PR 8-K Current Reports

Leadership ChangesShareholder MattersExhibits & Filings

Permian Resources 8-K Report, Financial Results (Aug 5, 2026)

Permian Resources Corporation (NYSE: PR) reported second quarter 2026 results on August 5, 2026, through Exhibit 99.1 to this Form 8-K. Average total production was 376,409 Boe/d, including 198,071 Bbls/d of oil, and realized oil prices were $97.81 per barrel. Oil and gas sales were $1.86 billion for the quarter, net income attributable to Class A Common Stock was $792.5 million, and adjusted free cash flow was $750.8 million on cash capital expenditures of $521.4 million. Net cash provided by operating activities was $1.51 billion. The company acquired roughly 54,000 net acres and 20,000 net royalty acres in the Delaware Basin through about 190 transactions for $1.05 billion. It raised its 2026 oil production guidance midpoint to 199.0 MBbls/d and increased its cash capital expenditure range to $1.9 to $2.0 billion, citing higher working interest from ground game activity, workovers and the Ward County bolt-on, which closed July 31, 2026. Net debt-to-LQA EBITDAX was 0.5x at June 30, 2026, and total debt was reduced to $2.7 billion per the filing, from $4.2 billion at year-end 2024. The company also declared a third quarter base dividend of $0.16 per share. The filing highlights that natural gas realizations were negative on an unhedged basis at $(1.74) per Mcf, as Waha prices averaged $(3.14) per Mcf, and the company curtailed some high-GOR production in response. Realized oil prices were well above the prior-year period, though derivative settlements reduced the effective oil price to $85.37 per Bbl including hedging.

Aug 5, 2026 8-K

Permian Resources 8-K Report, Executive Changes (May 19, 2026)

Permian Resources Corporation held its 2026 Annual Meeting of Shareholders on May 19, 2026, where shareholders approved the First Amendment to the Permian Resources Corporation 2023 Long Term Incentive Plan. The amendment increases the maximum number of Class A common shares issuable under the Plan from 71,718,560 to 101,718,560. The Board had previously approved the amendment subject to shareholder approval. The filing also incorporates the principal terms described in the company's proxy statement filed April 6, 2026. Shareholders elected all ten director nominees to terms expiring at the 2027 Annual Meeting, approved the non-binding advisory vote on named executive officer compensation, and ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2026. Shareholders also approved an amendment to the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc., the company's wholly owned subsidiary, to remove the "pass-through voting" provision in connection with the company's corporate reorganization. The most notable vote was the LTIP amendment, which received 486,136,079 votes for and 190,600,884 against, with 1,279,492 abstentions and 64,666,444 broker non-votes. The director votes were more varied, with several nominees such as Steven D. Gray (611,914,658 for, 65,342,520 against) and Aron Marquez (621,829,747 for, 55,474,430 against) receiving materially higher opposition than others.

May 19, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Material Agreement (May 6, 2026)

Permian Resources Corporation (NYSE: PR) disclosed that its operating subsidiary, Permian Resources Operating, LLC ("OpCo"), entered into a new $3.0 billion senior unsecured credit facility on April 30, 2026, with JPMorgan Chase Bank, N.A. as administrative agent. The New Credit Agreement has a scheduled maturity of April 30, 2031, with an option to extend in one-year increments subject to lender consent, and allows OpCo to request commitment increases up to $4.0 billion. It includes swingline and letter of credit subfacilities. Pricing is tied to OpCo's credit rating on its senior unsecured debt. As of April 30, 2026, the applicable margin is 150 basis points for SOFR loans, 50 basis points for Alternate Base Rate loans, and the commitment fee is 20 basis points. The agreement includes a financial covenant requiring a Total Indebtedness to Capitalization Ratio of no greater than 65%, and OpCo describes its other terms as customary for investment grade, senior unsecured commercial bank credit agreements. In connection with the new facility, OpCo terminated its Prior Credit Agreement, dated February 18, 2022, which was set to mature in February 2028. As of April 30, 2026, that facility had a borrowing base of $4.0 billion and $2.5 billion in elected commitments. The termination was without penalty. The filing also notes that the lenders and their affiliates have performed and may perform financial advisory and investment banking services for the Company, for which they received or will receive customary fees.

