MACH NATURAL RESOURCES LP

For the period ended Dec 31, 2025. Filed Mar 12, 2026.

About this filing

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.

FY2025 · Filed Mar 12, 2026

MNR$9.12-0.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Contents

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).
2.2*†	Purchase and Sale Agreement, dated as of July 9, 2025 by and among Sabinal Energy Operating, LLC, Sabinal Resources, LLC and Sabinal CBP, LLC, as sellers, and Mach Natural Resources LP, as buyer (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2025).
2.3*†	Membership Interest Purchase Agreement, dated as of July 9, 2025 by and among VEPU Inc. and Simlog Inc., as sellers, and Mach Natural Resources LP, as buyer (incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2025).
2.4*	First Amendment to Membership Interest Purchase Agreement, dated as of September 16, 2025, by and among Simlog Inc. and VEPU Inc., as sellers, and the Company, as buyer (incorporated by reference to Exhibit 2.3 of the Company’s Form 8-K filed on September 17, 2025).
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.
4.2*	Registration Rights Agreement, dated as of September 16, 2025, by and among Mach Natural Resources LP and each of the sellers party thereto (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on September 17, 2025).
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*††	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).
10.11*††	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).
10.12*††	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).
10.13*	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).
10.14*†	Revolving Credit Agreement, dated February 27, 2025, among Mach Natural Resources LP, the lenders and issuing banks party thereto from time to time and Truist Bank, as the administrative agent and collateral agent incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K filed on February 27, 2026).
10.15*	Letter Agreement, dated as of July 8, 2025, by and among Mach Natural Resources LP, the lenders party thereto and Truist Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2025).
10.16*	First Amendment to Credit Agreement, dated as of September 12, 2025, by and among Mach Natural Resources LP, the subsidiaries of Mach Natural Resources LP party thereto, the lenders and issuing banks party thereto and Truist Bank, as the administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 17, 2025).
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.
23.3**	Consent of Netherland, Sewell & Associates, Inc.
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 (incorporated by reference to Exhibit 97.1 of the Partnership’s Form 10-K filed on March 13, 2025).
99.1**	Report of Cawley, Gillespie & Associates, dated January 15, 2026, of reserves of Mach Natural Resources LP, as of December 31, 2025.
99.2*	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).
99.3**	Report of Netherland, Sewell & Associates, dated January 16, 2026, of reserves of Mach Natural Resources LP, as of December 31, 2025.
99.4**	Report of Netherland, Sewell & Associates, dated January 15, 2026, of reserves of Mach Natural Resources LP, as of December 31, 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.