MNR on NYSE

MACH NATURAL RESOURCES LP

MACH NATURAL RESOURCES LP is an American crude petroleum and natural gas company based in Oklahoma City.2 Its shares trade on NYSE under the symbol MNR.2

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Last updated Oct 20, 2026.

Overview

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  • TickerMNR on NYSE2
  • IndustryCrude Petroleum & Natural Gas2
  • HeadquartersOklahoma City, United States2
  • Incorporated inDE3
  • Business address14201 Wireless Way, Suite 300, Oklahoma City, Ok 731343
  • Filer categoryAccelerated filer, Emerging growth company3
  • Legal formLimited Partnership2
  • Kind of organizationLimited partnership2
  • LEI254900WRTD4RTPK11Q272
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 74829152

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

20.8%Operating margin5
12.2%Net margin5
21.2%Revenue growth, 20255

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Oil, Gas And Natural Gas Liquids, Net brought in 47% of the revenue MACH NATURAL RESOURCES LP broke down this way in fiscal 2025.

  1. Oil, Gas And Natural Gas Liquids, Net$1.0B547%up 11% from 2024
  2. Oil$490.3M522%down 11% from 2024
  3. Natural Gas$379.4M517%up 80% from 2024
  4. Natural Gas Liquids (NGL)$171.1M58%down 7% from 2024
  5. Oil and Natural Gas Derivatives, Gain (Loss)$81.3M54%up 531% from 2024
  6. Natural Gas, Midstream$27.6M51%up 13% from 2024
Products and services by year
Products and services202320242025
Oil, Gas And Natural Gas Liquids, Net$647.4M$936.8M$1.0B
Oil$421.7M$554.0M$490.3M
Natural Gas$151.0M$210.4M$379.4M
Natural Gas Liquids (NGL)$74.8M$184.2M$171.1M
Oil and Natural Gas Derivatives, Gain (Loss)$57.3M-$18.9M$81.3M
Natural Gas, Midstream$26.3M$24.3M$27.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs88¢$1.0B
  • Profit12¢$143.0M

Out of $1.2B in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$507.0M

Out of $507.0M of cash from operations.5

Financial statements

Revenue675$1.2B in 2025+199% since 2021
0$500.0M$1.0B$1.5B2021: $392.5M$392.5M20212022: $937.4M$937.4M2022+139%2023: $762.3M$762.3M2023−19%2024: $969.6M$969.6M2024+27%2025: $1.2B$1.2B2025+21%
Operating income675$244.9M in 2025+58% since 2021
0$200.0M$400.0M$600.0M2021: $155.4M$155.4M20212022: $522.4M$522.4M2022+236%2023: $359.1M$359.1M2023−31%2024: $291.0M$291.0M2024−19%2025: $244.9M$244.9M2025−16%
Net income675$143.0M in 2025+3% since 2021
0$200.0M$400.0M$600.0M2021: $138.4M$138.4M20212022: $516.8M$516.8M2022+274%2023: $68.5M$68.5M2023−87%2024: $185.2M$185.2M2024+170%2025: $143.0M$143.0M2025−23%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Total revenues$1.2B$969.6M$762.3M
Lease operating expense$263.8M$180.5M$127.6M
Production taxes$48.8M$45.7M$31.9M
Depreciation, depletion, amortization and accretion oil and natural gas$280.5M$261.9M$131.1M
Depreciation and amortization other$12.3M$9.0M$6.5M
Impairment of oil and gas properties$90.4M$0$0
Total operating expenses$930.4M$678.6M$403.2M
Income from operations$244.9M$291.0M$359.1M
Interest expense-$72.2M-$104.6M-$11.2M
Loss on debt extinguishment-$18.5M$0$0
Other (expense) income, net-$11.2M-$1.2M-$1.4M
Total other expense-$102.0M-$105.8M-$12.6M
Net Income (Loss) Including Income (Loss) Related To Predecessor$143.0M$185.2M$346.6M
Net Income (Loss) Attributable To Predecessor-$278.0M
Net income$143.0M$185.2M$68.5M
Basic (dollars per share)$1.09$1.90$0.72
Diluted (dollars per share)$1.09$1.90$0.72
Basic (shares)131.5M shares97.6M shares94.9M shares
Diluted (shares)131.5M shares97.7M shares94.9M shares

