Permian Resources (NYSE: PR) removes 79M unsold registered shares post-reorg

Rhea-AI Filing Summary

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.

As filed with the Securities and Exchange Commission on January 7, 2026

Registration No. 333-275405

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT TO THE

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERMIAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		41-3338782
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 N. Marienfeld Street, Suite 1000,

Midland, Texas 79701

(432) 695-4222

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John C. Bell

300 N. Marienfeld Street, Suite 1000,

Midland, Texas 79701

(432) 695-4222

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Douglas E. McWilliams

Jackson A. O’Maley

Alexandra M. Lewis

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758-2222

Approximate date of commencement of proposed sale to the public: Not applicable.

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Large accelerated filer		☒		Accelerated filer		☐
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PERMIAN RESOURCES CORPORATION

POST-EFFECTIVE AMENDMENT TO DEREGISTER UNSOLD SHARES OF CLASS A COMMON STOCK AND WITHDRAW OUR FORM S-3 REGISTRATION STATEMENT

On November 8, 2023, Permian Resources Holdings Inc. (formerly known as Permian Resources Corporation), a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (Registration No. 333-275405) (the “Registration Statement”), registering 334,064,083 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the Company (including shares of Class A common stock issuable upon the exercise of certain selling stockholders’ rights of redemption of common units (“OpCo Units”) representing limited liability company interests in Permian Resources Operating, LLC, a Delaware limited liability company and a subsidiary of the Company (“OpCo”)). The Registration Statement became effective upon filing with the SEC on November 8, 2023.

On January 7, 2026, the Company implemented a holding company reorganization (the “Reorganization”) pursuant to a Master Reorganization Agreement (the “Master Reorganization Agreement”), dated as of December 22, 2025, by and among the Company, Permian Resources Corporation (formerly known as PRC NewCo Inc), a Delaware corporation (the “Successor Registrant”), OpCo and PRC NewCo II Inc, a Delaware corporation (“Merger Sub”), which resulted in the Successor Registrant becoming the direct parent company of the Company and replacing the Company as the public company trading on the NYSE under the ticker symbol “PR.”

Pursuant to the Master Reorganization Agreement, Merger Sub merged with and into the Company, with the Company surviving as a direct, wholly-owned subsidiary of the Successor Registrant (the “Merger”). Upon consummation of the Merger, stockholders of the Company automatically became stockholders of the Successor Registrant, on a one-for-one basis, with the same number and ownership percentage of shares of the same class as they held in the Company immediately prior to the effective time of the Merger.

As a result of the Reorganization, the Company has terminated all offerings of securities pursuant to the Registration Statement. Pursuant to the Registration Statement, the Company represented that it would remove from registration by post-effective amendment any and all securities being registered which remained unsold at the termination of the offering.

Of the 334,064,083 shares of Class A common stock (including shares of Class A common stock issuable upon the exercise of certain selling stockholders’ rights of redemption of OpCo Units) registered aforesaid, 79,150,389 shares of Class A common stock were unsold thereunder. The Company, pursuant to this post effective amendment, does hereby withdraw and remove from registration said 79,150,389 shares of Class A common stock (including shares of Class A common stock issuable upon the exercise of certain selling stockholders’ rights of redemption of OpCo Units).

The Company also requests, in accordance with Rule 457(p) promulgated under the Securities Act of 1933, as amended, that all fees paid to the SEC in connection with the filing of the Registration Statement be credited for future use to the Company’s account.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused the Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on January 7, 2026.

PERMIAN RESOURCES CORPORATION
By:		/s/ GUY M. OLIPHINT
Name:		Guy M. Oliphint
Title:		Executive Vice President and Chief Financial Officer

Note: No other person is required to sign the Post-Effective Amendment to Form S-3 Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.

FAQ

What action is Permian Resources Corporation (PR) taking in this amendment?

Permian Resources Corporation is filing a post-effective amendment to withdraw and remove from registration 79,150,389 unsold shares of its Class A common stock that were previously registered but not sold under an effective shelf registration statement.

How many shares were originally registered under the prior shelf registration?

The earlier registration statement covered 334,064,083 shares of Class A common stock, including shares issuable upon the exercise of certain selling stockholders’ rights of redemption of OpCo Units in Permian Resources Operating, LLC.

Why is Permian Resources Corporation deregistering these unsold shares?

Following a holding company reorganization in which a new Permian Resources Corporation became the direct parent of the prior registrant and the listed NYSE company, the prior registrant terminated all offerings under the registration statement and is now removing any remaining unsold shares from registration.

What corporate reorganization did PR complete in connection with this change?

Under a Master Reorganization Agreement, a merger subsidiary combined with the prior Permian Resources Holdings Inc., leaving that company as a wholly owned subsidiary of the new Permian Resources Corporation, which became the direct parent and replaced it as the public company trading on the NYSE under the ticker "PR."

Does this amendment affect selling stockholders’ OpCo Unit redemption rights?

The amendment notes that the original registration covered Class A common stock issuable upon redemption of OpCo Units, but this filing is limited to deregistering 79,150,389 unsold shares previously registered under that statement.

What is Permian Resources Corporation requesting regarding SEC filing fees?

The company is requesting under Rule 457(p) that all fees previously paid in connection with the registration statement be credited for future use to the company’s account.