Mach Natural Resources withholds 16,156 units for taxes

The reported positions also include units held through four entities, and Ward disclaims beneficial ownership beyond any pecuniary interest.

Available on EDGAR 10/30/2026 - 04:11 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Mach Natural Resources LP withheld 16,156 common units from Tom L. Ward, CEO of Mach Natural Resources GP LLC, its general partner, on October 28, 2026, to satisfy tax withholding obligations associated with vesting phantom units. The reported price was $10.62 per unit; Ward’s direct holdings afterward were 14,205,136 common units. Reported indirect holdings were 13,467,452 units in the Tom L. Ward 1992 Revocable Living Trust, 421,100 in Mach Resources LLC, 167,030 in Tom L. Ward Family Foundation and 76,628 in WCT Resources LLC; Ward disclaims beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Tax Withholding: 16,156 shares

Tax Withholding 1 txn

Insider WARD TOM L.

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Units F5	16,156	$10.62	$172K
Holding	Common Units F1	--	--	--
Holding	Common Units F2	--	--	--
Holding	Common Units F3	--	--	--
Holding	Common Units F4	--	--	--

Holdings After Transaction: Common Units — 14,205,136 shares (Direct); Common Units — 13,467,452 shares (Indirect, Held by Tom L. Ward 1992 Revocable Living Trust); Common Units — 421,100 shares (Indirect, Held by Mach Resources LLC); Common Units — 167,030 shares (Indirect, Held by Tom L. Ward Family Foundation); Common Units — 76,628 shares (Indirect, Held by WCT Resources LLC)

Footnotes (5)

1. F1. The Reporting Person is the Trustee of the Tom L. Ward 1992 Revocable Living Trust (the "Trust"). By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by the Trust, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly, or indirectly.
2. F2. The Reporting Person exercises control over Mach Resources LLC ("Mach Resources"). Mach Resources is owned 50.5% by Tom L. Ward through the Trust and 49.5% by WCT Resources which is owned by certain trusts affiliated with Mr. Ward. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by Mach Resources, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. F3. The Reporting Person exercises control over the Tom L. Ward Family Foundation (the "Foundation"). By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by the Foundation, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly, or indirectly.
4. F4. The Reporting Person exercises control over WCT Resources which is owned by certain trusts affiliated with Mr. Ward. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by WCT Resources, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
5. F5. The Issuer withheld units to satisfy the tax withholding obligations associated with the vesting of phantom units.

Key Figures

Common units withheld: 16,156 units Reported price: $10.62 per unit Direct holdings after transaction: 14,205,136 common units +4 more

7 metrics

Common units withheld 16,156 units October 28, 2026; tax withholding associated with vesting phantom units

Reported price $10.62 per unit October 28, 2026 transaction

Direct holdings after transaction 14,205,136 common units Reported after the October 28, 2026 transaction

Trust-held units 13,467,452 common units Held by the Tom L. Ward 1992 Revocable Living Trust

Mach Resources LLC-held units 421,100 common units Reported indirect holdings

Family Foundation-held units 167,030 common units Held by Tom L. Ward Family Foundation

WCT Resources LLC-held units 76,628 common units Reported indirect holdings

Key Terms

phantom units, tax withholding obligations, pecuniary interest, beneficial ownership

4 terms

phantom units financial

"associated with the vesting of phantom units"

Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.

tax withholding obligations financial

"satisfy the tax withholding obligations"

pecuniary interest financial

"to the extent of any pecuniary interest"

beneficial ownership financial

"disclaims any beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MNR common units were withheld, and why?

Mach Natural Resources LP withheld 16,156 common units on October 28, 2026, to satisfy tax withholding obligations associated with vesting phantom units. The reported price was $10.62 per unit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WARD TOM L.

(Last) (First) (Middle)

14201 WIRELESS WAY, SUITE 300

(Street)

OKLAHOMA CITY OKLAHOMA 73134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MACH NATURAL RESOURCES LP [ MNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	See Remarks		See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units								13,467,452	I	Held by Tom L. Ward 1992 Revocable Living Trust(1)
Common Units								421,100	I	Held by Mach Resources LLC(2)
Common Units								167,030	I	Held by Tom L. Ward Family Foundation(3)
Common Units								76,628	I	Held by WCT Resources LLC(4)
Common Units	10/28/2026		F		16,156(5)	D	$10.62	14,205,136	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is the Trustee of the Tom L. Ward 1992 Revocable Living Trust (the "Trust"). By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by the Trust, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly, or indirectly.

2. The Reporting Person exercises control over Mach Resources LLC ("Mach Resources"). Mach Resources is owned 50.5% by Tom L. Ward through the Trust and 49.5% by WCT Resources which is owned by certain trusts affiliated with Mr. Ward. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by Mach Resources, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. The Reporting Person exercises control over the Tom L. Ward Family Foundation (the "Foundation"). By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by the Foundation, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly, or indirectly.

4. The Reporting Person exercises control over WCT Resources which is owned by certain trusts affiliated with Mr. Ward. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by WCT Resources, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

5. The Issuer withheld units to satisfy the tax withholding obligations associated with the vesting of phantom units.

Remarks:

The Reporting Person is Chief Executive Officer of Mach Natural Resources GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ Michael E. Reel, as attorney-in-fact for the Reporting Person	10/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)