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EnCap trims Kimbell Royalty (NYSE: KRP) holdings to 4.93%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

EnCap-affiliated funds have reduced their stake in Kimbell Royalty Partners, LP to below 5% of outstanding common units. Amendment No. 6 to the Schedule 13D is characterized as an exit filing, as EnCap Partners GP ceased to be the beneficial owner of more than 5% of the common units on April 2, 2026.

Through entities including MB Minerals, L.P., Sabalo Midland Basin, Inc., EnCap Energy Capital Legacy Fund VIII, L.P. and EnCap Energy Capital Fund IX, L.P., the EnCap entities are deemed to beneficially own 4,907,224 common units, representing approximately 4.93% of an assumed 99,559,213 common units outstanding. MB Minerals directly holds 2,658,422 OpCo Common Units and an equivalent number of Class B Units, which together are exchangeable on a one-for-one basis into common units.

Positive

  • None.

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Insights

EnCap’s Kimbell Royalty stake falls just under the 5% reporting threshold.

The filing shows EnCap-affiliated entities now beneficially own 4,907,224 Kimbell Royalty common units, or about 4.93% of an assumed 99,559,213 units outstanding. This converts a prior large-holder position into a sub-5% stake, triggering an "exit" Schedule 13D amendment.

Ownership is held through multiple entities, including MB Minerals’ 2,658,422 OpCo Common Units and equivalent Class B Units, which are exchangeable one-for-one into common units, plus 2,248,802 common units held by EnCap Energy Capital Legacy Fund VIII. The filing states EnCap Partners GP stopped being a more-than-5% owner on April 2, 2026, and expressly disclaims beneficial ownership beyond what Rule 13d-3 attributes.

MB Minerals exchangeable units 2,658,422 units OpCo Common Units and Class B Units exchangeable one-for-one into common units
EnCap Legacy Fund VIII holding 2,248,802 common units Beneficial ownership based on 94,189,995 common units outstanding
Total EnCap-related beneficial ownership 4,907,224 units Combined securities attributed to EnCap entities
EnCap ownership percentage 4.93% Portion of an assumed 99,559,213 common units outstanding
Common units outstanding baseline 94,189,995 common units Includes 793,507 units issued to directors and officers on February 24, 2026
Assumed combined units outstanding 99,559,213 common units Common units plus assumed exchange of 5,369,218 Class B Units held by MB Minerals
MB Minerals assumed exchangeable Class B Units 5,369,218 Class B Units As of February 20, 2026, assumed to convert one-for-one into common units
Total Class B Units outstanding 14,491,540 Class B Units Outstanding as of February 20, 2026, reported in the issuer’s Annual Report
beneficially own financial
"may be deemed to beneficially own all of the reported Securities"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Class B Units financial
"an equivalent number of Class B Units representing limited partner interests"
OpCo Common Units financial
"OpCo Common Units, Class B Units and Common Units are collectively referred"
Schedule 13D regulatory
"This Amendment No. 6 (this "Amendment") amends the filed with the Securities"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Section 13(d) of the Exchange Act regulatory
"for purposes of Section 13(d) of the Exchange Act, or for any other purpose"
exit filing financial
"the Reporting Persons are filing this as an exit filing"
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49435R102

(CUSIP Number)
Douglas E. Swanson, Jr.
EnCap Investments L.P., 9651 Katy Freeway, Suite 600
Houston, TX, 77024
(713) 659-6100


W. Matthew Strock
Vinson & Elkins L.L.P., 845 Texas Avenue, Suite 4700
Houston, TX, 77002
(713) 758-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/03/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - MB Minerals, L.P. ("MB Minerals") is the direct holder of 2,658,422 common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC, a Delaware limited liability company ("OpCo"), and an equivalent number of Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP, a Delaware limited partnership (the "Issuer"), which together are exchangeable for an equal number of common units representing limited partner interests ("Common Units") in the Issuer. Opco Common Units, Class B Units and Common Units are collectively referred to herein as "Securities." Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026 (the "Annual Report") and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.


SCHEDULE 13D




Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - Sabalo Midland Basin, Inc., a Delaware corporation ("Sabalo Midland Basin"), is the general partner of MB Minerals. MB Minerals directly holds 2,658,422 OpCo Common Units and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units in the Issuer. Therefore, Sabalo Midland Basin may be deemed to beneficially own all of the reported Securities that are deemed to be beneficially owned by MB Minerals. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.


SCHEDULE 13D




Comment for Type of Reporting Person:
Box 13 - This calculation is based on a total of 94,189,995 Common Units outstanding, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.


SCHEDULE 13D




Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - EnCap Energy Capital Fund IX, L.P., a Texas limited partnership ("EnCap Fund IX"), is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. MB Minerals directly holds 2,658,422 OpCo Common Units and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units in the Issuer. Therefore, EnCap Fund IX may be deemed to beneficially own all of the reported Securities that are deemed to be beneficially owned by MB Minerals. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.


