Permian Resources (PR) Co-CEO reports tax share sales, unit exchange

Rhea-AI Filing Summary

Permian Resources Corp director and Co-CEO William M. Hickey III reported several equity transactions involving Class A common stock and related operating company units. On January 5 and 6, 2026, he sold 309,980 and 467,725 Class A shares, respectively, at weighted average prices of $13.74 and $13.63. A footnote explains these sales were mandatory “sell to cover” transactions to satisfy tax withholding on vested performance stock units, and not discretionary trades. On January 7, 2026, following a corporate reorganization in which Permian Resources Corporation became the successor to Permian Resources Holdings Inc., Hickey exchanged 9,277,692 OpCo common units for the same number of newly issued Class A shares directly. On the same date, 2,989,989 OpCo units held through Hickey Family Investments, L.P., an investment partnership he controls, were likewise exchanged for an equal number of Class A shares held indirectly.

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^*

Hickey William M III

(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
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

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		309,980(1)	D	$13.74(2)	1,477,861	D
Class A Common Stock	01/06/2026		S		467,725(1)	D	$13.63(3)	1,010,136	D
Class A Common Stock(4)	01/07/2026		A(5)		9,277,692(5)	A	(5)	10,287,828	D
Class A Common Stock(4)	01/07/2026		A(5)		2,989,989	A	(5)	2,989,989	I	By Investment Partnership(6)

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)			9,277,692	(7)	(7)	Class A Common Stock	9,277,692	(5)	0	D
Common Units	(5)	01/07/2026		D(5)			2,989,989	(7)	(7)	Class A Common Stock	2,989,989	(5)	0	I	By Investment Partnership(6)

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 performance 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 $14.39, inclusive. The reporting person undertakes to provide to the Registrant (as defined below), any security holder of the Registrant, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares [purchased] 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 $13.89, 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. Held directly by Hickey Family Investments, L.P., an investment partnership controlled by the reporting person.

7. 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	01/07/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Permian Resources (PR) disclose for William M. Hickey III?

The filing shows that William M. Hickey III, a director and Co-Chief Executive Officer of Permian Resources Corp, reported sales of Class A common stock to cover taxes and exchanges of operating company common units for newly issued Class A shares following a corporate reorganization.

How many Permian Resources Class A shares did the Co-CEO sell and at what prices?

On January 5, 2026, Hickey sold 309,980 Class A shares at a weighted average price of $13.74. On January 6, 2026, he sold 467,725 Class A shares at a weighted average price of $13.63, with individual trades within the disclosed price ranges.

Were the January 2026 Permian Resources share sales by the Co-CEO discretionary?

No. A footnote states that the 309,980 and 467,725 Class A share sales were mandatory “sell to cover” transactions to satisfy tax withholding obligations related to the vesting of performance stock units, and did not represent discretionary trades by Hickey.

What corporate reorganization involving Permian Resources is described in the filing?

The filing explains that on January 7, 2026, Permian Resources Corporation successor to Permian Resources Holdings Inc. through a merger. After the merger, former security holders of the predecessor entity held economic interests in the new registrant that were identical in type and proportion to their prior holdings.

How many OpCo units did the Co-CEO exchange for Permian Resources Class A stock?

Immediately following the merger effective time, Hickey contributed 9,277,692 OpCo Units in Permian Resources Operating, LLC to the registrant in exchange for 9,277,692 newly issued Class A common shares. An additional 2,989,989 OpCo Units held through Hickey Family Investments, L.P. were likewise exchanged for 2,989,989 Class A shares.

What is Hickey Family Investments, L.P. in relation to these Permian Resources transactions?

The filing notes that Hickey Family Investments, L.P. is an investment partnership controlled by Hickey. It held 2,989,989 OpCo Units that were exchanged on January 7, 2026 for the same number of Permian Resources Class A common shares, which are reported as indirectly owned.

How many Permian Resources Class A shares did the Co-CEO hold after the reported transactions?

After the January 7, 2026 transactions, Hickey reported 10,287,828 Class A common shares held directly and 2,989,989 Class A common shares held indirectly through Hickey Family Investments, L.P.