SCHEDULE 13D: Major Investor Group Solidifies 63.2% Stake and Board Control in Mach Natural Resources LP

BCE-Mach Aggregator LLC, Bayou City Energy Management LLC, and William Wallace McMullen have collectively increased their beneficial ownership in Mach Natural Resources LP to 63.2%, securing significant governance rights including the ability to appoint a majority of the board.

Summary

• The Reporting Persons (BCE-Mach Aggregator LLC, Bayou City Energy Management LLC, and William Wallace McMullen) collectively beneficially own 74,812,939 common units representing limited partner interests in Mach Natural Resources LP.
• This ownership stake represents 63.2% of the Issuer's outstanding common units, based on 118,336,367 common units outstanding as of May 2, 2025.
• The Reporting Persons initially acquired 68,226,633 Common Units prior to the Issuer's IPO in exchange for equity securities of the predecessor.
• Through their controlling interest in the Issuer's general partner, the Reporting Persons possess significant governance rights, including the right to appoint a majority of the Issuer's Board of Directors.
• Recent purchases include 899,487 Common Units in December 2024 at prices ranging from $14.61 to $15.75 per unit, and 5,161,290 Common Units on February 7, 2025, at $15.50 per unit.
• Additional purchases within the last 60 days include: 79,218 units on June 10, 2025, at $13.58; 72,411 units on June 11, 2025, at $14.01; 93,500 units on June 12, 2025, at $14.29; 135,500 units on June 13, 2025, at $14.72; and 144,900 units on June 16, 2025, at $14.96.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the Reporting Persons' significant and controlling stake, their active and recent purchases of additional units, and their established governance rights. However, the explicit statement about potentially selling shares introduces a degree of uncertainty.

Positives

• The Reporting Persons hold a substantial controlling interest of 63.2% in Mach Natural Resources LP, providing significant influence over the company's strategic direction.
• The group has the right to appoint a majority of the Issuer's Board of Directors, ensuring strong governance alignment with their interests.
• Recent and ongoing purchases of common units by the Reporting Persons, including those in December 2024, February 2025, and June 2025, indicate continued confidence in the Issuer's value.

Negatives

• The Reporting Persons explicitly state their intent to review their investment on an ongoing basis and may seek to sell or otherwise dispose of some or all of their securities, which could create downward pressure on the stock price if a large block is sold.

Risks

• The potential for the Reporting Persons to sell a significant portion of their 63.2% beneficial ownership could lead to substantial market volatility and downward pressure on Mach Natural Resources LP's common unit price.

Future Outlook

The Reporting Persons intend to continuously review their investment in Mach Natural Resources LP. They may choose to increase or decrease their position by purchasing or selling additional common units, other equity, debt, notes, or financial instruments related to the Issuer. Any such transactions will depend on various factors including price, market conditions, the Issuer's performance, and their investment strategies.

Management Comments

• William W. McMullen, managing partner of Bayou City Energy Management LLC and a director on the Issuer's board, is an authorized signatory for the Reporting Persons, certifying the accuracy of the statement.

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: The significant beneficial ownership and control by the Reporting Persons mean their investment decisions (e.g., buying or selling large blocks of shares) could directly influence the company's stock price and strategic direction.
• Management: The Reporting Persons' ability to appoint a majority of the board ensures strong oversight and alignment with their interests.

Next Steps

• The Reporting Persons will continue to review their investment in Mach Natural Resources LP on an ongoing basis.
• They may seek to increase their position by purchasing additional common units or other financial instruments.
• They may seek to decrease their position by selling or otherwise disposing of some or all of their securities.

Key Dates

Keywords

Mach Natural Resources LP, BCE-Mach Aggregator LLC, Bayou City Energy Management LLC, William Wallace McMullen, Schedule 13D, beneficial ownership, corporate governance, limited partner interests, investment, energy sector