other parties regarding the possible purchase of or investment in mineral and royalty interests, including in connection with a dropdown of assets from affiliates of our Sponsors and the Contributing Parties. Such efforts may involve participation by us in processes that have been made public and involve a number of potential buyers or investors, commonly referred to as “auction” processes, as well as situations in which we believe we are the only party or one of a limited number of parties who are in negotiations with the potential seller or other party. These acquisition and investment efforts often involve assets which, if acquired or constructed, could have a material

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effect on our financial condition and results of operations. Material acquisitions that would impact the comparability of our results for the three and six months ended June 30, 2025 and 2024 include the Boren Acquisition in January 2025.

Further, the affiliates of our Sponsors and Contributing Parties have no obligation to sell any assets to us or to accept any offer that we may make for such assets, and we may decide not to acquire such assets even if such parties offer them to us. We may decide to fund any acquisition, including any potential dropdowns, with cash, common units, other equity securities, proceeds from borrowings under our secured revolving credit facility or the issuance of debt securities, or any combination thereof. In addition to acquisitions, we also consider from time to time divestitures that may benefit us and our unitholders.

We typically do not announce a transaction until after we have executed a definitive agreement. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition or investment efforts will be successful or that our strategic asset divestitures will be completed. Although we expect the acquisitions and investments we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized. We will not know the immediate results of any acquisition until after the acquisition closes, and we will not know the long-term results for some time thereafter.

Impairment of Oil and Natural Gas Properties

Accounting standards require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our properties. The net capitalized costs of proved oil and natural gas properties are subject to a full-cost ceiling limitation for which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment, exceed estimated discounted future net revenues of proved oil and natural gas reserves, the excess capitalized costs are charged to expense. The risk that we will be required to recognize impairments of our oil and natural gas properties increases during periods of low commodity prices. In addition, impairments would occur if we were to experience significant downward adjustments to our estimated proved reserves or the present value of estimated future net revenues. An impairment recognized in one period may not be reversed in a subsequent period even if higher oil and natural gas prices increase the cost center ceiling applicable to the subsequent period. Further, if the price of oil, natural gas and NGLs decreases in future periods, we may be required to record additional impairments as a result of the full-cost ceiling limitation.

We did not record an impairment on our oil and natural gas properties for the three and six months ended June 30, 2025 or the three months ended June 30, 2024. As a result of our full cost ceiling analysis, we recorded an impairment on our oil and natural gas properties of $6.0 million during the six months ended June 30, 2024. The impairment was primarily attributed to the decline in the 12-month average price of oil and natural gas for the three months ended March 31, 2024.

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Results of Operations

The table below summarizes our revenue and expenses and production data for the periods indicated (unaudited).

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2025

2024

2025

2024

(In thousands, except production data)

Operating Results:

Revenue

Oil, natural gas and NGL revenues

$

74,695

$

76,959

$

164,646

$

164,458

Lease bonus and other income

2,514

660

2,825

1,099

Gain (loss) on commodity derivative instruments, net

9,339

(1,046)

3,286

(6,750)

Total revenues

86,548

76,573

170,757

158,807

Costs and expenses

Production and ad valorem taxes

 

5,715

 

5,577

 

11,090

 

12,109

Depreciation and depletion expense

 

30,458

 

33,024

 

61,576

 

71,191

Impairment of oil and natural gas properties

 

 

 

 

5,963

Marketing and other deductions

 

3,016

 

3,828

 

7,518

 

8,391

General and administrative expense

 

9,573

 

10,252

 

19,210

 

19,700

Total costs and expenses

 

48,762

 

52,681

 

99,394

 

117,354

Operating income

 

37,786

 

23,892

 

71,363

 

41,453

Other expense

Interest expense

 

(8,947)

 

(6,946)

 

(15,569)

 

(14,247)

Other expense

 

 

(12)

 

