MACH NATURAL RESOURCES LP

We do not directly employ directors, officers or employees; instead, all of the employees that conduct our business are either employed by Mach Resources or its subsidiaries. We depend on Mach Resources and such employees to provide us and our General Partner with services necessary to operate our business. The management, maintenance and operational functions of our business are currently provided by Mach Resources pursuant to the MSA. The MSA provides that we will reimburse Mach Resources for the direct and indirect costs associated with such services and pay an annual management fee of approximately $7.4 million. Neither our General Partner nor the Sponsor currently receive any management fee or other compensation with respect to the management of our business; however, to the extent they did provide services in the future, they would be entitled to reimbursement under the partnership agreement. Our partnership agreement does not set a limit on the amount of expenses for which our General Partner and its affiliates may be reimbursed. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our General Partner by its affiliates. Our partnership agreement provides that our General Partner will determine the expenses that are allocable to us. The reimbursement of expenses to our General Partner and its affiliates will reduce the amount of cash available for distribution to our unitholders. During the year ended December 31, 2024, we paid $112.9 million to Mach Resources, which consists of $7.4 million for an annual management fee and $105.5 million for reimbursements of its costs and expenses under the Predecessor MSA and the MSAs in effect between Mach Resources, on the one hand, and each of BCE-Mach and BCE-Mach II, on the other hand, prior to the Offering.

For a description of our other relationships with our affiliates, please read “Certain Relationships and Related Party Transactions and Director Independence” included in Item 13 of Part III of this Annual Report. Although all of the employees that conduct our business are employed by Mach Resources, we sometimes refer to these individuals in this Annual Report as our employees.

Emerging Growth Company Status

We are currently considered an “emerging growth company,” within the meaning of the Securities Act, for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Furthermore, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer during 2024 and our next two most highly compensated executive officers at the end of 2024. Accordingly, our “Named Executive Officers” for 2024 are:

1. Mr. Reineke resigned from the Company in April of 2024.

2024 Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal year ended December 31, 2024.

Narrative Disclosure to Summary Compensation Table

No Employment Agreements and/or Offer Letters

We have not entered into any employment agreement, offer letter or similar employment contract with any of our Named Executive Officers.

Base Salary

Each Named Executive Officer’s base salary is a fixed component of compensation for performing specific job duties and functions. Base salaries are generally set at levels deemed necessary to attract and retain individuals with superior talent commensurate with their relative expertise and experience. Mr. Reel’s base salary increased from $347,875 to $365,269 in March 2024.

Annual Bonuses

Annual cash bonuses are used to motivate and reward our executives and other employees. The annual bonuses paid to our Named Executive Officers (other than Mr. Ward) are discretionary bonuses determined by Mr. Ward and the Compensation Committee, and not linked to any performance metrics of the Company or otherwise. Mr. Ward historically has not been considered for annual bonuses and, accordingly, Mr. Ward did not receive an annual bonus in 2024, 2023 or 2022. The target annual bonus opportunity for each of our Named Executive Officers (other than Mr. Ward) is not memorialized in any written plan. Payments of annual bonuses are typically divided into two installments, with bonuses becoming payable in July and January of the respective year, in each case, subject to continued employment or service through the applicable payment dates.

Equity Incentives

2023 Long-Term Incentive Plan

In connection with the consummation of the Offering, the Board adopted a long-term incentive plan (the “Long-Term Incentive Plan”) in which our Named Executive Officers, employees, consultants and directors are eligible to participate. The Long-Term Incentive Plan provides for the grant of cash awards, options to purchase common units of the Company, unit appreciation rights, restricted units, phantom units (“Award Units”), unit awards, distribution equivalent rights

(“DERs”) and other unit-based awards intended to align the interests of service providers, including our Named Executive Officers, with those of our unitholders. The Long-Term Incentive Plan is filed herewith as Exhibit 10.1.

