MNR CEO-linked entities report new common unit purchases

Rhea-AI Filing Summary

Mach Natural Resources LP (MNR) filed a Form 4 reporting an insider purchase of common units. On 11/25/2025, the Tom L. Ward Family Foundation bought 43,660 common units at a weighted average price of $11.45 per unit, increasing its directly held position to 127,030 common units. The reporting person is a director, officer and 10% owner and is also Chief Executive Officer of Mach Natural Resources GP LLC, the issuer’s general partner.

After this transaction, 13,218,411 common units are held indirectly through the Tom L. Ward 1992 Revocable Trust and 421,100 common units are held indirectly through Mach Resources LLC, reflecting multiple vehicles through which the reporting person may be deemed to share beneficial ownership, subject to customary pecuniary-interest disclaimers.

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

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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^*

WARD TOM L.

(Last) (First) (Middle)

14201 WIRELESS WAY,

SUITE 300

(Street)

OKLAHOMA CITY OK 73134

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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

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

X	Form filed by One Reporting Person
	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								13,218,411	I	Held by Tom L. Ward 1992 Revocable Trust(1)
Common Units								421,100	I	Held by Mach Resources LLC(2)
Common Units	11/25/2025		P		43,660	A	$11.45(3)	127,030	I	Held by Tom L. Ward Family Foundation(4)
Common Units								13,855,623	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 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 LLC which is owned by certain trusts affiliated with Mr. Ward for which an employee of Mach Resources is trustee. 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 price reported in Column 4 is a weighted average price. These common units were purchased by the Tom L. Ward Family Foundation (the "Foundation") in multiple transactions at prices ranging from $11.43 to $11.46, inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. The Reporting Person exercises control over 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.

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	11/25/2025
	** 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 Mach Natural Resources LP (MNR) report on this Form 4?

The filing reports that on 11/25/2025, the Tom L. Ward Family Foundation purchased 43,660 common units of Mach Natural Resources LP.

At what price were the Mach Natural Resources (MNR) units purchased on 11/25/2025?

The common units were bought at a weighted average price of $11.45 per unit, from multiple trades executed between $11.43 and $11.46 per unit.

How many Mach Natural Resources (MNR) units does the Tom L. Ward Family Foundation own after this transaction?

Following the reported transaction, the Tom L. Ward Family Foundation holds 127,030 common units of Mach Natural Resources LP.

What other indirect holdings in Mach Natural Resources (MNR) are reported on this Form 4?

The filing shows 13,218,411 common units held indirectly through the Tom L. Ward 1992 Revocable Trust and 421,100 common units held indirectly through Mach Resources LLC.

What is the reporting person’s relationship to Mach Natural Resources LP (MNR)?

The reporting person is identified as a director, 10% owner, and officer, and serves as Chief Executive Officer of Mach Natural Resources GP LLC, the issuer’s general partner.

How does the reporting person describe beneficial ownership of Mach Natural Resources (MNR) units held in related entities?

The reporting person states that he may be deemed to have or share beneficial ownership of units held by the trust, Mach Resources LLC, and the foundation, but disclaims beneficial ownership beyond any pecuniary interest.