PR announces underwriting agreement and pricing notices dated Sept 15, 2025

Rhea-AI Filing Summary

Permian Resources Corporation filed an 8-K reporting a material event tied to its recent securities offering activity. The filing references an Underwriting Agreement dated September 15, 2025, a Launch Press Release dated September 15, 2025, and a Pricing Press Release dated September 15, 2025. The company also included a cover page interactive data file embedded in the Inline XBRL document, and the form is signed and dated September 16, 2025.

In plain terms, the company has disclosed documents that typically accompany a registered offering: the underwriting contract and public statements announcing the launch and final pricing. The filing itself does not disclose offering size, price per share, proceeds, or other financial terms, so the concrete economic impact is not specified in the disclosed text.

Positive

• Filed an Underwriting Agreement dated September 15, 2025
• Issued both a Launch and a Pricing Press Release dated September 15, 2025
• Included an Inline XBRL cover page data file, supporting structured disclosure

Negative

• None.

Insights

Securities Capital Markets Analyst

TL;DR: The filing documents an offering process with underwriting and pricing notices dated September 15–16, 2025.

The company submitted an Underwriting Agreement dated September 15, 2025 alongside a launch and a pricing press release, which together indicate completion of key procedural steps in a public offering. These documents are the contractual and public-disclosure components under typical offering workflows.

Key dependencies and risks are clear: without stated offering size, price, or use of proceeds in the disclosed text, investors cannot assess dilution, capital raise magnitude, or immediate balance-sheet effects. Watch for follow-up filings or press releases that state offering size, price per share, and net proceeds for near-term investor impact.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Permian Resources (PR) disclose in the 8-K?

Permian Resources disclosed an Underwriting Agreement dated September 15, 2025, a Launch Press Release and a Pricing Press Release both dated September 15, 2025, and an Inline XBRL cover page; the form is dated September 16, 2025.

Does the 8-K state the offering size or price per share for PR?

No. The disclosed text does not provide offering size, price per share, or net proceeds.

Is there a stated use of proceeds or financial impact in the filing?

No specific use of proceeds or financial impact is included in the provided content.

When were the pricing and launch announcements made for PR?

Both the Launch and Pricing Press Releases are dated September 15, 2025.

What follow-up disclosures should investors expect from PR?

Investors should look for subsequent filings or press releases stating offering size, price per share, and net proceeds, which are not included here.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/16/2025 - 06:03 AM Learn about SEC filing dates

Permian Resources Corp false 0001658566 0001658566 2025-09-15 2025-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 15, 2025

PERMIAN RESOURCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-37697		47-5381253
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

(Address of Principal Executive Offices) (Zip Code)

(432) 695-4222

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		PR		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Item 8.01. Other Events.

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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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
1.1+		Underwriting Agreement, dated September 15, 2025, by and among Permian Resources Corporation, the selling stockholders named therein and the underwriters named therein.
99.1		Launch Press Release, dated September 15, 2025, of Permian Resources Corporation.
99.2		Pricing Press Release, dated September 15, 2025, of Permian Resources Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERMIAN RESOURCES CORPORATION
By:		/s/ Guy M. Oliphint
		Guy M. Oliphint
		Executive Vice President and Chief Financial Officer
Date:		September 16, 2025

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