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Form 8-K

sec.gov

8-K — MACH NATURAL RESOURCES LP

Accession: 0001213900-26-053364

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001980088

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0289730-8k_mach.htm (Primary)

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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):

May 7, 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(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

May 7, 2026, 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 March 31, 2026. 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 March

31, 2026, the Press Release announced the Company’s declaration of its quarterly distribution for the first quarter of 2026.

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 May 7, 2026.

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: May 7, 2026

By:

/s/ Tom L. Ward

Name:

Tom L. Ward

Title:

Chief Executive Officer

2

EX-99.1 — PRESS RELEASE ISSUED MAY 7, 2026

EX-99.1

Filename: ea028973001ex99-1.htm · Sequence: 2

Exhibit 99.1

Mach Natural Resources LP

Reports First Quarter 2026 Results; Declares Quarterly Cash Distribution of $0.64 Per Common Unit

OKLAHOMA CITY, Oklahoma, May

7, 2026 — Mach Natural Resources LP (NYSE: MNR) (“Mach” or the “Company”) today reported financial and operating

results for the three months ended March 31, 2026. The Company also announced its quarterly cash distribution.

First Quarter 2026 Highlights

● Averaged total net production of 158 thousand barrels

of oil equivalent per day (“Mboe/d”)

● Lease operating expense of $7.12 per barrel of oil equivalent (“Boe”)

● Reported a net loss and Adjusted EBITDA(1) of $35 million and $195 million, respectively

● Generated net cash provided by operating activities of $170 million

● Incurred total development costs of $75 million, resulting in a reinvestment rate of 41%

● Declared a quarterly cash distribution of $0.64 per common unit

Recent Highlights

● Spud the Company’s first operated Mancos Shale well in the San Juan Basin

● Paused Deep Anadarko drilling activity and began redirecting capital to higher return, oil-weighted projects in the Mid-Continent,

marked by a restart of the Oswego drilling program in May of 2026

“Mach is off to a strong

start in 2026, executing at a high level and delivering results in line with our plan,” said Tom L. Ward, Chief Executive Officer.

“Our first quarter distribution of $0.64 per common unit reflects our continued ability to generate and deliver attractive unitholder

returns while upholding our measured reinvestment approach.”

Tom L. Ward continued, “During

the quarter, we began shifting our drilling program toward oil, demonstrating the optionality of our asset base and the flexibility of

our operations. As we move through the year, we will remain nimble and disciplined, allocating capital to highest-return opportunities

and staying aligned with our core objective of maximizing distributions.”

First Quarter 2026 Financial

Results

Mach reported total revenue and

a net loss of $286 million and $35 million in

the first quarter of 2026, respectively. Additionally, during the first quarter, average

realized prices were $69.73 per barrel of oil, $2.74 per

Mcf of natural gas, and $23.75 per barrel of natural gas liquids (“NGLs”). These

prices exclude the effects of derivatives.

As of March 31, 2026,

Mach had a cash balance of $53 million and $695 million utilized

under its $1.0 billion revolving credit facility, leaving approximately $358 million of available liquidity.

First Quarter 2026 Operational Results

During the first quarter of 2026, Mach achieved average oil equivalent

production of 158 Mboe/d, which consisted of 16% oil, 70% natural gas and 14% NGLs. Also, for the first quarter of 2026, Mach’s

production revenues from oil, natural gas, and NGLs sales totaled $366 million, comprised of 42% oil, 45% natural gas, and 13% NGLs.

The Company spud 5 gross

(3.2 net) operated wells and brought online 4 gross

(3.0 net) operated wells in the first quarter of 2026.

As of March 31, 2026, the Company had 8 gross (6.0 net) operated wells in various stages

of drilling and completion.

Mach’s lease operating expense in the first quarter of 2026 was

$101 million, or $7.12 per Boe. Mach incurred $59 million, or $4.18 per Boe, of gathering and processing expenses in the first quarter

of 2026. Furthermore, during the first quarter of 2026, production taxes as a percentage of oil, natural gas, and NGL sales were approximately

4.5%, midstream operating profit was approximately $5 million, general and administrative expenses—excluding equity-based compensation

of $4 million—was $5 million, and interest expense was $24 million.

In the first quarter of 2026, Mach’s total development costs

were $75 million, including $67 million of upstream capital and $8 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 first quarter of 2026 of

$0.64 per common unit. The quarterly cash distribution is to be paid on June 4, 2026, to the Company’s

unitholders of record as of the close of trading on May 21, 2026.

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, May 8, 2026, to discuss its first quarter 2026 results. Supplemental slides will

be posted to the Company’s website. 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.machnr.com.

