Mach Natural Resources retires 1.42M units in deal

Rhea-AI Filing Summary

Mach Natural Resources LP reported an ownership restructuring involving entities associated with IKAV General Partner S.a r.l. and VEPU Inc. A Form 4 entry shows that on May 6, 2026, 1,422,476 common units held by VEPU Inc. were retired and cancelled under a settlement agreement and third amendment to a membership interest purchase agreement, reflecting the final adjusted purchase price for a prior acquisition.

After these changes, one indirect holding line reflects 4,259,110 common units, and another reflects 19,371,999 common units, both reported as held indirectly through entities such as VEPU Inc. and SIMLOG Inc. The filing describes this as an “other acquisition or disposition” rather than an open‑market trade, and the reporting persons state they may be deemed to share beneficial ownership through these entities while formally disclaiming beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

Other: 1,422,476 shares

Other 2 txns

Insider IKAV General Partner S.a r.l., VEPU Inc.

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Common Units	1,422,476	$14.06	$20.00M
holding	Common Units	--	--	--

Holdings After Transaction: Common Units — 23,631,109 shares (Indirect, See footnote)

Footnotes (5)

1. F1. On May 6, 2026, SIMLOG INC., VEPU Inc. and Mach Natural Resources LP (the "Issuer") entered into a settlement agreement and third amendment to membership interest purchase agreement, pursuant to which, among other things, 1,422,476 common units held by VEPU Inc. were retired and cancelled to reflect the final adjusted purchase price under that certain Membership Interest Purchase Agreement, dated as of July 9, 2025, by and among SIMLOG INC., VEPU Inc. and the Issuer.
2. F2. These common units are held directly by VEPU Inc., which is wholly owned by IDI Investment S.a r.l., which is controlled by IKAV SICAV FIS SCA, whose general partner is IKAV General Partner S.a r.l., which is wholly owned by Institut fur Kapitalanlagen und Vesicherungslosungen GmbH, whose majority owner is Constantin von Wasserschleben. This statement is jointly filed by and on behalf each of the foregoing entities and Mr. von Wasserschleben. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by VEPU Inc.
3. F3. These common units are held directly by SIMLOG Inc., which is wholly owned by Simlog S.a r.l., which is controlled by IKAV SICAV FIS SCA, whose general partner is IKAV General Partner S.a r.l., which is wholly owned by Institut fur Kapitalanlagen und Vesicherungslosungen GmbH, whose majority owner is Mr. von Wasserschleben. This statement is jointly filed by and on behalf each of the foregoing entities and Mr. von Wasserschleben. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by SIMLOG Inc.
4. F4. The reporting persons each disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement.
5. F5. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

Key Figures

Units retired: 1,422,476 common units Indirect holding A: 4,259,110 common units Indirect holding B: 19,371,999 common units +4 more

7 metrics

Units retired 1,422,476 common units Retired and cancelled under settlement on May 6, 2026

Indirect holding A 4,259,110 common units Total common units following holding entry, indirect ownership

Indirect holding B 19,371,999 common units Total common units following “J” transaction, indirect ownership

Reference price $14.06 per unit Price per common unit listed with J-code transaction

Restructuring shares 1,422,476 units Classified as restructuring in transaction summary (code J)

Transaction date May 15, 2026 Date of reported Form 4 transactions

Agreement date July 9, 2025 Date of original Membership Interest Purchase Agreement

Key Terms

settlement agreement, membership interest purchase agreement, beneficial ownership, Section 16 of the Exchange Act, +1 more

5 terms

settlement agreement financial

"entered into a settlement agreement and third amendment to membership interest purchase agreement"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

membership interest purchase agreement financial

"final adjusted purchase price under that certain Membership Interest Purchase Agreement, dated as of July 9, 2025"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

beneficial ownership regulatory

"may be deemed to share beneficial ownership of the securities held of record by VEPU Inc."

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.

Section 16 of the Exchange Act regulatory

"for purposes of Section 16 of the Exchange Act of 1934, as amended"

Section 13(d) or 13(g) regulatory

"for purposes of Section 13(d) or 13(g) of the Exchange Act"

FAQ

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

What did the latest Form 4 for MNR disclose about Mach Natural Resources LP?

The Form 4 for MNR discloses an ownership restructuring. A settlement and amendment to a membership interest purchase agreement led to retirement and cancellation of 1,422,476 common units previously held by VEPU Inc., adjusting the final purchase price for a prior deal.

