MACH NATURAL RESOURCES LP
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
Contents
Note
- Long-Term Debt
New Credit Agreement
On February 27, 2025, the Company entered into a senior secured reserve-based revolving credit facility (the “New Credit Agreement”), among the Company, the lenders and issuing banks party thereto from time to time and Truist Bank, as the administrative agent and collateral agent.
The New Credit Agreement has (i) an initial borrowing base and elected commitment amount of $750.0 million, with a maximum commitment amount of $2.0 billion subject to borrowing base availability, (ii) a maturity date of February 27, 2029 and (iii) an interest rate equal to, at the Company’s election, (a) term SOFR (subject to a 0.10% per annum adjustment) plus a margin ranging from 3.00-4.00% per annum or (b) a base rate plus a margin ranging from 2.00-3.00% per annum, with the margin dependent upon borrowing base utilization at the time of determination. The Company is also required to pay a commitment fee of 0.50% per annum on the daily unused portion of the current aggregate commitments under the New Credit Agreement.
The New Credit Agreement’s borrowing base is redetermined semi-annually, in April and October. The New Credit Agreement requires the Company to maintain as of the last day of each fiscal quarter (i) a consolidated total net leverage ratio of less than or equal to 3.00 to 1.00 and (ii) a current ratio of no less than 1.00 to 1.00.
The Company used borrowings from the New Credit Agreement, together with cash on hand and proceeds from the February 2025 Offering (as defined below), to repay the Term Loan Credit Agreement and the Revolving Credit Agreement (as defined below) in full.
On September 12, 2025, the Company entered into a First Amendment to the New Credit Agreement, together with certain of its subsidiaries party thereto, the lenders and issuing banks party thereto and Truist Bank, as administrative agent and collateral agent (the “First Amendment”). The First Amendment, among other things, (a) removes the 0.10% per annum credit spread adjustment otherwise applicable to the determination of Term SOFR (as defined in the New Credit Agreement), (b) excludes up to $750.0 million in principal amount of Borrowing Base Reduction Debt (as defined in the New Credit Agreement) issued prior to December 31, 2025 from the provisions otherwise requiring a borrowing base reduction as a result of the issuance of such indebtedness and (c) provides for (i) a $700.0 million aggregate increase in the borrowing base under the Credit Agreement and (ii) the establishment of aggregate term loan commitments (prior to giving effect to any prior funding of term loans) in an amount of $450.0 million and the funding of any unfunded term loan commitments thereunder and increase the Aggregate Elected Revolving Commitment Amount (as defined in the Credit Agreement) to $1.0 billion.
The Company used increased borrowings from the Amended Credit Agreement, together with the IKAV Unit Consideration and the Sabinal Unit Consideration, to fund the IKAV Acquisition and the Sabinal Acquisition.
As of September 30, 2025, there were $1.2 billion of outstanding borrowings under the New Credit Agreement with $5.0 million in outstanding letters of credit, and the remaining availability under the New Credit Agreement was $295.0 million. The effective interest rate as of September 30, 2025 was 8.1%.
Term Loan Credit Agreement and Revolving Credit Agreement
On December 28, 2023, the Company entered into (i) a senior secured term loan credit agreement (the “Term Loan Credit Agreement”) with the lenders party thereto, Texas Capital Bank, as agent, and Chambers Energy Management, LP, as arranger, and (ii) a senior secured revolving credit agreement (the “Revolving Credit Agreement”) with a syndicate of lenders, including MidFirst Bank as the administrative agent.
Loans advanced to the Company under the Term Loan Credit Agreement were secured by a first-priority security interest on substantially all of our assets. The Term Loan Credit Agreement had (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%. The Term Loan Credit Agreement included customary covenants, mandatory repayments and events of default of financings of this type. As of December 31, 2024, there were $763.1 million of outstanding borrowings under the Term Loan Credit Agreement. The effective interest rate as of December 31, 2024 was 12.3%.
