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MACH NATURAL RESOURCES LP

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

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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.

FY2025 · Filed Mar 12, 2026

MNR$9.19+2.1%Stored close · as of Nov 9, 2026

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Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)76
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 202477
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 202378
Consolidated Statement of Changes in Partners’ Capital and Members’ Equity for the Years Ended December 31, 2025, 2024 and 202379
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 202380
Notes to Consolidated Financial Statements81

General Partner and Unitholders

Mach Natural Resources LP

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Mach Natural Resources LP (a Delaware limited partnership) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, partners’ capital and members’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/GRANT THORNTON LLP

We have served as the Company’s auditor since 2018.

Oklahoma City, Oklahoma

March 12, 2026

As of December 31,
20252024
ASSETS
Current assets:
Cash and cash equivalents$42,633$105,776
Accounts receivable – joint interest and other, net70,16738,606
Accounts receivable – oil, gas, and NGL sales160,249132,945
Short-term derivative assets42,50614,069
Inventories43,51124,301
Other current assets18,8866,399
Total current assets377,952322,096
Oil and natural gas properties, using the full cost method:
Proved oil and natural gas properties4,017,8962,419,998
Less: accumulated depreciation, depletion, amortization and impairment(879,253)(520,641)
Oil and natural gas properties, net3,138,6431,899,357
Other property, plant and equipment230,265115,475
Less: accumulated depreciation(35,511)(23,710)
Other property, plant and equipment, net194,75491,765
Long-term derivative assets12,492640
Other assets34,0019,487
Operating lease assets19,46614,869
Total assets$3,777,308$2,338,214
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$68,706$52,440
Accounts payable – related party9151,996
Accrued liabilities115,56552,920
Revenue payable167,829150,745
Short-term derivative liabilities—6,233
Current portion of long-term debt—82,500
Current portion of operating lease liabilities6,9065,587
Total current liabilities359,921352,421
Long-term debt1,144,056668,778
Asset retirement obligations261,856101,858
Long-term derivative liabilities2,9624,873
Long-term portion of operating leases12,6459,302
Other long-term liabilities6,4791,936
Total long-term liabilities1,427,998786,747
Commitments and contingencies (Note 10)
Partners’ capital:
Partners’ capital1,989,3891,199,046
Total liabilities and partners’ capital$3,777,308$2,338,214

(in thousands, except per common unit data)

Year Ended December 31,
202520242023
Revenue
Oil, natural gas, and NGL sales$1,037,650$936,785$647,352
Gain (loss) on oil and natural gas derivatives81,289(18,854)57,272
Midstream revenue27,56124,34126,328
Product sales28,89027,35631,357
Total revenues1,175,390969,628762,309
Operating expenses
Gathering and processing138,836106,15239,449
Lease operating expense263,793180,513127,602
Production taxes48,76145,67431,882
Midstream operating expense13,31910,46610,873
Cost of product sales25,90124,02628,089
Depreciation, depletion, amortization and accretion – oil and natural gas280,459261,949131,145
Depreciation and amortization – other12,3059,0186,472
General and administrative49,23633,43822,861
General and administrative – related party7,4007,4004,792
Impairment of oil and gas properties90,430——
Total operating expenses930,440678,636403,165
Income from operations244,950290,992359,144
Other (expense) income
Interest expense(72,219)(104,596)(11,201)
Loss on debt extinguishment(18,540)——
Other (expense) income, net(11,207)(1,217)(1,385)
Total other expense(101,966)(105,813)(12,586)
Net income$142,984$185,179$346,558
Less: net income attributable to Predecessor——(278,040)
Net income attributable to Mach Natural Resources LP$142,984$185,179$68,518
Net income per common unit attributable to Mach Natural Resources LP
Basic$1.09$1.90$0.72
Diluted$1.09$1.90$0.72
Weighted average common units outstanding:
Basic131,45597,59194,907
Diluted131,53797,70194,907

