MNR Form 4: Director granted 12,039 phantom units; 29,111 owned

Rhea-AI Filing Summary

Mach Natural Resources LP disclosed an insider award on Form 4. A director received 12,039 phantom units on 10/28/2025 at $12.46 per unit (Transaction Code: A). After this grant, the reporting person beneficially owns 29,111 common units, held directly.

Each phantom unit represents the right to receive one common unit upon vesting on the first anniversary of the grant date, subject to continued service. The reporting person is a director of Mach Natural Resources GP LLC, the issuer’s general partner.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Giesinger Edgar R. JR.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Units	12,039	$12.46	$150K

Holdings After Transaction: Common Units — 29,111 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Giesinger Edgar R. JR.

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

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	10/28/2025		A		12,039(1)	A	$12.46	29,111	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 reported securities represent phantom units. Each phantom unit represents the contingent right to receive one common unit of the Issuer upon vesting. The phantom units will vest on the first anniversary of the grant date, subject in each case to the continued service through such dates.

Remarks:

The Reporting Person is a Director 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	10/30/2025
	** 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 did MNR disclose in this Form 4 filing?

A director was awarded 12,039 phantom units on 10/28/2025 at $12.46 per unit, increasing direct beneficial ownership to 29,111 units.

What are the vesting terms of the phantom units at MNR?

Each phantom unit converts into one common unit on the first anniversary of the grant date, subject to continued service.

What is the transaction code for the reported MNR insider transaction?

The transaction code is A, indicating an award or grant.

How many MNR units does the reporting person own after the transaction?

The reporting person beneficially owns 29,111 common units, held directly.

Who is the reporting person’s relationship to MNR?

The reporting person is a Director of Mach Natural Resources GP LLC, the issuer’s general partner.

What is the price associated with the awarded phantom units at MNR?

The units are reported at $12.46 per unit.