Net income before income taxes

28,839

16,946

55,782

27,206

Income tax expense

2,167

1,759

3,257

2,682

Net income

26,672

15,187

52,525

24,524

Distribution and accretion on Series A preferred units

(24,337)

(5,243)

(29,540)

(10,499)

Net income and distributions and accretion on Series A preferred units attributable to non-controlling interests

(314)

(1,513)

(3,088)

(2,404)

Distribution to Class B unitholders

(14)

(21)

(28)

(42)

Net income attributable to common units of Kimbell Royalty Partners, LP

$

2,007

$

8,410

$

19,869

$

11,579

Production Data:

Oil (Bbls)

 

768,711

 

691,819

 

1,518,455

 

1,496,408

Natural gas (Mcf)

 

6,538,116

 

6,714,323

 

13,157,069

 

14,127,392

Natural gas liquids (Bbls)

 

448,887

 

383,092

 

891,074

 

841,339

Combined volumes (Boe) (6:1)

 

2,307,284

 

2,193,965

 

4,602,374

 

4,692,312

Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Oil, Natural Gas and NGL Revenues

For the three months ended June 30, 2025, our oil, natural gas and NGL revenues were $74.7 million, a decrease of $2.3 million from $77.0 million for the three months ended June 30, 2024. The decrease in oil, natural gas and NGL revenues was primarily related to decrease in the average prices received for oil and NGLs, partially offset by an increase in the average prices received for natural gas and an increase in production volumes for the three months ended June 30, 2025 as discussed below.

Our revenues are a function of oil, natural gas and NGL production volumes sold and average prices received for those volumes. The production volumes were 2,307,284 Boe or 25,355 Boe/d, for the three months ended June 30, 2025, an increase of 113,319 Boe or 1,245 Boe/d, from 2,193,965 Boe or 24,110 Boe/d, for the three months ended June 30, 2024. The increase in production volumes for the three months ended June 30, 2025 was primarily attributable to production associated with the Boren Acquisition.

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Our operators received an average of $63.52 per Bbl of oil, $2.34 per Mcf of natural gas and $23.56 per Bbl of NGL for the volumes sold during the three months ended June 30, 2025 compared to $77.20 per Bbl of oil, $2.10 per Mcf of natural gas and $24.75 per Bbl of NGL for the volumes sold during the three months ended June 30, 2024. These average prices received during the three months ended June 30, 2025 decreased 17.7% or $13.68 per Bbl of oil and increased 11.4% or $0.24 per Mcf of natural gas as compared to the three months ended June 30, 2024. This change is consistent with prices experienced in the market, specifically when compared to the EIA average price decrease of 21.1% or $17.24 per Bbl of oil and an increase of 54.1% or $1.12 per Mcf of natural gas for the comparable periods.

Lease Bonus and Other Income

Lease bonus and other income for the three months ended June 30, 2025 was $2.5 million, an increase of $1.8 million compared to $0.7 million for the three months ended June 30, 2024. The increase in lease bonus and other income was due to an increase in activity during the three months ended June 30, 2025.

Gain (Loss) on Commodity Derivative Instruments

Gain on commodity derivative instruments for the three months ended June 30, 2025 included $8.5 million of mark-to-market gains and $0.8 million of gains on the settlement of commodity derivative instruments compared to $3.8 million of mark-to-market losses and $2.8 million of gains on the settlement of commodity derivative instruments for the three months ended June 30, 2024. We recorded a mark-to-market gain for the three months ended June 30, 2025 as a result of the maturity of derivative contracts with lower strike pricing. We recorded a mark-to-market loss for the three months ended June 30, 2024 as a result of an increase in strip pricing from the previous quarter, partially offset by gains on the settlement of commodity derivative instruments.  

Production and Ad Valorem Taxes

Production and ad valorem taxes for the three months ended June 30, 2025 remained relatively flat at  $5.7 million, compared to $5.6 million for the three months ended June 30, 2024.

