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.

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

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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^*

Walter James H

(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		310,003(1)	D	$13.74(2)	1,477,838	D
Class A Common Stock	01/06/2026		S		467,700(1)	D	$13.63(3)	1,010,138	D
Class A Common Stock(4)	01/07/2026		A(5)		9,052,692(5)	A	(5)	10,062,830	D
Class A Common Stock(4)	01/07/2026		A(5)		2,989,989(5)	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)			9,052,692	(7)	(7)	Class A Common Stock	9,052,692	(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 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. Held directly by Bedford Family Partners, 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).
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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.

How many Permian Resources Class A shares were sold to cover tax withholding?

The reporting person sold 310,003 Class A shares on January 5, 2026 and 467,700 Class A shares on January 6, 2026. The disclosure states these were mandatory "sell to cover" transactions for tax withholding on vesting performance stock units.

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.

How many OpCo units did Walter James H exchange for Permian Resources Class A shares?

Immediately following 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 2,989,989 OpCo units for the same number of Class A shares held indirectly by Bedford Family Partners, L.P.

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.

How many Permian Resources Class A shares did Walter James H own after the reported transactions?

Following the transactions reported as of January 7, 2026, the reporting person beneficially owned 10,062,830 Class A common shares directly and 2,989,989 Class A common shares indirectly through Bedford Family Partners, L.P.