Permian Resources Corp SEC Filings

Permian Resources Corp EVP and Chief Accounting Officer Shannon Robert Regan reported several equity transactions around a corporate reorganization. On 01/05/2026, he sold 70,254 Class A Common shares at a weighted average price of $13.76, and on 01/06/2026 sold another 106,405 shares at a weighted average price of $13.63. Footnotes state these were mandatory “sell to cover” trades to satisfy tax withholding from vesting performance restricted stock, not discretionary sales.

On 01/07/2026, following a merger in which Permian Resources Corporation became successor to Permian Resources Holdings Inc., Regan exchanged OpCo common units for newly issued Class A Common Stock on a one-for-one basis. He received 1,000,000 Class A shares directly and 500,000 shares each held indirectly by Shannon Family Investment Partnership, LP and SFIP 2024 LP, investment partnerships he controls. After these transactions, he directly owned 1,360,667 Class A shares.

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.

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.

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.

Permian Resources Corporation is withdrawing 79,150,389 unsold shares of Class A common stock from a previously effective shelf registration. The original registration statement covered 334,064,083 shares of Class A common stock, including shares issuable upon redemption of OpCo Units held by certain selling stockholders. After a holding company reorganization, a new Permian Resources Corporation became the direct parent of the prior registrant and replaced it as the NYSE-traded public company under the ticker "PR." Because the prior registrant has terminated all offerings under the old registration statement, it is now removing the remaining unsold shares from registration and asking that the related SEC filing fees be credited for future use.

Permian Resources Corporation filed a post-effective amendment to its Form S-3 registration statement to deregister any unsold securities and withdraw the registration. This follows a holding company reorganization in which a new entity, also named Permian Resources Corporation, became the direct parent of the former issuer.

Under a Master Reorganization Agreement, a merger subsidiary combined with Permian Resources Holdings Inc., leaving it as a wholly owned subsidiary of the new parent company. Stockholders automatically became stockholders of the new Permian Resources Corporation on a one-for-one basis, keeping the same number and class of shares, and the successor now trades on the NYSE under the ticker symbol “PR”.

Permian Resources Corporation has registered up to 82,726,071 shares of Class A common stock for resale by existing stockholders under a shelf registration.

The company also filed an automatic shelf registration that allows it, as a well-known seasoned issuer, to offer Class A common stock, preferred stock and warrants over time, with specific terms and uses of proceeds to be detailed in future prospectus supplements. The filing follows a holding-company reorganization completed via a one-for-one share exchange that left shareholder rights and ownership percentages unchanged. Permian Resources is an independent oil and natural gas producer focused on high-return assets in the core of the Permian Basin, and its Class A shares trade on the NYSE under the symbol “PR,” last reported at $13.62 on January 6, 2026.

Permian Resources Corporation filed a Form S-8 to register 25,000,000 shares of Class A Common Stock for issuance under its 2023 Long Term Incentive Plan and 2,000,000 shares for issuance under the Centennial Resource Development, Inc. 2019 Employee Stock Purchase Plan. These plans cover awards such as restricted stock, restricted stock units, performance share units, stock options and employee share purchases. The filing follows a holding company reorganization in which the former public entity became a wholly owned subsidiary of the new parent, which continues to trade on the NYSE under the “PR” ticker. The document also describes Delaware-law based indemnification and exculpation protections for directors and officers, including legacy protections and D&O insurance arrangements related to the prior Earthstone Energy merger.

Permian Resources Corp filed a notification that its Class A Common Stock will be removed from listing and/or registration on the New York Stock Exchange LLC under Section 12(b) of the Securities Exchange Act of 1934. The Form 25 states that the Exchange and the issuer have complied with the applicable rules under 17 CFR 240.12d2-2 and 17 CFR 240.12d-2(c) governing the withdrawal of this class of securities from listing and registration. This means the company’s Class A Common Stock will no longer trade as a listed security on the NYSE once the delisting process is completed under these rules.