[8-K] Permian Resources Corporation Reports Material Event

Rhea-AI Filing Summary

Permian Resources Corporation subsidiary issued 3.25% exchangeable senior notes due 2028 that may be exchanged for the company’s Class A common stock under the Indenture dated March 19, 2021. The filing references the S-3 registration statement (No. 333-279715) and a base prospectus dated May 24, 2024, plus a prospectus supplement filed August 29, 2025. UMB Bank, N.A. serves as trustee under the Indenture. The document is signed by Guy M. Oliphint on September 2, 2025.

Positive

• 3.25% coupon on the exchangeable senior notes is explicitly stated
• Clear disclosure of governing Indenture and trustee (UMB Bank, N.A.)
• Prospectus references provided: S-3 (No. 333-279715), base prospectus dated May 24, 2024, and prospectus supplement dated August 29, 2025

Negative

• Notes are potentially exchangeable for Class A common stock, implying possible future dilution
• Principal amount of the issuance is not disclosed in the provided excerpt, so impact on leverage and capitalization cannot be assessed

Insights

Securities Analyst

TL;DR: Issuance of low-coupon exchangeable notes creates potential capital flexibility and future equity dilution depending on exchanges.

The filing discloses that a subsidiary issued 3.25% exchangeable senior notes due 2028 that are potentially exchangeable into Permian Resources Class A common stock pursuant to the March 19, 2021 Indenture with UMB Bank, N.A. as trustee. The disclosure points to the S-3 base prospectus and an August 29, 2025 prospectus supplement for the detailed exchange mechanics and terms. From an investor perspective, the instrument combines debt funding with contingent equity issuance; material effects on leverage and share count depend on the principal amount and actual exchanges, which are not disclosed in this excerpt.

Corporate Finance Specialist

TL;DR: The company used an exchangeable note structure to access funding while linking repayment to equity conversion terms.

The document confirms a 3.25% coupon and 2028 maturity for exchangeable senior notes, and references the governing Indenture and registration/prospectus filings. Exchangeable notes often offer lower coupon rates in exchange for conversion optionality; the prospectus materials referenced will contain specifics on exchange rates, triggers, and anti-dilution protections. This filing notifies stakeholders of the security type and directing them to the registered offering documents for full economic and accounting implications.

Permian Resources Corp false 0001658566 0001658566 2025-08-29 2025-08-29

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): August 29, 2025

PERMIAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-37697		47-5381253
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

(Address of principal executive offices, including zip code)

(432) 695-4222

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications 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 8.01. Other Events.

As previously reported, on March 19, 2021, Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources Corporation (the “Company”), issued its 3.25% exchangeable senior notes due 2028 (the “Notes”), which are potentially exchangeable for shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Common Stock”) pursuant to the terms set forth in that certain Indenture, dated as of March 19, 2021, between the Issuer and UMB Bank, N.A., as trustee (as amended or supplemented, the “Indenture”).

The shares of Class A Common Stock that may be issued from time to time upon the exchange of the Notes (the “Exchangeable Shares”) have been registered pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-279715) filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024, the base prospectus, dated May 24, 2024, and a prospectus supplement, dated August 29, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The legal opinion of Latham & Watkins LLP relating to the issuance of the Exchangeable Shares upon exchange of the Notes is filed as Exhibit 5.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number		Description
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 2, 2025

FAQ

What security did Permian Resources (PR) issue?

The filing states a subsidiary issued 3.25% exchangeable senior notes due 2028 that may be exchanged for the company's Class A common stock.

Are the notes convertible to equity?

Yes, the notes are described as potentially exchangeable for shares of Class A Common Stock under the Indenture.

Where can I find detailed terms of the exchange and offering?

The filing references the S-3 registration (No. 333-279715), base prospectus dated May 24, 2024, and a prospectus supplement dated August 29, 2025 for full terms.

Who is the trustee for the Indenture?

UMB Bank, N.A. is named as the trustee under the Indenture dated March 19, 2021.

When was this disclosure signed?

The excerpt is signed by Guy M. Oliphint on September 2, 2025.