Permian Resources (PR) EVP Bell details stock sales and 1.35M unit swap

Rhea-AI Filing Summary

Permian Resources Corporation executive John Charles Bell, EVP and General Counsel, reported several equity transactions. On January 5, 2026, he sold 70,249 shares of Class A Common Stock at a weighted average price of $13.76, and on January 6, 2026, he sold 106,399 shares at a weighted average price of $13.63. These sales were mandatory "sell to cover" transactions to satisfy tax withholding on vesting performance restricted stock units, not discretionary trades.

Following these sales, his directly held Class A shares were reduced, and on January 7, 2026, a corporate reorganization made Permian Resources Corporation the successor to Permian Resources Holdings Inc. Immediately after the merger effective time, Bell exchanged 1,353,243 common units of Permian Resources Operating, LLC for an equal number of newly issued Class A Common shares. After this unit-for-share exchange, he directly held 1,729,685 shares of Class A Common Stock and no longer held the common units.

Insights

Equity compensation and governance analyst

Mandatory tax-cover sales and a unit-for-share exchange tied to a reorganization.

The disclosure shows John Charles Bell, EVP and General Counsel of Permian Resources Corporation, executing two stock sales and a sizable equity exchange. The sales of 70,249 and 106,399 Class A shares at weighted average prices of $13.76 and $13.63 were explicitly described as mandatory "sell to cover" transactions for tax withholding on vesting performance restricted stock units, indicating these were not discretionary trades.

The more structural element is the January 7, 2026 corporate reorganization, where a merger made Permian Resources Corporation the successor to its predecessor entity. Immediately after the merger effective time, Bell exchanged 1,353,243 OpCo Units in Permian Resources Operating, LLC for an equal number of newly issued Class A shares, taking his direct Class A holdings to 1,729,685 shares and eliminating those units. This shifts his exposure from operating company units and Class C stock into a single Class A equity position under the new parent structure.

Overall, the activity combines routine tax-related sales with a non-cash equity restructuring driven by the reorganization. The filing clarifies that former security holders of the predecessor now hold economic interests in the new registrant identical in kind and proportion to their prior interests, framing these changes as structural rather than signaling a change in Bell’s underlying economic stake.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bell John Charles

(Last) (First) (Middle)

C/O PERMIAN RESOURCES CORPORATION

300 N. MARIENFELD ST., SUITE 1000

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Permian Resources Corp [ PR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/05/2026		S		70,249(1)	D	$13.76(2)	482,841	D
Class A Common Stock	01/06/2026		S		106,399(1)	D	$13.63(3)	376,442	D
Class A Common Stock(4)	01/07/2026		A(5)		1,353,243(5)	A	(5)	1,729,685	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(5)	01/07/2026		D(5)			1,353,243	(6)	(6)	Class A Common Stock	1,353,243	(5)	0	D

Explanation of Responses:

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 the performance restricted stock units. The sales were effected through a mandatory "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.49 to $14.38, 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.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ John Bell	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who is the insider involved in this Permian Resources (PR) filing?

The reporting person is John Charles Bell, who serves as Executive Vice President and General Counsel of Permian Resources Corporation.

What Class A Common Stock sales did PR executive John Bell report?

On January 5, 2026, Bell sold 70,249 Class A shares at a weighted average price of $13.76, and on January 6, 2026, he sold 106,399 Class A shares at a weighted average price of $13.63.

Were John Bells Permian Resources stock sales discretionary trades?

No. The filing states the sales represented shares sold to cover tax withholding obligations tied to vesting performance restricted stock units and were effected as mandatory "sell to cover" transactions, not discretionary trades.

What is the OpCo Unit Exchange described for PR EVP John Bell?

Immediately after the merger effective time on January 7, 2026, Bell contributed 1,353,243 common units Permian Resources Operating, LLC to the registrant in exchange for 1,353,243 newly issued shares of Class A Common Stock, on a one-for-one basis.

How many Permian Resources Class A shares does John Bell hold after these transactions?

After the January 7, 2026 OpCo Unit Exchange, Bell directly owned 1,729,685 shares of Class A Common Stock of Permian Resources Corporation.

What corporate reorganization involving Permian Resources is referenced in this insider filing?

On January 7, 2026, a merger made Permian Resources Corporation Permian Resources Holdings Inc.. Former security holders of the predecessor came to own economic interests in the new registrant identical in kind and proportion to their prior interests.