A replay will also be available on the Company’s website following the call.

1 Adjusted EBITDA is a non-GAAP financial measure. Mach

has defined this measure and provided reconciliations of this non-GAAP financial measure to its

most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”)

at the conclusion of this press release under “Non-GAAP Financial Measures and Disclosures.”

2

About Mach Natural Resources LP

Mach Natural Resources

LP is an independent upstream oil and gas company focused on the acquisition, development and production of oil, natural gas, and NGL

reserves. The Company operates a diversified portfolio across the Anadarko, Permian and San Juan Basins. 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)

We include in this Quarterly Report the supplemental non-GAAP financial

performance measure Adjusted EBITDA and provide our calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income,

our most directly comparable financial measure calculated and presented in accordance with GAAP. We define Adjusted EBITDA as net

income before (1) interest expense, net, (2) depreciation, depletion, amortization and accretion, (3) unrealized (gain)

loss on derivative instruments, (4) loss on debt extinguishment, (5) equity-based compensation expense and (6) loss (gain) on sale

of assets, net.

Adjusted EBITDA is used as a supplemental financial performance measure

by our management and by external users of our financial statements, such as industry analysts, investors, lenders, rating agencies and

others, to more effectively evaluate our operating performance and our results of operation from period to period and against our peers

without regard to financing methods, capital structure or historical cost basis. We exclude the items listed above from net income in

arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our 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 our 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 our 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. Our presentation of Adjusted EBITDA

should not be construed as an inference that our results will be unaffected by unusual items. Our computations of Adjusted EBITDA may

not be identical to other similarly titled measures of other companies.

3

Reconciliation of GAAP Financial Measure to

Adjusted EBITDA

Three Months Ended

March 31,

($ in thousands)

2026

2025

Net Income Reconciliation to Adjusted EBITDA:

Net (loss) income

$ (35,038 )

$ 15,886

Interest expense, net

24,163

17,417

Depreciation, depletion, amortization and accretion

98,173

63,585

Unrealized loss on derivative instruments

103,769

42,340

Loss on debt extinguishment

18,540

Equity-based compensation expense

3,549

2,112

Loss (gain) on sale of assets

8

(29 )

Adjusted EBITDA

$ 194,624

$ 159,851

Cautionary Note Regarding

Forward-Looking Statements

This release contains statements

that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events

or future results, in contrast with statements that reflect historical facts. All statements, other than statements of historical fact

included in this release regarding our strategy, future operations, financial position, estimated revenues and losses, 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 to identify forward-looking statements, although not all forward-looking statements contain such identifying

words. Specific forward-looking statements include statements regarding the Company’s projected results of operating, financial

position, growth opportunities and reserve estimates. These forward-looking statements are based on management’s current belief,

based on currently available information as to the outcome and timing of future events at the time such statement was made. Such statements

are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These include, but

are not limited to, the Company’s future financial condition, results of operations and ability to achieve the guidance provided,

strategy and plans; the ability of the Company to realize anticipated synergies related to the closing of the Permian Basin and San Juan

Basin transactions in the timeframe expected or at all; changes in markets and the ability of the Company to finance operations in the

manner expected; commodity price volatility; the impact of epidemics, outbreaks or other public health events, and the related effects

on financial markets, worldwide economic activity and our operations; uncertainties about our estimated oil, natural gas and NGL reserves,

including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production;

difficult and adverse conditions in the domestic and global capital and credit markets; lack of transportation and storage capacity as

a result of oversupply, government regulations or other factors; lack of availability of drilling and production equipment and services;

potential financial losses or earnings reductions resulting from our commodity price risk management program or any inability to manage

our commodity risks; failure to realize expected value creation 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 by the Railroad Commission of Texas, the Oklahoma Corporation Commission and/or the Kansas Corporation

Commission; competition in the oil and natural gas industry; loss of production and leasehold rights due to mechanical failure or depletion

of wells and our inability to re-establish their production; our ability to service our indebtedness; any downgrades in our credit ratings

that could negatively impact our cost of and ability to access capital; cost inflation; the potential for significant new tariffs and

their impact on global oil, natural gas and NGL markets; political and economic conditions and events in foreign oil and natural gas producing

countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, the war in Ukraine and

associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism 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 a discussion of risks and uncertainties that could cause actual results

to differ from those in such forward-looking statements.

As a result, these forward-looking

statements are not a guarantee of our performance, and you should not place undue reliance on such statements. Any forward-looking statement

speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking

statement, whether as a result of new information, future events or otherwise.

4

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-Section 425

+ Details

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