MACH NATURAL RESOURCES LP

Our primary sources of liquidity and capital are cash flows generated by operating activities, borrowings under our Credit Agreements, and proceeds from the issuance of equity and debt. Outstanding borrowings under our Credit Agreements were $763.1 million at December 31, 2024, and the remaining availability under our Credit Agreements was $70.0 million at December 31, 2024.

We may need to utilize the public equity or debt markets and bank financings to fund future acquisitions or capital expenditures, but the price at which our common units will trade could be diminished as a result of the limited voting rights of unitholders. We expect to be able to issue additional equity and debt securities from time to time as market conditions allow to facilitate future acquisitions. Our ability to finance our operations, including funding capital expenditures and acquisitions, to meet our indebtedness obligations or to refinance our indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is subject to a number of factors, some of which are beyond our control, including commodity prices, particularly for oil and natural gas, and our ongoing efforts to manage operating costs and maintenance capital expenditures, as well as general economic, financial, competitive, legislative, regulatory, weather and other factors.

Our partnership agreement requires us to distribute all of our cash on hand at the end of each quarter, less reserves established by our general partner, which we refer to as “available cash.” Our quarterly cash distributions may vary from quarter to quarter as a direct result of variations in the performance of our business, including those caused by fluctuations in commodity prices. Any such variations may be significant, and as a result, we may pay limited or even no cash distributions to our unitholders.

Historically, our business plan has focused on acquiring and then exploiting the development and production of our assets. We spent approximately $239.4 million in 2024 on development costs and our budget for 2025 is between $260.0 million and $280.0 million. For purposes of calculating our cash available for distribution, we define development costs as all of our capital expenditures, other than acquisitions. Our development efforts and capital for 2025 is anticipated to focus on a mix of drilling Oswego, Woodford and Mississippian wells.

During the year ended December 31, 2024, we spent approximately $195.0 million on drilling and completion activities and related equipment and spud 50.1 net wells while bringing online 52.4 net wells, $33.5 million on remedial workovers and other capital projects, $10.9 million on midstream and other property and equipment capital projects and $123.1 million on acquisitions.

Our 2025 capital expenditures program is largely discretionary and within our control. We could choose to defer a portion of these planned 2025 capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, including acid to be used for our acid stimulation completion, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows and reduce our cash available for distribution to unitholders.

Based on current oil and natural gas price expectations, we believe that our cash flow from operations, together with borrowings from time to time under the Revolving Credit Agreement, will be sufficient to fund our operations through 2025 and the foreseeable future. However, future cash flows are subject to a number of variables, including the level of oil and natural gas production and prices, and significant additional capital expenditures will be required to more fully develop our properties. For example, we expect a portion of our future capital expenditures to be financed with cash flows from operations derived from wells drilled on drilling locations not classified as proved reserves in our December 31, 2024 reserve report. The failure to achieve anticipated production and cash flow from operations from such wells could result in a reduction in future capital spending and/or our ability to pay distributions to unitholders. We cannot assure you that operations and other needed capital will be available on acceptable terms or at all.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Net cash provided by operating activities.

Net cash provided by operating activities increased $13.6 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase in net cash provided by operating activities is primarily attributable to the increase in revenues stemming from the Corporate Reorganization and acquisitions, which was partially offset with the increase in costs associated with operating these properties. Additionally, there was an increase in cash receipts related to derivative settlements of $12.9 million.

Net cash (used in) investing activities.

Net cash (used in) investing activities decreased $720.8 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease in net cash used in investing activities is primarily attributable to a decrease in cash used in acquisitions of $628.8 million as well as a decrease in capital expenditures on our oil and gas properties of $93.0 million from 2024 to 2023.

Net cash (used in) provided by financing activities.

Net cash (used in) provided by financing activities decreased $904.8 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease in net cash provided by financing activities is primarily attributable to a decrease in proceeds from borrowings, net of repayments and issuance costs, of $705.9 million, as well as an increase of distributions made to unitholders in 2024 and members in 2023 of $208.5 million.

Debt Agreements

Term Loan Credit Agreement and Revolving Credit Agreement

On December 28, 2023, the Company entered into (i) the Term Loan Credit Agreement with the lenders party thereto, Texas Capital Bank, as agent, and Chambers Energy Management, LP, as the arranger, and (ii) the Revolving Credit Agreement with the lenders party thereto and MidFirst Bank as the agent.

Loans advanced to the Company under the Term Loan Credit Agreement are secured by a first-priority security interest on substantially all of our assets. The Term Loan Credit Agreement has (i) an aggregate principal amount of $825.0 million, (ii) a maturity date of December 31, 2026 and (iii) an interest rate equal to the three-month SOFR plus 6.50% plus a credit spread adjustment equal to 0.15%, provided that the three-month SOFR will not be less than 3.00%. Mandatory repayments of principal in amounts equal to $82.5 million and $680.6 million are due in the year 2025 and 2026, respectively. The Term Loan Credit Agreement includes customary covenants, mandatory repayments and events of default of financings of this type.

Loans advanced to the Company under the Revolving Credit Agreement are secured by a super-priority security interest on substantially all of our assets. The Revolving Credit Agreement has (i) a maximum available principal amount of $75.0 million, (ii) a maturity date of December 28, 2026 and (iii) an interest rate equal to one, three, or six month SOFR, at the

Company’s election, plus a credit spread adjustment equal to 0.10%, 0.15% or 0.25%, respectively, in each case, plus 3.00%, provided that the applicable tenor SOFR will not be less than 3.50%. The Revolving Credit Agreement includes customary covenants, mandatory repayments and events of default of financings of this type. The Company is also required to pay a commitment fee of 0.50% per annum on the average daily unused portion of the current aggregate commitments under the Revolving Credit Agreement. As of December 31, 2024, the Revolving Credit Agreement was undrawn, and there was $5.0 million in outstanding letters of credit.

On August 26, 2024, the Company entered into the first amendment (the “Term Loan First Amendment”) to the Term Loan Credit Agreement, which provided for an increase to aggregate commitments of $75.0 million. The Term Loan First Amendment has since terminated in accordance with its terms with no increase in commitments realized.

On August 26, 2024, the Company also entered into the first amendment to the Revolving Credit Agreement in order to permit the increase to commitments under the Term Loan First Amendment. Such amendment to the Revolving Credit Agreement remains in effect as of the date hereof though no such increase to commitments was realized.

We have not guaranteed the debt or obligations of any other party, nor do we have any other arrangements or relationships with other entities that could potentially result in consolidated debt or losses.

Contractual Obligations and Commitments

Firm transportation contracts

We are a party to firm transportation contracts for the transport of natural gas. We incurred approximately $3.4 million in firm transportation contracts for the year ended December 31, 2024 and expect to pay approximately $0.3 million in firm transportation contracts through 2025. For further information on firm transportation contracts, see the notes to our audited financial statements included in Item 8 of Part II of this Annual Report.

Operating lease obligations

Our operating lease obligations include long-term lease payments for office space, vehicles, and equipment related to exploration, development and production activities. We paid approximately $11.7 million in operating lease payments for the year ended December 31, 2024 and expect to pay approximately $16.8 million in operating lease payments through 2029. For further information on our operating lease obligations, see the notes to our audited financial statements included in Item 8 of Part II of this Annual Report.