In connection with the consummation of the Offering, we granted certain time-based vesting awards (“Time-Based Phantom Units”) under the Long-Term Incentive Plan. The Time-Based Phantom Units granted to our Named Executive Officers were comprised of Award Units, each of which was issued in tandem with a corresponding DER, which entitles the Named Executive Officer to receive a cash payment equal to the total distributions paid by the Company in respect of a common unit during the time the corresponding Time-Based Phantom Unit is outstanding. The Time-Based Phantom Units vest ratably on each of the first three anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment through the applicable vesting date, and a Time-Based Phantom Unit’s corresponding DER vests at the same time the Time-Based Phantom Unit vests. The Time-Based Phantom Units (and their corresponding DERs) held by the Named Executive Officers are subject to accelerated vesting in certain circumstances as discussed under “Additional Narrative Disclosure — Potential Payments Upon Termination or Change in Control.”

In May 2024, the Company awarded a target number of performance based Award Units (“Performance Phantom Units”) to Messrs. White and Reel under the Long-Term Incentive Plan, as follows: 31,758 to Mr. White and 14,590 to Mr. Reel. The number of shares of common units issued pursuant to each Performance Phantom Unit award agreement will be from 0% to 200% of the target number of Performance Phantom Units thereunder based on a combination of the Company's (i) total shareholder return (“TSR”), (ii) relative total shareholder return (“RTSR”) compared to the TSR of the companies in the Company’s designated peer group, and (iii) total recordable incident rate (“TRIR”), in each case, for the applicable performance period. The Performance Phantom Unit awards are broken into two categories: long-term performance units (which constitute 50% of the target Performance Phantom Units subject to an award), which have a three year performance period, and short-term performance units (which constitute the remaining 50% of the target Performance Phantom Units subject to an award), which are broken into three substantially equal tranches with separate one-year performance periods. Performance Phantom Units vest based on the achievement of the applicable performance metrics at the end of the applicable performance period, subject generally to the applicable executive officer’s continued employment through such performance period. Within 60 days following the vesting of a Performance Phantom Unit, the executive officer will receive a common unit of the Company. Each Performance Phantom Unit was granted with a corresponding DER. The Performance Phantom Units (and their corresponding DERs) held by the Named Executive Officers are subject to accelerated vesting in certain circumstances as discussed under “Additional Narrative Disclosure — Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table sets forth information regarding all outstanding equity incentive awards held by each of our Named Executive Officers as of December 31, 2024.

Additional Narrative Disclosure

Retirement Benefits

We do not have a defined benefit pension plan or nonqualified deferred compensation plan. We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Code, pursuant to which employees, including the Named Executive Officers, can make voluntary pre-tax contributions. We match 100% of elective deferrals up to 10% of salary for our Named Executive Officers. Our employer matching contributions vest in equal, annual installments on the first four anniversaries of a participant’s commencement of service, and our Named Executive Officers are 100% vested in employer matching contributions. All contributions under the retirement plan are subject to certain annual dollar limitations, which are periodically adjusted for changes in the cost of living.

Potential Payments Upon Termination or Change in Control

Executive Severance Plan

In May 2024, the Board adopted the Mach Natural Resources LP Executive Change in Control and Severance Plan (the “Executive Severance Plan”) and designated Mr. Ward as a “Tier 1 Executive” and each of Messrs. White and Reel as a “Tier 2 Executive” thereunder. Upon a Qualifying Termination that occurs outside of the period commencing on the date on which a “Change in Control” (as defined in the Long-Term Incentive Plan) is consummated and ending on the 12-month anniversary of the date on which such Change in Control is consummated (the “Change in Control Protection Period”), so long as the participating executive executes and does not revoke a general release of claims (the “Release Requirement”) and continues to abide by the restrictive covenants in the Executive Severance Plan, the participating executive will be entitled to receive (i) a cash severance payment equal to (a) for a Tier 1 Executive, such executive’s annual base salary, and (b) for a Tier 2 Executive, five weeks of such executive’s base salary for each full year of employment or service with the Company, the General Partner and each of their direct and indirect past, present and future subsidiaries (the “Partnership

Group”), with a minimum of five weeks of such executive’s base salary and a maximum of fifty-two (52) weeks of such executive’s base salary, in each case, payable in a lump sum on the Company’s first regularly scheduled pay date on or after the date that is 60 days after such executive’s termination date, and (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding such executive’s termination, payable on the otherwise applicable payment date (the “Prior Year Bonus”).

