Permian Resources (PR) director receives Class A shares in reorg

Rhea-AI Filing Summary

Permian Resources director William J. Quinn reported a structural equity change tied to a corporate reorganization. On January 7, 2026, a merger made Permian Resources Corporation the parent of its predecessor entity, and Quinn’s common units in Permian Resources Operating, LLC (“OpCo Units”) were exchanged on a one-for-one basis for newly issued Class A Common Stock of the new registrant.

Quinn disposed of 1,018,745 OpCo Units held directly and 6,914,410 OpCo Units held indirectly and received the same numbers of Class A shares, with 1,018,745 shares held directly and 8,226,839 Class A shares held indirectly after the transactions. The indirect holdings are in Mail Holdings, L.P., which Quinn controls, and he disclaims beneficial ownership except to the extent of his pecuniary interest. All shares of his Class C Common Stock in the predecessor were surrendered and cancelled for no consideration as part of this reorganization.

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

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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^*

Quinn William J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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(1)	01/07/2026		A(2)		1,018,745(2)	A	(2)	1,018,745	D
Class A Common Stock(1)	01/07/2026		A(2)		6,914,410(2)	A	(2)	8,226,839	I	See footnote(3)(4)

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	(2)	01/07/2026		D(2)			1,018,745	(5)	(5)	Class A Common Stock	1,018,745	(2)	0	D
Common Units	(2)	01/07/2026		D(2)			6,914,410	(5)	(5)	Class A Common Stock	6,914,410	(2)	0	I	See Footnote(3)(4)

Explanation of Responses:

1. 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 they held in the Predecessor Registrant immediately prior to the Merger Effective Time.

2. 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 basic (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.

3. Includes 2,047,082 OpCo Units distributed by Pearl Energy Investments II GP, L.P. in connection with the distribution to its limited partners pro rata.

4. Securities held directly by Mail Holdings, L.P. which is controlled by the reporting person. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose.

5. 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, Attorney-in-Fact	01/08/2026
	** 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).
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FAQ

Who is the insider in this Permian Resources (PR) Form 4 filing?

The filing reports transactions by William J. Quinn, who serves as a director of Permian Resources Corporation and is not listed as a 10% owner or officer in this document.

What equity transaction did William J. Quinn report for Permian Resources (PR)?

Quinn reported exchanging his OpCo Units in Permian Resources Operating, LLC for newly issued Class A Common Stock of Permian Resources Corporation on a one-for-one basis in connection with a corporate reorganization and merger.

How many OpCo Units did Quinn exchange for Class A Common Stock of Permian Resources?

He exchanged 1,018,745 OpCo Units held directly and 6,914,410 OpCo Units held indirectly, receiving the same numbers of Class A Common Stock shares in return.

How many Permian Resources Class A shares does the related entity hold after the transaction?

After the exchange, Mail Holdings, L.P., an entity controlled by Quinn, holds 8,226,839 shares of Class A Common Stock indirectly reported in this Form 4.

Does William J. Quinn claim full beneficial ownership of the indirectly held Permian Resources shares?

No. The filing states that the securities are held by Mail Holdings, L.P. and that Quinn disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.

What happened to Quinns Class C Common Stock in the predecessor Permian Resources entity?

Immediately prior to the merger effective time, all shares of Class C Common Stock of the predecessor held by Quinn were surrendered and cancelled for no consideration as part of the reorganization.

Was this Permian Resources insider transaction part of a broader corporate event?

Yes. The transactions occurred in connection with a corporate reorganization and merger in which Permian Resources Corporation became the successor to Permian Resources Holdings Inc., and prior security holders received equivalent economic interests after the merger.