Kimbell Royalty Partners (NYSE: KRP) Extends Credit Maturity to 2030 Debt

Rhea-AI Filing Summary

Kimbell Royalty Partners, LP entered into a Second Amended and Restated Credit Agreement providing a senior secured reserve-based revolving credit facility of up to $1,500,000,000. The facility has an initial borrowing base and elected commitments of $625.0 million, includes a $10,000,000 letter of credit sub-facility, and extends the maturity to December 16, 2030, with an earlier May 3, 2030 maturity possible if specified preferred equity, liquidity and leverage conditions are triggered.

The facility bears interest at either SOFR plus a margin of 2.50%–3.50% or a base rate plus 1.50%–2.50%, depending on borrowing base utilization, and carries a 0.375%–0.50% commitment fee on unused commitments. It is guaranteed by key subsidiaries and secured by substantially all assets, including oil and gas properties, with borrowing base redeterminations twice a year starting around May 1, 2026. The agreement includes financial covenants capping the Debt to EBITDAX Ratio at 3.5 to 1.0 and requiring a current ratio of at least 1.0 to 1.0, along with mandatory prepayments from excess cash and customary events of default that could allow lenders to accelerate repayment.

Insights

Credit & Capital Markets Analyst

New $1.5B reserve-based facility extends maturity while tightening leverage, liquidity and borrowing base terms for Kimbell Royalty Partners.

The partnership has put in place a senior secured reserve-based revolving credit facility with a maximum principal amount of $1,500,000,000, an initial borrowing base of $625.0 million and the same amount of elected commitments. The maturity date is extended to December 16, 2030, but may spring back to May 3, 2030 if Permitted Preferred Units remain outstanding and tests on Liquidity, the Debt to EBITDAX Ratio above 3.00x, or a Borrowing Base Deficiency are met after any put right is exercised.

Pricing is tied to borrowing base utilization, with interest at SOFR plus a margin ranging from 2.50% to 3.50%, or a base rate plus 1.50% to 2.50%, plus a commitment fee of 0.375% to 0.50% on unused commitments. The facility is guaranteed by material subsidiaries and secured by substantially all assets, including mortgages on at least 75% of the PV-9 value of proved reserves that form the borrowing base, and the borrowing base will be redetermined twice yearly starting around May 1, 2026.

Covenants require a Debt to EBITDAX Ratio not greater than 3.5 to 1.0 and a current ratio of at least 1.0 to 1.0 each quarter-end, and excess Cash Balance above $50.0 million and 10% of the Loan Limit must be applied weekly to prepay loans if not otherwise reduced. These terms, along with customary limitations on additional debt, liens, asset sales and restricted payments, and the ability of lenders to accelerate all amounts if covenants are breached (subject to cure rights), frame how much liquidity Kimbell can access and the discipline it must maintain under this facility.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 16, 2025

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Delaware		1-38005		47-5505475
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

777 Taylor Street, Suite 810 Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

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

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class:	Trading symbol(s):	Name of each exchange on which registered:
Common Units Representing Limited Partnership Interests	KRP	New York Stock Exchange

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

Emerging growth company           ¨

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.      ¨

Item 1.01. Entry into a Material Definitive Agreement.

On December 16, 2025, Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”), which amended and restated the Partnership’s existing Amended and Restated Credit Agreement, dated as of June 13, 2023 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 2023, by Amendment No. 2 to Amended and Restated Credit Agreement, dated as of December 8, 2023, and by Amendment No. 3 to Amended and Restated Credit Agreement, dated as of May 1, 2025), by and among the Partnership, as borrower, certain subsidiaries of the Partnership, as guarantors, the several lenders party thereto (the “Lenders”) and Citibank, N.A., as administrative agent.

The Second A&R Credit Agreement provides for, among other things, (a) a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $1,500,000,000 (the “Facility”) with an initial borrowing base of $625.0 million and an initial aggregate elected commitments amount of up to $625.0 million, including a sub-facility for the issuance of letters of credit of up to $10,000,000, and (b) an extension of the maturity date of the Second A&R Credit Agreement to December 16, 2030 (provided, that if (i) any Permitted Preferred Units (as defined in the Second A&R Credit Agreement) that were outstanding on December 16, 2025 remain outstanding on May 3, 2030, and (ii) Liquidity (as defined in the Second A&R Credit Agreement) would be less than 10% of the Loan Limit (as defined in the Second A&R Credit Agreement), or the Debt to EBITDAX Ratio (as defined in the Second A&R Credit Agreement) would be greater than 3.00x, or any Borrowing Base Deficiency (as defined in the Second A&R Credit Agreement) would exist (in each case immediately after giving pro forma effect to the exercise of any put right in respect of such Permitted Preferred Units), the maturity date shall be May 3, 2030).

