Form 8-K - Groowe Newsroom

8-K — MACH NATURAL RESOURCES LP

Accession: 0001213900-26-040477

Filed: 2026-04-06

Period: 2026-04-06

CIK: 0001980088

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Financial Statements and Exhibits

Documents

8-K — ea0285164-8k_mach.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS MACH NATURAL RESOURCES LP FOR THE YEAR ENDED DECEMBER 31, 2025 (ea028516401ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285164-8k_mach.htm · Sequence: 1

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0001980088

2026-04-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

April 6, 2026

Mach Natural Resources LP

(Exact name of registrant as specified in its

charter)

Delaware

001-41849

93-1757616

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

14201 Wireless Way, Suite 300, Oklahoma City, Oklahoma

73134

(Address of principal executive offices)

(Zip Code)

(405) 252-8100

Registrant’s telephone number, including

area code

Not applicable.

(Former name or former address, if changed since

last 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

Name of 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. ☒

EXPLANATORY NOTE

As previously disclosed, on

September 16, 2025, Mach Natural Resources LP (the “Company”) completed the acquisition of (i) certain rights, title and interests

in oil and gas properties, rights and related assets located in certain designated lands in the Permian Basin from Sabinal Energy Operating,

LLC, Sabinal Resources, LLC and Sabinal CBP, LLC and (ii) 100% of the membership interests in SIMCOE LLC and Simlog LLC from VEPU Inc.

and Simlog Inc. The Company is filing this Current Report on Form 8-K to provide certain unaudited pro forma financial information regarding

the acquisitions in connection with the Registration Statement on Form S-3 filed by the Company with the U.S. Securities and Exchange

Commission (the “Commission”) on October 30, 2025 and declared effective by the Commission on December 12, 2025.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma condensed

combined statements of operations for the year ended December 31, 2025 are filed herewith and attached hereto as Exhibit 99.1, and are

incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

99.1

Unaudited Pro

Forma Condensed Combined Statement of Operations of Mach Natural Resources LP for the year ended December 31, 2025.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, 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: April 6, 2026

By:

/s/ Tom L. Ward

Name:

Tom L. Ward

Title:

Chief Executive Officer

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS MACH NATURAL RESOURCES LP FOR THE YEAR ENDED DECEMBER 31, 2025

EX-99.1

Filename: ea028516401ex99-1.htm · Sequence: 2

Exhibit 99.1

MACH NATURAL RESOURCES LP

Unaudited Pro Forma Condensed Combined

Statement of Operations

Introduction

Mach Natural Resources LP (the “Company”)

is a limited partnership focused on the acquisition, development and production of oil, natural gas and natural gas liquid (“NGL”)

reserves in the Anadarko Basin region of Western Oklahoma, Southern Kansas and the panhandle of Texas; the San Juan Basin region of New

Mexico and Colorado; and the Permian Basin region of West Texas.

On July 9, 2025, the Company entered

into a membership interest purchase agreement (the “IKAV Purchase Agreement”) with VEPU Inc. and Simlog Inc. (collectively,

the “IKAV Sellers”), pursuant to which the Company would acquire one hundred percent (100%) of the IKAV Sellers’ membership

interests in certain rights, titles and interests in oil and gas properties, rights and related assets located in certain designated lands

in the San Juan Basin of New Mexico and Colorado. Specifically, the Company acquired 100% of the membership interests of SIMCOE LLC (“SIMCOE”)

and Simlog LLC from VEPU Inc. and Simlog Inc, respectively. Simlog LLC owns 100% of the issued and outstanding equity interests of SJ

INVESTMENT OPPS LLC (“SJ” and together with SIMCOE, the “IKAV Companies”), which represents substantially all

of Simlog LLC. On September 16, 2025, the Company entered into that certain First Amendment to the IKAV Purchase Agreement (the “IKAV

Purchase Agreement Amendment” and together with the IKAV Purchase Agreement, the “IKAV MIPA”).

On September 16, 2025, the Company acquired

the IKAV Companies, pursuant to the IKAV MIPA, for consideration of approximately $759.6 million comprising (i) $349.8 million in cash

and (ii) 30.6 million common units of the Company (the “IKAV Unit Consideration”), subject to certain customary post-close

adjustments (such transaction, the “IKAV Acquisition”). The IKAV Unit Consideration has a value of approximately $409.9 million.

