Permian Resources (PR) Co-CEO reports unit exchange and tax sell-to-cover trades
Rhea-AI Filing Summary
Permian Resources Corp Co-Chief Executive Officer and director Walter James H reported several equity transactions. On January 5 and 6, 2026, he sold 310,003 and 467,700 shares of Class A common stock at weighted average prices of $13.74 and $13.63. According to the disclosure, these sales were mandatory "sell to cover" transactions to satisfy tax withholding on vesting performance stock units, not discretionary trades.
On January 7, 2026, a corporate reorganization made Permian Resources Corporation the successor to Permian Resources Holdings Inc. Immediately after the merger effective time, the reporting person exchanged 9,052,692 OpCo common units for an equal number of newly issued Class A shares held directly, and an additional 2,989,989 OpCo units were exchanged into Class A shares held indirectly by Bedford Family Partners, L.P., an investment partnership controlled by him. Following these transactions, he owned 10,062,830 Class A shares directly and 2,989,989 indirectly.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 9,052,692 | $0.00 | -- |
| Disposition | Common Units | 2,989,989 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 9,052,692 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 2,989,989 | $0.00 | -- |
| Sale | Class A Common Stock | 467,700 | $13.63 | $6.37M |
| Sale | Class A Common Stock | 310,003 | $13.74 | $4.26M |
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 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 $14.39, 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 Bedford Family Partners, L.P., 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 transactions did Permian Resources (PR) disclose for Walter James H?
The disclosure reports that Walter James H, Co-Chief Executive Officer and director, sold Class A common stock on January 5 and 6, 2026 to cover tax withholding and, on January 7, 2026, exchanged OpCo common units for newly issued Class A shares in connection with a corporate reorganization.
What prices were received in the Permian Resources tax withholding sales?
The 310,003 shares sold on January 5, 2026 had a weighted average price of $13.74, based on multiple trades between $13.49 and $14.39. The 467,700 shares sold on January 6, 2026 had a weighted average price of $13.63, from trades between $13.48 and $13.88.
What corporate reorganization involving Permian Resources occurred on January 7, 2026?
On January 7, 2026, Permian Resources Corporation became the successor to Permian Resources Holdings Inc. through a merger in which a subsidiary of the new Registrant merged with the predecessor. Former security holders of the predecessor received economic interests in the new Registrant identical to those they held immediately before the merger effective time.
What is Bedford Family Partners, L.P. in relation to the Permian Resources insider transactions?
Bedford Family Partners, L.P. is described as an investment partnership controlled by the reporting person. After the OpCo unit exchange on January 7, 2026, it held 2,989,989 Class A shares indirectly attributed to the reporting person.