MACH NATURAL RESOURCES LP
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 13, 2025
MNR$9.12-0.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a) Financial statements and financial statement schedules filed as part of this Annual Report are listed in the index included in Item 8 of Part II of this Annual Report. All valuation and qualifying accounts schedules have been omitted because they are either not material, not required, not applicable or the information required to be presented is included in our combined and consolidated financial statements and related notes.
(b) Exhibits. The following is a list of exhibits required to be filed as a part of this Annual Report in Item 15(b).
| Exhibit Number | Description |
|---|---|
| 2.1*† | Purchase and Sale Agreement, dated as of November 10, 2023, by and among Excalibur Resources, LLC, Travis Peak Resources, LLC, Paloma Partners IV, LLC and TPR Mid-Continent, LLC, as sellers, and Mach Natural Resources LP, as buyer (incorporated by reference to Exhibit 2.1 of the Partnership’s Form 8-K filed on November 13, 2023). |
| 3.1* | Certificate of Limited Partnership of Mach Natural Resources LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Form S-1 filed on September 22, 2023). |
| 3.2* | Amended and Restated Agreement of Limited Partnership of Mach Natural Resources LP (incorporated by reference to Exhibit 3.1 of the Partnership’s Form 8-K filed on October 27, 2023). |
| 3.3* | Amended and Restated Limited Liability Company Agreement of the General Partner (incorporated by reference to Exhibit 3.3 of the Partnership’s Form 10-Q filed on December 7, 2023). |
| 3.4* | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of the Partnership (incorporated by reference to Exhibit 3.1 to the Partnership’s Form 8-K filed on June 13, 2024). |
| 4.1** | Description of Capital Stock. |
| 10.1*†† | Mach Natural Resources LP 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 of the Partnership’s Form 8-K filed on October 27, 2023). |
| 10.2*†† | Form of Mach Natural Resources LP 2023 Long-Term Incentive Plan Performance Unit Agreement (incorporated by reference to Exhibit 10.4 of the Partnership’s Form 10-Q filed on June 30, 2024). |
| 10.3* | Form of Mach Natural Resources LP 2023 Long-Term Incentive Plan Phantom Unit Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 4.4 of the Partnership’s Form S-8 filed on October 27, 2023). |
| 10.4* | Form of Mach Natural Resources LP 2023 Long-Term Incentive Plan Phantom Unit Agreement (Executives) (incorporated by reference to Exhibit 4.5 of the Partnership’s Form S-8 filed on October 27, 2023). |
| 10.5* | Contribution Agreement, dated October 13, 2023, by and among Mach Natural Resources LP, Mach Natural Resources Holdco LLC, Mach Natural Resources Intermediate LLC and the other contributors party thereto (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on October 27, 2023). |
| 10.6* | Management Services Agreement, dated October 27, 2023, by and between Mach Natural Resources LP and Mach Resources LLC (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 8-K filed on October 27, 2023). |
| 10.7* | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Partnership’s Registration Statement on Form S-1, filed on September 29, 2023). |
| 10.8* | Term Loan Credit Agreement, dated December 28, 2023, among Mach Natural Resources LP, the guarantors party thereto, the lenders party thereto, Texas Capital Bank, as the administrative agent, and Chambers Energy Management, LP, as the loan commitment arranger (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on December 29, 2023). |
| 10.9* | Revolving Credit Agreement, dated December 28, 2023, among Mach Natural Resources LP, the guarantors party thereto, the lenders party thereto and MidFirst Bank, as the administrative agent (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 8-K filed on December 29, 2023). |
| 10.10* | Third Amendment to Credit Agreement, among BCE-Mach III LLC, as borrower, BCE-Mach III Midstream Holdings LLC, as guarantor, the several lenders from time to time parties thereto, and MidFirst Bank as administrative agent, collateral agent issuing bank and lender, dated January 27, 2023 (incorporated by reference to Exhibit 10.14 to the Partnership’s Form S-1 filed on September 22, 2023). |
| 10.11* | Amended and Restated Credit Agreement, dated November 10, 2023, among Mach Natural Resources Holdco LLC, as borrower, the several lenders from time to time parties thereto and MidFirst Bank, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on November 10, 2023). |
| 10.12*†† | Release Agreement, dated as of May 4, 2024, by and among the General Partner, Mach Resources LLC and Daniel T. Reineke, Jr. (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on May 9, 2024). |
|---|---|
| 10.13*†† | Partnership’s Executive Change in Control and Severance Plan (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 8-K filed on May 9, 2024). |
| 10.14*†† | Form of Participation Agreement under the Partnership’s Executive Change in Control and Severance Plan (incorporated by reference to Exhibit 10.3 of the Partnership’s Form 8-K filed on May 9, 2024). |
| 10.15* | First Amendment to Term Loan Credit Agreement, dated August 26, 2024, among the Partnership, the guarantors party thereto, the lenders party thereto, Texas Capital Bank, as the administrative agent, and Chambers Energy Management LP, as the loan commitment arranger (incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on August 30, 2024). |
| 10.16* | First Amendment to Revolving Credit Agreement, dated August 26, 2024, among the Partnership, the guarantors party thereto, the lenders party thereto and MidFirst Bank, as the administrative agent (incorporated by reference to Exhibit 10.2 of the Partnership’s Form 8-K filed on August 30, 2024). |
| 19.1** | Mach Natural Resources LP Insider Trading Policy. |
| 21.1** | List of Subsidiaries of Mach Natural Resources LP. |
| 23.1** | Consent of Grant Thornton LLP. |
| 23.2** | Consent of Cawley, Gillespie & Associates. |
| 31.1** | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
| 31.2** | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
| 32.1*** | Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350. |
| 32.2*** | Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350. |
| 97.1** | Clawback Policy of Mach Natural Resources LP. |
| 99.1* | Report of Cawley, Gillespie & Associates of reserves of Mach Natural Resources LP, as of December 31, 2023 (incorporated by reference to Exhibit 99.1 of the Partnership’s Form 10-K filed on April 1, 2024). |
| 99.2* | Report of Cawley, Gillespie & Associates, Inc., dated January 28, 2025, with respect to estimates of reserves of the Flycatcher Acquisition as of December 31, 2024 (SEC Pricing) (incorporated by reference to Exhibit 99.2 of the Partnership’s Form 8-K filed on February 5, 2025). |
| 99.3* | Report of Cawley, Gillespie & Associates, Inc., dated January 28, 2025, with respect to estimates of reserves of the Flycatcher Assets as of December 31, 2024 (Strip Pricing) (incorporated by reference to Exhibit 99.3 of the Partnership’s Form 8-K filed on February 5, 2025). |
| 99.4* | Report of Cawley, Gillespie & Associates, dated January 21, 2025, of reserves of Mach Natural Resources LP, as of December 31, 2024 (incorporated by reference to Exhibit 99.4 of the Partnership’s Form 8-K filed on February 5, 2025). |
| 101.INS** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because 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 (embedded within the Inline XBRL document) |
| * | Incorporated herein by reference as indicated. |
|---|---|
| ** | Filed herewith. |
| *** | Furnished herewith. |
| † | Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
| †† | Management contract of compensatory plan or agreement. |
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