On July 9, 2025, the Company entered

into a Purchase and Sale Agreement (the “Sabinal PSA”) with Sabinal Energy Operating, LLC, Sabinal Resources, LLC and Sabinal

CBP, LLC (collectively, the “Sabinal Sellers”), pursuant to which the Company would acquire certain oil and gas assets located

in certain designated lands in the Permian Basin (the “Sabinal Assets”).

On September 16, 2025, the Company acquired

the Sabinal Assets, pursuant to the Sabinal PSA, for consideration of approximately $448.0 million comprising (i) $194.1 million in cash

and (ii) 19.0 million common units (the “Sabinal Unit Consideration”), subject to certain customary post-close adjustments

(such transaction, the “Sabinal Acquisition” and together with the IKAV Acquisition, the “Transactions”). The

Sabinal Unit Consideration has a value of approximately $253.9 million.

The unaudited pro forma condensed combined

statement of operations (the “pro forma statement of operations”) has been prepared in accordance with Article 11 of Regulation

S-X, Pro Forma Financial Information, using assumptions set forth in the notes to the unaudited pro forma statement of operations. The

following pro forma statement of operations reflects the historical results of the Company, SIMCOE, SJ, and Sabinal Energy Operating,

LLC and subsidiaries (“Sabinal”) on a pro forma basis to give effect to the Transactions, which are described in further detail

below, as if they had occurred on January 1, 2025:

1. The consummation of the IKAV Acquisition pursuant to the

terms of the IKAV MIPA.

2. The consummation of the Sabinal Acquisition pursuant to the

terms of the Sabinal PSA.

3. The entrance into the First Amendment to the Company’s

credit agreement as further described in “Note 1 – Basis of Pro Forma Presentation” included elsewhere in the notes

to the pro forma statement of operations.

The pro forma adjustments are based on

currently available information which is considered preliminary and is based on certain estimates and assumptions. Therefore, the actual

adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for

presenting the significant effects of the Transactions as contemplated and the pro forma adjustments give appropriate effect to those

assumptions and are properly applied in the pro forma statement of operations. The Company has not included any adjustments depicting

synergies or dis-synergies of the Transactions.

The pro forma statement of operations

and related notes are presented for illustrative purposes only. If the Transactions had occurred in the past, the Company’s operating

results might have been materially different from those presented in the pro forma statement of operations. The pro forma statement of

operations should not be relied upon as an indication of operating results that the Company would have achieved if the IKAV Acquisition

and the Sabinal Acquisition had taken place on the date specified. In addition, future results may vary significantly from the results

reflected in the pro forma statement of operations and should not be relied upon as an indication of the future results the Company.

MACH NATURAL RESOURCES LP

Unaudited Pro Forma Condensed Combined

Statement of Operations

For the Year Ended December 31, 2025

(in thousands, except per unit data)

Mach Natural

Resources LP

(Historical)

IKAV Companies

As Adjusted

(See Note 4)

Sabinal Assets

As Adjusted

(See Note 5)

Transaction

Accounting

Adjustments

(Pro Forma)

Mach Natural

Resources LP

Combined

(Pro Forma)

Revenue

Oil, natural gas, and NGL sales

$ 1,037,650

$ 197,153

$ 171,865

$ —

$ 1,406,668

Gain (loss) on oil and natural gas derivatives

81,289

676

—

81,965

Midstream revenue

27,561

11,366

—

38,927

Product sales

28,890

—

28,890

Gas off-take agreement amortization

—

14,654

—

(14,654 )

(a)

—

Other revenues

—

337

—

337

Total revenues

1,175,390

224,186

171,865

(14,654 )

1,556,787

Operating expenses

Gathering and processing

138,836

38,094

—

176,930

Lease operating expense

263,793

78,361

66,700

—

408,854

Production taxes

48,761

17,937

13,501

—

80,199

Midstream operating expense

13,319

—

13,319

Cost of product sales

25,901

—

25,901

Depreciation, depletion, amortization and accretion – oil and natural gas

280,459

63,031

—

19,913

(b)

363,403

Depreciation and amortization – other

12,305

1,382

—

3,696

(c)

