Mach Natural Resources (MNR) holders complete 9M-unit secondary sale with 1.35M option

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Mach Natural Resources disclosed that existing selling unitholders completed an underwritten secondary offering of 9,000,000 common units representing limited partner interests. The units were sold to Morgan Stanley & Co. LLC under an underwriting agreement, with an additional 1,350,000-unit option granted to the underwriter.

The company received no proceeds from this offering and will not receive proceeds from any future sales of option units, since all units are sold by existing holders. In the same transaction, entities affiliated with CEO Tom L. Ward purchased 153,256 common units at the public offering price. The offering was conducted under an effective Form S-3 shelf registration and closed on April 8, 2026.

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

Secondary units sold: 9,000,000 common units Underwriter option size: 1,350,000 common units CEO-affiliated purchases: 153,256 common units +3 more

6 metrics

Secondary units sold 9,000,000 common units Underwritten secondary offering by selling unitholders

Underwriter option size 1,350,000 common units 30-day option for additional units

CEO-affiliated purchases 153,256 common units Units bought at public offering price

Form S-3 file number 333-291166 Shelf registration for the offering

Effectiveness date December 12, 2025 Form S-3 declared effective

Prospectus supplement date April 6, 2026 Final prospectus supplement for offering

Key Terms

Underwriting Agreement, Registration Statement on Form S-3, prospectus supplement, emerging growth company, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Registration Statement on Form S-3 regulatory

"The Offering was made pursuant to a Registration Statement on Form S-3 (File No. 333-291166)"

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.

prospectus supplement regulatory

"as supplemented by the final prospectus supplement, dated April 6, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

limited partner interests financial

"9,000,000 common units representing limited partner interests in the Company"

An investor's ownership stake in a limited partnership that gives them rights to a share of profits and losses but not day-to-day control over the business, similar to being a silent partner in a project. For investors this matters because it defines how they earn returns, how much risk and liability they carry, and how easy it is to sell their position — all key factors when valuing and comparing investments.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/08/2026 - 04:05 PM

FAQ

What secondary offering did Mach Natural Resources (MNR) complete?

Mach Natural Resources reported that selling unitholders completed an underwritten secondary offering of 9,000,000 common units. The units were sold to Morgan Stanley & Co. LLC under an underwriting agreement based on an effective shelf registration and related prospectus supplement.

Does Mach Natural Resources (MNR) receive any proceeds from this unit sale?

Mach Natural Resources does not receive proceeds from this transaction because all 9,000,000 common units were sold by existing selling unitholders. The company also will not receive proceeds from any future sales of up to 1,350,000 option units under the underwriter’s purchase option.

What is the size of the underwriter’s option in the Mach Natural Resources (MNR) deal?

The underwriting agreement gives Morgan Stanley & Co. LLC a 30-day option to purchase up to an additional 1,350,000 common units from the selling unitholders. This option, often called a greenshoe, can increase the total number of units sold if exercised fully.

Did Mach Natural Resources (MNR) insiders buy units in this offering?

Entities affiliated with CEO Tom L. Ward purchased 153,256 common units in the offering at the public offering price. These purchases were made through the Tom L. Ward 1992 Revocable Trust, the Tom L. Ward Family Foundation and certain other related entities noted in the disclosure.

Under which registration did Mach Natural Resources (MNR) conduct this offering?

The offering was conducted under a Registration Statement on Form S-3, File No. 333-291166. This shelf registration was initially filed on October 30, 2025 and declared effective on December 12, 2025, with final terms described in a prospectus supplement dated April 6, 2026.

What legal opinions support the Mach Natural Resources (MNR) offering?

Kirkland & Ellis LLP issued legal opinions dated April 8, 2026 related to the offering and certain tax matters. These opinions are filed as Exhibits 5.1 and 8.1, with related consents in Exhibits 23.1 and 23.2, and are incorporated by reference in the disclosure.

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): April 6, 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 April 6, 2026, Mach Natural Resources LP, a Delaware limited partnership (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, Mach Natural Resources GP LLC, a Delaware limited liability company and the general partner of the Company, the selling unitholders party thereto (collectively, the “Selling Unitholders”) and Morgan Stanley & Co. LLC (the “Underwriter”), pursuant to which the Selling Unitholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Unitholders, 9,000,000 common units representing limited partner interests in the Company (the “Common Units” and, such offering, the “Offering”). Under the terms of the Underwriting Agreement, the Selling Unitholders granted the Underwriter a 30-day option to purchase up to an additional 1,350,000 common units representing limited partner interests in the Company (the “Option Units”) from the Selling Unitholders. In connection with the Offering, Tom L. Ward, the Company’s Chief Executive Officer, through the Tom L. Ward 1992 Revocable Trust and the Tom L. Ward Family Foundation and certain other entities affiliated with Mr. Ward, which are not controlled by Mr. Ward, purchased 153,256 Common Units in the Offering at the public offering price. The Offering closed on April 8, 2026. The Company did not receive any proceeds from the sale of Common Units in the Offering and will not receive any proceeds from any future sales of Option Units.

The Offering was made pursuant to a Registration Statement on Form S-3 (File No. 333-291166) (the “Registration Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on October 30, 2025, and declared effective by the SEC on December 12, 2025. The material terms of the Offering are described in the base prospectus, dated December 12, 2025, as supplemented by the final prospectus supplement, dated April 6, 2026, pursuant to Rule 424(b) under the Securities Act (the “Prospectus”).

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Unitholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.

As more fully described under the caption “Underwriting” in the Prospectus, the Underwriter or its affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company, the Selling Unitholders or each of their respective affiliates. Additionally, the Underwriter or its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Company, the Selling Unitholders or each of their respective affiliates.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Kirkland & Ellis LLP has issued opinions, dated April 8, 2026, regarding certain legal matters with respect to the Offering, which are attached as Exhibit 5.1 and Exhibit 8.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1*		Underwriting Agreement, dated April 6, 2026, by and among Mach Natural Resources LP, Mach Natural Resources GP LLC, the selling unitholders party thereto and Morgan Stanley & Co. LLC, as underwriter.
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 Exhibit 5.1).
23.2*		Consent of Kirkland & Ellis LLP (included in Exhibit 8.1).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

*	Filed herewith.

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.

	Mach Natural Resources LP

	By:	Mach Natural Resources GP LLC,
		its general partner

Dated: April 8, 2026	By:	/s/ Tom L. Ward
		Name:	Tom L. Ward
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents