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EnCap entities (NYSE: KRP) disclose 6.27% ownership in Kimbell Royalty

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

Rhea-AI Filing Summary

EnCap-affiliated entities filed Amendment No. 5 to update their beneficial ownership in Kimbell Royalty Partners, LP. They report beneficial ownership of 6,242,443 securities, representing about 6.27% of KRP common units.

This includes 2,860,686 common units held by EnCap Energy Capital Legacy Fund VIII and 3,381,757 OpCo Common Units and an equivalent number of Class B units held by MB Minerals, which together are exchangeable into the same number of common units. The 6.27% figure is based on an assumed 99,559,213 common units outstanding, reflecting recent issuances and a full exchange of MB Minerals’ Class B units. The EnCap entities state they share voting and dispositive power over these securities and expressly disclaim beneficial ownership beyond what is required under Section 13(d).

Positive

  • None.

Negative

  • None.





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)
03/06/2026

(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).






SCHEDULE 13D




Comment for Type of Reporting Person:
Boxes 8, 10 and 11 - MB Minerals, L.P. ("MB Minerals") is the direct holder of 3,381,757 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 Kimball 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 3,381,757 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 3,381,757 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 2,860,686 Common Units that are held of record by EnCap Energy Capital Legacy Fund VIII, L.P. ("EnCap Legacy Fund VIII"), and 3,381,757 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:03/09/2026
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Authorized Person
Date:03/09/2026
Sabalo Midland Basin, Inc.
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Authorized Person
Date:03/09/2026
EnCap Energy Capital Legacy Fund VIII, L.P.
Signature:EnCap Equity Fund VII GP, L.P.
Name/Title:General Partner
Date:03/09/2026
Signature:EnCap Investments L.P.
Name/Title:General Partner
Date:03/09/2026
Signature:EnCap Investments GP, L.L.C.
Name/Title:General Partner
Date:03/09/2026
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Managing Partner
Date:03/09/2026
EnCap Energy Capital Fund IX, L.P.
Signature:EnCap Equity Fund IX GP, L.P.
Name/Title:General Partner
Date:03/09/2026
Signature:EnCap Investments L.P.
Name/Title:General Partner
Date:03/09/2026
Signature:EnCap Investments GP, L.L.C.
Name/Title:General Partner
Date:03/09/2026
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Managing Partner
Date:03/09/2026
EnCap Partners GP, LLC
Signature:/s/ Douglas E. Swanson
Name/Title:Douglas E. Swanson/Managing Partner
Date:03/09/2026

FAQ

What does EnCap report in Amendment No. 5 to its Schedule 13D for KRP?

EnCap-affiliated entities report beneficial ownership of 6.27% of Kimbell Royalty Partners, LP common units. This reflects 6,242,443 securities held through EnCap Energy Capital Legacy Fund VIII and MB Minerals, using an assumed total of 99,559,213 common units outstanding.

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

MB Minerals, L.P. directly holds 3,381,757 OpCo Common Units and an equivalent number of Class B units. Together these interests are exchangeable on a one-for-one basis into 3,381,757 common units of Kimbell Royalty Partners, LP, forming part of EnCap’s reported stake.

What portion of KRP does EnCap Energy Capital Legacy Fund VIII, L.P. own?

EnCap Energy Capital Legacy Fund VIII, L.P. holds 2,860,686 common units of Kimbell Royalty Partners, LP. Based on 94,189,995 common units outstanding, this position represents 3.04% of the class, as calculated using figures from the issuer’s Form 10-K and subsequent unit issuance.

How is the 6.27% beneficial ownership in KRP calculated for EnCap entities?

The 6.27% beneficial ownership is based on an assumed 99,559,213 common units outstanding. This total combines 94,189,995 currently outstanding common units with a full exchange of 5,369,218 Class B units held by MB Minerals into newly issued common units on a one-for-one basis.

Did the EnCap reporting persons trade KRP units in the last 60 days?

The reporting persons state that, except as set forth in this Schedule 13D amendment, neither they nor their listed directors, officers, or control persons have effected any transaction in Kimbell Royalty Partners common units during the past 60 days, indicating no additional disclosed trading activity.

Do EnCap entities admit full beneficial ownership of all reported KRP securities?

No. The EnCap entities expressly disclaim beneficial ownership of the securities beyond what may be deemed under Section 13(d). They note that the structure of funds and partnerships may cause them to be deemed owners, but this filing is not an admission of ultimate ownership.
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