8-K
MACH NATURAL RESOURCES LP (MNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):August 7, 2025
Mach Natural Resources LP
(Exact name of registrant as specified in itscharter)
| Delaware | 001-41849 | 93-1757616 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 14201 Wireless Way, Suite 300, Oklahoma City, Oklahoma | 73134 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(405) 252-8100
Registrant’s telephone number, includingarea code
Not applicable.
(Former name or former address, if changed sincelast report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common units representing limited partner interests | MNR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 7, 2025, Mach Natural Resources LP (the “Company”) issued a press release (the “Press Release”) providing information on its results of operations and financial condition for the quarter ended June 30, 2025. The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
The information under this Item 2.02 and in Exhibit 99.1 to this Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01. Regulation FD Disclosure.
In addition to providing the results of operations and financial condition for the quarter ended June 30, 2025, the Press Release announced the Company’s declaration of its quarterly distribution for the second quarter of 2025. The full text of the Press Release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information under this Item 7.01 and in Exhibit 99.1 to this Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 to this Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued August 7, 2025. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mach Natural Resources LP | |||
|---|---|---|---|
| By: | Mach Natural Resources GP LLC, | ||
| its general partner | |||
| Dated: August 7, 2025 | By: | /s/ Tom L. Ward | |
| Name: | Tom L. Ward | ||
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Mach Natural Resources LP Reports Second Quarter 2025 Results; DeclaresQuarterly Cash Distribution of $0.38 Per Common Unit
OKLAHOMA CITY, Oklahoma, August 7, 2025 — Mach Natural Resources LP (NYSE: MNR) (“Mach” or the “Company”) today reported financial and operating results for the three months ended June 30, 2025. The Company also announced its quarterly cash distribution.
Second Quarter 2025 Highlights
| ● | Averaged total net production of 83.6 thousand barrels of<br>oil equivalent per day (“Mboe/d”) |
|---|---|
| ● | Produced an average of 19.3 thousand barrels of oil per day<br>(“MBbl/d”) |
| --- | --- |
| ● | Lease operating expense of $6.52 per barrel of oil equivalent<br>(“Boe”) |
| --- | --- |
| ● | Reported net income and Adjusted EBITDA^(1)^ of<br>$90 million and $122 million, respectively |
| --- | --- |
| ● | Generated net cash<br>provided by operating activities of $130 million |
| --- | --- |
| ● | Incurred total development<br>costs of $64 million |
| --- | --- |
| ● | Declared a quarterly<br>cash distribution of $0.38 per common unit |
| --- | --- |
Recent Highlights
| ● | Announced on July 10, 2025, two accretive transactions for a combined consideration of approximately $1.3 billion, significantly enhancing<br>scale and diversifying Mach’s portfolio with Permian Basin and San Juan Basin entry |
|---|
“Our second quarter results reflect continued strong execution of our 2025 plan,” said Tom L. Ward, Chief Executive Officer of Mach. “A steady adherence to the four pillars of our disciplined business model allows us to announce a distribution of $0.38 per common unit for the period. Just last month, we took an important step in expanding our operational scale and diversifying our asset base with the announcement of two transformative acquisitions. We believe these transactions lay the groundwork for sustainable long-term growth and underscore our commitment to maximizing unitholder value.”
Second Quarter 2025 FinancialResults
Mach reported total revenue and net income of $289 million and $90 million in the second quarter of 2025, respectively. Additionally, during the second quarter, the average realized price was $63.10 per barrel of oil, $2.81 per Mcf of natural gas, and $22.41 per barrel of natural gas liquids (“NGLs”). These prices exclude the effects of derivatives.
As of June 30, 2025, Mach had a cash balance of $14 million, remaining availability under the Revolving Credit Facility of $180 million, and a pro forma net-debt-to-Adjusted-EBITDA ratio of 0.9x.