17,383

General and administrative

49,236

27,507

—

76,743

General and administrative – related party

7,400

—

7,400

Impairment of oil and gas properties

90,430

—

90,430

Total operating expenses

930,440

226,312

80,201

23,609

1,260,562

Income (loss) from operations

244,950

(2,126 )

91,664

(38,263 )

296,225

Other (expense) income

Interest expense

(72,219 )

(13,642 )

—

(23,100 )

(d)

(108,961 )

Loss on debt extinguishment

(18,540 )

—

(18,540 )

Other income (expense), net

(11,207 )

—

(11,182 )

Total other expense

(101,966 )

(13,617 )

—

(23,100 )

(138,683 )

Net income (loss)

$ 142,984

$ (15,743 )

$ 91,664

$ (61,363 )

$ 157,542

Net income per common unit:

Basic

$ 1.09

$ (0.14 )

(f)

$ 0.95

Diluted

$ 1.09

$ (0.15 )

(f)

$ 0.94

Weighted average common units outstanding:

Basic

131,455

35,200

(e)

166,655

Diluted

131,537

35,200

(e)

166,737

The accompanying notes are an integral part

of this unaudited pro forma condensed combined statement of operations.

MACH NATURAL RESOURCES LP

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED STATEMENT OF OPERATIONS

Note 1 – Basis of Pro Forma Presentation

The historical financial information

included herein is derived from the financial statements of the Company, the IKAV Companies and Sabinal. For purposes of the pro forma

statements of operations, it is assumed that each of the Transactions took place on January 1, 2025.

The pro forma statement of operations

reflects i) the consummation of the IKAV Acquisition pursuant to the terms of the IKAV MIPA, ii) the consummation of the Sabinal Acquisition

pursuant to the terms of the Sabinal PSA and iii) the entrance in the First Amendment to the Company’s credit agreement.

In conjunction with the closing of the

Transactions, the First Amendment to the Company’s credit agreement provided for an increase to the in the borrowing base of $700.0

million and established an aggregate term loan commitment amount of $450.0 million, which was fully funded in connection with the closing

of the Transactions. The Company’s term loan bears interest at a rate equal to Term SOFR plus a margin of 4.00% per annum.

The pro forma statement of operations

reflects pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable.

However, actual results may differ from those reflected in these statements. In management’s opinion, all adjustments known to date

that are necessary to fairly present the pro forma information have been made. The pro forma statement of operations does not purport

to represent what the combined entity’s results of operations would have been if the Transactions had actually occurred on January

1, 2025, nor are they indicative of the Company’s future results of operations.

This pro forma statement of operations

should be read in conjunction with the historical financial statements for the year ended December 31, 2025 included in the Company’s

Annual Report on Form 10-K , as well as the historical financial statements of the IKAV Companies and Sabinal included in previous 8-K

filings.

Note 2 – Purchase Price Allocations

The IKAV Acquisition was accounted for

as a business combination, under the acquisition method, as the Company obtained control of a business by obtaining the legal right to

use and develop the oil and natural gas properties included in the IKAV MIPA, as well as additional oil and gas related assets that can

be used to enhance the value of the business. The allocation of the purchase price for the IKAV Acquisition was based upon management’s

estimates of and assumptions related to the fair value of assets acquired and liabilities assumed using available information.

The table below reflects the fair value

estimates of the assets acquired and liabilities assumed as of the acquisition date. Below is a reconciliation of the assets acquired

and liabilities assumed (in thousands, except unit data):

IKAV

Acquisition

Consideration transferred:

Common units issued

30,611,264

Closing price of common units on September 15, 2025

$ 13.39

Equity consideration

$ 409,885

Cash consideration

349,763

Total acquisition consideration

$ 759,648

Assets acquired:

Proved oil and natural gas properties

$ 767,840

Accounts receivable

60,367

Short-term derivative assets

5,470

Inventories

14,134

Other current assets

13,885

Other property, plant and equipment

101,563

Other assets

3,843

Total assets acquired

967,102

Liabilities assumed:

Outstanding checks in excess of bank balance

1,574

Accounts payable and accrued liabilities

92,834

Revenue payable

16,407

Other current liabilities

331

Asset retirement obligations

86,948

Long-term derivative liabilities

2,187

Other long-term liabilities

7,173

Total liabilities assumed

207,454

Net assets acquired

$ 759,648

The Sabinal Acquisition was accounted

for as an asset acquisition as substantially all of the gross fair value of the Sabinal Assets was concentrated in proved oil and natural

gas properties, which were considered to be a group of similar identifiable assets. The allocation of the purchase price for the Sabinal

Acquisition was based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities

assumed using available information.

