Mach Natural Resources (MNR) GC reports unit grant and tax withholding

Rhea-AI Filing Summary

Mach Natural Resources executive Michael E. Reel reported equity compensation and related tax withholding transactions in common units. On 02/09/2026, he acquired 5,151 common units at $12.62 per unit as a grant under the 2023 Long-Term Incentive Plan. On 02/11/2026, 2,532 units were disposed of through a tax-withholding transaction at $12.62 per unit to cover withholding obligations tied to the grant. Following these transactions, he directly holds 85,816 common units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Reel Michael E

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Units	2,532	$12.62	$32K
Grant/Award	Common Units	5,151	$12.62	$65K

Holdings After Transaction: Common Units — 85,816 shares (Direct)

Footnotes (1)

1. Represents the grant of common units (the "Grant") of the Issuer under the Issuer's 2023 Long-Term Incentive Plan. The Issuer withheld units to satisfy tax withholding obligations associated with the Grant.

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)
02/09/2026

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	02/09/2026		A		5,151(1)	A	$12.62	88,348	D
Common Units	02/11/2026		F		2,532(2)	D	$12.62	85,816	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. Represents the grant of common units (the "Grant") of the Issuer under the Issuer's 2023 Long-Term Incentive Plan.

2. The Issuer withheld units to satisfy tax withholding obligations associated with the Grant.

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	02/11/2026
	** 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.

FAQ

What insider transactions did Mach Natural Resources (MNR) report for Michael E. Reel?

Mach Natural Resources reported that Michael E. Reel received a grant of 5,151 common units and had 2,532 units withheld for taxes. These non-market transactions reflect equity compensation and associated tax withholding, leaving him with 85,816 common units held directly.

Was the Mach Natural Resources (MNR) Form 4 a market sale of units by Michael E. Reel?

The Form 4 does not show an open-market sale. It reports a grant of 5,151 common units and a tax-withholding disposition of 2,532 units, where units were withheld by the issuer to satisfy tax obligations linked to the equity grant.

How many Mach Natural Resources (MNR) common units does Michael E. Reel now own?

After the reported equity grant and tax-withholding disposition, Michael E. Reel directly owns 85,816 common units of Mach Natural Resources. These holdings reflect his position following the February 2026 compensation-related transactions disclosed in the Form 4 filing.

What is the nature of the equity grant reported for Mach Natural Resources (MNR) General Counsel?

The filing shows a grant of 5,151 common units to Michael E. Reel under Mach Natural Resources’ 2023 Long-Term Incentive Plan. This transaction is coded as an acquisition and represents equity-based compensation rather than a purchase on the open market.

Why did Mach Natural Resources (MNR) withhold 2,532 units from Michael E. Reel?

Mach Natural Resources withheld 2,532 common units from Michael E. Reel to satisfy tax withholding obligations related to his equity grant. This tax-withholding disposition is a non-market transaction where units cover taxes owed on the awarded compensation.