| Item 7.01. |
Regulation FD Disclosure. |
On September 15, 2025, Permian Resources Corporation (the “Company”) issued a press release announcing the commencement of an underwritten public offering (the “Offering”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), by the Selling Stockholders (as defined below). A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
On September 15, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
On September 15, 2025, the Company and certain affiliates of Pearl Energy Investments and Riverstone Investment Group LLC (together, the “Selling Stockholders”) and Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc. and Goldman Sachs & Co. LLC (collectively, the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, an aggregate 46,112,899 shares of Class A Common Stock, at a price to the public of $13.53 per share. The Offering was made pursuant to a registration statement previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), which became effective automatically upon filing on November 8, 2023, by means of a prospectus that meets the requirements under the Securities Act, and the prospectus supplement dated September 15, 2025 and to be filed with the SEC on or around September 16, 2025. The Company will not receive any proceeds from the sale of shares of Class A Common Stock in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions. The Offering is expected to close on or around September 16, 2025, subject to the satisfaction of customary closing conditions.
Concurrently with the closing of the Offering, the Company has agreed to purchase from certain of the Selling Stockholders an aggregate 2,000,000 common units representing limited liability company interests in Permian Resources Operating, LLC, a Delaware limited liability company and a subsidiary of the Company (“Permian LLC Units”), at a price per Permian LLC Unit equal to the price per share at which the Underwriters agreed to purchase shares of Class A Common Stock in the Offering (the “Concurrent Unit Purchase”) and to cancel a corresponding number of shares of Class C Common Stock, par value $0.0001 per share, of the Company held by such Selling Stockholders. The Offering is not conditioned upon the completion of the Concurrent Unit Purchase, but the Concurrent Unit Purchase is conditioned upon the completion of the Offering.
The Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, the Selling Stockholders and its and their respective affiliates, for which they received or will receive customary fees and expenses. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
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