Depreciation and Depletion Expense

Depreciation and depletion expense for the three months ended June 30, 2025 was $30.5 million, a decrease of $2.5 million from $33.0 million for the three months ended June 30, 2024. The decrease in depreciation and depletion expense was due to the impairment that was recorded during the year ended December 31, 2024, which significantly reduced our net capitalized oil and natural gas properties, partially offset by the Boren Acquisition, which increased our net capitalized oil and natural gas properties.

Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of hydrocarbons extracted during such period, calculated on a units-of-production basis. Estimates of proved developed reserves are a major component in the calculation of depletion. Our average depletion rate per barrel was $13.16 for the three months ended June 30, 2025, a decrease of $1.85 per barrel from the $15.01 average depletion rate per barrel for the three months ended June 30, 2024. The decrease in the depletion rate was due to the impairment that was recorded during the year ended December 31, 2024, which significantly reduced our net capitalized oil and natural gas properties, partially offset by the Boren Acquisition, which increased our net capitalized oil and natural gas properties.

Marketing and Other Deductions

Our marketing and other deductions include product marketing expense, which is a post-production expense. Marketing and other deductions for the three months ended June 30, 2025 were $3.0 million, a decrease of $0.8 million compared to $3.8 million for the three months ended June 30, 2024. The decrease in marketing and other deductions was primarily related to decrease in the average prices received for oil and NGLs, partially offset by an increase in the average prices received for natural gas for the three months ended June 30, 2025.

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General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2025 were $9.6 million, a decrease of $0.7 million compared to $10.3 million for the three months ended June 30, 2024. Included within general and administrative expenses are non-cash expenses for unit-based compensation as a result of the amortization of restricted units that have been issued by us over various periods. The decrease in general and administrative expenses was primarily attributable to a decrease in unit-based compensation expense.

Interest Expense

Interest expense for the three months ended June 30, 2025 was $8.9 million, compared to $6.9 million for the three months ended June 30, 2024. The increase in interest expense was primarily due to an increase in the overall debt balance as a result of additional borrowings to complete the partial redemption of the Series A preferred units.

Income Tax Expense

We recorded an income tax expense of $2.2 million and $1.8 million for the three months ended June 30, 2025 and 2024, respectively.

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Oil, Natural Gas and NGL Revenues

For the six months ended June 30, 2025, our oil, natural gas and NGL revenues remained flat at $164.6 million, compared to $164.5 million for the six months ended June 30, 2024.

Our revenues are a function of oil, natural gas and NGL production volumes sold and average prices received for those volumes. The production volumes were 4,602,374 Boe or 25,427 Boe/d, for the six months ended June 30, 2025, a decrease of 89,938 Boe or 355 Boe/d, from 4,692,312 Boe or 25,782 Boe/d, for the six months ended June 30, 2024. The decrease in production for the six months ended June 30, 2025 was primarily attributable to prior period production recognized for the six months ended June 30, 2024, partially offset by production associated with the Boren Acquisition.

Our operators received an average of $66.36 per Bbl of oil, $3.11 per Mcf of natural gas and $25.76 per Bbl of NGL for the volumes sold during the six months ended June 30, 2025 compared to $76.87 per Bbl of oil, $2.03 per Mcf of natural gas and $24.72 per Bbl of NGL for the volumes sold during the six months ended June 30, 2024. These average prices received during the six months ended June 30, 2025 decreased 13.7% or $10.51 per Bbl of oil and increased 53.2% or $1.08 per Mcf of natural gas as compared to the six months ended June 30, 2024. This change is consistent with prices experienced in the market, specifically when compared to the EIA average price decrease of 14.5% or $11.57 per Bbl of oil and an increase of 73.5% or $1.55 per Mcf of natural gas for the comparable periods.

