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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 1,353,243 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 1,353,243 | $0.00 | -- |
| Sale | Class A Common Stock | 106,399 | $13.63 | $1.45M |
| Sale | Class A Common Stock | 70,249 | $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 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. 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. 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. 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
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 (OpCo Units) of 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.
What corporate reorganization involving Permian Resources is referenced in this insider filing?
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 came to own economic interests in the new registrant identical in kind and proportion to their prior interests.