Mach Natural Resources (NYSE: MNR) posts pro forma results for Permian Basin acquisition

Rhea-AI Filing Summary

Mach Natural Resources LP filed an 8-K to provide additional financial details related to its previously completed Permian Basin acquisition. The partnership had acquired certain oil and gas properties and related assets in the Permian Basin, as well as all membership interests in SIMCOE LLC and Simlog LLC, from multiple sellers on September 16, 2025. This filing supplies unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 as Exhibit 99.1, prepared in connection with the company’s Registration Statement on Form S-3. The pro forma information is intended to show how the combined business might have looked over that period, had the acquisitions been in place throughout.

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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).

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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

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FAQ

What did Mach Natural Resources LP (MNR) announce in this 8-K?

Mach Natural Resources LP filed an 8-K to provide unaudited pro forma condensed combined financial statements related to its recently completed Permian Basin acquisition, covering the nine months ended September 30, 2025.

Which acquisition is covered by Mach Natural Resources LPs new pro forma financials?

The pro forma financials relate to Mach Natural Resources LPs acquisition of certain oil and gas properties and related assets in the Permian Basin from Sabinal entities and 100% of the membership interests in SIMCOE LLC and Simlog LLC from VEPU Inc. and Simlog Inc., completed on September 16, 2025.

Why did Mach Natural Resources LP file these unaudited pro forma statements?

The unaudited pro forma condensed combined statements of operations were filed in connection with Mach Natural Resources LPs Registration Statement on Form S-3, to illustrate the combined results of operations of the company and the acquired businesses for the nine months ended September 30, 2025.

What period do the Mach Natural Resources LP pro forma financials cover?

The unaudited pro forma condensed combined statements of operations filed by Mach Natural Resources LP cover the nine months ended September 30, 2025.

Where can investors find the detailed pro forma information for Mach Natural Resources LP?

The detailed unaudited pro forma condensed combined financial statements are included as Exhibit 99.1 to the 8-K filed by Mach Natural Resources LP and are incorporated by reference into the companys Form S-3 registration statement.