Lease Bonus and Other Income

Lease bonus and other income for the six months ended June 30, 2025 was $2.8 million, an increase of $1.7 million compared to $1.1 million for the six months ended June 30, 2024. The increase in lease bonus and other income was due to an increase in activity during the six months ended June 30, 2025.

Gain (Loss) on Commodity Derivative Instruments

Gain on commodity derivative instruments for the six months ended June 30, 2025 included $1.5 million of mark-to-market gains and $1.8 million of gains on the settlement of commodity derivative instruments compared to $12.5 million of mark-to-market losses and $5.7 million of gains on the settlement of commodity derivative instruments for the six months ended June 30, 2024. We recorded a mark-to-market gain for the six months ended June 30, 2025 as a result of the maturity of derivative contracts with lower strike pricing. We recorded a mark-to-market loss for the six months ended June 30, 2024 as a result of an increase in strip pricing from the previous quarter, partially offset by gains on the settlement of commodity derivative instruments.  

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Production and Ad Valorem Taxes

Production and ad valorem taxes for the six months ended June 30, 2025 were $11.1 million, a decrease of $1.0 million from $12.1 million for the six months ended June 30, 2024. The decrease in production and ad valorem taxes was primarily attributable to the decrease in oil and natural gas production, partially offset by an increase in production and ad valorem taxes associated with the Boren Acquisition.

Depreciation and Depletion Expense

Depreciation and depletion expense for the six months ended June 30, 2025 was $61.6 million, a decrease of $9.6 million from $71.2 million for the six months ended June 30, 2024. The decrease in depreciation and depletion expense was due to the impairment that was recorded during the year ended December 31, 2024, which significantly reduced our net capitalized oil and natural gas properties, partially offset by the Boren Acquisition, which increased our net capitalized oil and natural gas properties.

Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of hydrocarbons extracted during such period, calculated on a units-of-production basis. Estimates of proved developed reserves are a major component in the calculation of depletion. Our average depletion rate per barrel was $13.34 for the six months ended June 30, 2025, a decrease of $1.79 per barrel from the $15.13 average depletion rate per barrel for the six months ended June 30, 2024. The decrease in the depletion rate was due to the impairment that was recorded during the year ended December 31, 2024, which significantly reduced our net capitalized oil and natural gas properties, partially offset by the Boren Acquisition, which increased our net capitalized oil and natural gas properties.

Impairment

We did not record an impairment on our oil and natural gas properties for the six months ended June 30, 2025. We recorded an impairment on our oil and natural gas properties of $6.0 million during the six months ended June 30, 2024, as a result of our full cost ceiling analysis. The impairment is primarily attributed to the decline in the 12-month average price of oil and natural gas.

Marketing and Other Deductions

Our marketing and other deductions include product marketing expense, which is a post-production expense. Marketing and other deductions for the six months ended June 30, 2025 was $7.5 million, a decrease of $0.9 million compared to $8.4 million for the six months ended June 30, 2024. The decrease in marketing and other deductions was primarily related to decrease in the average prices received for oil and NGLs, partially offset by an increase in the average prices received for natural gas for the six months ended June 30, 2025.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2025 were $19.2 million, a decrease of $0.5 million compared to $19.7 million for the six months ended June 30, 2024. Included within general and administrative expenses are non-cash expenses for unit-based compensation as a result of the amortization of restricted units that have been issued by us over various periods. The decrease in general and administrative expenses was primarily attributable to a decrease in unit-based compensation expense.

Interest Expense

Interest expense for the six months ended June 30, 2025 was $15.6 million, compared to $14.2 million for the six months ended June 30, 2024. The increase in interest expense was primarily due to an increase in the overall debt balance as a result of additional borrowings to complete the partial redemption of the Series A preferred units.

Income Tax Expense

We recorded an income tax expense of $3.3 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively.