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Corporate structure

MACH NATURAL RESOURCES LP sits at the top of its group. 12 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of MACH NATURAL RESOURCES LP

  • General Partner S.a R.l. Ikav Filed SCHEDULE 13G/A on MACH NATURAL RESOURCES LP, latest Aug 13, 2026 (2 filings since Sep 23, 2025)
  • Tom L. Ward Filed SCHEDULE 13G/A on MACH NATURAL RESOURCES LP, latest May 12, 2026 (2 filings since Nov 12, 2024)
  • KAYNE ANDERSON CAPITAL ADVISORS LP Filed SCHEDULE 13G/A on MACH NATURAL RESOURCES LP, latest Apr 8, 2026 (2 filings since Sep 22, 2025)
  • BCE-Mach Aggregator LLC Filed SCHEDULE 13D on MACH NATURAL RESOURCES LP, latest Jun 17, 2025 (3 filings since Nov 2, 2023)
  • MACH NATURAL RESOURCES LP Oklahoma City, Oklahoma, United States
    • BCE-Mach II LLC Subsidiary · Delaware, United States
    • BCE-Mach III LLC Subsidiary · Delaware, United States
    • BCE-Mach III Midstream Holdings LLC Subsidiary · Delaware, United States
    • BCE-Mach LLC Subsidiary · Delaware, United States
    • Mach Natural Resources Holdco LLC Subsidiary · Delaware, United States
    • Mach Natural Resources Intermediate LLC Subsidiary · Delaware, United States
    • Ringwood Gathering Company, LLC Subsidiary · Delaware, United States
    • Simcoe LLC Subsidiary · Delaware, United States
    • Simlog LLC Subsidiary · Delaware, United States
    • SJ Investment Opps LLC Subsidiary · Delaware, United States
    • Timberland Gathering & Processing Company, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What MACH NATURAL RESOURCES LP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$230.3M5 Dec 31, 2025$115.5M5 Dec 31, 2024+99.4%
Accumulated depreciation$35.5M5 Dec 31, 2025$23.7M5 Dec 31, 2024+49.8%
Property and equipment, net$194.8M5 Dec 31, 2025$91.8M5 Dec 31, 2024+112.2%
Operating-lease assets (leased space)$19.5M5 Dec 31, 2025$14.9M5 Dec 31, 2024+30.9%
Oil and gas properties$3.1B5 Dec 31, 2025$1.9B5 Dec 31, 2024+65.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$42.6M5 Dec 31, 2025$105.8M5 Dec 31, 2024−59.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$43.5M5 Dec 31, 2025$24.3M5 Dec 31, 2024+79.1%

Leadership

Who has led MACH NATURAL RESOURCES LP, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (10)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BCE-Mach II LLC Delaware4
  • BCE-Mach III LLC Delaware4
  • BCE-Mach III Midstream Holdings LLC Delaware4
  • BCE-Mach LLC Delaware4
  • Mach Natural Resources Holdco LLC Delaware4
  • Mach Natural Resources Intermediate LLC Delaware4
  • Ringwood Gathering Company, LLC Delaware4
  • SJ Investment Opps LLC Delaware4
  • Simcoe LLC Delaware4
  • Simlog LLC Delaware4
  • Timberland Gathering & Processing Company, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 6, 20268-K Results of operations; Regulation FD disclosure19
  2. May 22, 20268-K Other events20
  3. May 7, 20268-K Results of operations; Regulation FD disclosure21
  4. Apr 8, 20268-K Other events22
  5. Apr 6, 20268-K Financial statements and exhibits23
  6. Mar 12, 20268-K Results of operations24
  7. Dec 17, 20258-K Executive or director change25
  8. Dec 10, 20258-K Financial statements and exhibits26
  9. Nov 6, 20258-K Results of operations; Regulation FD disclosure27
  10. Sep 19, 20258-K Completed an acquisition or sale28
  11. Sep 17, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation29
  12. Aug 7, 20258-K Results of operations; Regulation FD disclosure30
  13. May 26, 2023Founded MACH NATURAL RESOURCES LP is founded2

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.44 a share, on Nov 6, 2025.31

