Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On
March 12, 2026, Mach Natural Resources LP (the “Company”) issued a press release (the “Press Release”) providing
information on its results of operations and financial condition and reserves for the year ended December 31, 2025. The press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information under this Item 2.02 and in Exhibit 99.1 to this Report is being furnished and shall not be deemed “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Report shall not be incorporated by
reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities
Act”).
(d) Exhibits.
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Exhibit 99.1
Mach Natural Resources LP Reports 109% Increase in Total Proved
Reserves; Continues to Deliver Strong Distributions in 2025
OKLAHOMA CITY, Oklahoma, March 12, 2026 — Mach Natural Resources
LP (NYSE: MNR) (“Mach” or the “Company”) today reported financial and operating results for the three and twelve
months ended December 31, 2025. In addition, the Company provided an updated outlook for full-year 2026.
Recent Highlights
| ● | Previously announced
and paid a quarterly cash distribution of $89 million for the fourth quarter of 2025, or
$0.53 per common unit, representing a 96% increase from its third quarter 2025 cash distribution |
| ● | Since Mach's initial
public offering (“IPO”), the Company has paid $643 million in cash distributions,
including the fourth quarter 2025 cash distribution of $89 million |
| ● | Since Mach's inception,
Mach has paid $1.3 billion in cash distributions, including the fourth quarter 2025 cash
distribution |
| ● | Achieved a combined
peak production rate of approximately 40 MMcf/d from three additional wells drilled and operated
in the Deep Anadarko, consisting of three, three-mile laterals totaling roughly 45,000 feet |
Fourth-Quarter 2025 Highlights
| ● | Delivered total net production of 154 thousand barrels of oil
equivalent per day (“Mboe/d”) |
| ● | Lease operating expense of $7.50 per barrel of oil equivalent
(“Boe”) |
| ● | Reported net income and Adjusted EBITDA(1) of $73
million and $187 million, respectively |
| ● | Generated net cash
provided by operating activities of $129 million |
| ● | Incurred total
development costs of $77 million |
| ● | Integrated two acquisitions of oil and gas assets located in
the Permian Basin and San Juan Basin |
Full-Year 2025 Highlights
| ● | Lease operating expense of $6.99 per Boe |
| ● | Reported net income and Adjusted EBITDA(1) of $143
million and $593 million, respectively |
| ● | Generated net cash provided by operating activities of $507
million |
| ● | Incurred total development costs of $252 million, resulting
in a reinvestment rate of 47% |
| ● | Paid cash distributions
to the Company’s unitholders of $244 million, or $1.94 per common unit |
| ● | Achieved pro forma
cash return on capital invested (“CROCI”) (2) of 23% |
| ● | Increased total proved reserves 109% to 705 million barrels
of oil equivalent (“MMBoe”) with a present value of SEC proved reserves discounted
at 10% (“PV-10”) of $3.1 billion (3)(4) |
| ● | Completed multiple
acquisitions of oil and gas assets totaling $1.3 billion |
Full-Year 2026 Outlook
| ● | Plan to invest
$315 million to $360 million of total capital for development |
| ● | Forecast full year total net production ranging from 150 MBoe/d
to 157 MBoe/d |
“Over Mach's eight-year history, a steady adherence to our four
pillars has served us well,” said Tom L. Ward, Chief Executive Officer of Mach Natural Resources. “2025 was a pivotal year
for Mach as we anchored positions in two additional basins and transformed the Company into a scaled, multi-basin operator. As a result
of our strategic acquisition growth, we strengthened the durability of our asset base to generate long-term value for our unitholders.”
Tom L. Ward continued, “Building upon last year's momentum,
our 2026 plan is designed to maximize distributions while staying true to our proven reinvestment approach. With a continued focus on
optimizing base production volumes and applying our operational expertise across the Company's holdings, we are confident in Mach's ability
to deliver consistent value across all commodity cycles.”