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Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows from operations and equity and debt financings, and our primary uses of cash are for distributions to our unitholders and for growth capital expenditures, including the acquisition of mineral and royalty interests in oil and natural gas properties. On June 13, 2023, we entered into the A&R Credit Agreement (as defined below). On July 24, 2023, we entered into the First Amendment (as defined below) to the A&R Credit Agreement that, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations from $30.0 million to $50.0 million, and (ii) permit us to issue certain preferred equity interests. On December 8, 2023, we entered into the Second Amendment (as defined below) to the A&R Credit Agreement that, among other things, increase each of the borrowing base and aggregate elected commitments from $400.0 million to $550.0 million. On May 1, 2025, in connection with the recent redetermination, the Partnership entered into Amendment No. 3 (as defined below) to the A&R Credit Agreement that, among other things, increase each of the borrowing base and aggregate elected commitments from $550.0 million to $625.0 million. See “Indebtedness” below for further discussion of our secured revolving credit facility.

Cash Distribution Policy

The limited liability company agreement of the Operating Company requires it to distribute all of its cash on hand at the end of each quarter in an amount equal to its available cash for such quarter. In turn, our partnership agreement requires us to distribute all of our cash on hand at the end of each quarter in an amount equal to our available cash for such quarter. Available cash for each quarter will be determined by the Board of Directors following the end of such quarter. “Available cash,” as used in this context, is defined in our partnership agreement and in the limited liability company agreement of the Operating Company. We expect that the Operating Company’s available cash for each quarter will generally equal its Adjusted EBITDA for the quarter, less cash needed for debt service and other contractual obligations and fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate, and we expect that our available cash for each quarter will generally equal our Adjusted EBITDA for the quarter (and will be our proportional share of the available cash distributed by the Operating Company for that quarter), less cash needs for debt service and other contractual obligations, tax obligations, fixed charges and reserves for future operating or capital needs that the Board of Directors may determine is appropriate.

The Board of Directors approved the allocation of 25% of our cash available for distribution on common units for the second quarter of 2025 for the repayment of $13.6 million in outstanding borrowings under our secured revolving credit facility during its determination of “available cash” for the second quarter of 2025. With respect to future quarters, the Board of Directors intends to continue to allocate a portion of our cash available for distribution on common units to the repayment of outstanding borrowings under our secured revolving credit facility and may allocate such cash in other manners in which the Board of Directors determines to be appropriate at the time. The Board of Directors may further change its policy with respect to cash distributions in the future.

We do not currently maintain a material reserve of cash for the purpose of maintaining stability or growth in our quarterly distribution, nor do we intend to incur debt to pay quarterly distributions, although the Board of Directors may change this policy.

It is our intent, subject to market conditions, to finance acquisitions of mineral and royalty interests that increase our asset base largely through external sources, such as borrowings under our secured revolving credit facility and the issuance of equity and debt securities. For example, we completed the Boren Acquisition partially with net proceeds from the 2025 Equity Offering. The Board of Directors may choose to reserve a portion of cash generated from operations to finance such acquisitions as well. We do not currently intend to (i) maintain excess distribution coverage for the purpose of maintaining stability or growth in our quarterly distribution, (ii) otherwise reserve cash for distributions or (iii) incur debt to pay quarterly distributions, although the Board of Directors may do so if they believe it is warranted. See “Recent Developments—Quarterly Distributions” above for discussion of our second quarter 2025 distributions.

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Cash Flows

The table below presents our cash flows for the periods indicated.

Six Months Ended June 30, 

2025

   

2024

(In thousands)

Cash Flow Data:

Net cash provided by operating activities

$

126,474

$

131,929

Net cash used in investing activities

 

(223,291)

 

(131)

Net cash provided by (used in) financing activities

 

97,173

 

(131,846)

Net increase (decrease) in cash and cash equivalents

$

356

$

(48)

Operating Activities

Our operating cash flow is impacted by many variables, the most significant of which are changes in oil, natural gas and NGL production volumes due to acquisitions or other external factors and changes in prices for oil, natural gas and NGLs. Prices for these commodities are determined primarily by prevailing market conditions. Regional and worldwide economic activity, weather and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. Cash flows provided by operating activities for the six months ended June 30, 2025 were $126.5 million, a decrease of $5.4 million compared to $131.9 million for the six months ended June 30, 2024.