May 6, 2026 8-K

Permian Resources 8-K Report, Financial Results (May 6, 2026)

Permian Resources Corporation (NYSE: PR) reported first quarter 2026 results on May 6, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. The company produced 412,850 Boe/d, including 192,349 Bbls/d of oil, and generated net cash provided by operating activities of $815 million, adjusted operating cash flow of $979 million and adjusted free cash flow of $513 million. Cash capital expenditures were $466 million, and drilling and completion costs were approximately $685 per lateral foot. Reported net income attributable to Class A Common Stock was $43.6 million, down from $329.3 million a year earlier, largely reflecting a $339.9 million net loss on derivative instruments. Adjusted net income was $336.6 million, or $0.39 per adjusted diluted share. The company raised the midpoint of its full-year 2026 oil production guidance by 3.5 MBbls/d to 192.5 MBbls/d, while leaving all other guidance ranges unchanged. Management said it will accelerate production and capital modestly in the second quarter given higher crude prices in March, and it retains flexibility to adjust activity in the second half of 2026. Net debt-to-LQA EBITDAX was 0.8x, and the company noted investment grade ratings from S&P (BBB-), Moody's (Baa3) and Fitch (BBB-). It entered a new five-year revolving credit facility with commitments of $3.0 billion and redeemed $550 million of legacy Earthstone 8.00% Senior Notes due 2027. The filing also describes corporate simplification: the remaining Class C shares converted to Class A, leaving a single share class, and the company reports 0% sponsor ownership, down from approximately 45% in 2023. The board declared a second quarter 2026 base dividend of $0.16 per share, payable June 30, 2026. The company expects to file its Form 10-Q for the quarter on May 7, 2026, and will hold an earnings call that day.

May 6, 2026 8-K

Material AgreementsFinancial EventsSecurities & Listing+2

Permian Resources 8-K Report, Financial Results (Feb 25, 2026)

Permian Resources Corporation (NYSE: PR) reported fourth-quarter and full-year 2025 results on February 25, 2026, and issued full-year 2026 guidance, according to a press release furnished as Exhibit 99.1 to this Form 8-K. For Q4 2025, average total production was 401.5 MBoe/d, with cash provided by operating activities of $904 million, adjusted free cash flow of $403 million, and cash capital expenditures of $481 million. For full-year 2025, the company reported cash provided by operating activities of $3.6 billion, adjusted free cash flow of $1.6 billion, and oil and gas sales of $5.07 billion. Net income attributable to Class A Common Stock was $935 million for the year, compared with $985 million in 2024. For 2026, the company guided to total average production of 400 to 430 MBoe/d, including 186 to 192 MBbls/d of oil, and a total cash capital expenditure budget of $1.75 to $1.95 billion. Total controllable cash costs are expected at $7.15 to $8.15 per Boe. The company also raised its quarterly base dividend to $0.16 per share from $0.15, a 7% increase, payable March 31, 2026. Year-end 2025 total proved reserves were 1,116 MMBoe, up from 1,027 MMBoe a year earlier, and leverage was 0.9x net debt to LQA EBITDAX. The filing states that the company expects to file its Form 10-K on February 26, 2026, and will hold an earnings conference call that day. The full financial statements are to be presented in that 10-K.

Feb 25, 2026 8-K

Leadership Changes

Permian Resources 8-K Report, Executive Changes (Jan 21, 2026)

Permian Resources Corporation disclosed in this Current Report on Form 8-K, filed January 21, 2026, that director Robert J. Anderson will retire from the Board of Directors, effective January 21, 2026. Mr. Anderson gave notice on January 16, 2026, under Section 9.12 of the Company's Amended and Restated Bylaws. He had served as a director since November 2023. The filing states that there are no disagreements between Mr. Anderson and the Company on any matter relating to the Company's operations, policies or practices. The filing contains no financial results, operational metrics, or guidance. For investors, this is a routine board-composition change under Item 5.02. It does not announce a change in the Company's executive leadership, strategy, or financial condition.

Jan 21, 2026 8-K

Permian Resources 8-K Report, Material Agreement (Dec 22, 2025)

Permian Resources Corporation (NYSE: PR) entered into a Master Reorganization Agreement on December 22, 2025 with PRC NewCo Inc, Permian Resources Operating, LLC and PRC NewCo II Inc to move to a new public holding company structure. Under the Reorganization, the Company will become a wholly owned subsidiary of New PR, which will replace it as the NYSE-listed parent trading under the ticker "PR." Class A and Class C shares will be exchanged one-for-one, and certain Contributing Members, including Co-CEOs Will Hickey and James Walter, will surrender Class C shares for cancellation and exchange OpCo Units for New PR Class A shares. The company anticipates completing the Reorganization in the first quarter of 2026, and the Board and Audit Committee have unanimously approved it. The transaction is presented as a step toward simplifying the Up-C structure into a C-Corp with a single share class, which the company says is expected to reduce administrative burden and overhead and could allow elimination of the Up-C structure by year-end 2027. Management says the Reorganization does not change the ticker, trading, total share count (829,301,734 shares both before and pro forma) or the proportionate economic and voting ownership of equity holders. Class A shares would rise from 744,923,609 to a pro forma 793,840,363, and Class C shares would fall from 84,378,125 to 35,461,371. The filing also amends OpCo's credit agreement through the Eleventh Amendment, which made technical changes to permit the Reorganization. New PR is expected to issue 48,916,754 Class A shares to Contributing Members in a private placement under Section 4(a)(2) of the Securities Act. Investors should note the completion is subject to the risks described in the forward-looking statements, including timing of completion.