Financial Results
Mach reported total revenue and net income of $388 million and $73
million in the fourth quarter of 2025, respectively. For the full year 2025, Mach reported total revenue and net income of $1.2 billion
and $143 million, respectively. During the fourth quarter, the average realized price was $58.14 per barrel of oil, $2.54 per thousand
cubic feet of natural gas, and $21.28 per barrel of natural gas liquids (“NGLs”). These prices exclude the effects of derivatives.
As of December 31, 2025, Mach had a cash balance of $43 million
and $705 million utilized under its $1.0 billion revolving credit facility, leaving approximately $338 million of available liquidity.
Operational Results
During the fourth quarter of 2025, Mach achieved average oil equivalent
production of 154 Mboe/d, which consisted of 17% oil, 68% natural gas, and 15% NGLs. Also, for the fourth quarter of 2025, Mach’s
production revenues from oil, natural gas, and NGLs sales totaled $331 million, comprised of 42% oil, 44% natural gas, and 14% NGLs.
The Company spud 5 gross (4.6 net) operated wells and brought online
13 gross (10.1 net) operated wells in the fourth quarter of 2025. As of December 31, 2025, the Company had 7 gross (5.3 net) operated
wells in various stages of drilling and completion.
Mach’s lease operating expense in the fourth quarter of 2025
was $106 million, or $7.50 per Boe. Mach incurred $46 million, or $3.22 per Boe, of gathering and processing expenses in the fourth quarter
of 2025. Furthermore, during the fourth quarter of 2025, production taxes as a percentage of oil, natural gas, and NGL sales were approximately
4.6%, midstream operating profit was approximately $6 million, general and administrative expenses—excluding equity-based compensation
of $3 million—was $11 million, and interest expense was $25 million.
In the fourth quarter of 2025, Mach’s total development costs
were $77 million, including $68 million of upstream capital and $9 million of other capital (including midstream and land).
Year-End SEC Reserves
At December 31, 2025, Mach’s total estimated SEC proved
reserves(4) were 705 MMBoe, comprised of 69% natural gas, 16% NGLs and 15% oil. The PV-10(3) was $3.1 billion at
December 31, 2025.
Distributions
The Company’s quarterly cash distribution for the fourth quarter
of 2025 of $0.53 per common unit was announced February 12, 2026. The quarterly cash distribution was paid on March 12, 2026, to the
Company’s unitholders of record as of the close of trading on February 26, 2026.
2026 Outlook
Mach previously announced its 2026 outlook on November 6, 2025. Today
the Company reiterated its production and capital outlook, while revising other guidance. In 2026, the Company plans to spend $315 million
to $360 million in total capital for development, while upholding Mach’s targeted reinvestment rate of no more than 50% of operating
cash flow. The 2026 forecast for total production is expected to range between 150 MBoe/d to 157 MBoe/d. Additional details of Mach’s
forward-looking guidance are available on the Company’s website at www.machnr.com.
Conference Call and Webcast Information
Mach will host a conference call and webcast at 9:00 a.m. Central
(10:00 a.m. Eastern) on Friday, March 13, 2026, to discuss its fourth quarter 2025 results. Supplemental slides will be posted to the
Company's website. Participants can access the conference call by dialing 877-407-2984. A webcast link to the conference call will be
provided on the Company’s website at www.machnr.com. A replay will also be available on the Company’s website following the
call.
| 1 | Adjusted
EBITDA is a non-GAAP measure. Mach has defined this measure and provided reconciliations
of this non-GAAP measure to its most directly comparable financial measure calculated and
presented in accordance with U.S. generally accepted accounting principles (“GAAP”)
at the conclusion of this press release under “Non-GAAP Financial Measures and Disclosures.” |
| 2 | CROCI is
a non-GAAP financial measure. For more information on CROCI, see “Non-GAAP Financial
Measures and Disclosures” at the conclusion of this press release. |
| 3 | PV-10
is a non-GAAP financial measure and 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. For more information on how
we calculate PV-10 and a reconciliation of proved reserves PV-10 to its nearest GAAP measure,
see “Non-GAAP Financial Measures and Disclosures” at the conclusion of this press
release. |
| 4 | Mach’s
estimated net proved reserves were determined using average first-day-of-the-month prices
for the prior 12 months in accordance with SEC regulations. The unweighted arithmetic average
first-day-of-the-month prices for the prior 12 months were $65.34 per barrel for oil and
$3.39 per MMBtu for natural gas at December 31, 2025. These base prices were adjusted for
differentials on a per-property basis, which may include local basis differentials, fuel
costs and shrinkage. |
Availability of Financial Statements
In connection with the filing of its Annual Report on Form 10-K for
the year ended December 31, 2025, with the U.S. Securities and Exchange Commission (the “SEC”), Mach announced that the Form
10-K is available on the Company’s website at www.machnr.com under the “Investors” section.