On February 27, 2025, the Company used borrowings from the New Credit Agreement, together with cash on hand and proceeds from the February 2025 Offering, to repay the existing amounts outstanding under, and terminate, the Term Loan Credit Agreement. The termination of the Term Loan Credit Agreement was treated as a debt extinguishment. Accordingly, the Company recorded $18.5 million in debt extinguishment costs, which included $10.8 million related to the write-off of all unamortized discount and debt issuance costs and $7.7 million related to prepayment penalties.
Loans advanced to the Company under the Revolving Credit Agreement were secured by a super-priority security interest on substantially all of our assets. The Revolving Credit Agreement had (i) a maximum available principal amount of $75.0 million, with maximum commitments currently equal to $75.0 million, (ii) a maturity date of December 28, 2026 and (iii) an interest rate equal to the 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 included customary covenants, mandatory repayments and events of default of financings of this type. The Company was 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. The Company used borrowings from the Term Loan Credit Agreement, together with cash on hand, to repay the November 2023 Credit Facility. As of December 31, 2024, the Revolving Credit Agreement was undrawn, and there was $5.0 million in outstanding letters of credit.
On January 31, 2025, the Company borrowed $23.0 million under the Revolving Credit Agreement to fund the Flycatcher Acquisition.
On February 27, 2025, the Company used borrowings under the New Credit Agreement to repay the existing amounts outstanding under and terminate the existing Revolving Credit Agreement. The termination of the Revolving Credit Agreement was treated as a debt modification based on the composition of the bank syndication in the New Credit Agreement and the change in borrowing capacity.
The Company has not guaranteed the debt or obligations of any other party, nor does the Company have any other arrangements or relationships with other entities that could potentially result in consolidated debt or losses.
- Derivative Contracts
The Company uses derivative contracts to reduce exposure to fluctuations in commodity prices. These transactions are in the form of fixed price swaps, basis swaps and costless collars. While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future revenues from favorable price changes. The Company does not intend to hold or issue derivative financial instruments for speculative trading purposes and has elected not to designate any of its derivative instruments for hedge accounting treatment.
The Company reports the fair value of derivatives on the balance sheet in derivative contracts assets and derivative contracts liabilities as either current or noncurrent based on the timing of expected future cash flows of individual trades. See Note 8 for additional information regarding fair value measurements.
Under fixed price swap contracts, the Company receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty. Crude oil derivative contracts are indexed and settled based on NYMEX WTI pricing. Natural gas derivative contracts are indexed and settled based on NYMEX Henry Hub (“NYMEX HH”) pricing and EP San Juan (“EP SJ”).
The following table summarizes the open fixed price swap positions as of September 30, 2025, related to oil production:
| Period | Index | Volume (Mbbl) | Weighted Average Fixed Price |
|---|---|---|---|
| Remaining 2025 | NYMEX WTI | 830 | $67.97 |
| 2026 | NYMEX WTI | 3,137 | 66.92 |
| 2027 | NYMEX WTI | 1,456 | 64.69 |
The following table summarizes the open fixed price swap positions as of September 30, 2025, related to natural gas production:
| Period | Index | Volume (Bbtu) | Weighted Average Fixed Price |
|---|---|---|---|
| Remaining 2025 | NYMEX HH | 10,308 | $4.03 |
| Remaining 2025 | EP SJ | 5,068 | 3.78 |
| 2026 | NYMEX HH | 28,482 | 3.79 |
| 2026 | EP SJ | 22,272 | 3.54 |
| 2027 | NYMEX HH | 12,801 | 3.96 |
| 2027 | EP SJ | 4,194 | 3.53 |
| 2028 | NYMEX HH | 3,758 | 3.68 |
| 2028 | EP SJ | 2,682 | 2.72 |
| 2029 | NYMEX HH | 4,544 | 3.43 |
Each two-way costless collar has a set floor and ceiling price for the hedged production. They are settled monthly based on differences between the floor and ceiling prices specified in the contract and the referenced settlement price. If the applicable monthly price indices are outside of the ranges set by the floor and ceiling prices in the collar contracts, the Company will cash-settle the difference with the hedge counterparty. When the referenced settlement price is less than the floor price in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the hedged contract volume. Similarly, when the referenced settlement price exceeds the ceiling price specified in the contract, the Company pays the counterparty an amount based on the price difference multiplied by the hedged contract volume. No payment is due from either party if the referenced settlement price is within the range set by the floor and ceiling prices. Crude oil derivative contracts are indexed and settled based on NYMEX WTI pricing.