The table below reflects the fair value

estimates of the assets acquired and liabilities assumed as of the acquisition date. Below is a reconciliation of the assets acquired

and liabilities assumed (in thousands, except unit data):

Sabinal

Acquisition

Consideration transferred:

Common units issued

18,960,034

Closing price of common units on September 15, 2025

$ 13.39

Equity consideration

$ 253,875

Cash consideration

190,457

Capitalized transaction costs

3,669

Total acquisition consideration

$ 448,001

Assets acquired:

Proved oil and natural gas properties

$ 494,749

Inventories

4,575

Other property, plant and equipment

353

Other assets

144

Short-term derivative assets

5,793

Long-term derivative assets

7,246

Total assets acquired

512,860

Liabilities assumed:

Accrued liabilities

6,617

Revenue payable

1,222

Asset retirement obligations

57,020

Total liabilities assumed

64,859

Net assets acquired

$ 448,001

Note 3 – Pro Forma Adjustments and Assumptions

The pro forma statement of operations

has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only.

The preceding pro forma statement of

operations has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments

to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaced the previous pro forma adjustment

criteria with simplified requirements to depict the accounting for the Transactions (“Transaction Accounting Adjustments”)

and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably

expected to occur (“Management Adjustments”). Management has elected not to disclose Management Adjustments.

The Company made the following adjustments

and assumptions in preparation of the pro forma statement of operations:

a) Adjustment reflects elimination of the amortization as a result

of removing the gas off-take liability as it is now included within the preliminary fair value of oil and gas properties.

b) Adjustments reflect changes to depreciation, depletion and

amortization expense that would have been incurred as a result of the preliminary fair value of acquired oil and natural gas properties

under the full cost method of accounting.

c) Adjustments reflect changes to depreciation and amortization

of other assets that would have been incurred based on the preliminary fair value of acquired other property and equipment.

d) Adjustments reflect the elimination of interest expense for

the IKAV Companies and Sabinal and the additional interest expense related to the Company’s amended credit facility. The increase

to the Company’s credit facility is made up of a $450.0 million term loan bearing interest at 9.8% and a $52.1 million increase

to its revolver bearing interest at 7.9%.

e) Adjustments reflect the common units issued as consideration

transferred for the Transactions on a pro forma basis assuming the common units issued on September 16, 2025 were outstanding from January

1, 2025.

f) Adjustments reflect the pro forma impact of the Transactions,

including the issuance of additional common units of the Company, on the calculation of net income per common unit.

Note 4 –

Historical Financial Information of the IKAV Companies

The following table presents pro forma

adjustments to the historical financial information of the IKAV Companies. Certain reclassification adjustments were made to the financial

statement presentation of the IKAV Companies in order to conform with the Company’s financial statement presentation.

The historical statement of operations

for the IKAV Companies for the period from January 1, 2025 through September 16, 2025 and related adjustments are presented below (in

thousands):

SIMCOE LLC

(Historical)1

SJ INVESTMENT

OPPS LLC

(Historical)1

SIMCOE LLC

(Historical)2

SJ INVESTMENT

OPPS LLC

(Historical)2

Reclassification

Adjustments

IKAV Companies

As Adjusted

Revenue

Oil, gas and plant products

$ 120,219

$ —

$ 54,074

$ —

$ (174,293 )

$ —

Natural gas

—

16,287

—

6,573

(22,860 )

—

Oil, natural gas, and NGL sales

—

197,153

Gain on oil and natural gas derivatives

—

676

Midstream revenue

6,976

—

4,103

—

287

11,366

Gas off-take agreement amortization

10,466

—

4,188

—

14,654

Saltwater disposal revenues

220

—

(287 )

—

Rental revenue

—

(135 )