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results19
  2. May 7, 2026Reported quarterly or annual results21
  3. Mar 12, 2026Reported quarterly or annual results24
  4. Nov 6, 2025Reported quarterly or annual results27
  5. Aug 7, 2025Reported quarterly or annual results30
  6. May 8, 2025Reported quarterly or annual results32
  7. Mar 13, 2025Reported quarterly or annual results33
  8. Feb 5, 2025Reported quarterly or annual results34

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

173 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 38 major events, 58 insider forms, 9 large holders, 56 other. The latest 20:

  1. Sep 17, 20264 EDGAR
  2. Sep 16, 20264 EDGAR
  3. Aug 13, 2026SCHEDULE 13G/A EDGAR
  4. Aug 6, 202610-Q EDGAR
  5. Aug 6, 20268-K CURRENT REPORT EDGAR
  6. May 22, 20268-K CURRENT REPORT EDGAR
  7. May 22, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  8. May 22, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  9. May 19, 20264 OWNERSHIP DOCUMENT EDGAR
  10. May 12, 2026SCHEDULE 13G/A EDGAR
  11. May 7, 202610-Q EDGAR
  12. May 7, 20268-K CURRENT REPORT EDGAR
  13. Apr 13, 20264 EDGAR
  14. Apr 10, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Apr 8, 20264 PRIMARY DOCUMENT EDGAR
  16. Apr 8, 20268-K CURRENT REPORT EDGAR
  17. Apr 8, 2026424B4 PROSPECTUS EDGAR
  18. Apr 8, 2026SCHEDULE 13G/A EDGAR
  19. Apr 6, 2026424B3 PROSPECTUS SUPPLEMENT EDGAR
  20. Apr 6, 20268-K CURRENT REPORT EDGAR

The 173 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

31 open-market trades by officers, directors and large owners since October 2021: 28 buys and 3 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026BAYOU CITY ENERGY MANAGEMENT LLC10% ownerBuy34,514$11.27$388.9KForm 4
Sep 14, 2026WARD TOM L.See RemarksBuy172,413$11.60$2.0MForm 4
Apr 13, 2026WARD TOM L.See RemarksBuy153,256$13.05$2.0MForm 4
Apr 8, 2026VEPU Inc.10% ownerSale5,557,679$12.81$71.2MForm 4
Mar 23, 2026McMullen William WallaceDirectorBuy3,215$13.63$43.8KForm 4
Mar 20, 2026Burn ChristopherDirectorBuy1,000$13.85$13.8KForm 4
Mar 20, 2026McMullen William WallaceDirectorBuy2,500$14.00$35.0KForm 4
Mar 19, 2026Burn ChristopherDirectorBuy1,000$14.07$14.1KForm 4
Mar 19, 2026McMullen William WallaceDirectorBuy3,570$14.00$50.0KForm 4
Dec 9, 2025BAYOU CITY ENERGY MANAGEMENT LLC10% ownerBuy17,500$12.32$215.6KForm 4
Dec 8, 2025BAYOU CITY ENERGY MANAGEMENT LLC10% ownerBuy12,500$12.53$156.6KForm 4
Nov 26, 2025WARD TOM L.See RemarksBuy40,000$11.63$465.2KForm 4
Nov 25, 2025WARD TOM L.See RemarksBuy43,660$11.45$499.9KForm 4
Nov 17, 2025WARD TOM L.See RemarksBuy41,740$11.98$500.0KForm 4
Nov 14, 2025McMullen William WallaceDirectorBuy4,608$11.85$54.6KForm 4
Nov 14, 2025WARD TOM L.See RemarksBuy41,630$12.01$500.0KForm 4
Aug 11, 2025BAYOU CITY ENERGY MANAGEMENT LLC10% ownerBuy3,085$14.39$44.4KForm 4
Jun 16, 2025McMullen William WallaceDirectorBuy144,900$14.96$2.2MForm 4
Jun 13, 2025McMullen William WallaceDirectorBuy135,500$14.72$2.0MForm 4
Jun 12, 2025BCE-Mach Aggregator LLC10% ownerBuy93,500$14.29$1.3MForm 4

