mnr-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-41849

Mach Natural Resources LP

(Exact name of registrant as specified in its charter)


Delaware			93-1757616
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

14201 Wireless Way, Suite 300, Oklahoma City, Oklahoma			73134
(Address of Principal Executive Offices)			(Zip Code)

(405) 252-8100

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	MNR	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had 168,224,213 common units outstanding as of May 1, 2026.

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TABLE OF CONTENTS


			Page

Part I - Financial Information			1
Item 1. Financial Statements			1
Consolidated Balance Sheets			1
Consolidated Statements of Operations			2
Consolidated Statements of Partners’ Capital			3
Consolidated Statements of Cash Flows			4
Notes to Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3. Quantitative and Qualitative Disclosures About Market Risk			38
Item 4. Controls and Procedures			40
Part II - Other Information			41
Item 1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3. Defaults Upon Senior Securities			41
Item 4. Mine Safety Disclosures			41
Item 5. Other Information			41
Item 6. Exhibits			41
Signatures			43

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DEFINITIONS

“Adjusted EBITDA.” Net income before (1) interest expense, net, (2) depreciation, depletion, amortization and accretion, (3) unrealized loss (gain) on derivative instruments, (4) loss on debt extinguishment (5) equity-based compensation expense and (6) (gain) loss on sale of assets, net.

“Basin.” A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

“Bbl.” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or NGL.

“Bbtu.” One billion Btu.

“BCE” or “Sponsor.” Investment funds managed by Bayou City Energy Management LLC and affiliates thereof.

“BCE-Mach.” BCE-Mach LLC, a Delaware limited liability company.

“BCE-Mach II.” BCE-Mach II LLC, a Delaware limited liability company.

“BCE-Mach III.” BCE-Mach III LLC, a Delaware limited liability company.

“BCE-Mach Aggregator.” BCE-Mach Aggregator LLC, a Delaware limited liability company.

“Boe.” One barrel of oil equivalent, converting natural gas to oil at the ratio of 6 Mcf of natural gas to one Bbl of oil.

“British Thermal Unit” or “Btu.” The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.

“Completion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

“Field.” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations. For a complete definition of field, refer to the SEC’s Regulation S-X, Rule 4-10(a)(15).

“Formation.” A layer of rock which has distinct characteristics that differs from nearby rock.

“Holdco.” Mach Natural Resources Holdco LLC, a Delaware limited liability company.

“Intermediate.” Mach Natural Resources Intermediate LLC, a Delaware limited liability company.

“Lease operating expense.” The expenses of lifting oil or natural gas from a producing formation to the surface, constituting part of the current operating expenses of a working interest, and also including labor, superintendence, supplies, repairs, short-lived assets, maintenance, allocated overhead costs, workover, ad valorem taxes, insurance and other expenses incidental to production, but excluding lease acquisition or drilling or completion expenses.

“Mach Resources.” Mach Resources LLC.

“MBbl.” One thousand barrels of crude oil, condensate or NGLs.

“MBoe.” One thousand Boe.

“MBoe/d.” One thousand Boe per day.

“Mcf.” One thousand cubic feet of natural gas.

“MMBtu.” One million Btu.

“MMcf.” One million cubic feet of natural gas.

“MMcf/d.” One million cubic feet of natural gas per day.

“Net wells.” The percentage of gross wells an owner has. An owner who has a 50% interest in 100 gross wells owns 50 net wells.

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“New Credit Agreement.” Refers to the senior secured revolving credit agreement, dated as of February 27, 2025, among the Company, the lenders party thereto, and Truist Bank as administrative agent.

“NGLs.” Hydrocarbons found in natural gas which may be extracted as liquefied petroleum gas and natural gasoline.

“NYMEX.” The New York Mercantile Exchange.

“OPEC +.” Organization of the Petroleum Exporting Countries.

“Partnership agreement.” The Amended and Restated Agreement of Limited Partnership of Mach Natural Resources LP.

“Proved reserves.” Proved oil and natural gas reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward from known reservoirs, and under existing economic conditions, operating methods and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of proved crude oil and natural gas reserves, refer to the SEC’s Regulation S-X, Rule 4-10(a)(22).

“Proved undeveloped reserves (“PUD”).” Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five years unless specific circumstances justify a longer time.

“PV-10.” When used with respect to oil and natural gas reserves, PV-10 represents the present value of estimated future cash inflows from proved oil and gas reserves, less future development and production costs, discounted at 10% per annum to reflect the timing of future cash flows. Calculation of PV-10 does not give effect to derivatives transactions. Our PV-10 has historically been computed on the same basis as our Standardized Measure, the most comparable measure under GAAP. PV-10 is not a financial measure calculated or presented in accordance with GAAP and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of either well abandonment costs or income taxes on future net revenues. Neither PV-10 nor Standardized Measure represents an estimate of the fair market value of our oil and natural gas properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities.