The Facility bears interest at a rate equal to, at the Partnership’s election, either (a) the Secured Overnight Financing Rate (as defined in the Second A&R Credit Agreement) plus an applicable margin that varies from 2.50% to 3.50% per annum or (b) a base rate plus an applicable margin that varies from 1.50% to 2.50% per annum, based on borrowing base utilization.

The Facility is guaranteed by certain of the Partnership’s material subsidiaries and is collateralized by substantially all assets, including the oil and natural gas properties of such subsidiaries, including mortgages on at least 75% of the PV-9 of the proved reserves constituting borrowing base properties as set forth on the Partnership’s most recent reserve report. The borrowing base will be based on the value of the Partnership’s and certain of its material subsidiaries’ oil and natural gas properties. The borrowing base will be redetermined semi-annually on or about May 1 and November 1 of each year by the Lenders, with one interim unscheduled redetermination available to each of the Partnership and a group of certain Lenders between scheduled redeterminations during each calendar year. The first scheduled redetermination will be on or around May 1, 2026.

Customary borrowing base reductions and mandatory prepayments are required under the Second A&R Credit Agreement in connection with certain sales of certain types of borrowing base properties, sales of equity interests in guarantor subsidiaries owning such properties, certain debt issuances or certain types of swap terminations. In addition, Cash Balance (as defined in the Second A&R Credit Agreement) above $50.0 million and 10% of the Loan Limit is required to be applied weekly to prepay loans (without a commitment reduction) if not otherwise reduced to zero in a manner permitted by the Second A&R Credit Agreement.

The Partnership is required to pay a commitment fee that varies from 0.375% to of 0.50% per annum on the average daily unused portion of the current aggregate commitments under the Facility. The Partnership is also required to pay customary letter of credit and fronting fees.

The Second 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, calculated at the end of each fiscal quarter.

The Second 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 Second 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 Second A&R Credit Agreement, the Lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the Second A&R Credit Agreement and any outstanding unfunded commitments may be terminated.

The foregoing description of the Second A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Second A&R Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
10.1		Second Amended and Restated Credit Agreement, dated as of December 16, 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.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURE

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

	KIMBELL ROYALTY PARTNERS, LP
	By:	Kimbell Royalty GP, LLC,
		its general partner
	By:	/s/ Matthew S. Daly
		Matthew S. Daly
		Chief Operating Officer
Date: December 16, 2025

FAQ

What did Kimbell Royalty Partners (KRP) do in this report?

Kimbell Royalty Partners, LP entered into a Second Amended and Restated Credit Agreement that establishes a new senior secured reserve-based revolving credit facility and replaces its prior credit agreement.

How large is Kimbell Royalty Partners' new credit facility?

The agreement provides for a senior secured reserve-based revolving credit facility with a maximum principal amount of up to $1,500,000,000, an initial borrowing base of $625.0 million, and initial aggregate elected commitments of $625.0 million, including a letter of credit sub-facility of up to $10,000,000.

When does the new KRP credit facility mature and what could change that date?

The stated maturity date is December 16, 2030. However, if any Permitted Preferred Units outstanding on December 16, 2025 remain outstanding on May 3, 2030 and, after giving pro forma effect to any related put right, Liquidity is less than 10% of the Loan Limit, or the Debt to EBITDAX Ratio is greater than 3.00x, or a Borrowing Base Deficiency exists, the maturity date becomes May 3, 2030.

What interest rates apply to Kimbell Royalty Partners' new facility?

Borrowings bear interest, at Kimbell’s election, at either the Secured Overnight Financing Rate plus a margin ranging from 2.50% to 3.50% per year, or a base rate plus a margin from 1.50% to 2.50% per year, with the margin based on borrowing base utilization.

What key financial covenants are included in KRP's Second Amended and Restated Credit Agreement?

The agreement requires a Debt to EBITDAX Ratio of not more than 3.5 to 1.0 and a ratio of current assets to current liabilities of not less than 1.0 to 1.0 as of the last day of each fiscal quarter.

What secures Kimbell Royalty Partners' new credit facility?

The facility is guaranteed by certain material subsidiaries and is collateralized by substantially all assets, including their oil and natural gas properties, with mortgages on at least 75% of the PV-9 of proved reserves that constitute borrowing base properties.

What happens if Kimbell Royalty Partners breaches covenants under the new credit agreement?

If Kimbell does not comply with the financial and other covenants, the lenders may, subject to customary cure rights, require immediate payment of all amounts outstanding under the agreement and terminate any outstanding unfunded commitments.