Upon the Qualifying Termination of a participating executive that occurs during a Change of Control Protection Period, so long as the executive satisfies the Release Requirement and continues to abide by the restrictive covenants in the Executive Severance Plan, the participating executive will be entitled to receive (i) the Prior Year Bonus, and (ii) a cash severance payment equal to the sum of the following amounts, payable in a lump sum no later than 60 days after the executive’s date of termination: (a) an amount equal to the product of (I) 2.5 (for a Tier 1 Executive) or 1.5 (for a Tier 2 Executive) and (II) the sum of the executive’s (A) annual base salary and (B) target annual bonus, (b) a pro-rated portion of the executive’s target annual bonus, and (c) an amount equal to the product of (I) 12 and (II) the monthly amount of the Company’s contribution to the premiums for such executive’s group health plan coverage (including coverage for such executive’s spouse and eligible dependents). Outstanding equity incentive awards held by such participating executive would be treated in accordance with the terms and conditions of the applicable award agreement and, as applicable, the Long-Term Incentive Plan. The Executive Severance Plan generally supersedes the severance entitlements, if any, provided to any participating executives under any prior agreements, plans or arrangements.

Under the Executive Severance Plan, “Qualifying Termination” generally means the termination of a participating executive’s employment (i) by any member of the Partnership Group without Cause (as defined in the Long-Term Incentive Plana and summarized below), which does not include a termination due to death or disability, or (ii) due to a participating executive’s resignation for Good Reason.

Under the Severance Plan, “Good Reason” is generally defined to mean (subject to customary notice and cure provisions): (i) a material diminution in title, position or duties; (ii) a material reduction in base salary or target annual bonus opportunity (provided that a reduction in the base salary or target annual bonus opportunity that occurs in connection with an across-the-board base salary or target bonus opportunity reduction affecting all other members of the management team of the Company on a proportionate basis will not constitute Good Reason); (iii) relocation of the employee’s primary office location by more than 50 miles; or (iv) any material breach by the Company, the General Partner or one of their affiliates of the Executive Severance Plan.

Time-Based Phantom Unit Grant Agreements

Under the applicable Time-Based Phantom Unit grant agreements with each of the Named Executive Officers, if a Named Executive Officer is terminated by our General Partner or one of its affiliates (including the Company) without “Cause” (as defined below) or the Named Executive Officer resigns for “Good Reason” (as defined below) within the two-year period beginning on the occurrence of a “Change in Control” (as defined in the Long-Term Incentive Plan), then all unvested and outstanding Time-Based Phantom Unit (and all DERs corresponding to such Time-Based Phantom Unit) will vest in full as of such termination. In addition, the vesting of the Time-Based Phantom Unit may be accelerated in the discretion of the Board’s compensation committee within the 30 days following certain terminations of the Named Executive Officers.

Under the Long-Term Incentive Plan, “Cause” is generally defined to mean (subject to notice and cure provisions for clauses (iii), (iv) and (v)): (i) conviction of, or plea of guilty ornolo contendereto, any felony or any crime involving theft, embezzlement, dishonesty or moral turpitude; (ii) any act constituting theft, embezzlement, fraud or similar conduct in the performance of the employee’s duties with respect to the Company, the General Partner or one of their affiliates; (iii) any act constituting willful misconduct, deliberate malfeasance or gross negligence in the performance of the employee’s duties with respect to the Company, the General Partner or one of their affiliates; (iv) willful and continued failure to perform any of the employee’s duties; or (v) any material breach by the employee of the Long-Term Incentive Plan, any award agreement thereunder or any other agreement between the employee and the Company, the General Partner or one of their affiliates.

For purposes of the Time-Based Phantom Unit grant agreements with our Named Executive Officers, “Good Reason” is generally defined to mean (subject to customary notice and cure provisions): (i) a material diminution in title, position or duties; (ii) a material reduction in any component of the employee’s compensation (provided that, for clarity, a reduction in the fair market value of any common units or other equity securities granted as compensation to the employee will not be considered to be a reduction in compensation); (iii) relocation of the employee’s primary office location by more than 50 miles; or (iv) any material breach by the Company, the General Partner or one of their affiliates of any agreement between the employee, on the one hand, and the Company, the General Partner or one of their affiliates, on the other hand, in each case, unless mutually agreed in writing.