How many Mach Natural Resources (MNR) units were retired in the restructuring?

The filing states that 1,422,476 common units of Mach Natural Resources LP were retired and cancelled. This occurred under a settlement agreement and third amendment to a membership interest purchase agreement among SIMLOG Inc., VEPU Inc. and the issuer, reflecting a final purchase price adjustment.

Which entities are involved in the Mach Natural Resources MNR unit retirement?

The unit retirement involves SIMLOG Inc., VEPU Inc. and Mach Natural Resources LP. VEPU Inc. held the 1,422,476 common units that were retired and cancelled under a settlement agreement and third amendment to a membership interest purchase agreement dated July 9, 2025.

What indirect holdings are reported in the MNR Form 4 after the transaction?

After the transaction, one line in the Form 4 reports 4,259,110 common units held indirectly, and another reports 19,371,999 common units held indirectly. These units are held through entities such as VEPU Inc. and SIMLOG Inc., with complex ownership chains described in the footnotes.

How do the reporting persons describe their beneficial ownership in MNR units?

The reporting persons state they may be deemed to share beneficial ownership of units held by VEPU Inc. and SIMLOG Inc. However, they expressly disclaim beneficial ownership of the securities covered, except to the extent of their pecuniary interest, and deny any admission of group status under Exchange Act Sections 13(d) or 13(g).

Was the Mach Natural Resources (MNR) Form 4 an open-market buy or sell?

No open-market buy or sell is reported. The key entry carries transaction code “J”, described as an “other acquisition or disposition,” and relates to retirement and cancellation of 1,422,476 common units under a settlement agreement, not to a market purchase or sale.

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

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Accepted by SEC EDGAR 05/19/2026 - 09:45 PM Learn about SEC filing dates

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^*

IKAV General Partner S.a r.l.

(Last) (First) (Middle)

74A, ROUTE DE LUXEMBOURG

(Street)

WASSERBILLIG L-6633

(City) (State) (Zip)

LUXEMBOURG

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

	Form filed by One Reporting Person
X	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	05/15/2026		J(1)		1,422,476	D	$14.06	19,371,999	I	See footnote(2)(4)(5)
Common Units								4,259,110	I	See footnote(3)(4)(5)

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^*

IKAV General Partner S.a r.l.

(Last) (First) (Middle)

74A, ROUTE DE LUXEMBOURG

(Street)

WASSERBILLIG L-6633

(City) (State) (Zip)

LUXEMBOURG

(Country)

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^*

VEPU Inc.

(Last) (First) (Middle)

1301 MCKINNEY STREET SUITE 1600

(Street)

HOUSTON TEXAS 77010

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On May 6, 2026, SIMLOG INC., VEPU Inc. and Mach Natural Resources LP (the "Issuer") entered into a settlement agreement and third amendment to membership interest purchase agreement, pursuant to which, among other things, 1,422,476 common units held by VEPU Inc. were retired and cancelled to reflect the final adjusted purchase price under that certain Membership Interest Purchase Agreement, dated as of July 9, 2025, by and among SIMLOG INC., VEPU Inc. and the Issuer.

2. These common units are held directly by VEPU Inc., which is wholly owned by IDI Investment S.a r.l., which is controlled by IKAV SICAV FIS SCA, whose general partner is IKAV General Partner S.a r.l., which is wholly owned by Institut fur Kapitalanlagen und Vesicherungslosungen GmbH, whose majority owner is Constantin von Wasserschleben. This statement is jointly filed by and on behalf each of the foregoing entities and Mr. von Wasserschleben. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by VEPU Inc.

3. These common units are held directly by SIMLOG Inc., which is wholly owned by Simlog S.a r.l., which is controlled by IKAV SICAV FIS SCA, whose general partner is IKAV General Partner S.a r.l., which is wholly owned by Institut fur Kapitalanlagen und Vesicherungslosungen GmbH, whose majority owner is Mr. von Wasserschleben. This statement is jointly filed by and on behalf each of the foregoing entities and Mr. von Wasserschleben. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by SIMLOG Inc.

4. The reporting persons each disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities covered by this statement.

5. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

	IKAV GENERAL PARTNER S.A R.L. By: /s/ Gregor Gruber Name: Gregor Gruber Title: Director By: /s/ Marco Hoopmann Name: Marco Hoopmann Title: Director	05/19/2026
	VEPU INC. By: /s/ Gregor Gruber Name: Gregor Gruber Title: Director	05/19/2026
	** 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)