MNR Form 4: 2,692 units at $12.46; 83,197 beneficially owned

Rhea-AI Filing Summary

Mach Natural Resources LP (MNR) disclosed a routine insider tax-withholding event. On 10/28/2025, an officer had 2,692 common units withheld to cover taxes upon vesting of phantom units, recorded at $12.46 per unit (Transaction Code F). Following this, the officer beneficially owns 83,197 units, held directly.

The reporting person serves as General Counsel and Secretary of the issuer’s general partner; the issuer is managed by the general partner’s directors and executive officers.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Reel Michael E

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Units	2,692	$12.46	$34K

Holdings After Transaction: Common Units — 83,197 shares (Direct)

Footnotes (1)

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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^*

Reel Michael E

(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)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	See Remarks		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(1)	10/28/2025		F		2,692	D	$12.46	83,197	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	10/30/2025
	** 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 Mach Natural Resources (MNR) report in this Form 4?

An officer reported a tax-withholding transaction of 2,692 common units tied to phantom unit vesting on 10/28/2025.

What was the transaction code and price per unit?

The filing lists Code F (tax withholding) at $12.46 per unit.

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

The officer beneficially owns 83,197 units directly after the reported transaction.

What triggered the withholding of units?

The issuer withheld units to satisfy taxes associated with the vesting of phantom units.

What is the reporting person’s role at MNR?

The reporting person is General Counsel and Secretary of Mach Natural Resources GP LLC, the issuer’s general partner.

Is this a purchase or sale by the officer?

No. Code F indicates shares were withheld by the issuer to cover tax obligations, not an open-market trade.