Mach Natural Resources (NYSE: MNR) launches $100M at-the-market unit sale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Mach Natural Resources LP entered into an equity distribution agreement with Morgan Stanley & Co. LLC allowing at-the-market sales of common units up to an aggregate offering price of $100,000,000. Units may be sold from time to time on the New York Stock Exchange or through other permitted methods, with the company controlling sale parameters such as quantity, timing and minimum price.

The agent will use commercially reasonable efforts to place the units and will receive a commission of 2.5% of the gross sales price on any units sold. Mach Natural Resources has no obligation to sell any units and either party can suspend or terminate the arrangement. Any net proceeds are intended primarily to repay term loan borrowings under the company’s senior secured revolving credit agreement dated February 27, 2025, and for general partnership purposes, including capital expenditures, acquisitions, investments and refinancing of indebtedness.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM capacity: $100,000,000 aggregate offering price Sales agent commission: 2.5% of gross sales price Credit agreement date: February 27, 2025 +3 more

6 metrics

ATM capacity $100,000,000 aggregate offering price Maximum common units that may be sold under equity distribution agreement

Sales agent commission 2.5% of gross sales price Commission payable to Morgan Stanley & Co. LLC on units sold

Credit agreement date February 27, 2025 Date of senior secured revolving credit agreement to be partially repaid

First S-3 effectiveness date December 9, 2024 Registration Statement on Form S-3 File No. 333-283511

Second S-3 effectiveness date September 30, 2025 Registration Statement on Form S-3 File No. 333-290448

Prospectus supplement filing date May 22, 2026 Prospectus supplement filed for offer and sale of units

Key Terms

equity distribution agreement, at the market offering, Registration Statement on Form S-3, senior secured revolving credit agreement, +2 more

6 terms

equity distribution agreement financial

"On May 22, 2026, Mach Natural Resources LP entered into an equity distribution agreement"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market offering financial

"by any method deemed to be an “at the market offering” as defined by Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form S-3 regulatory

"Any sale of Units will be made pursuant to each of the Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

senior secured revolving credit agreement financial

"to repay term loan borrowings under the Company’s senior secured revolving credit agreement"

A senior secured revolving credit agreement is a loan contract that gives a company repeated access to borrowing up to a set limit, where lenders have first claim on specified assets if the company can’t pay. Think of it like a business credit card backed by collateral: it supplies short-term cash for operations or growth, sets rules about how the company can use funds, and matters to investors because it affects liquidity, borrowing cost, financial flexibility, and who gets paid first in a distress scenario.

general partnership purposes financial

"and otherwise for general partnership purposes, which may include financing capital expenditures"

indemnification and contribution provisions regulatory

"The Equity Distribution Agreement contains customary representations and warranties and indemnification and contribution provisions"

Understanding 8-K Material Events →

05/22/2026 - 04:18 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 22, 2026

Mach Natural Resources LP

(Exact name of registrant as specified in its charter)

Delaware		001-41849		93-1757616
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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

Not applicable.

(Former name or former address, if changed since last report.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 representing limited partner interests		MNR		New York Stock Exchange

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).

Emerging growth company ☒

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. ☒

Item 8.01 Other Events.

On May 22, 2026, Mach Natural Resources LP. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) by and among the Company, Mach Natural Resources GP LLC, the general partner of the Company, and Morgan Stanley & Co. LLC, as sales agent (the “Agent”). Pursuant to the Equity Distribution Agreement, the Company may issue and sell, from time to time, the Company’s common units representing limited partner interests in the Company (“Common Units”), having an aggregate offering price of up to $100,000,000 (the “Units”) through the Agent.

Under the Equity Distribution Agreement, the Company will set the parameters for the sale of the Units, including the number of Units to be sold, the time period during which sales are requested to be made and any price below which sales may not be made. Subject to the terms and conditions of the Equity Distribution Agreement and such parameters, the Agent may sell the Units by any method deemed to be an “at the market offering” as defined by Rule 415 under the Securities Act of 1933, as amended, (the "Securities Act") including sales made directly on or through the New York Stock Exchange. The Agent may also sell Units in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law, subject to the prior written consent of the Company. In conducting such sales activities, the Agent will use its commercially reasonable efforts, and there is no assurance that the Agent will be successful in selling any Units. The Company will pay the Agent a commission equal to 2.5% of the gross sales price of any Units sold. The Company will also reimburse the Agent for certain expenses incurred in connection with the Equity Distribution Agreement, and the Company has provided the Agent with customary indemnification and contribution rights.