Investing Activities

Cash flows used in investing activities for the six months ended June 30, 2025 were $223.3 million compared to $0.1 million for the six months ended June 30, 2024. For the six months ended June 30, 2025, cash flows used in investing activities primarily related to the Boren Acquisition. For the six months ended June 30, 2024, cash flows used in investing activities included the purchase of equipment.

Financing Activities

Cash flows provided by financing activities were $97.2 million for the six months ended June 30, 2025 compared to $131.8 million of cash flows used in financing activities for the six months ended June 30, 2024. Cash flows provided by financing activities for the six months ended June 30, 2025 consists primarily of $163.6 million in proceeds from the 2025 Equity Offering and $254.1 million of additional borrowings under our secured revolving credit facility, partially offset by $179.9 million used to redeem a portion of the Series A preferred units, $103.6 million of distributions paid to holders of common units, OpCo common units, Series A preferred units and Class B units, $31.2 million used to repay borrowings under our secured revolving credit facility and $5.1 million of restricted units repurchased for tax withholding.

Cash flows used in financing activities for the six months ended June 30, 2024 consists primarily of $98.2 million of distributions paid to holders of common units, OpCo common units, Series A preferred units and Class B units, $33.4 million used to repay borrowings under our secured revolving credit facility, $4.9 million of restricted units repurchased for tax withholding and $0.3 million paid in connection with the redemption of Class B units, partially offset by $5.0 million of additional borrowings under our secured revolving credit facility.

Indebtedness

On June 13, 2023, we entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated our existing Credit Agreement, dated as of January 11, 2017 (as amended on July 12, 2018, December 8, 2020, June 7, 2022 and December 15, 2022). The A&R Credit Agreement provides for, among other things, (i) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $750.0 million, with an initial borrowing base of $400.0 million and an initial aggregate elected commitments amount of up to $400.0 million, including a sub-facility for the issuance of letters of credit of up to $10.0 million and (ii) an extension of the maturity date of the A&R Credit Agreement to June 7, 2027.

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On July 24, 2023, we entered into Amendment No. 1 (the “First Amendment”) to the A&R Credit Agreement. The First Amendment amends the A&R Credit Agreement to, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations from $30.0 million to $50.0 million and (ii) permit us to issue certain preferred equity interests.

On December 8, 2023, we entered into Amendment No. 2 (the “Second Amendment”) to the A&R Credit Agreement. The Second Amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $400.0 million to $550.0 million.

On May 1, 2025, in connection with the recent redetermination, the Partnership entered into Amendment No. 3 (the “Third Amendment”) to the A&R Credit Agreement. The amendment amends the A&R Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $550.0 million to $625.0 million.

For additional information on our secured revolving credit facility, please read Note 9―Long-Term Debt to the unaudited interim consolidated financial statements included in this Quarterly Report.

Tax Matters

Even though we are organized as a limited partnership under state law, we are treated as a corporation for United States federal income tax purposes. Accordingly, we are subject to United States federal income tax at regular corporate rates on our net taxable income. The non-controlling interest, which represents OpCo common unitholders’, are not subject to federal income taxes. We estimate that a portion of our quarterly distributions will constitute a non-taxable reduction to the tax basis of unitholders’ common units. The reduced tax basis will increase unitholders’ capital gain (or decrease unitholders’ capital loss) when unitholders sell their common units. We currently believe that the portion that constitutes dividends for U.S. federal income tax purposes will be considered qualified dividends, subject to holding period and certain other conditions, which are subject to a tax rate of 0%, 15% or 20% depending on the income level and tax filing status of a unitholder for 2024. Our estimates regarding treatment of our distributions are based on currently available information only and are subject to change, including with respect to prior quarters.