The following table summarizes the open costless collar positions as of September 30, 2025, related to oil production:
| Period | Index | Volume (Mbbl) | Weighted Average Floor Price | Weighted Average Ceiling Price |
|---|---|---|---|---|
| Remaining 2025 | NYMEX WTI | 368 | $58.13 | $77.26 |
| 2026 | NYMEX WTI | 549 | 60.00 | 78.05 |
| 2027 | NYMEX WTI | 181 | 62.50 | 71.25 |
In addition, the Company has entered into oil basis swap positions. These instruments are arrangements that guarantee a fixed price differential to Argus WTI Midland CMA and Argus WTI Midland TMA from a specified delivery point. The Company receives the fixed price differential and pays the floating market price differential to the counterparty for the hedged commodity.
The following table summarizes the open basis swap positions as of September 30, 2025, related to oil production:
| Period | Index | Volume (Mbbl) | Weighted Average Fixed Price |
|---|---|---|---|
| Remaining 2025 | Argus CMA | 276 | $1.25 |
| Remaining 2025 | Argus TMA | 414 | 1.18 |
| 2026 | Argus TMA | 548 | 1.25 |
Balance Sheet Presentation. The Company has master netting agreements with all of its derivative counterparties and presents its derivative assets and liabilities with the same counterparty on a net basis on the balance sheet. The following table presents the gross amounts of recognized derivative assets, the amounts that are subject to offsetting under master netting arrangements and the net recorded fair values as recognized on the balance sheet (in thousands):
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Derivative contracts – current, gross | $33,597 | $14,696 |
| Netting arrangements | — | (627) |
| Derivative contracts – current, net | $33,597 | $14,069 |
| Derivative contracts – long-term, gross | $9,470 | $2,182 |
| Netting arrangements | (1,026) | (1,542) |
| Derivative contracts – long-term, net | $8,444 | $640 |
The following table presents the gross amounts of recognized derivative liabilities, the amounts that are subject to offsetting under master netting arrangements and the net recorded fair values as recognized on the balance sheet (in thousands):
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Derivative contracts – current, gross | $— | $(6,860) |
| Netting arrangements | — | 627 |
| Derivative contracts – current, net | $— | $(6,233) |
| Derivative contracts – long-term, gross | $(5,119) | $(6,415) |
| Netting arrangements | 1,026 | 1,542 |
| Derivative contracts – long-term, net | $(4,093) | $(4,873) |
Gains and Losses. The following table presents the settlement and mark-to-market (“MTM”) gains and losses presented as a loss or gain on derivatives in the statement of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Settlements of oil derivatives | $2,446 | $(1,921) | $9,994 | $(7,134) |
| Settlements of natural gas derivatives | 7,183 | 8,487 | 8,310 | 12,896 |
| MTM (losses) gains on oil derivatives, net | (943) | 30,814 | 15,253 | (578) |
| MTM gains (losses) on natural gas derivatives, net | 16,067 | (3,696) | 6,082 | (5,403) |
| Total gains (losses) on derivative contracts | $24,753 | $33,684 | $39,639 | $(219) |
- Fair Value Measurements
Fair value measurement is established by a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
Level 1 — Quoted prices are available in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 — Quoted prices for similar assets or liabilities in active markets or observable inputs for assets or liabilities in non-active markets.
Level 3 — Measurement based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources.
Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.
Fair Value on a Recurring Basis
Derivative Contracts. The Company determines the fair value of its derivative contracts using industry standard models that consider various assumptions including current market and contractual prices for the underlying instruments, time value, and nonperformance risk. Substantially all of these inputs are observable in the marketplace throughout the full term of the contract and can be supported by observable data.