Second Quarter 2025 Operational Results
During the second quarter of 2025, Mach achieved average oil equivalent production of 83.6 Mboe/d, which consisted of 23% oil, 53% natural gas and 24% NGLs. Also, for the second quarter of 2025, Mach’s production revenues from oil, natural gas, and NGLs sales totaled $219 million, comprised of 51% oil, 31% natural gas, and 18% NGLs.
The Company spud 9 gross (8 net) operated wells and brought online 11 gross (9 net) operated wells in the second quarter of 2025. As of June 30, 2025, the Company had 3 gross (2.7 net) operated wells in various stages of drilling and completion.
Mach’s lease operating expense in the second quarter of 2025 was $50 million, or $6.52 per Boe. Mach incurred $32 million, or $4.18 per Boe, of gathering and processing expenses in the second quarter of 2025. Furthermore, during the second quarter of 2025, production taxes as a percentage of oil, natural gas, and NGL sales were approximately 4.8%, midstream operating profit was approximately $4 million, general and administrative expenses—excluding equity-based compensation of $2 million—was $7 million, and interest expense was $12 million.
In the second quarter of 2025, Mach’s total development costs were $64 million, including $59 million of upstream capital and $5 million of other capital (including midstream and land).
Distributions
Mach announced today that the board of directors of its general partner declared a quarterly cash distribution for the second quarter of 2025 of $0.38 per common unit. The quarterly cash distribution is to be paid on September 4, 2025, to common unitholders of record as of the close of trading on August 21, 2025.
2025 Outlook
Following the closing of the Permian Basin and San Juan Basin transactions, which are expected to close during the third quarter of 2025, Mach will provide updated forward-looking guidance.
Additional details of Mach’s forward-looking guidance are available on the Company’s website at www.machnr.com.
Conference Call and Webcast Information
Mach will host a conference call and webcast at 9:00 a.m. Central (10:00 a.m. Eastern) on Friday, August 8, 2025, to discuss its second quarter 2025 results. Participants can access the conference call by dialing 877-407-2984. A webcast link to the conference call will be provided on the Company’s website at www.ir.machnr.com. A replay will also be available on the Company’s website following the call.
2
About Mach Natural Resources LP
Mach Natural Resources LP is an independent upstream oil and gas company currently focused on the acquisition, development and production of oil, natural gas and NGL reserves in the Anadarko Basin region of Western Oklahoma, Southern Kansas and the panhandle of Texas. For more information, please visit www.machnr.com.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Mach Natural Resources LP
Investor Relations Contact: ir@machnr.com
Non-GAAP Financial Measures and Disclosures
This press release includes non-GAAP financial measures. Pursuant to regulatory disclosure requirements, Mach is required to reconcile non-GAAP financial measures to the related GAAP information. Reconciliations of these non-GAAP measures are provided below. Reconciliations of these non-GAAP measures, along with other financial and operational disclosures, are also within the supplemental tables that are available on the Company’s website at www.machnr.com and in the related Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”).
Adjusted EBITDA^(1)^
Mach includes in this press release the supplemental non-GAAP financial performance measure Adjusted EBITDA and provides the Company’s calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the Company’s most directly comparable financial measure calculated and presented in accordance with GAAP. The Company defines Adjusted EBITDA as net income before (1) interest expense, net, (2) depreciation, depletion, amortization and accretion, (3) unrealized loss (gain) on derivative instruments, (4) loss on debt extinguishment, (5) equity-based compensation expense and (6) (gain) loss on sale of assets, net.
Adjusted EBITDA is used as a supplemental financial performance measure by Mach’s management and by external users of Mach’s financial statements, such as industry analysts, investors, lenders, rating agencies and others, to more effectively evaluate the Company’s operating performance and results of operation from period to period and against Mach’s peers without regard to financing methods, capital structure or historical cost basis. Mach excludes the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within the industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA is not a measurement of Mach’s financial performance under GAAP and should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as indicators of the Company’s operating performance. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that Mach’s results will be unaffected by unusual items. The Company’s computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies.