Upon written request, unitholders may obtain, free of charge, a printed
copy of the Company’s Annual Report on Form 10-K (including complete audited financial statements). Requests should be directed
to Investor Relations at ir@machnr.com or in writing to: Mach Natural Resources LP, 14201 Wireless Way, Suite 300, Oklahoma City, OK,
73134.
About Mach Natural Resources LP
Mach Natural Resources LP is an independent upstream
oil and gas company focused on the acquisition, development and production of oil, natural gas, and NGL reserves. The Company operates
a diversified portfolio across the Anadarko, Permian and San Juan Basins. For more information, please visit www.machnr.com.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Mach Natural Resources LP
Investor Relations Contact: ir@machnr.com
Non-GAAP Financial Measures and Disclosures
This press release includes non-GAAP financial measures. Pursuant
to regulatory disclosure requirements, Mach is required to reconcile non-GAAP financial measures to the related GAAP information (GAAP
refers to generally accepted accounting principles). Reconciliations of these non-GAAP measures are provided below. Reconciliations of
these non-GAAP measures, along with other financial and operational disclosures, are also within the supplemental tables that are available
on the Company’s website at www.machnr.com and in the related Form 10-K filed with the SEC.
Adjusted EBITDA(1)
Mach includes in this press release the supplemental non-GAAP financial
performance measure Adjusted EBITDA and provides the Company’s calculation of Adjusted EBITDA and a reconciliation of Adjusted
EBITDA to net income, the Company’s most directly comparable financial measure calculated and presented in accordance with GAAP.
The Company defines Adjusted EBITDA as net income before (1) interest expense, net, (2) depreciation, depletion, amortization and accretion,
(3) unrealized (gain) loss on derivative instruments, (4) impairment on oil and gas assets, (5) loss on debt extinguishment, (6) equity-based
compensation expense and (7) gain on sale of assets, net.
Adjusted EBITDA is used as a supplemental financial performance measure
by our management and by external users of our financial statements, such as industry analysts, investors, lenders, rating agencies and
others, to more effectively evaluate our operating performance and our results of operation from period to period and against our peers
without regard to financing methods, capital structure or historical cost basis. We exclude the items listed above from net income in
arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting
methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA is not a measurement
of our financial performance under GAAP and should not be considered as an alternative to, or more meaningful than, net income as determined
in accordance with GAAP or as indicators of our operating performance. Certain items excluded from Adjusted EBITDA are significant components
in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as
well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA
should not be construed as an inference that our results will be unaffected by unusual items. Our computations of Adjusted EBITDA may
not be identical to other similarly titled measures of other companies.