The Company has no obligation to sell any Units under the Equity Distribution Agreement. Subject to the terms of the Equity Distribution Agreement, the Company or the Agent may at any time suspend sales pursuant to the Equity Distribution Agreement or terminate the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by the Company or by the Agent at any time.

Any sale of Units pursuant to the Equity Distribution Agreement will be made pursuant to each of (i) the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on November 27, 2024 and declared effective on December 9, 2024 (File No. 333-283511), and (ii) the Registration Statement on Form S-3 filed with the Commission on September 22, 2025 and declared effective on September 30, 2025 (File No. 333- 290448). The Company filed a prospectus supplement with the Commission on May 22, 2026 in connection with the offer and sale of the Units pursuant to the Equity Distribution Agreement. A copy of the legal opinion of Kirkland & Ellis LLP relating to the validity of the Units is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

The Equity Distribution Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company intends to use the net proceeds, if any, to repay term loan borrowings under the Company’s senior secured revolving credit agreement, dated February 27, 2025, among the Company, the lenders party thereto and Truist Bank as administrative agent, and otherwise for general partnership purposes, which may include financing capital expenditures, acquisitions, investments or other business opportunities and the repaying or refinancing of outstanding indebtedness.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any Common Units, nor shall there be any sale of Common Units in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated May 22, 2026, by and between Mach Natural Resources LP, Mach Natural Resources GP LLC and Morgan Stanley & Co. LLC, as sales agent.
5.1		Opinion of Kirkland & Ellis LLP.
8.1		Opinion of Kirkland & Ellis LLP relating to tax matters.
23.1		Consent of Kirkland & Ellis LLP (included in its opinion filed as Exhibit 5.1).
23.2		Consent of Kirkland & Ellis LLP (included in its opinion filed as Exhibit 8.1).
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 22, 2026	Mach Natural Resources LP

	By:	Mach Natural Resources GP LLC,
		its general partner

	By:	/s/ Tom L. Ward
		Name:	Tom L. Ward
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What equity program did Mach Natural Resources (MNR) establish in this 8-K?

Mach Natural Resources established an equity distribution program allowing at-the-market sales of its common units. Under this program, it may issue and sell units over time through Morgan Stanley & Co. LLC as sales agent, subject to preset parameters and market conditions.

How large is Mach Natural Resources’ new at-the-market offering capacity?

The company may sell common units with an aggregate offering price of up to $100,000,000. These units can be issued and sold from time to time, giving Mach Natural Resources flexibility in how quickly it accesses equity capital through the program.

What commission will Morgan Stanley earn on Mach Natural Resources (MNR) unit sales?

Morgan Stanley & Co. LLC will receive a commission equal to 2.5% of the gross sales price of any units sold. This commission is paid by Mach Natural Resources in return for acting as sales agent under the equity distribution agreement.

How does Mach Natural Resources plan to use net proceeds from this ATM program?

Mach Natural Resources intends to use any net proceeds primarily to repay term loan borrowings under its senior secured revolving credit agreement dated February 27, 2025, and for general partnership purposes including capital expenditures, acquisitions, investments and refinancing of outstanding indebtedness.

Is Mach Natural Resources obligated to sell units under the equity distribution agreement?

The company has no obligation to sell any units under the agreement. Either Mach Natural Resources or Morgan Stanley & Co. LLC may suspend sales at any time or terminate the equity distribution agreement, providing significant flexibility around actual usage of the program.

Under which registration statements will Mach Natural Resources’ ATM unit sales be made?

Any sales of units will be made under two effective Registration Statements on Form S-3, one filed November 27, 2024 and another filed September 22, 2025, as well as a related prospectus supplement filed on May 22, 2026 for this equity distribution program.

Filing Exhibits & Attachments

6 documents