The following table provides fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):
| Level 1 | Level 2 | Level 3 | Fair Value | |
|---|---|---|---|---|
| Assets: | ||||
| Commodity derivative instruments | $— | $42,041 | $— | $42,041 |
| Liabilities: | ||||
| Commodity derivative instruments | $— | $(4,093) | $— | $(4,093) |
| Assets: | ||||
| Commodity derivative instruments | $— | $14,709 | $— | $14,709 |
| Liabilities: | ||||
| Commodity derivative instruments | $— | $(11,106) | $— | $(11,106) |
Fair Value on a Non-Recurring Basis
The Company determines the estimated fair value of its asset retirement obligations by calculating the present value of estimated cash flows related to plugging and abandonment liabilities using level 3 inputs. The significant inputs used to calculate such liabilities include estimates of costs to be incurred, the Company’s credit adjusted discount rates, inflation rates and estimated dates of abandonment. The asset retirement liability is accreted to its present value each period and the capitalized asset retirement cost is depleted with proved oil and natural gas properties using the unit of production method.
Business Combinations
Proved properties acquired as a result of business combinations were valued using an income approach based on underlying reserves projections as of the acquisition date. The income approach is considered a Level 3 fair value estimate and includes significant assumptions of future production, commodity prices, operating and capital cost estimates, the weighted average cost of capital for industry peers, which represents the discount factor, and risk adjustment factors based on reserve category. Price assumptions were based on observable market pricing, adjusted for historical differentials, while cost estimates were based on current observable costs inflated based on historical and expected future inflation.
Fair Value of Other Financial Instruments
The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, revenue payable, accrued interest payable, and other current liabilities approximate fair value due to the short-term maturities of these instruments.
The carrying amount of the Company’s New Credit Agreement approximates fair value, as the current borrowing base rate does not materially differ from market rates of similar borrowings.
- Equity Compensation and Deferred Compensation Plan
Equity-based compensation includes unit-based payment awards that are issued to employees and non-employees in exchange for services provided to the Company. Equity-classified unit-based payment awards are recognized at fair value on the grant date and amortized over the requisite service period. For awards with service-based vesting conditions only, the Company recognizes compensation cost using straight-line attribution. The Company uses accelerated attribution for awards that contain market or performance-based vesting conditions. The Company recognizes forfeitures as they occur. Equity-based compensation is presented within general and administrative expense on our consolidated statements of operations.
On October 27, 2023, the Company adopted a new long-term incentive plan (the “Long-Term Incentive Plan”) for employees, consultants and directors in connection with the Offering. The Company issues phantom units (“Time-Based Phantom Units”) to certain employees of Mach Resources LLC (“Mach Resources”) and directors of the Company as compensation for services rendered to the Company. The Time-Based Phantom Unit awards for all employees of Mach Resources vest ratably on the first three anniversaries of the date of the grant, subject to the employee’s continued employment. Within 60 days of the vesting of a Time-Based Phantom Unit, the employee will receive a common unit of the Company. Each Time-Based Phantom Unit was granted with a corresponding distribution equivalent right (“DER”), which entitles the employee to receive a payment equal to the total distributions paid by the Company in respect of a common unit of the Company during the time the applicable phantom unit is outstanding. Payment of a DER occurs when its corresponding phantom unit vests, and in the event such phantom unit is forfeited, the corresponding DER is also forfeited.