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL AND MEMBERS’ EQUITY

Predecessor · Mach Natural Resources LP
Members’ EquityCommon UnitsPartners’ CapitalTotal Partners’ Capital and Members’ Equity
Balance at December 31, 2022$593,230—$—$593,230
Contributions20,000——20,000
Distributions(101,350)——(101,350)
Equity compensation2,595——2,595
Net income prior to the Corporate Reorganization278,040——278,040
Common units issued in Corporate Reorganization to Existing Owners of BCE-Mach III LLC (Note 1)(792,515)76,769792,515—
Common units issued for the acquisitions of BCE-Mach I LLC and BCE-Mach II LLC (Note 3)—11,981227,644227,644
Common units issued in the Offering, net of underwriting fees and offering expenses (Note 1)—10,000168,465168,465
Common units repurchased from Exchanging Members (Note 1)—(3,750)(66,263)(66,263)
Equity compensation subsequent to the Corporate Reorganization——845845
Net income subsequent to the Corporate Reorganization——68,51868,518
Balance at December 31, 2023$—95,000$1,191,724$1,191,724
Net income——185,179185,179
Distributions to unitholders——(311,622)(311,622)
Equity compensation——6,5316,531
Vesting of phantom units, net of units withheld for withholding taxes—199(1,618)(1,618)
Common units issued in the public offering, net of underwriting fees and offering expenses—8,291128,852128,852
Balance at December 31, 2024$—103,490$1,199,046$1,199,046
Net income——142,984142,984
Distributions to unitholders——(245,268)(245,268)
Equity compensation——9,3909,390
Vesting of phantom units, net of units withheld for withholding taxes—307(1,582)(1,582)
Common units issued in the public offering, net of underwriting fees and offering expenses—14,839221,059221,059
Common units issued for the acquisitions of IKAV and Sabinal (Note 3)—49,571663,760663,760
Balance at December 31, 2025$—168,207$1,989,389$1,989,389
Year ended December 31,
202520242023
Cash flows from operating activities
Net income$142,984$185,179$346,558
Adjustments to reconcile net income to cash provided by operating activities
Depreciation, depletion, amortization and accretion292,764270,967137,617
(Gain) loss on derivative instruments(81,289)18,854(57,272)
Cash receipts on settlement of derivative contracts, net48,57617,3074,417
Debt issuance costs and discount amortization5,1507,3901,950
Impairment of oil and gas properties90,430——
Loss on debt extinguishment18,540——
Equity based compensation9,3906,5313,440
Credit losses5,2452,2401,746
Gain on sale of assets(298)(686)(1)
Settlement of asset retirement obligations(1,048)(881)(537)
Changes in operating assets and liabilities (decreasing) increasing cash:
Accounts receivable(7,903)(46,870)15,634
Revenue payable(1,002)39,86919,029
Accounts payable and accrued liabilities5,9463,3275,730
Inventories and other assets(20,529)2,06513,431
Net cash provided by operating activities506,956505,292491,742
Cash flows from investing activities
Capital expenditures for oil and natural gas properties(262,244)(209,352)(302,376)
Capital expenditures for other property and equipment(8,302)(10,964)(12,428)
Acquisition of assets(633,362)(126,049)(754,847)
Cash acquired from the acquisition of businesses——39,153
Proceeds from sales of oil and natural gas properties4,24339,1073,305
Proceeds from sales of other property and equipment50394236
Net cash (used in) investing activities(899,162)(306,316)(1,027,157)
Cash flows from financing activities
Proceeds from borrowings on term loan450,000—811,000
Repayments of borrowings on term loan(763,125)(61,875)—
Proceeds from Initial Public Offering and additional public offerings, net of offering costs221,059128,852168,465
Purchases of units from exchanging members——(66,263)
Payments of debt extinguishment costs(7,741)——
Proceeds from borrowings on credit facility1,104,150—68,000
Repayments of borrowings on credit facility(404,150)—(235,000)
Debt issuance costs(25,053)(1,522)(6,062)
Contributions from members——20,000
Distributions to members——(101,350)
Distributions to unitholders(244,495)(309,829)—
Withholding taxes paid on vesting of phantom units(1,582)(1,618)—
Net cash provided by (used in) financing activities329,063(245,992)658,790
Net (decrease) increase in cash and cash equivalents(63,143)(47,016)123,375
Cash and cash equivalents, beginning of period105,776152,79229,417
Cash and cash equivalents, end of period$42,633$105,776$152,792

(Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.)