Performance Phantom Unit Grant Agreements

Under the applicable Performance Phantom Unit grant agreements with our Named Executive Officers, if a Named Executive Officer incurs a Qualifying Termination outside of a Change in Control Retention Period (as such terms are defined in the Executive Severance Plan and summarized above), subject to the Release Requirement, a pro-rata portion of the outstanding Performance Phantom Units may become earned as of the end of the applicable performance period. Such pro-rata portion will be equal to (A) the number of Performance Phantom Units that would have been earned at the end of the applicable performance period based on actual performance, multiplied by (B) a fraction, the numerator of which is the number of days in the applicable performance period that the Named Executive Officer remained in continuous employment or service with the Company, the General Partner or an any of their respective affiliates and the denominator of which is the number of days in the applicable performance period.

Upon a Change in Control, if the applicable Performance Phantom Unit grant agreement is not assumed by the successor or survivor entity, any outstanding and unearned Performance Phantom Units thereunder will be deemed earned (A) if the applicable performance period has commenced, at the greater of target performance and actual performance as of the effective date of the Change in Control (determined as though the applicable performance period ends early on the effective date of the Change in Control (“Actual Performance”)), and (B) if the applicable performance period has not commenced, at target performance. If the applicable Performance Phantom Unit grant agreement is assumed by the successor or survivor entity in connection with a Change in Control, and the Named Executive Officer subsequently incurs a Qualifying Termination during the Change in Control Protection Period (as such terms are defined in the Executive Severance Plan and summarized above), any outstanding and unearned Performance Phantom Units will be deemed earned (A) if the applicable performance period has commenced as of the effective date of the Change in Control, at the greater of target performance and Actual Performance, and (B) if the applicable performance period has not commenced as of the effective date of the Change in Control, at target performance, in each case, subject to the Release Requirement.

Reineke Agreement

Mr. Reineke resigned from the Company in April of 2024. In May 2024, in recognition of his contributions to the growth and success of the Company, the General Partner and Mach Resources entered into an agreement with Mr. Reineke (the “Reineke Agreement”) providing for (i) a lump sum payment to Mr. Reineke of $760,000, less applicable taxes and withholding, and (ii) accelerated vesting of all of Mr. Reineke’s 68,755 outstanding Time-Based Phantom Units under the Long-Term Incentive Plan (collectively, the “Benefits”). As consideration for the Benefits, Mr. Reineke agreed to a comprehensive release of claims in favor of the General Partner, Mach Resources LLC and their respective affiliates. Mr. Reineke also agreed to be bound by restrictive covenants concerning confidential information, non-disparagement and non-solicitation of customers and employees.

Non-Employee Director Compensation

The Board has adopted a compensation program for our non-employee directors, or the “Non-Employee Director Compensation Policy.” The Non-Employee Director Compensation Policy became effective as of October 27, 2023. Pursuant to the Non-Director Compensation Policy, each member of the Board who is not our employee will receive the following cash compensation for board services, as applicable:

a.$75,000 per year for service as a board member; and

b. an additional $25,000 per year for service as chairperson of the Audit Committee or Compensation Committee.

In addition, pursuant to the Non-Employee Director Compensation Policy, annually, on a date determined by the Board, each individual who serves as a non-employee director as of such date will receive grants of Award Units with a grant date value equal to approximately $150,000 and, for each such Award Unit, a corresponding DER, which entitles the director to receive a cash payment equal to the total distributions paid by the Company in respect of a common unit during the time the corresponding Award Unit is outstanding. The Award Units (and their corresponding DERs) will vest on the earlier of (i) the first anniversary of the date of grant and (ii) a Change in Control (as defined in the Long-Term Incentive Plan), in each case, subject to such director’s continuing service on the Board through such date or Change in Control, as applicable. Our Non-Employee Director Compensation Policy provides that the Award Units and corresponding DERs will be granted under and will be subject to the terms and provisions of the Long-Term Incentive Plan and will be granted subject to the execution and delivery of award agreements.

Director Compensation Table

The following table summarizes the compensation awarded or paid to certain non-employee members of the Board for the fiscal year ended December 31, 2024. For summary information on the provision of the plans and programs, refer to the “Non-Employee Director Compensation” discussion immediately preceding this table.