| Time-BasedPhantom Units | WeightedAverageGrant DateFair Value | Performance Phantom Units | WeightedAverageGrant DateFair Value | |
|---|---|---|---|---|
| Unvested at December 31, 2023 | 709,545 | $18.80 | — | $— |
| Granted | 6,412 | $17.59 | — | $— |
| Vested | — | $— | — | $— |
| Forfeited | (6,951) | $18.80 | — | $— |
| Unvested at March 31,2024 | 709,006 | $18.79 | — | $— |
| Granted | 9,260 | $19.30 | 46,348 | $26.80 |
| Vested | (68,755) | $18.80 | — | $— |
| Forfeited | (2,074) | $18.80 | — | $— |
| Unvested at June 30,2024 | 647,437 | $18.80 | 46,348 | $26.80 |
| Granted | 9,231 | $19.74 | — | $— |
| Vested | — | $— | — | $— |
| Forfeited | (7,199) | $18.91 | — | $— |
| Unvested at September 30, 2024 | 649,469 | $18.81 | 46,348 | $26.80 |
| Time-BasedPhantom Units · WeightedAverageGrant DateFair Value · Performance Phantom Units · WeightedAverageGrant DateFair Value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Unvested at December 31, 2024 | 1,023,320 | $17.36 | 38,622 | $24.88 | ||||
| Granted | 13,609 | $17.18 | 72,759 | 1 | $19.61 | |||
| Vested | (1,998) | $17.59 | — | $— | ||||
| Forfeited | (4,467) | $17.99 | — | $— | ||||
| Unvested at March 31,2025 | 1,030,464 | $17.35 | 111,381 | $21.44 | ||||
| Granted | 17,721 | $15.77 | — | $— | ||||
| Vested | (2,775) | $19.30 | — | $— | ||||
| Forfeited | (15,530) | $17.29 | — | $— | ||||
| Unvested at June 30,2025 | 1,029,880 | $17.32 | 111,381 | $21.44 | ||||
| Granted | 75,719 | $14.50 | — | $— | ||||
| Vested | (2,370) | $19.74 | — | $— | ||||
| Forfeited | (20,757) | $17.00 | — | $— | ||||
| Unvested at September 30, 2025 | 1,082,472 | $17.13 | 111,381 | $21.44 | ||||
Total non-cash compensation cost related to the Time-Based Phantom Units was $5.5 million and $4.4 million for the nine months ended September 30, 2025 and 2024, respectively. Total non-cash compensation cost related to the Time-Based Phantom Units was $1.9 million and $1.1 million for the three months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was $11.7 million of unrecognized compensation cost related to Time-Based Phantom Units that is expected to be recognized over a weighted average period of approximately 1.8 years.
The aggregate fair value of share based awards that vested during the three and nine months ended September 30, 2025 was approximately $34.3 thousand and $109.9 thousand, respectively, based on the unit price at the time of vesting.
The Company has awarded performance based phantom units (“Performance Phantom Units”) to certain of its executive officers under the Long-Term Incentive Plan. The number 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 TSR compared to the TSR of the companies in the Company’s designated peer group and (iii) total recordable incident rate, in each case, for the applicable performance period. The Performance Phantom Unit awards are broken intotwo categories: long-term performance units, which have athree-year performance period, and short-term performance units, which are broken into three separateone-year tranches with performance periods in eachone-year period. 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 of 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. Payment of any such DER occurs when its corresponding Performance Phantom Unit vests, and in the event such Performance Phantom Unit is forfeited, the corresponding DER is also forfeited. The grant date fair values of the Performance Phantom Units with market conditions were determined using the Monte Carlo simulation method and are being recorded ratably from the grant date to the end of the applicable performance period.
The table below summarizes the assumptions used in the Monte Carlo simulation to determine the grant date fair value of units granted during the year ended December 31, 2024, and the nine months ended September 30, 2025.
| Grant date | May 3, 2024 | January 1, 2025 |
|---|---|---|
| Period for volatility, correlations, and risk-free rate | 2.66 years | 3.00 years |
| Risk-free interest rate | 4.61% | 4.23% |
| Implied equity volatility | 57.25% | 50.57% |
| Unit price on date of grant | $20.44 | $17.18 |
Total non-cash compensation cost related to the Performance Phantom Units was $0.8 million and $0.3 million for the nine months ended September 30, 2025 and 2024, respectively. Total non-cash compensation cost related to the Performance Phantom Units was $0.3 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was $1.3 million of unrecognized compensation cost related to Performance Phantom Units that is expected to be recognized over a weighted average period of approximately 1.7 years.