—

Other revenues

202

—

135

337

Total revenues

138,170

16,287

62,480

6,573

676

224,186

Operating expenses

Gathering and processing

21,394

4,489

10,508

1,703

—

38,094

Workover

6,647

158

4,410

184

(11,399 )

—

Lease operating expense

42,482

2,202

21,077

1,201

11,399

78,361

Production taxes

10,100

1,663

5,355

819

—

17,937

Midstream operating expense

—

Accretion expense

2,674

900

(3,587 )

—

Depreciation, depletion and amortization

37,715

7,119

13,709

2,283

(60,826 )

—

Depreciation, depletion, amortization and accretion – oil and natural gas

—

63,031

Depreciation and amortization – other

—

1,382

General and administrative

2,097

448

10,592

1,548

12,822

27,507

General and administrative – related party

10,362

2,460

—

(12,822 )

—

Total operating expenses

133,471

18,548

66,551

7,742

—

226,312

Income (loss) from operations

4,699

(2,261 )

(4,071 )

(1,169 )

676

(2,126 )

Other (expense) income

Interest expense

(5,688 )

(2,838 )

(3,794 )

(1,322 )

—

(13,642 )

Foreign currency gain

—

(2 )

—

(25 )

—

(Loss) gain on derivatives, net

(494 )

(6,371 )

2,992

4,549

(676 )

—

Other income (expense), net

—

Total other expense

(6,155 )

(9,209 )

(804 )

3,227

(676 )

(13,617 )

Net loss

$ (1,456 )

$ (11,470 )

$ (4,875 )

$ 2,058

$ —

$ (15,743 )

1 Reflects

the historical operations of the IKAV Companies for the six months ended June 30, 2025.

2 Reflects

the historical operations of the IKAV Companies for the period from July 1, 2025 through September 16, 2025, the date the IKAV Acquisition

was closed.

Note 5 –

Historical Financial Information of Sabinal

The following table presents pro forma

adjustments to the historical financial information of Sabinal. In addition to carve-out adjustments for certain oil and natural gas properties

and activities that were not acquired from Sabinal as part of the Sabinal Acquisition, certain reclassification adjustments were made

to the financial statement presentation of Sabinal in order to conform with the Company’s financial statement presentation.

The Company made adjustments to Sabinal’s

historical statement of operations for the period from January 1, 2025 through September 16, 2025 as shown below in (a) to reflect the

carve-out of revenues and operating expenses for certain oil and natural gas properties that were not acquired from Sabinal as part of

the Sabinal Acquisition. The historical statement of operations for Sabinal for the period from January 1, 2025 through September 16,

2025 and related adjustments are presented below (in thousands):

Sabinal Energy

Operating, LLC

(Historical)1

Sabinal Assets

Carve-out

Adjustments (a)

Sabinal Energy

Operating, LLC

(Historical)2

Reclassification

Adjustments

Sabinal Assets

As Adjusted

Revenue

Oil sales

$ 132,463

$ (11,258 )

$ 47,992

$ (169,197 )

$ —

Natural gas sales

493

(218 )

(354 )

—

Natural gas liquids sales

2,038

(245 )

521

(2,314 )

—

Oil, natural gas, and NGL sales

—

171,865

Total revenues

134,994

(11,721 )

48,592

—

171,865

Operating expenses

Workover expenses

10,761

(156 )

5,745

(16,350 )

—

Lease operating expense

33,898

(935 )

17,387

16,350

66,700

Production taxes

12,050

(823 )

2,274

—

13,501

Accretion expense

2,706

(2,706 )

—

Depreciation, depletion and amortization

26,516

(26,516 )

—

Exploration and abandonment expense

437

(437 )

—

General and administrative

7,461

(7,461 )

—

Total operating expenses

93,829

(39,034 )

25,406

—

80,201

Income from operations

41,165

27,313

23,186

—

91,664

Other (expense) income

Interest expense

(8,374 )

8,374

—

Gain on derivatives, net

17,851

(17,851 )

—

Other income (expense), net

3,374

(3,374 )

—

Total other expense

12,851

(12,851 )

—

Income before taxes

54,016

14,462

23,186

—

91,664

Tax expense

400

(400 )

—

Net income

$ 53,616

$ 14,862

$ 23,186

$ —

$ 91,664

1 Reflects

the historical operations of Sabinal for the six months ended June 30, 2025.