Distributions in excess of the amount taxable as dividend income will reduce a common unitholder’s tax basis in its common units or produce capital gain to the extent they exceed a common unitholder’s tax basis. Any reduced tax basis will increase a common unitholder’s capital gain when it sells its common units. Our estimates are the result of certain non-cash expenses (principally depletion) substantially offsetting our taxable income and tax “earnings and profits.” Our estimates of the tax treatment of earnings and distributions are based upon assumptions regarding the capital structure and earnings of the Operating Company, our capital structure and the amount of the earnings of the Operating Company allocated to us. Many factors may impact these estimates, including changes in drilling and production activity, commodity prices, future acquisitions or changes in the business, economic, regulatory, legislative, competitive or political environment in which we operate. These estimates are based on current tax law and tax reporting positions that we have adopted and with which the Internal Revenue Service could disagree. These estimates are not fact and should not be relied upon as being necessarily indicative of future results, and no assurances can be made regarding these estimates. You are encouraged to consult with your tax advisor on this matter.

New and Revised Financial Accounting Standards

The effects of new accounting pronouncements are discussed in Note 2—Summary of Significant Accounting Policies to our unaudited interim consolidated financial statements included elsewhere in this Quarterly Report.

Critical Accounting Policies and Related Estimates

There have been no substantial changes to our critical accounting policies and related estimates from those previously disclosed in our 2024 Form 10-K.

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Contractual Obligations and Off-Balance Sheet Arrangements

There have been no significant changes to our contractual obligations previously disclosed in our 2024 Form 10-K. As of June 30, 2025, we did not have any off-balance sheet arrangements. See Note 8—Leases to the unaudited interim consolidated financial statements for additional information regarding our operating leases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to the oil, natural gas and NGL production of our operators. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas production. Pricing for oil, natural gas and NGL production has been volatile and unpredictable for several years, and we expect commodity prices to be even more volatile in the future as a result of ongoing international supply and demand imbalances and limited international storage capacity. The prices that our operators receive for production depend on many factors outside of our or their control. To reduce the impact of fluctuations in oil and natural gas prices on our revenues, we entered into commodity derivative contracts to reduce our exposure to price volatility of oil and natural gas. The counterparties to the contracts are unrelated third parties.

Our commodity derivative contracts consist of fixed price swaps, under which we receive a fixed price for the contract and pay a floating market price to the counterparty over a specified period for a contracted volume.

Our oil fixed price swap transactions are settled based upon the average daily prices for the calendar month of the contract period, and our natural gas fixed price swap transactions are settled based upon the last day settlement of the first nearby month futures contract of the contract period. Settlement for oil derivative contracts occurs in the succeeding month and natural gas derivative contracts are settled in the production month.

Because we have not designated any of our derivative contracts as hedges for accounting purposes, changes in fair values of our derivative contracts will be recognized as gains and losses in current period earnings. As a result, our current period earnings may be significantly affected by changes in the fair value of our commodity derivative contracts. Changes in fair value are principally measured based on future prices as of period-end compared to the contract price. See Note 5—Derivatives to the unaudited interim consolidated financial statements in Item 1 of this Quarterly Report for additional information regarding our commodity derivatives.

Counterparty and Customer Credit Risk

Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. While we do not require our counterparties to our derivative contracts to post collateral, we do evaluate the credit standing of such counterparties as we deem appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. As of June 30, 2025, we had seven counterparties to our derivative contracts, which are also lenders under our secured revolving credit facility.

As an owner of mineral and royalty interests, we have no control over the volumes or method of sale of oil, natural gas and NGLs produced and sold from the underlying properties. It is believed that the loss of any single purchaser would not have a material adverse effect on our results of operations.