All 31 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 66. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Kayne Anderson Capital Advisors LP15,517,713$196.1M3.8%−3,442,321
American Century Companies Inc2,457,144$31.1M0.0%+97,394
Morgan Stanley1,944,485$24.6M0.0%+762,157
CIBC Bancorp USA Inc.572,842$7.2M0.0%+147,221
First Trust Advisors LP494,251$6.2M0.0%−3,468
Raymond James Financial Inc456,448$5.8M0.0%−4,931
Royce & Associates LP448,606$5.7M0.0%New
Peak6 LLC316,243$4.0M0.1%New
Franklin Resources Inc279,260$3.5M0.0%+96,395
Chicago Partners Investment Group LLC236,304$3.2M0.1%−10,951
&partners241,961$3.1M0.0%−22,565
LPL Financial LLC227,618$2.9M0.0%+34,331
Citadel Advisors LLC192,119$2.4M0.0%+125,371
Stifel Financial Corp171,505$2.2M0.0%+31,762
Invesco Ltd.167,593$2.1M0.0%+4,117
Strategic Financial Concepts, LLC148,618$1.9M0.6%+45,870
Blair William & Co/il136,729$1.7M0.0%+74,300
Empowered Funds, LLC131,906$1.7M0.0%New
Hussman Strategic Advisors, Inc.105,000$1.3M0.3%New
Signature Estate & Investment Advisors LLC100,000$1.3M0.0%+50,000
Envestnet Asset Management Inc100,000$1.3M0.0%+50,000
Jane Street Group, LLC91,446$1.2M0.0%+4,547
Bramshill Investments, LLC87,085$1.1M0.1%+36,954
Goldman Sachs Group Inc77,904$984.7K0.0%−969,226
Susquehanna International Group, Llp66,090$835.4K0.0%+33,121

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How MACH NATURAL RESOURCES LP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMACH NATURAL RESOURCES LP1
  • CIK0001980088
  • Employer ID (EIN)93-175761639
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company39
  • Incorporated inDelaware39
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address14201 Wireless Way, Suite 300, Oklahoma City, OK 731341
  • Phone(405) 252-81001
  • Shares outstanding166,948,094 as of Jul 31, 20269
  • Public float$423.8M as of Jun 30, 202539
  • AuditorGRANT THORNTON LLP, Oklahoma City, Oklahoma PCAOB ID 248; no auditor attestation of internal control over financial reporting39
  • On EDGAR sinceJun 28, 20231
  • Filings173 in all: 4 (47), 8-K (35), 3 (11), CORRESP (11), 10-Q (9), UPLOAD (8), 144 (5), EFFECT (5)1
    All 28 form types

    424B5 (4), SCHEDULE 13G/A (4), 10-K (3), 424B3 (3), 424B4 (3), 8-K/A (3), S-1/A (3), S-3 (3), DRS (2), S-1 (2), SC 13G (2), SCHEDULE 13G (2), 8-A12B (1), CERT (1), DEF 14C (1), DRS/A (1), DRSLTR (1), PRE 14C (1), S-8 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Common units representing limited partner interestsMNRNew York Stock Exchange

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).39

Risk factors and legal proceedings

The risks MACH NATURAL RESOURCES LP names in Item 1A of its 10-K filed Mar 12, 2026: 77 risks under these headings, as written.39