Reconciliation of GAAP Financial Measures to
Adjusted EBITDA
| | |
Three Months Ended December 31, | | |
Twelve Months Ended December 31, | |
| ($ in thousands) | |
2025 | | |
2025 | |
| Net Income Reconciliation to Adjusted EBITDA: | |
| | |
| |
| Net income | |
$ | 73,091 | | |
$ | 142,984 | |
| Interest expense, net | |
| 25,163 | | |
| 71,555 | |
| Depreciation, depletion, amortization and accretion | |
| 96,503 | | |
| 292,764 | |
| Unrealized (gain) loss on derivative instruments | |
| (10,774 | ) | |
| (32,109 | ) |
| Impairment of oil and gas properties | |
| — | | |
| 90,430 | |
| Loss on debt extinguishment | |
| — | | |
| 18,540 | |
| Equity-based compensation expense | |
| 3,042 | | |
| 9,390 | |
| Gain on sale of assets | |
| (96 | ) | |
| (298 | ) |
| Adjusted EBITDA | |
$ | 186,929 | | |
$ | 593,256 | |
Cash Return on Capital Invested (“CROCI”)
(2)
CROCI is defined as cash flow from operations plus interest expense,
divided by the average of both the prior and current year’s total current assets less cash and cash equivalents less total current
liabilities plus the current portion of long-term debt plus proved oil and natural gas properties plus other property, plant and equipment
plus other assets. CROCI is presented based on our management’s belief that this non-GAAP measure is useful information to investors
when evaluating our profitability and the efficiency with which management has employed capital over time. CROCI is not a measure of
financial performance under GAAP and should not be considered an alternative to net income, as defined by GAAP.
PV-10 and Standardized Measure (3)
Certain of our oil and natural gas reserve disclosures included in
this Annual Report are presented on a PV-10 basis. PV-10 is a non-GAAP financial measure and represents the estimated present value of
the future cash flows less future development and production costs from our proved reserves before income taxes, discounted using a 10%
discount rate. PV-10 of proved reserves generally differs from the standardized measure of discounted future net cash flows from production
of proved oil and natural gas reserves (the “Standardized Measure”), the most directly comparable GAAP financial measure,
because it does not include the effects of future income taxes, as is required under GAAP in computing the Standardized Measure. The
Company is a limited partnership treated as a partnership for federal and state income tax purposes, and accordingly is not subject to
entity level taxation. However, the Company does pay franchise taxes in the state of Texas, which are represented as income taxes in
the calculation of the Company’s Standardized Measure. The impact of these taxes was approximately $18 million.
We believe that the presentation of a pre-tax PV-10 value provides
relevant and useful information because it is widely used by investors and analysts as a basis for comparing the relative size and value
of our proved reserves to other oil and natural gas companies. Because many factors that are unique to each individual company may impact
the amount and timing of future income taxes, the use of PV-10 value provides greater comparability when evaluating oil and natural gas
companies. The PV-10 value is not a measure of financial or operating performance under GAAP, nor is it intended to represent the current
market value of proved oil and gas reserves. However, the definition of PV-10 value as defined above may differ significantly from the
definitions used by other companies to compute similar measures. As a result, the PV-10 value as defined may not be comparable to similar
measures provided by other companies.
Investors should be cautioned that neither PV-10 nor Standardized
Measure of proved reserves represents an estimate of the fair market value of our proved reserves. We and others in the industry use
PV-10 as a measure to compare the relative size and value of estimated reserves held by companies without regard to the specific tax
characteristics of such entities.
Cautionary Note Regarding Forward-Looking Statements
This release contains statements that express the Company’s
opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast
with statements that reflect historical facts. All statements, other than statements of historical fact included in this release 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 release, 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. Specific forward-looking statements
include statements regarding the Company’s projected results of operating, financial position, growth opportunities and reserve
estimates. 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. Such statements are subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of the Company. These include, but are not limited to, the Company’s
future financial condition, results of operations and ability to achieve the guidance provided, strategy and plans; the ability of the
Company to realize anticipated synergies related to the closing of the Permian Basin and San Juan Basin transactions in the timeframe
expected or at all; changes in markets and the ability of the Company to finance operations in the manner expected; commodity price volatility;
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. Please
read the Company’s filings with the SEC, including “Risk Factors” in the Company’s Annual Report on Form 10-K,
which is on file with the SEC, for a discussion of risks and uncertainties that could cause actual results to differ from those in such
forward-looking statements.
As a result, these forward-looking statements are not a guarantee
of our performance, and you should not place undue reliance on such statements. Any forward-looking statement speaks only as of the date
on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether
as a result of new information, future events or otherwise.