3
Reconciliation of GAAP Financial Measure toAdjusted EBITDA
| Three Months Ended <br><br>June 30, | Six Months Ended <br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net Income Reconciliation to Adjusted EBITDA: | ||||||||||||
| Net income | $ | 89,661 | $ | 39,516 | $ | 105,547 | $ | 81,218 | ||||
| Interest expense, net | 12,097 | 25,880 | 29,514 | 50,952 | ||||||||
| Depreciation, depletion, amortization and accretion | 67,098 | 68,061 | 130,683 | 135,531 | ||||||||
| Unrealized (gain) loss on derivative instruments | (48,551 | ) | (124 | ) | (6,211 | ) | 33,099 | |||||
| Loss on debt extinguishment | — | — | 18,540 | — | ||||||||
| Equity-based compensation expense | 2,103 | 2,300 | 4,215 | 3,482 | ||||||||
| Gain on sale of assets | (138 | ) | (298 | ) | (167 | ) | (309 | ) | ||||
| Adjusted EBITDA | $ | 122,270 | $ | 135,335 | $ | 282,121 | $ | 303,973 |
Cautionary Note RegardingForward-Looking Statements
This release containsstatements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regardingfuture events or future results, in contrast with statements that reflect historical facts. All statements, other than statements ofhistorical fact included in this release regarding our strategy, future operations, financial position, estimated revenues andlosses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this release,words such as “may,” “assume,” “forecast,” “could,” “should,”“will,” “plan,” “believe,” “anticipate,” “intend,”“estimate,” “expect,” “project,” “budget” and similar expressions are used toidentify forward-looking statements, although not all forward-looking statements contain such identifying words. Theseforward-looking statements are based on management’s current belief, based on currently available information as to theoutcome and timing of future events at the time such statement was made. Such statements are subject to a number of assumptions,risk and uncertainties, many of which are beyond the control of the Company. These include, but are not limited to, the satisfactionof conditions to the closing of the Permian Basin and San Juan Basin transactions; commodity price volatility; the impact ofepidemics, outbreaks or other public health events, and the related effects on financial markets, worldwide economic activity andour operations; uncertainties about our estimated oil, natural gas and natural gas liquids reserves, including the impact ofcommodity price declines on the economic producibility of such reserves, and in projecting future rates of production; theconcentration of our operations in the Anadarko Basin; difficult and adverse conditions in the domestic and global capital andcredit markets; lack of transportation and storage capacity as a result of oversupply, government regulations or other factors; lackof availability of drilling and production equipment and services; potential financial losses or earnings reductions resulting fromour commodity price risk management program or any inability to manage our commodity risks; failure to realize expected valuecreation from property acquisitions and trades; access to capital and the timing of development expenditures; environmental,weather, drilling and other operating risks; regulatory changes, including potential shut-ins or production curtailments mandated bythe Railroad Commission of Texas, the Oklahoma Corporation Commission and/or the Kansas Corporation Commission; competition in theoil and natural gas industry; loss of production and leasehold rights due to mechanical failure or depletion of wells and ourinability to re-establish their production; our ability to service our indebtedness; any downgrades in our credit ratings that couldnegatively impact our cost of and ability to access capital; cost inflation; the potential for significant new tariffs and theirimpact on global oil, natural gas and NGL markets; political and economic conditions and events in foreign oil and natural gasproducing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, the warin Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts ofterrorism or sabotage; evolving cybersecurity risks such as those involving unauthorized access, denial-of-service attacks,malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing-attacks,ransomware, social engineering, physical breaches or other actions; and risks related to our ability to expand our business,including through the recruitment and retention of qualified personnel. Please read the Company’s filings with the SEC,including “Risk Factors” in the Company’s Annual Report on Form 10-K, which is on file with the SEC, for adiscussion of risks and uncertainties that could cause actual results to differ from those in such forward-lookingstatements.
As a result, these forward-lookingstatements are not a guarantee of our performance, and you should not place undue reliance on such statements. Any forward-looking statementspeaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-lookingstatement, whether as a result of new information, future events or otherwise.
4