Sabinal (NYSE: MNR) returns 227,547 units under purchase deal

Rhea-AI Filing Summary

Mach Natural Resources reported an insider ownership adjustment tied to its purchase and sale agreement with Sabinal Energy Operating, LLC. On February 9, 2026, Sabinal agreed to deliver 227,547 Common Units back to Mach as a final purchase price adjustment under the PSA.

After this transfer, Sabinal, a portfolio company of a fund managed by Kayne Anderson Capital Advisors, L.P., is shown as indirectly holding 18,960,034 Common Units of Mach Natural Resources.

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
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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^*

KAYNE ANDERSON CAPITAL ADVISORS LP

(Last) (First) (Middle)

2121 AVENUE OF THE STARS

9TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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

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

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

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	02/09/2026		J(1)		227,547	D	$14.56	18,960,034	I(2)	Sabinal Energy Operating, LLC

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

1. Name and Address of Reporting Person^*

KAYNE ANDERSON CAPITAL ADVISORS LP

(Last) (First) (Middle)

2121 AVENUE OF THE STARS

9TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sabinal Energy Operating, LLC

(Last) (First) (Middle)

717 TEXAS AVENUE, SUITE 2200

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As part of the purchase and sale agreement between Mach Natural Resources ("MNR") and Sabinal Energy Operating, LLC ("Sabinal") (the "PSA"), MNR issued Sabinal 19,187,581 Common Units (the "Sabinal Common Units"), as previously disclosed in the Form 3 filed on 9/22/25. In accordance with the final purchase price adjustment mechanics contained in the PSA, Sabinal has agreed to deliver to MNR 227,547 Sabinal Common Units.

2. The reported units are held by Sabinal Energy Operating, LLC, a portfolio company of a private investment fund managed by Kayne Anderson Capital Advisors, L.P.

	/s/ Michael O'Neil	02/11/2026
	/s/ Oren Marouni	02/11/2026
	** 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.

FAQ

What insider transaction did MNR report in this Form 4?

Mach Natural Resources reported that Sabinal Energy Operating, LLC agreed to deliver 227,547 Common Units back to the company. This adjustment stems from final purchase price mechanics in their purchase and sale agreement, rather than an open-market trade or discretionary sale.

Who is the reporting owner in the MNR Form 4 filing?

The filing lists Kayne Anderson Capital Advisors, L.P. and Sabinal Energy Operating, LLC as reporting persons, each identified as a 10% owner. The reported Common Units are held by Sabinal, which is a portfolio company of a private investment fund managed by Kayne Anderson.

How many MNR units did Sabinal return under the purchase agreement?

Sabinal agreed to deliver 227,547 Mach Natural Resources Common Units back to the company. This delivery was required under the final purchase price adjustment mechanics in the purchase and sale agreement, refining the original equity consideration MNR issued to Sabinal.

What is Sabinal’s MNR ownership after the reported transaction?

Following the reported adjustment, Sabinal Energy Operating, LLC is shown as indirectly beneficially owning 18,960,034 Common Units of Mach Natural Resources. These units reflect Sabinal’s remaining equity stake after delivering 227,547 units back to Mach under the purchase price adjustment.

What price per unit is shown for the MNR Form 4 transaction?

The Form 4 lists a price of $14.56 per Common Unit for the 227,547 units delivered by Sabinal. This price is part of the transaction reporting structure and does not change that the transfer arises from purchase price adjustment terms in the purchase and sale agreement.

How many MNR units did Sabinal originally receive under the PSA?

Under the purchase and sale agreement, Mach Natural Resources issued Sabinal 19,187,581 Common Units, described as the Sabinal Common Units. The reported 227,547-unit delivery back to Mach reflects a final adjustment to that original equity consideration based on the agreement’s pricing mechanics.