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Riverstone Affiliates Complete $13.46 Secondary Offering in Permian Resources (PR)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Amendment No. 18 to Schedule 13D discloses that certain Riverstone-related parties sold 40,332,991 shares of Permian Resources Corp Class A common stock in an underwritten offering at $13.46 per share, with the offering closing on September 16, 2025. The sale was made to Morgan Stanley, Citigroup and Goldman Sachs under a September 15, 2025 underwriting agreement that includes customary 45-day lock-up restrictions for the selling parties.

The filing reports that, as of September 16, 2025, Silver Run Sponsor (and related Riverstone entities and individuals) hold 1,263,978 shares, representing 0.2% of the 744,304,408 shares outstanding stated in the issuer prospectus. The reporting persons ceased to own more than 5% of the outstanding Class A common stock as of that date. The underwriting agreement is filed as Exhibit 15 and is incorporated by reference.

Positive

  • Successfully completed a large underwritten offering of 40,332,991 shares at $13.46 per share, indicating execution capability with major underwriters
  • Clear ownership disclosure reducing potential uncertainty by stating current holdings (1,263,978 shares; 0.2%) and referencing the underwriting agreement as Exhibit 15

Negative

  • Significant reduction in Riverstone-affiliated ownership — reporting persons ceased to be beneficial owners of more than 5% as of September 16, 2025
  • Potential near-term selling restriction — Riverstone Parties are subject to a 45-day lock-up limiting secondary sales, which may concentrate future selling pressure after expiration

Insights

TL;DR: Riverstone parties executed a large secondary sale, reducing collective ownership to 0.2% and ceasing to be >5% holders.

The sale of 40,332,991 shares at $13.46 each is a material disposition that increased public float and reduced Riverstone-affiliated ownership to 1,263,978 shares (0.2% of 744,304,408 outstanding). The filing notes standard lock-up restrictions under the underwriting agreement for 45 days after the final prospectus. The disclosure clarifies governance/beneficial ownership relationships and confirms no other transactions in the prior 60 days. This is primarily a liquidity/ownership change rather than an operational update for the issuer.

TL;DR: A coordinated secondary offering by Riverstone affiliates materially reduced their stake; underwriting terms include a short post-offering lock-up.

The coordinated sale through an underwritten offering executed with major banks is a typical market-based exit mechanism for private-equity-related holders. The agreement includes a 45-day restriction on further sales subject to specified exceptions. The filing attaches the underwriting agreement as Exhibit 15 by reference, which is the operative document for detailed transfer restrictions and allocations. No additional contracts or arrangements affecting voting or transfer were disclosed beyond the underwriting agreement.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Delaware Limited Liability Company


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Silver Run Sponsor, LLC
Signature:By: Silver Run Sponsor Manager, LLC, its managing member, /s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
Silver Run Sponsor Manager, LLC
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
REL US Centennial Holdings, LLC
Signature:By: REL IP General Partner LP, its managing member, By: REL IP General Partner Limited, its general partner, /s/ Thomas Smith
Name/Title:Thomas Smith, Director
Date:09/17/2025
REL IP General Partner LP
Signature:By: REL IP General Partner Limited, its general partner, /s/ Thomas Smith
Name/Title:Thomas Smith, Director
Date:09/17/2025
REL IP General Partner Limited
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Director
Date:09/17/2025
Riverstone Energy Limited Investment Holdings, LP
Signature:By: Riverstone Holdings II (Cayman) Ltd., its general partner, /s/ David M. Leuschen
Name/Title:David M. Leuschen, Director
Date:09/17/2025
Riverstone Holdings II (Cayman) Ltd.
Signature:/s/ David M. Leuschen
Name/Title:David M. Leuschen, Director
Date:09/17/2025
Riverstone Non-ECI USRPI AIV, L.P.
Signature:By: Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner, /s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
Riverstone Non-ECI USRPI AIV GP, L.L.C.
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
Riverstone Non-ECI Partners GP (Cayman), L.P.
Signature:By: Riverstone Non-ECI GP Cayman LLC, its general partner, By: Riverstone Non-ECI GP Ltd., its sole member, /s/ Thomas Smith
Name/Title:Thomas Smith, Director
Date:09/17/2025
Riverstone Non-ECI GP Cayman LLC
Signature:By: Riverstone Non-ECI GP Ltd., its sole member, /s/ Thomas Smith
Name/Title:Thomas Smith, Director
Date:09/17/2025
Riverstone Non-ECI GP Ltd.
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Director
Date:09/17/2025
Riverstone VI Centennial QB Holdings, L.P.
Signature:By: Riverstone Energy Partners VI, L.P., its general partner, By: Riverstone Energy GP VI, LLC, its general partners, /s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
Riverstone Energy Partners VI, L.P.
Signature:By: Riverstone Energy GP VI, LLC, its general partners, /s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
Riverstone Energy GP VI, LLC
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Managing Director
Date:09/17/2025
Riverstone Energy GP VI Corp
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Vice President
Date:09/17/2025
Riverstone Holdings LLC
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Authorized Person
Date:09/17/2025
Riverstone/Gower Mgmt Co Holdings, L.P.
Signature:By: Riverstone Management Group, L.L.C., its general partners, /s/ Thomas Smith
Name/Title:Thomas Smith, Manager
Date:09/17/2025
Riverstone Management Group, L.L.C.
Signature:/s/ Thomas Smith
Name/Title:Thomas Smith, Manager
Date:09/17/2025
David M. Leuschen
Signature:/s/ David M. Leuschen
Name/Title:David M. Leuschen
Date:09/17/2025
Pierre F. Lapeyre, Jr.
Signature:/s/ Pierre F. Lapeyre, Jr.
Name/Title:Pierre F. Lapeyre, Jr.
Date:09/17/2025

FAQ

What did Permian Resources (PR) insiders sell?

The Riverstone Parties sold an aggregate of 40,332,991 shares of PR Class A common stock in an underwritten offering at $13.46 per share.

How much of Permian Resources (PR) do Riverstone-related holders own after the sale?

After the offering, Silver Run Sponsor and related Riverstone entities reported beneficial ownership of 1,263,978 shares, representing 0.2% of the 744,304,408 shares outstanding cited in the prospectus.

Who underwrote the offering disclosed in the Schedule 13D/A?

The offering was sold to the underwriters Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc. and Goldman Sachs & Co. LLC pursuant to a September 15, 2025 underwriting agreement.

Are there any resale restrictions on the sold shares?

Yes. The filing states each Riverstone Party agreed, subject to exceptions, not to sell or transfer shares for 45 days after the date of the final prospectus filed in connection with the offering.

Did the reporting persons make other transactions in the past 60 days?

No. The filing states that, except as described in Item 4 (the offering), neither the Reporting Persons nor Related Persons effected any transactions in the past 60 days with respect to the Class A common stock.
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