Unless otherwise stated or the context otherwise indicates, all references to the “Company” for time periods prior to the Corporate Reorganization refer to BCE-Mach III LLC and its subsidiary, the Company’s predecessor for accounting purposes. For time periods subsequent to the Corporate Reorganization, this term refers to Mach Natural Resources LP and its subsidiaries.

  1. Nature of Business

Mach Natural Resources LP (“the Company”) is a Delaware limited partnership that was formed for the purpose of effectuating an initial public offering (the “Offering”) that closed in October 2023. The Company’s common units representing limited partnership interests (the “common units”) are listed on The New York Stock Exchange under the symbol “MNR.” The Company is an independent upstream oil and gas company focused on the acquisition, development and production of oil, natural gas and NGL reserves in the Anadarko Basin region of Western Oklahoma, Southern Kansas and the panhandle of Texas; the San Juan Basin region of New Mexico and Colorado; and the Permian Basin region of West Texas.

Following the Offering and Corporate Reorganization (as defined below), the Company became a holding partnership whose sole material asset consists of membership interests in Mach Natural Resources Intermediate LLC (“Intermediate”). Intermediate wholly owns Mach Natural Resources Holdco LLC (“Holdco”), and Holdco wholly owns each of the Company’s operating subsidiaries. BCE-Mach III LLC (the “Predecessor”) is the accounting predecessor to the Company for all periods prior to the Offering as discussed herein.

The Company’s operations are governed by the provisions of its partnership agreement, executed by its general partner, Mach Natural Resources GP LLC (the “General Partner”) and the limited partners. The General Partner is managed and operated by the board of directors and executive officers of the General Partner. The members of the board of directors of the General Partner are appointed by the members of the General Partner, BCE-Mach Aggregator and Mach Resources in proportion to their respective limited partnership ownership in the Company.

Management has evaluated how the Company is organized and managed and identified a single reportable segment, which is the exploration and production of oil, natural gas and NGLs. Management considers the Company’s gathering, processing and marketing functions as ancillary to its oil and gas producing activities. All of the Company’s operations and assets are located in the United States, and its revenues are attributable to United States customers.

Corporate Reorganization

On October 25, 2023, the Company underwent a corporate reorganization (the “Corporate Reorganization”) whereby (a) the owners who directly held membership interests in the Mach Companies prior to the Offering (the “Existing Owners”) contributed 100% of their membership interests in each of the Mach Companies for a pro rata allocation of 100% of the limited partner interests in the Company with BCE-Mach III determined as the accounting acquirer of the net assets and operations of BCE-Mach and BCE-Mach II through a business combination, (b) the Company contributed 100% of its membership interests in the Mach Companies to Intermediate in exchange for 100% of the membership interests in Intermediate, and (c) Intermediate contributed 100% of its membership interests in the Mach Companies to Holdco in exchange for 100% of the membership interests in Holdco.

Initial Public Offering

On October 27, 2023, the Company completed the Offering of 10,000,000 common units at a price of $19.00 per unit to the public. The sale of Company’s common units resulted in gross proceeds of $190.0 million to the Company and net proceeds of $168.5 million, after deducting underwriting fees and offering expenses. The material terms of the Offering are described in the Company’s final prospectus, filed with the U.S. Securities and Exchange Commission (“SEC”) on October 26, 2023, pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).

The Company used $102.2 million of the proceeds to pay down the existing credit facilities of its operating subsidiaries (the “Pre-IPO Credit Facilities”) and $66.3 million of the proceeds to purchase 3,750,000 common units from the existing common unit owners on a pro rata basis. After giving effect to the Offering and the transactions related thereto, the Company had 95,000,000 common units issued and outstanding.

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