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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
December 10, 2025
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 |
|
Name of 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.
EXPLANATORY NOTE
As previously disclosed, on
September 16, 2025, Mach Natural Resources LP (the “Company”) completed the acquisition of (i) certain rights, title and interests
in oil and gas properties, rights and related assets located in certain designated lands in the Permian Basin from Sabinal Energy
Operating, LLC, Sabinal Resources, LLC and Sabinal CBP, LLC and (ii) 100% of the membership interests in SIMCOE LLC and Simlog LLC
from VEPU Inc. and Simlog Inc. The Company is filing this Current Report on Form 8-K to provide certain unaudited pro forma financial
information regarding the acquisitions in connection with the Registration Statement on Form S-3 filed by the Company with the U.S. Securities
and Exchange Commission on September 22, 2025.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma condensed
combined statements of operations for the nine months ended September 30, 2025 are filed herewith and attached hereto as Exhibit 99.1,
and are incorporated herein by reference.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Unaudited Pro Forma Condensed Combined Financial Statements of Mach Natural Resources LP for the nine months ended September 30, 2025. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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: December 10, 2025 |
By: |
/s/ Tom L. Ward |
| |
|
Name: |
Tom L. Ward |
| |
|
Title: |
Chief Executive Officer |
