Mach Natural Resources LP美股招股说明书(2026-04-08版)

9,000,000 Common UnitsRepresenting Limited Partner Interests The selling unitholders identified in this prospectus supplement are offering 9,000,000 common units representing limitedpartner interests in Mach Natural Resources LP. We will not receive any of the proceeds from the sale of our common units by theselling unitholders. Our common units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “MNR”. On April 2, 2026,the last reported sale price of our common units on the NYSE was $14.06 per unit. Tom L. Ward, our Chief Executive Officer, through the Tom L. Ward 1992 Revocable Trust and certain other entitiesaffiliated with Mr. Ward (the “Ward Affiliated Entities”), has agreed to purchase 153,256 common units being offered hereby in thisoffering at the public offering price. Investing in our common units involves risks. Limited partnerships are inherently different from corporations. Pleaseread “Risk Factors” beginning on page S-6 of this prospectus supplement and under similar headings in the other documentsincorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Per UnitTotalPrice to Public(1)(2)$13.05$117,450,000Underwriting Discounts and Commissions(2)$0.24$2,160,000Proceeds to the Selling Unitholders, Before Expenses$12.81$115,290,000 (1)Mr. Ward and the Ward Affiliated Entities have agreed to purchase 153,256 common units being offered hereby in thisoffering at the public offering price. The selling unitholders have granted the underwriter a 30-day option to purchase up to an additional 1,350,000 common unitson the same terms and conditions as set forth above. The underwriter expects to deliver the common units on or about April 8, 2026. Morgan Stanley The date of this prospectus supplement is April 6, 2026. TABLE OF CONTENTS Prospectus Supplement PageBASIS OF PRESENTATIONS-iiABOUT THIS PROSPECTUS SUPPLEMENTS-iiiINDUSTRY AND MARKET DATAS-ivCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vSUMMARYS-1RISK FACTORSS-6USE OF PROCEEDSS-8SELLING UNITHOLDERSS-9MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-10UNDERWRITINGS-11LEGAL MATTERSS-17EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-19INFORMATION WE INCORPORATE BY REFERENCES-20 Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INFORMATION WE INCORPORATE BY REFERENCE3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT MACH NATURAL RESOURCES LP7RISK FACTORS8USE OF PROCEEDS9SELLING UNITHOLDERS10DESCRIPTION OF THE COMMON UNITS12CASH DISTRIBUTION POLICY14THE PARTNERSHIP AGREEMENT15MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES28INVESTMENT IN MACH NATURAL RESOURCES LP BY EMPLOYEE BENEFIT PLANS48PLAN OF DISTRIBUTION50LEGAL MATTERS54EXPERTS54 BASIS OF PRESENTATION On September 16, 2025, we acquired (i) certain rights, title and interests in oil and gas properties, rights and related assetslocated in certain designated lands in the San Juan Basin of New Mexico and Colorado from VEPU Inc. and Simlog Inc. (the “IKAVAssets”) and (ii) certain rights, title and interests in oil and gas properties, rights and related assets located in certain designated landsin the Permian Basin from Sabinal Energy Operating, LLC, Sabinal Resources, LLC and Sabinal CBP, LLC (the “Sabinal Assets”),and, in each case, the results of such assets are reflected in our historical financial statements for periods after September 16, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes our business and the terms of thisoffering of our common units and also adds to and updates information contained in the accompanying base prospectus and thedocuments incorporated by reference in this prospectus supplement and the accompanying base prospectus. The second part is theaccompanying base prospectus, which gives more general information, some of which may not apply to this offering of common units.We sometimes refer to the prospectus supplement and the accompanying base prospectus, taken together, as “the prospectus.” If theinformation varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information inthis prospectus supplement. Any statement made in this prospectus, any free writing prospectus authorized by us or in a document incorporated byreference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that astatement contained in this prospectus, any free writing prospectus authorized by us or in any other subsequently filed document that isalso incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or supersededwill not be deemed, except as