Permian Resources (NYSE: PR) withdraws Form S-3 after reorganization

Rhea-AI Filing Summary

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”.

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

Registration No. 333-279715

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 May 24, 2024, 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. 333-279715) (the “Registration Statement”), registering (i) Class A common stock, par value $0.0001 per share, (ii) preferred stock, par value of $0.0001 per share, and (iii) warrants to purchase any of the other securities that may be sold thereunder. The Registration Statement became effective upon filing with the SEC on May 24, 2024.

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”), Permian Resources Operating, LLC, a Delaware limited liability company and a subsidiary of the Company, 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.

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 does Permian Resources (PR) change in this post-effective amendment?

The company is filing a post-effective amendment to its Form S-3 to deregister any unsold securities and withdraw that registration statement, because the offerings under it have been terminated.

Why did Permian Resources (PR) terminate offerings under its Form S-3?

Permian Resources terminated offerings under the Form S-3 because of a holding company reorganization that made a new Permian Resources Corporation the direct parent of the prior issuer, which is now its wholly owned subsidiary.

How did the holding company reorganization affect Permian Resources shareholders?

When the merger closed, stockholders of Permian Resources Holdings Inc. automatically became stockholders of the new Permian Resources Corporation on a one-for-one basis, with the same number, class, and ownership percentage of shares they held immediately before the merger.

What is the relationship between Permian Resources Corporation and Permian Resources Holdings Inc. after the merger?

After the merger, the new Permian Resources Corporation is the direct parent company, and Permian Resources Holdings Inc. survives as its direct, wholly owned subsidiary.

On which exchange and ticker symbol does Permian Resources now trade?

The successor Permian Resources Corporation is the public company trading on the NYSE under the ticker symbol “PR”.

Does this filing register new securities for Permian Resources (PR)?

No. This filing is a post-effective amendment that removes previously registered but unsold securities from registration and withdraws the earlier Form S-3, rather than registering new securities.