- Commitments and Contingencies
Legal Matters. In the ordinary course of business, the Company may at times be subject to claims and legal actions including, but not limited to, title disputes, royalty disputes, contract claims, personal injury claims and employment claims. The Company accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date and the Company’s estimates of the outcomes of these matters. Nevertheless, actual outcomes may differ significantly from the Company’s assessment. The Company recognized $8.2 million of expense during the second quarter of 2025 and it is presented in other income (expense), net in the statement of operations for the nine months ended September 30, 2025. As of September 30, 2025, the Company has accrued approximately $4.8 million in accrued liabilities pertaining to these matters. As of December 31, 2024, the Company had accrued approximately $1.5 million in accrued liabilities pertaining to these matters. Management does not expect that the impact of such matters will have a materially adverse effect on the Company’s financial position, results of operations or cash flows.
Environmental Matters. The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. These laws, which are often changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites.
The Company accounts for environmental contingencies in accordance with the accounting guidance related to accounting for contingencies. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated.
NGL Sales and Gas Transportation Commitments. The Company is party to a NGL sales contract, which includes certain NGL volume commitments in the event the Company elects not to reduce its committed quantity, at its option. To the extent the Company does not deliver NGL volumes in sufficient quantities to meet the commitment and does not elect to reduce its committed quantity, it would be required to pay a deficiency fee. The Company is currently delivering at least the minimum volumes. Additionally, the Company has natural gas firm transportation agreements terminating in 2025. For the nine months ended September 30, 2025 and 2024, the Company incurred approximately $0.2 million and $2.7 million, respectively, of transportation charges under these agreements. For the three months ended September 30, 2025 and 2024, the Company incurred approximately $0.1 million and $0.6 million, respectively, of transportation charges under these agreements. As of September 30, 2025, the Company has no material amounts remaining under these agreements.
Future Firm Sales Commitments. As part of the IKAV acquisition, the Company is now party to a firm sales contract to deliver and sell a certain amount of natural gas at a fixed price of $1.72 per MMbtu through 2030. The Company expects to fulfill its delivery commitments primarily with production from proved developed reserves. The Company’s production has been sufficient to satisfy its delivery commitments during the periods presented, and it expects its future production will continue to be the primary means of fulfilling its future commitments. However, if the Company’s production is not sufficient to satisfy its delivery commitments, it can and may use spot market purchases to satisfy the commitments.
A summary of these volume commitments as of September 30, 2025 is set forth in the table below (in MMbtu):
| September 30, 2025 | |
|---|---|
| Remaining 2025 | 18,693,660 |
| 2026 | 70,338,571 |
| 2027 | 64,546,373 |
| 2028 | 59,621,628 |
| 2029 | 54,810,356 |
| 2030 | 50,753,106 |
| Total | 318,763,694 |
Contributions to 401(k) Plan. The Company sponsors a 401(k) plan under which eligible employees may contribute a portion of their total compensation up to the maximum pre-tax threshold through salary deferrals. The plan provides a company match on 100% of salary deferrals that do not exceed 10% of compensation. The Company contributed $3.3 million and $2.9 million for the nine months ended September 30, 2025 and 2024, respectively. The Company contributed $1.1 million and $0.9 million for the three months ended September 30, 2025 and 2024, respectively.
- Leases
Nature of Leases
The Company has operating leases on office spaces, various vehicles and compressors with remaining lease durations in excess ofone year. These leases have various expiration dates through 2029. The vehicles are used for field operations and leased from third parties. The Company recognizes right-of-use asset and lease liability on the balance sheet for all leases with lease terms of greater than one year. Short-term leases that have an initial term of one year or less are not capitalized.
Discount Rate
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate reflects the estimated rate of interest that it would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment.
Future amounts due under operating lease liabilities as of September 30, 2025, were as follows (in thousands):
| Remaining 2025 | $2,189 |
| 2026 | 7,550 |
| 2027 | 6,305 |
| 2028 | 4,427 |
| 2029 | 3,083 |
| Total lease payments | $23,554 |
| Less: imputed interest | (2,483) |
| Total | $21,071 |
The following table summarizes our total lease costs before amounts are recovered from our joint interest partners, where applicable, for the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating lease cost | $2,095 | $2,517 | $6,090 | $9,454 |
| Short-term lease cost | 9,468 | 7,495 | 27,756 | 19,357 |
| Total lease cost | $11,563 | $10,012 | $33,846 | $28,811 |
The weighted-average remaining lease term as of September 30, 2025 was 3.19 years. The weighted-average discount rate used to determine the operating lease liability as of September 30, 2025 was 7.7%.
