Permian Resources (PR) EVP details tax sales and reorg share exchange
Rhea-AI Filing Summary
Permian Resources Corp EVP and Chief Accounting Officer Shannon Robert Regan reported several equity transactions around a corporate reorganization. On 01/05/2026, he sold 70,254 Class A Common shares at a weighted average price of $13.76, and on 01/06/2026 sold another 106,405 shares at a weighted average price of $13.63. Footnotes state these were mandatory “sell to cover” trades to satisfy tax withholding from vesting performance restricted stock, not discretionary sales.
On 01/07/2026, following a merger in which Permian Resources Corporation became successor to Permian Resources Holdings Inc., Regan exchanged OpCo common units for newly issued Class A Common Stock on a one-for-one basis. He received 1,000,000 Class A shares directly and 500,000 shares each held indirectly by Shannon Family Investment Partnership, LP and SFIP 2024 LP, investment partnerships he controls. After these transactions, he directly owned 1,360,667 Class A shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 1,000,000 | $0.00 | -- |
| Disposition | Common Units | 500,000 | $0.00 | -- |
| Disposition | Common Units | 500,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 1,000,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 500,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 500,000 | $0.00 | -- |
| Sale | Class A Common Stock | 106,405 | $13.63 | $1.45M |
| Sale | Class A Common Stock | 70,254 | $13.76 | $967K |
Footnotes (1)
- Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of performance restricted stock. The sales were effected through a mandatory "sell to cover" transaction that did not represent a discretionary trade by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.50 to $14.39, inclusive. The reporting person undertakes to provide to the Registrant (as defined below), any security holder of the Registrant, or staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.48 to $13.88, inclusive. The reporting person undertakes to provide to the Registrant (as defined below), any security holder of the Registrant, or staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. On January 7, 2026, pursuant to a corporate reorganization, Permian Resources Corporation (formerly known as PRC NewCo Inc) (the Registrant) became the successor of Permian Resources Holdings Inc. (formerly known as Permian Resources Corporation) (the Predecessor Registrant) following the merger of a subsidiary of the Registrant with and into the Predecessor Registrant (the Merger). The Merger resulted in (i) the Registrant becoming the parent of the Predecessor Registrant and (ii) the former security holders of the Predecessor Registrant owning, as of the effective time of the Merger (the Merger Effective Time), economic interests in the Registrant identical to and in the same proportions as the economic interests they held in the Predecessor Registrant immediately prior to the Merger Effective Time. Immediately following the Merger Effective Time, the reporting person contributed all of such reporting person's common units representing limited liability company interests (OpCo Units) in Permian Resources Operating, LLC (OpCo) to the Registrant in exchange for newly issued shares of Class A Common Stock, par value $0.0001 per share, of the Registrant, on a one for one basis (the OpCo Unit Exchange). Immediately prior to the Merger Effective Time, all of the shares of Class C Common Stock, par value $0.0001 per share, of the Predecessor Registrant held by the reporting person were surrendered and cancelled for no consideration. Held directly by Shannon Family Investment Partnership, LP, an investment partnership controlled by the reporting person. Held directly by SFIP 2024 LP, an investment partnership controlled by the reporting person. Prior to the OpCo Unit Exchange, the reporting person had a redemption right pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo, pursuant to which each OpCo Unit held by the reporting person could be exchanged at such reporting person's election for a newly-issued share of Class A Common Stock, par value $0.0001 per share, of the Predecessor Registrant (along with the cancellation of the corresponding share of Class C Common Stock, par value $0.0001 per share, of the Predecessor Registrant). The OpCo Units did not have an expiration date.
FAQ
What insider activity did Permian Resources (PR) report for Shannon Robert Regan?
The EVP and Chief Accounting Officer, Shannon Robert Regan, reported tax-related sales of Class A Common Stock on 01/05/2026 and 01/06/2026, and an exchange of OpCo common units into newly issued Class A Common Stock on 01/07/2026 following a corporate reorganization.
How are investment partnerships involved in the Permian Resources Form 4 transactions?
In addition to his direct holdings, Regan reported indirect ownership of Class A Common Stock through two entities: Shannon Family Investment Partnership, LP and SFIP 2024 LP. Each partnership received 500,000 Class A shares in the OpCo unit exchange, and the footnotes describe both as investment partnerships controlled by him.
What corporate reorganization did Permian Resources disclose in connection with these insider transactions?
The footnotes explain that on January 7, 2026, a merger made Permian Resources Corporation (formerly PRC NewCo Inc) the successor to Permian Resources Holdings Inc.. Former security holders of the predecessor now hold economic interests in the new Registrant that are identical in type and proportion to those they held immediately before the merger’s effective time.