“Recompletion.” The process of re-entering an existing wellbore that is either producing or not producing and completing reservoirs in an attempt to establish or increase existing production.

“Reservoir.” A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

“Revolving Credit Agreement.” Refers to the senior secured revolving credit agreement, dated as of December 28, 2023, among the Company, the lenders party thereto, and MidFirst Bank as administrative agent.

“Standardized Measure.” Standardized Measure is our standardized measure of discounted future net cash flows, which is prepared using assumptions required by the Financial Accounting Standards Board. Such assumptions include the use of 12-month average prices for oil and gas, based on the first-day-of-the-month price for each month in the period, and year end costs for estimated future development and production expenditures to produce year-end estimated proved reserves. Discounted future net cash flows are calculated using a 10% rate. No provision is included for federal income taxes since our future net cash flows are not subject to taxation. However, our operations are subject to the Texas franchise tax. Estimated well abandonment costs, net of salvage values, are deducted from the standardized measure using year-end costs and discounted at the 10% rate. The standardized measure does not represent management’s estimate of our future cash flows or the value of proved oil and natural gas reserves. Probable and possible reserves, which may become proved in the future, are excluded from the calculations. Furthermore, prices used to determine the standardized measure are influenced by supply and demand as effected by recent economic conditions as well as other factors and may not be the most representative in estimating future revenues or reserve data.

“Term Loan Credit Agreement.” Refers to the senior secured term loan credit agreement, dated as of December 28, 2023, among the Company, the lenders party thereto, Texas Capital Bank, as agent, and Chambers Energy Management, LP, as the arranger.

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“Wellbore.” The hole drilled by the bit that is equipped for oil and natural gas production on a completed well. Also called well or borehole.

“Working interest.” The right granted to the lessee of a property to explore for and to produce and own oil and natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

“Workover.” Operations on a producing well to restore or increase production.

“WTI.” West Texas Intermediate.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q contains or incorporates by reference information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events at the time such statement was made. When considering forward-looking statements, you should keep in mind the risk factors included in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report. All forward-looking statements speak only as of the date of this Quarterly Report.

Forward-looking statements may include statements about:

•our business strategy;

•our estimated proved reserves;

•our ability to distribute cash available for distribution and achieve or maintain certain financial and operational metrics;

•our drilling prospects, inventories, projects and programs;

•general economic conditions;

•actions taken by OPEC + as it pertains to the global supply and demand of, and prices for, oil, natural gas and NGLs;

•our ability to replace the reserves we produce through drilling and property acquisitions;

•our financial strategy, leverage, liquidity and capital required for our development program;

•our pending legal or environmental matters;

•our realized oil and natural gas prices;

•the timing and amount of our future production of natural gas;

•our hedging strategy and results;

•our competition and government regulations;

•our ability to obtain permits and governmental approvals;

•our marketing of natural gas;

•our leasehold or business acquisitions;

•our costs of developing our properties;

•credit markets;

•our decline rates of our oil and natural gas properties;

•uncertainty regarding our future operating results; and

•our plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development and production of oil, natural gas and NGLs. We disclose important factors that could cause our actual results to differ materially from our expectations as described under “Risk Factors” included in Part I, Item 1A in our Annual Report for the year ended December 31, 2025. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•commodity price volatility;

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•the impact of epidemics, outbreaks or other public health events, and the related effects on financial markets, worldwide economic activity and our operations;

•uncertainties about our estimated oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production;

•difficult and adverse conditions in the domestic and global capital and credit markets;

•lack of transportation and storage capacity as a result of oversupply, government regulations or other factors;

•lack of availability of drilling and production equipment and services;

•potential financial losses or earnings reductions resulting from our commodity price risk management program or any inability to manage our commodity risks;

•failure to realize expected value creation from property acquisitions and trades;

•access to capital and the timing of development expenditures;

•environmental, weather, drilling and other operating risks;

•regulatory changes, including potential shut-ins or production curtailments mandated by the Railroad Commission of Texas, the Oklahoma Corporation Commission and/or the Kansas Corporation Commission;

•competition in the oil and natural gas industry;

•loss of production and leasehold rights due to mechanical failure or depletion of wells and our inability to re-establish their production;

•our ability to service our indebtedness;

•any downgrades in our credit ratings that could negatively impact our cost of and ability to access capital;

•cost inflation;

•the potential for significant new tariffs and their impact on global oil, natural gas and NGL markets;