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating cash flows from operating leases | $5,844 | $9,462 |
- Partners’ Capital
On September 16, 2025, the Company closed the IKAV Acquisition and Sabinal Acquisition, which included the issuance of 30.6 million and 19.2 million common units, respectively, as part of the total consideration for each transaction. As of September 15, 2025, the IKAV Unit Consideration and the Sabinal Unit Consideration had a value of approximately $409.9 million and $256.9 million, respectively.
On February 7, 2025, the Company completed a public offering of 12.9 million common units at a price to the public of $15.50 per common unit, less underwriting discounts and commissions (the “February 2025 Offering”). On February 12, 2025, the underwriters of the public offering fully exercised their option to purchase an additional 1.9 million common units at a price to the public of $15.50 per common unit, less underwriting discounts and commissions. The sale of the Company’s common units resulted in gross proceeds of $230.0 million and net proceeds of $221.1 million, after deducting underwriting fees and offering expenses. Proceeds from the offering were used to repay a portion of the Term Loan Credit Agreement and Revolving Credit Agreement.
On September 9, 2024, the Company completed a public offering of 7.3 million common units at a price to the public of $16.50 per common unit, less underwriting discounts and commissions. On September 24, 2024, the underwriters of the public offering partially exercised their option to purchase an additional 1.0 million common units at a price to the public of $16.50 per common unit, less underwriting discounts and commissions. The sale of the Company’s common units resulted in gross proceeds of $136.8 million and net proceeds of $128.9 million, after deducting underwriting fees and offering expenses. Proceeds from the offering were used to fund the Western Kansas Acquisition and the Ardmore Basin Acquisition.
As of September 30, 2025 and December 31, 2024, the Company had 168.1 million and 103.5 million common units outstanding, respectively.
The Company distributed $0.38 per unit for total cash distributions of $45.0 million for the three months ended September 30, 2025. The Company distributed $1.67 per unit for total cash distributions of $197.7 million for the nine months ended September 30, 2025.
- Earnings Per Common Unit
The Company has a single class of common units representing limited partnership interests. The Company has potentially dilutive securities as of September 30, 2025, which consist of phantom units issued under the Company’s long-term incentive plan. There wereno phantom units that were considered dilutive for the three months ended September 30, 2025 and 0.1 million for the nine months ended September 30, 2025. The treasury stock method is used to determine the dilutive impact of the Company’s phantom units. As of September 30, 2025 there were 230.1 thousand phantom units that were considered antidilutive and thus excluded from the calculation of diluted earnings per common unit. As of September 30, 2024, there wereno units that were considered antidilutive.
The following represents the computation of basic and diluted earnings per common unit for the three and nine months ended September 30, 2025 (in thousands, except per unit data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net (loss) income - basic and diluted | $(35,654) | $67,444 | $69,893 | $148,662 |
| Weighted-average common units outstanding - basic | 126,457 | 96,856 | 119,025 | 95,626 |
| Effect of dilutive securities | — | 177 | 116 | 136 |
| Weighted-average common units outstanding - diluted | 126,457 | 97,033 | 119,141 | 95,762 |
| Earnings per common unit - basic | $(0.28) | $0.70 | $0.59 | $1.55 |
| Earnings per common unit - diluted | $(0.28) | $0.70 | $0.59 | $1.55 |
- Related Party Transactions
Management Services Agreement
On October 27, 2023, the Company entered into a management services agreement (the “MSA”) with Mach Resources. Under the MSA, Mach Resources manages and performs all aspects of oil and gas operations and other general and administrative functions for the Company and the Company (i) pays Mach Resources an annual management fee of approximately $7.4 million and (ii) reimburse Mach Resources for the costs and expenses of the services provided. On a monthly basis, the Company distributes funding to Mach Resources for performance under the MSA. During the nine months ended September 30, 2025 and 2024, the Company paid Mach Resources $92.4 million (inclusive of $5.6 million in management fees presented as general and administrative expense - related party in the statement of operations) and $86.4 million (inclusive of $5.6 million as management fees presented in general and administrative expense - related party in the statement of operations), respectively. During the three months ended September 30, 2025 and 2024, the Company paid Mach Resources $35.2 million (inclusive of $1.9 million in management fees presented as general and administrative expense - related party in the statement of operations) and $29.4 million (inclusive of $1.9 million as management fees presented in general and administrative expense - related party in the statement of operations), respectively. As of September 30, 2025 and December 31, 2024, the Company owed $1.0 million and$2.0 million, respectively, to Mach Resources, presented as accounts payable - related party.