Interest Rate Risk

We will have exposure to changes in interest rates on our indebtedness. As of June 30, 2025, we had total borrowings outstanding under our secured revolving credit facility of $462.1 million. The impact of a 1% increase in the interest rate on this amount of debt could result in an increase in interest expense of approximately $4.6 million annually, assuming that our indebtedness remained constant throughout the year.

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Inflation

Inflation in the United States did not have a material impact on results of operations for the period from January 1, 2024 through June 30, 2025. However, inflation in wages and other costs has the potential to adversely affect our results of operations, cash flows and financial position by increasing our overall cost structure. In addition, the existence of inflation in the economy has the potential to result in higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of labor and other similar effects.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of the management of our General Partner, including our General Partner’s principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are defined as controls designed to ensure that the information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our General Partner’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our General Partner’s management, including its principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Partnership’s legal proceedings, see Note 16—Commitments and Contingencies to the unaudited interim consolidated financial statements included in Part I of this Quarterly Report and incorporated by reference herein.

Item 1A. Risk Factors

In addition to the risks and uncertainties discussed in this Quarterly Report, included in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations, you should carefully consider the risks set out under the heading “Risk Factors” in Part I, Item 1A. Risk Factors in our 2024 Form 10-K. These risk factors could materially affect our business, financial condition and results of operations. The volatility in the worldwide economy and oil and gas industry may make it more difficult to identify all the risks to our business, results of operations and financial condition and the ultimate impact of identified risks. Further, these risks are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition or results of operations.

Item 5. Other Information

Rule 10b5-1 Plans

During the period covered by this report, none of the Partnership’s directors or executive officers have adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Exchange Act).

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Item 6. Exhibits

Exhibit
Number

      

Description

3.1

Certificate of Limited Partnership of Kimbell Royalty Partners, LP (incorporated by reference to Exhibit 3.1 to Kimbell Royalty Partners, LP’s Registration Statement on Form S-1 (File No. 333-215458) filed on January 6, 2017)

3.2

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)

3.3

Certificate of Formation of Kimbell Royalty GP, LLC (incorporated by reference to Exhibit 3.3 to Kimbell Royalty Partners, LP’s Registration Statement on Form S-1 (File No. 333-215458) filed on January 6, 2017)

3.4

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)

10.1

Master Assignment Agreement and Amendment No. 3 to Amended and Restated Credit Agreement, dated as of May 1, 2025, by and among Kimbell Royalty Partners, LP, each of the guarantors party thereto, the several lenders from time to time parties thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Kimbell Royalty Partners, LP’s Current Report on Form 8-K filed on May 1, 2025)

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934

31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934

32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS*

Inline XBRL Instance Document —the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

—filed herewith

**

—furnished herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    

Kimbell Royalty Partners, LP

By:

Kimbell Royalty GP, LLC

its general partner

Date: August 7, 2025

By:

/s/ Robert D. Ravnaas

Name:

Robert D. Ravnaas

Title:

Chief Executive Officer and Chairman

Principal Executive Officer

Date: August 7, 2025

    

By:

/s/ R. Davis Ravnaas

Name:

R. Davis Ravnaas

Title:

President and Chief Financial Officer

Principal Financial Officer

37

FAQ

How did LAND's revenue perform in Q2 2025?

Lease revenue dropped 42% to $12.3 million due to recent property sales and held-for-sale assets.

What was Gladstone Land’s earnings per share?

Net loss attributable to common shareholders was -$0.38 per share for the quarter.

How much debt did Gladstone Land repay?

Total borrowings declined to $496.4 million, a $28.1 million reduction since year-end.

Why did cash increase this quarter?

Proceeds from selling seven farms added cash, lifting the balance to $30.5 million.

What gains were recognized from property sales?

YTD gains totaled $13.3 million—$14.1 million from Florida and $1.6 million from Nebraska farms.

What is the status of dividends?

Preferred dividends absorbed $6.0 million this quarter; common distributions exceeded operating cash flow.
Kimbell Royalty

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