•political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, the war in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

•evolving cybersecurity risks such as those involving unauthorized access, denial-of-service attacks, malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions; and

•risks related to our ability to expand our business, including through the recruitment and retention of qualified personnel.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, our reserve and PV-10 estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MACH NATURAL RESOURCES LP

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	52,689	$	42,633
Accounts receivable – joint interest and other, net	63,808		70,167
Accounts receivable – oil, gas, and NGL sales	165,462		160,249
Short-term derivative assets	—		42,506
Inventories	42,458		43,511
Other current assets	16,112		18,886
Other current assets – related party	1,885		—
Total current assets	342,414		377,952
Oil and natural gas properties, using the full cost method:
Proved oil and natural gas properties	4,071,725		4,017,896
Less: accumulated depreciation, depletion, amortization and impairment	(967,224)		(879,253)
Oil and natural gas properties, net	3,104,501		3,138,643
Other property, plant and equipment	234,960		230,265
Less: accumulated depreciation	(39,672)		(35,511)
Other property, plant and equipment, net	195,288		194,754
Long-term derivative assets	741		12,492
Other assets	30,399		34,001
Operating lease assets	19,966		19,466
Total assets	$	3,693,309	$	3,777,308
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable	$	84,936	$	68,706
Accounts payable – related party	—		915
Accrued liabilities	106,788		115,565
Revenue payable	171,295		167,829
Short-term derivative liabilities	40,862		—
Current portion of operating lease liabilities	7,494		6,906
Total current liabilities	411,375		359,921
Long-term debt	1,134,520		1,144,056
Asset retirement obligations	267,681		261,856
Long-term derivative liabilities	11,613		2,962
Long-term portion of operating leases	12,563		12,645
Other long-term liabilities	7,039		6,479
Total long-term liabilities	1,433,416		1,427,998
Commitments and contingencies (Note 10)
Partners’ capital:
Partners’ capital	1,848,518		1,989,389
Total liabilities and partners’ capital	$	3,693,309	$	3,777,308

The accompanying notes are an integral part of these financial statements.

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MACH NATURAL RESOURCES LP

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per common unit data)


	Three Months Ended March 31,
	2026		2025
Revenue
Oil, natural gas, and NGL sales	$	365,546	$	252,726
Loss on oil and natural gas derivatives	(96,899)		(40,693)
Midstream revenue	9,609		6,130
Product sales	7,669		8,605
Total revenues	285,925		226,768

Operating expenses
Gathering and processing	59,271		28,161
Lease operating expense	100,932		48,752
Production taxes	16,567		12,774
Midstream operating expense	5,156		2,970
Cost of product sales	6,784		7,987
Depreciation, depletion, amortization and accretion – oil and natural gas	94,004		61,185
Depreciation and amortization – other	4,169		2,400
General and administrative	6,901		9,017
General and administrative – related party	1,850		1,850
Total operating expenses	295,634		175,096
(Loss) income from operations	(9,709)		51,672

Other (expense) income
Interest expense	(24,417)		(17,894)
Loss on debt extinguishment	—		(18,540)
Other (expense) income, net	(912)		648
Total other expense	(25,329)		(35,786)
Net (loss) income	$	(35,038)	$	15,886
Net (loss) income per common unit:
Basic	$	(0.21)	$	0.14
Diluted	$	(0.21)	$	0.14
Weighted average common units outstanding:
Basic	168,316		112,125
Diluted	168,316		112,199

The accompanying notes are an integral part of these financial statements.

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MACH NATURAL RESOURCES LP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (UNAUDITED)

(in thousands)


	Common Units	Partners’ Capital
Balance at December 31, 2024	103,490	$	1,199,046
Net income	—	15,886
Distributions to unitholders	—	(59,729)
Equity compensation	—	2,112
Vesting of phantom units, net of units withheld for withholding taxes	6	(69)
Common units issued in the public offering, net of underwriting fees and offering expenses	14,839	221,115
Balance at March 31, 2025	118,335	$	1,378,361

Balance at December 31, 2025	168,207	$	1,989,389
Net loss	—	(35,038)
Distributions to unitholders	—	(90,217)
Equity compensation	—	3,549
Vesting of phantom units, net of units withheld for withholding taxes	12	(118)
Common units cancelled in IKAV acquisition final settlement (Note 3)	(1,422)	(19,047)
Balance at March 31, 2026	166,797	$	1,848,518

The accompanying notes are an integral part of these financial statements.

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MACH NATURAL RESOURCES LP

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


			Three Months Ended March 31,

SEC Form 10-Q filed by Mach Natural Resources LP