Common units purchased by BCE-Mach Aggregator
In connection with the February 2025 Offering, BCE-Mach Aggregator, an affiliate of our General Partner, purchased 5,161,290 common units at the public offering price, which accounted for $79.2 million of the net proceeds received by the Company in the February 2025 Offering, after deducting underwriting fees. In connection therewith, the underwriters received a reduced underwriting discount on such common units purchased by BCE-Mach Aggregator compared to other common units sold to the public in the February 2025 Offering.
- Segment Information
Management has evaluated that the Company is organized and managed as a single reportable segment, which is the exploration and production of oil, natural gas and NGLs (“E&P Segment”). All of the Company’s operations and assets are located in the United States, and its revenues are attributable to United States customers.
The accounting policies of the E&P Segment are the same as those described in Note 2.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer and Director. The CODM uses consolidated net income as presented on the accompanying statements of operations to measure E&P Segment profit or loss, and to evaluate income generated from E&P Segment assets in deciding whether to reinvest profits into operational activities or to use profits for other purposes, such as debt reduction, acquisitions, or distributions to unitholders. Additionally, consolidated net income is used in assessing budget versus actual results and in benchmarking to the Company’s competitors.
The following table summarizes total revenues, significant expenses, net income and capital expenditures related to the E&P Segment for the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Total revenues | $272,562 | $255,536 | $787,847 | $734,685 |
| Gathering and processing | 33,171 | 23,587 | 93,116 | 79,360 |
| Lease operating expense | 58,999 | 44,029 | 157,317 | 131,286 |
| Production taxes | 10,373 | 9,784 | 33,643 | 33,838 |
| Total significant expenses | 102,543 | 77,400 | 284,076 | 244,484 |
| Midstream operating expense | 4,105 | 2,607 | 10,275 | 7,782 |
| Cost of product sales | 6,047 | 5,833 | 20,308 | 17,719 |
| Depreciation, depletion, amortization and accretion – oil and natural gas | 62,831 | 63,262 | 188,356 | 194,453 |
| Depreciation and amortization – other | 2,747 | 2,315 | 7,905 | 6,655 |
| General and administrative | 21,209 | 7,535 | 37,178 | 25,581 |
| General and administrative – related party | 1,850 | 1,850 | 5,550 | 5,550 |
| Impairment of oil and gas properties | 90,430 | — | 90,430 | — |
| Interest expense | 16,919 | 26,772 | 46,953 | 80,103 |
| Loss on debt extinguishment | — | — | 18,540 | — |
| Other expense, net | (465) | 518 | 8,383 | 3,696 |
| Total expenses | 308,216 | 188,092 | 717,954 | 586,023 |
| Net (loss) income | $(35,654) | $67,444 | $69,893 | $148,662 |
| Capital expenditures, including acquisitions | 594,121 | 98,856 | 800,931 | 226,101 |
The following table summarizes total assets to the E&P Segment as of September 30, 2025 and December 31, 2024 (in thousands):
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Total assets | $3,772,185 | $2,338,214 |
- Subsequent Events
Distribution Declaration
On November 6, 2025, the Company declared its quarterly distribution for the third quarter of 2025 of $0.27 per common unit, which will be paid on December 4, 2025.
The Company has evaluated subsequent events through the date of issuance of these financial statements to ensure that any subsequent events that met the criteria for recognition and disclosure in this Quarterly Report have been properly included.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.