2 Reflects

the revenues and direct operating expenses of the acquired Sabinal Assets for the period from July 1, 2025 through September 16, 2025,

the date the Sabinal Acquisition was closed. Historical information for Sabinal is not available for this stub period.

Note 6 – Supplementary Disclosure for Oil and Natural

Gas Producing Activities

Oil and natural gas reserves

The following tables present the estimated

pro forma combined net proved developed and undeveloped oil, natural gas and NGLs reserves information as of December 31, 2025 for

the Company’s proved reserves, along with a summary of changes in quantities for the year ended December 31, 2025. The disclosures

below are derived from the “Proved Reserves Summary” for the year ended December 31, 2025 included within the Company’s

Annual Report on Form 10-K. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations

and frequent revisions. The estimates below are in certain instances presented on a “barrels of oil equivalent” or “Boe”

basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural

gas to one barrel of crude oil equivalent.

The pro forma oil and natural gas reserves

information is not necessarily indicative of the results that might have occurred had the Transactions been completed on January 1,

2025 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because

of various factors, including those discussed in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form

10-K for the year ended December 31, 2025.

The pro forma net proved developed and

proved undeveloped oil, natural gas, and NGL reserves as of December 31, 2024 and 2025 and the changes in the pro forma quantities of

net remaining proved reserves for the year ended December 31, 2025 are as follows:

Oil and Condensate (MBbls)

Mach Natural

Resources LP

(Historical)

IKAV

Acquisition

Pro Forma

Adjustments

Sabinal

Acquisition

Pro Forma

Adjustments

Mach Natural

Resources LP

Combined

(Pro Forma)

Proved Developed and Undeveloped Reserves as of:

December 31, 2024

67,435

618

54,163

122,216

Revisions of previous estimates

(8,210 )

(2,429 )

(10,543 )

Purchases in place

52,692

(667 )

(49,181 )

2,844

Extensions, discoveries and other additions

—

Sales in place

—

Production

(7,719 )

(47 )

(2,553 )

(10,319 )

December 31, 2025

104,198

—

104,198

Proved Developed Reserves as of:

December 31, 2024

46,056

618

47,339

94,013

December 31, 2025

90,869

—

90,869

Proved Undeveloped Reserves as of:

December 31, 2024

21,379

—

6,824

28,203

December 31, 2025

13,329

—

13,329

Natural Gas (MMcf)

Mach Natural

Resources LP

(Historical)

IKAV

Acquisition

Pro Forma

Adjustments

Sabinal

Acquisition

Pro Forma

Adjustments

Mach Natural

Resources LP

Combined

(Pro Forma)

Proved Developed and Undeveloped Reserves as of:

December 31, 2024

1,072,002

809,579

5,697

1,887,278

Revisions of previous estimates

199,215

988,147

(464 )

1,186,898

Purchases in place

1,773,560

(1,713,090 )

(4,975 )

55,495

Extensions, discoveries and other additions

—

Sales in place

—

Production

(135,026 )

(84,636 )

(258 )

(219,920 )

December 31, 2025

2,909,751

—

2,909,751

Proved Developed Reserves as of:

December 31, 2024

808,820

809,579

5,697

1,624,096

December 31, 2025

2,176,382

—

2,176,382

Proved Undeveloped Reserves as of:

December 31, 2024

263,182

—

263,182

December 31, 2025

733,369

—

733,369

NGLs (MBbls)

Mach Natural

Resources LP

(Historical)

IKAV

Acquisition

Pro Forma

Adjustments

Sabinal

Acquisition

Pro Forma

Adjustments

Mach Natural

Resources LP

Combined

(Pro Forma)

Proved Developed and Undeveloped Reserves as of:

December 31, 2024

91,150

12,390

1,993

105,533

Revisions of previous estimates

7,241

7,038

(33 )

14,246

Purchases in place

24,691

(18,415 )

(1,866 )

4,410

Extensions, discoveries and other additions

—

Sales in place

—

Production

(7,507 )

(1,013 )

(94 )

(8,614 )

December 31, 2025

115,575

—

115,575

Proved Developed Reserves as of:

December 31, 2024

66,772

12,390

1,887

81,049

December 31, 2025

90,793

—

90,793

Proved Undeveloped Reserves as of:

December 31, 2024

24,378

—

106

24,484

December 31, 2025

24,782

—

24,782

Total (MBoe)

Mach Natural

Resources LP

(Historical)

IKAV

Acquisition

Pro Forma

Adjustments

Sabinal

Acquisition

Pro Forma

Adjustments

Mach Natural

Resources LP

Combined

(Pro Forma)

Proved Developed and Undeveloped Reserves as of:

December 31, 2024

337,250

147,938

57,105

542,293

Revisions of previous estimates

32,234

171,825

(2,539 )

201,519

Purchases in place

372,979

(304,597 )

(51,876 )

16,506

Extensions, discoveries and other additions

—

Sales in place

—

Production

(37,730 )

(15,166 )

(2,690 )

(55,586 )

December 31, 2025

704,732

—

704,732

Proved Developed Reserves as of:

December 31, 2024

247,630

147,938

50,175

445,743

December 31, 2025

544,392

—

544,392

Proved Undeveloped Reserves as of:

December 31, 2024

89,620

—

6,930

96,550

December 31, 2025

160,340

—

160,340

Standardized measure of discounted future net cash flows

The following tables present the pro

forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) applicable to the Company’s

proved reserves as of December 31, 2025. The future cash flows are discounted at 10% per year and assume continuation of existing economic

conditions.

The standardized measure of discounted

future net cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies

prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of production of

reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may

lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation.

Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative of the fair value of the Company’s

proved oil and natural gas properties.

The data presented should not be viewed

as representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on a large

number of estimates and assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental

determinations and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs

utilized in the computation of reported amounts.

The pro forma standardized measure information

set forth below gives effect to the Transactions as if they had been completed on January 1, 2025. The pro forma standardized measure

is not necessarily indicative of the results that might have occurred had the Transactions been completed on January 1, 2025 and

is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various

factors, including those discussed in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025.

The pro forma standardized measure of

discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2025 is as follows:

(in thousands)

Mach Natural

Resources LP

(Historical)

IKAV

Acquisition

Pro Forma

Adjustments

Sabinal

Acquisition

Pro Forma

Adjustments

Mach Natural

Resources LP

Combined

(Pro Forma)

Future cash inflows

$ 15,144,885

$ —

$ 15,144,885

Future costs:

Production costs1

(7,113,445 )

—

(7,113,445 )

Development costs2

(1,897,458 )

—

(1,897,458 )

Income taxes3

(17,761 )

—

(17,761 )

Future net cash flows

6,116,221

—

6,116,221

10% annual discount

(3,036,223 )

—

(3,036,223 )

Standardized measure

$ 3,079,998

$ —

$ 3,079,998

1 Production costs include production

severance taxes, ad valorem taxes and operating expenses.

2 Development costs include plugging

expenses, net of salvage and net capital investment.

3 Represents Texas franchise

tax.

Changes in standardized measure

The changes in the pro forma standardized

measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2025

are as follows:

(in thousands)

Mach Natural

Resources LP

(Historical)

IKAV

Acquisition

Pro Forma

Adjustments

Sabinal

Acquisition

Pro Forma

Adjustments

Mach Natural

Resources LP

Combined

(Pro Forma)

Standardized measure, beginning of period

$ 1,889,755

$ 187,128

$ 932,770

$ 3,009,653

Revisions of previous quantity estimates

209,397

634,385

(50,608 )

793,174

Changes in estimated future development costs

(34,703 )

(264,027 )

74,170

(224,560 )

Purchases of minerals in place

1,496,037

(774,437 )

(629,634 )

91,966

Net changes in prices and production costs

18,371

291,462

(333,228 )

(23,395 )

Divestiture of reserves

—

Accretion of discount

189,036

13,255

66,071

268,362

Net change in taxes

(7,413 )

—

(7,413 )

Sales of oil and gas produced, net of production costs

(586,260 )

(89,794 )

(91,664 )

(767,718 )

Development costs incurred during the period

76,192

35,400

21,127

132,719

Change in timing of estimated future production and other

(170,414 )

(33,372 )

10,996

(192,790 )

Standardized measure, end of period

$ 3,079,998

$ —

$ 3,079,998

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