  • Our business involves a high degree of risk. Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. Additionally, new risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect financial performance.
  • If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, we might not be able to pay distributions on our common units, the trading price of our common units could decline, and our unitholders could lose all or part of their investment.
  • Risks Related to Cash Distributions
  • We may not have sufficient available cash to pay any quarterly distribution on our common units following the payment of expenses, funding of development costs and establishment of cash reserves.
  • The amount of our quarterly cash distributions from our available cash, if any, may vary significantly both quarterly and annually and will be directly dependent on the performance of our business. We will not have a minimum quarterly distribution and could pay no distribution with respect to any particular quarter.
  • Risks Related to Our Business
  • Oil, natural gas and NGL prices are volatile. A sustained decline in prices could adversely affect our business, financial condition, results of operations, liquidity, ability to meet our financial commitments, ability to make our planned capital expenditures and our cash available for distribution.
  • Drilling for and producing oil, natural gas and NGLs are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.
  • Our identified drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.
  • Properties that we decide to drill may not yield oil and natural gas in commercially viable quantities.
  • Properties we acquire may not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with the properties that we acquire or obtain protection from sellers against such liabilities.
  • The development of our estimated proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated proved undeveloped reserves may not be ultimately developed or produced.
The other 67 risks
  • Part of our business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.
  • The marketability of our production is dependent upon gathering, treating, processing and transportation facilities, some of which we do not control. If these facilities are unavailable, our operations could be interrupted and our revenues could decrease.
  • If third-party pipelines or other midstream facilities interconnected to our gathering systems become partially or fully unavailable, our revenues and cash flows and our ability to make cash distributions to our unitholders could be materially adversely affected.
  • Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
  • The standardized measure of our estimated proved reserves is not necessarily the same as the current market value of our estimated proved reserves.
  • Unless we replace our produced reserves with acquired or developed new reserves, our reserves and production will decline, which would adversely affect our future cash flows, results of operations and cash available for distribution.
  • Competition in the oil and natural gas industry is intense, making it more difficult for us to acquire properties, market natural gas, secure trained personnel and raise additional capital.
  • Our midstream services contracts are generally structured as short-term and long-term, fixed-fee contracts, which may negatively impact our operating margins and cash flow during periods of lower oil and natural gas prices.
  • The loss of senior management or technical personnel could adversely affect operations.
  • We depend on Mach Resources to provide us services necessary to operate our business. If Mach Resources were unable or unwilling to provide these services, it would result in a disruption in our business that could have an adverse effect on our financial position, financial results and cash flow.
  • Certain factors could require us to write down the carrying values of our properties, including commodity prices decreasing to a level such that our future undiscounted cash flows from our properties are less than their carrying value.
  • We may incur losses as a result of title defects in the properties in which we invest.
  • Our undeveloped acreage must be drilled before lease expiration to hold the acreage by production. In highly competitive markets for acreage, failure to drill sufficient wells to hold acreage could result in a substantial lease renewal cost or, if renewal is not feasible, loss of our lease and prospective drilling opportunities.
  • We own non-operating interests in properties developed and operated by third parties and some of our leasehold acreage could be pooled by a third-party operator. As a result, we are unable, or may become unable as a result of pooling, to control the operation and profitability of such properties.
  • We may be unable to make accretive acquisitions or may make opportunistic dispositions. Any such acquisitions, if not integrated or conducted successfully, or such dispositions, if not conducted successfully, may disrupt our business and hinder our growth potential.
  • Our development projects and acquisitions require substantial capital expenditures. We may be unable to obtain any required capital or financing on satisfactory terms, which could lead to a decline in our production and reserves.
  • Increased costs of capital could adversely affect our business.
  • Changes in the global trade environment, including the imposition of tariffs, could adversely affect our business.
  • We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash flow and ability to complete development activities as planned.
  • The unavailability or high cost of drilling rigs, frac crews, equipment, supplies, personnel and oilfield services could adversely affect our ability to execute our development plans within our budget and on a timely basis.
  • We depend upon several significant purchasers for the sale of most of our oil, natural gas and NGL production. The loss of one or more of these purchasers could, among other factors, limit our access to suitable markets for the oil and natural gas we produce.
  • Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects.
  • Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.
  • Any significant reduction in our borrowing base under the New Credit Agreement as a result of the periodic borrowing base redeterminations or otherwise may negatively impact our ability to fund our operations.
  • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
  • The credit risk of financial institutions could adversely affect us.
  • Our ability to obtain financing on terms acceptable to us may be limited in the future by, among other things, increases in interest rates.
  • Our derivative activities could result in financial losses or could reduce our earnings.
  • The failure of our hedge counterparties, significant customers or working interest holders to meet their obligations to us may adversely affect our financial results.
  • Events outside of our control, including widespread public health crises, epidemics and outbreaks of infectious diseases, or the threat thereof, and any related threats of recession and other economic repercussions could have a material adverse effect on our business, liquidity, financial condition, results of operations, cash flows and ability to pay distributions on our common units.