SCHEDULE 13D




Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - Includes 2,248,802 Common Units that are held of record by EnCap Energy Capital Legacy Fund VIII, L.P. ("EnCap Legacy Fund VIII"), and 2,658,422 Class B Units (and an equivalent number of OpCo Common Units) that are held of record by MB Minerals. EnCap Partners GP is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, a Delaware limited liability company, which is the sole member of EnCap Investments GP, L.L.C., a Delaware limited liability company, which is the general partner of EnCap Investments L.P., which is the general partner of EnCap Equity Fund VIII GP, L.P. and EnCap Equity Fund IX GP, L.P., a Delaware Limited partnership, which are the sole general partners of EnCap Legacy Fund VIII and EnCap Fund IX, respectively. EnCap Fund IX is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, through its indirect ownership and management of EnCap Legacy Fund VIII and MB Minerals, may be deemed to share the right to direct the vote or disposition of the reported Securities. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Box 13 - This calculation is based on an assumed combined total of 99,559,213 Common Units outstanding. This assumed combined total outstanding consists of (a) a total of 94,189,995 Common Units, based on 793,507 Common Units issued to directors and officers of the Issuer on February 24, 2026, and 93,396,488 Common Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report and (b) assumes that all 5,369,218 Class B Units directly held by MB Minerals as of February 20, 2026 (along with an equivalent number of OpCo Common Units, but no other of the Class B Units or OpCo Common Units) were exchanged for newly-issued Common Units on a one-for-one basis. There were a total of 14,491,540 Class B Units outstanding as of February 20, 2026, as reported by the Issuer in its Annual Report.


SCHEDULE 13D


MB Minerals, L.P.
Signature:Sabalo Midland Basin, Inc.
Name/Title:General Partner
Date:04/03/2026
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Authorized Person
Date:04/03/2026
Sabalo Midland Basin, Inc.
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Authorized Person
Date:04/03/2026
EnCap Energy Capital Legacy Fund VIII, L.P.
Signature:EnCap Equity Fund VII GP, L.P.
Name/Title:General Partner
Date:04/03/2026
Signature:EnCap Investments L.P.
Name/Title:General Partner
Date:04/03/2026
Signature:EnCap Investments GP, L.L.C
Name/Title:General Partner
Date:04/03/2026
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Managing Partner
Date:04/03/2026
EnCap Energy Capital Fund IX, L.P.
Signature:EnCap Equity Fund IX GP, L.P.
Name/Title:General Partner
Date:04/03/2026
Signature:EnCap Investments L.P.
Name/Title:General Partner
Date:04/03/2026
Signature:EnCap Investments GP, L.L.C
Name/Title:General Partner
Date:04/03/2026
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Managing Partner
Date:04/03/2026
EnCap Partners GP, LLC
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Managing Partner
Date:04/03/2026

FAQ

What stake do EnCap entities currently hold in Kimbell Royalty Partners (KRP)?

EnCap-affiliated entities are deemed to beneficially own 4,907,224 common units of Kimbell Royalty Partners, LP, representing about 4.93% of an assumed 99,559,213 common units outstanding. This reflects combined holdings through MB Minerals and EnCap Energy Capital Legacy Fund VIII.

Why did EnCap Partners GP file Amendment No. 6 to Schedule 13D for KRP?

Amendment No. 6 was filed because EnCap Partners GP is no longer the beneficial owner of more than 5% of Kimbell Royalty’s common units. The document is characterized as an exit filing, reflecting a reduction in EnCap’s reportable ownership position below the 5% threshold.

When did EnCap Partners GP fall below 5% ownership in Kimbell Royalty Partners (KRP)?

EnCap Partners GP ceased to be the beneficial owner of more than 5% of Kimbell Royalty Partners’ common units on April 2, 2026. That date is disclosed in the filing and marks the point at which EnCap’s combined stake dropped under the Schedule 13D reporting threshold.

How many Kimbell Royalty units are held by MB Minerals, L.P. according to this filing?

MB Minerals, L.P. directly holds 2,658,422 OpCo Common Units and an equivalent 2,658,422 Class B Units. Together, these securities are exchangeable for 2,658,422 common units of Kimbell Royalty Partners, LP on a one-for-one basis under the terms described in the filing.

What portion of Kimbell Royalty Partners (KRP) does EnCap Energy Capital Legacy Fund VIII own?

EnCap Energy Capital Legacy Fund VIII, L.P. is reported as holding 2,248,802 common units of Kimbell Royalty Partners. Based on 94,189,995 common units outstanding, this position represents approximately 2.39% of Kimbell’s outstanding common units, as calculated in the document.

How is the 4.93% ownership figure for EnCap entities in KRP calculated?

The 4.93% figure is based on 4,907,224 securities held by EnCap entities and an assumed 99,559,213 common units outstanding. That total includes 94,189,995 common units plus 5,369,218 Class B Units of MB Minerals assumed exchanged one-for-one into newly issued common units.