Mach Natural Resources withholds 2,677 units for taxes

The withheld units were tied to vesting phantom units; Michael E. Reel held 83,139 common units directly after the transaction.

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

Rhea-AI Filing Summary

Mach Natural Resources LP reported that 2,677 common units were withheld from Michael E. Reel on October 28, 2026, to satisfy tax-withholding obligations associated with vesting phantom units. The reported price was $10.62 per unit. Reel, General Counsel and Secretary of Mach Natural Resources GP LLC, the issuer’s general partner, held 83,139 common units directly following the transaction.

Insider Trade Summary

Tax Withholding: 2,677 shares

Tax Withholding 1 txn

Insider Reel Michael E

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Units F1	2,677	$10.62	$28K

Holdings After Transaction: Common Units — 83,139 shares (Direct)

Footnotes (1)

1. F1. The Issuer withheld units to satisfy the tax withholding obligations associated with the vesting of phantom units.

Key Figures

Common units withheld: 2,677 common units Reported price per unit: $10.62 per unit Direct common units following transaction: 83,139 common units

3 metrics

Common units withheld 2,677 common units Tax withholding associated with vesting phantom units on October 28, 2026

Reported price per unit $10.62 per unit Withholding transaction on October 28, 2026

Direct common units following transaction 83,139 common units Michael E. Reel’s reported direct holdings after the October 28, 2026 transaction

Key Terms

phantom units, tax withholding obligations, general partner

3 terms

phantom units financial

"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

"tax withholding obligations associated with the vesting"

general partner technical

"the general partner of the Issuer"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

FAQ

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

How many MNR common units were withheld for taxes?

On October 28, 2026, 2,677 MNR common units were withheld to satisfy tax-withholding obligations associated with vesting phantom units. The reported price was $10.62 per unit. Michael E. Reel held 83,139 common units directly following the transaction.

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

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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^*

Reel Michael E

(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)

	Director		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	10/28/2026		F		2,677(1)	D	$10.62	83,139	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 Issuer withheld units to satisfy the tax withholding obligations associated with the vesting of phantom units.

Remarks:

The Reporting Person is General Counsel and Secretary 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	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)