  • Declining general economic, business or industry conditions and inflation may have a material adverse effect on our results of operations, liquidity and financial condition.
  • Oil and gas exploration and production companies are frequently subject to litigation claims from landowners, royalty owners and other interested parties, particularly during periods of declining commodity prices.
  • We may incur substantial losses and be subject to substantial liability claims as a result of our operations. Additionally, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.
  • Extreme weather conditions and the physical risks of climate change could adversely affect our ability to conduct drilling activities in the areas where we operate and the operations of our gathering and processing facilities and have a negative impact on our business and results of operations.
  • Our operations are subject to stringent environmental laws and regulations that may affect our operations and expose us to significant costs and liabilities that could exceed current expectations.
  • Climate change legislation or regulations restricting emissions of GHGs or requiring the reporting of GHG emissions or climate-related information could result in increased operating costs, impact the demand for the oil and natural gas we produce, and adversely affect our business.
  • Increased scrutiny of ESG matters could have an adverse effect on our business, financial condition and results of operations and damage our reputation.
  • Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays, limit the areas in
  • which we can operate, and reduce our oil and natural gas production, which could adversely affect our production and business.
  • Legislation or regulatory initiatives intended to address the disposal of saltwater gathered from our drilling activities could limit our ability to produce oil and natural gas economically and have a material adverse effect on our business.
  • Limitation or restrictions on our ability to obtain or dispose of water may have an adverse effect on our operating results.
  • We are responsible for the decommissioning, abandonment, and reclamation costs for our facilities, which could decrease our cash available for distribution.
  • Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect our ability to conduct drilling activities in areas where we operate.
  • The enactment of derivatives legislation could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.
  • We may be involved in legal and regulatory proceedings that could result in substantial liabilities.
  • Loss of our information and computer systems could adversely affect our business. Our business could be negatively impacted by security threats, including cyber-security threats and other disruptions.
  • We are subject to a number of privacy and data protection laws, rules and directives (collectively, data protection laws) relating to the processing of personal data.
  • Risks Inherent in an Investment in Us
  • Our general partner and its affiliates own a controlling interest in us and have conflicts of interest with, and owe limited duties to, us, which may permit them to favor their own interests to the detriment of us and our unitholders.
  • Our partnership agreement does not restrict the Sponsor from competing with us. Certain of our directors and officers may in the future spend significant time serving, and may have significant duties with, investment partnerships or other private entities that compete with us in seeking out acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
  • Our partnership agreement replaces our general partner’s fiduciary duties to us and our unitholders with contractual standards governing its duties, and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
  • Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow our reserves and production and make acquisitions.
  • Increases in interest rates could adversely impact our unit price and our ability to issue additional equity and incur debt.
  • Our general partner may amend our partnership agreement, as it determines necessary or advisable, to permit the general partner to redeem the units of certain non-citizen unitholders.
  • Our unitholders have limited voting rights and are not entitled to elect our general partner or its board of directors, which could reduce the price at which our common units will trade.
  • Even if our unitholders are dissatisfied, they cannot remove our general partner without its consent.
  • Control of our general partner may be transferred to a third party without unitholder consent.
  • We may issue an unlimited number of additional units, including units that are senior to the common units, without unitholder approval.
  • Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.
  • Affiliates of our general partner may sell common units in the public markets, which sales could have an adverse impact on the trading price of the common units.
  • Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.
  • Our partnership agreement has designated the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our unitholders which would limit our unitholders’
  • ability to choose the judicial forum for disputes with us or our general partner or its directors, officers or other employees.
  • Cost reimbursements due to our general partner and its affiliates for services provided to us or on our behalf pursuant to the MSA will reduce cash available for distribution to our unitholders. Our partnership agreement does not set a limit on the amount of expenses for which our general partner and its affiliates may be reimbursed. The amount and timing of such reimbursements will be determined by our general partner.
  • The NYSE does not require a publicly traded limited partnership like us to comply, and we do not intend to comply, with certain of its governance requirements generally applicable to corporations.
  • Our unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business.
  • Our unitholders may have liability to repay distributions that were wrongfully distributed to them.
  • If our common unit price declines, our unitholders could lose a significant part of their investment.

Legal proceedings

The Company may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business including, but not limited to, title disputes, royalty disputes, contract claims, personal injury claims and employment claims. See Note 10 in “Item 8. Financial Statements and Supplementary Data” of this Annual Report for information regarding our estimation and provision for potential losses related to litigation and regulatory proceedings.

The Company, as an owner and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution cleanup resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. The Company maintains insurance coverage that is customary in the industry, although the Company is not fully insured against all environmental risks.

The Company is not aware of any environmental claims existing as of December 31, 2025. There can be no assurance, however, that current regulatory requirements will not change, or past non-compliance with environmental issues will not be discovered on the Company’s oil and gas properties.

The opening of Item 3, Legal Proceedings.39

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