Dec 22, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Financial Results (Nov 5, 2025)

Permian Resources Corporation reported third-quarter 2025 results on November 5, 2025, alongside a raised full-year 2025 production outlook. Total average production was 410.2 MBoe/d, including 186.9 MBbls/d of oil, and the company reported net cash provided by operating activities of $766 million, adjusted operating cash flow of $949 million, and adjusted free cash flow of $469 million for the quarter. Cash capital expenditures were $480 million, and drilling and completion costs fell to approximately $725 per lateral foot, an 11% reduction from 2024. The company reduced total debt by 11% quarter-over-quarter to $3.6 billion, retiring $287 million of 2026 Senior Notes and redeeming $170 million of Centennial Convertible Senior Notes due 2028. Net debt-to-LQA EBITDAX was 0.8x, total liquidity exceeded $2.6 billion, and the revolving credit facility was undrawn at quarter-end. Management also declared a fourth-quarter 2025 base dividend of $0.15 per share and noted it completed roughly $800 million of acquisitions year-to-date. The company raised the midpoint of its 2025 oil production guidance by 3.0 MBbls/d to 181.5 MBbls/d and total production guidance by 9.0 MBoe/d to 394.0 MBoe/d, with no other changes to guidance ranges. Q3 net income attributable to Class A Common Stock was $59.2 million, down from $386.4 million a year earlier, largely due to a $264.3 million loss on extinguishment of debt.

Nov 5, 2025 8-K

Permian Resources 8-K Report, Material Agreement (Oct 30, 2025)

Permian Resources Corporation (PR) disclosed, via its subsidiary Permian Resources Operating, LLC ("OpCo"), that on October 24, 2025 it entered into the Tenth Amendment to its Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent. The amendment, among other things, reaffirmed the borrowing base at $4.0 billion and the aggregate elected revolving commitments at $2.5 billion. The amendment also changed pricing terms. It adds a new borrowing base utilization pricing grid that applies on any day during a borrowing base period when the Company has an index debt rating of BBB- or better from Fitch Ratings, Inc. It also allows, subject to certain conditions, reduced interest rates during an investment grade period, which is defined by index debt ratings of Baa3/BBB- or better from Moody's and S&P, respectively, and ends when the Company elects or when its ratings fall below Ba1 and BB+ from Moody's and S&P. The filing is largely a credit facility update rather than a change in operations or capital structure. The full terms are in the Tenth Amendment, filed as Exhibit 10.1, and the filing also incorporates the same information under Item 2.03 regarding a direct financial obligation.

Oct 30, 2025 8-K

Other EventsExhibits & Filings

Permian Resources 8-K Report, Regulation FD Disclosure (Sep 16, 2025)

On September 15, 2025, Permian Resources Corporation (NYSE: PR) announced the commencement and pricing of an underwritten secondary public offering of 46,112,899 shares of its Class A Common Stock at a price to the public of $13.53 per share. The shares are being sold by certain affiliates of Pearl Energy Investments and Riverstone Investment Group LLC (the Selling Stockholders), with Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc. and Goldman Sachs & Co. LLC serving as underwriters. The Company will not sell any shares and will not receive any proceeds from the offering. The offering is expected to close on or around September 16, 2025. Concurrently with the closing, the Company has agreed to purchase 2,000,000 common units of Permian Resources Operating, LLC from certain Selling Stockholders at a price equal to the per-share offering price, and to cancel a corresponding number of Class C Common Stock shares held by those holders. The offering is not conditioned on this unit purchase, but the unit purchase is conditioned on the offering's completion. The filing is a transaction-related disclosure rather than a financial results update. It states the offering was made under a registration statement that became automatically effective on November 8, 2023, and that the underwriters and their affiliates have provided and may provide financial advisory and investment banking services to the Company for customary fees.

Sep 16, 2025 8-K

Permian Resources 8-K Report, Corporate Update (Sep 2, 2025)

Permian Resources Corporation (PR) filed a Current Report on Form 8-K dated September 2, 2025, under Item 8.01 (Other Events) to address the registration of shares that may be issued on exchange of its outstanding notes. The filing relates to the 3.25% exchangeable senior notes due 2028 issued on March 19, 2021 by Permian Resources Operating, LLC, a subsidiary of the Company. The Notes are potentially exchangeable for shares of the Company's Class A Common Stock, par value $0.0001, under an Indenture dated March 19, 2021 between the Issuer and UMB Bank, N.A., as trustee. The shares issuable upon exchange, referred to as the Exchangeable Shares, are registered under the Company's Form S-3 registration statement (Registration No. 333-279715), filed with the SEC on May 24, 2024. The registration relies on a base prospectus dated May 24, 2024 and a prospectus supplement dated August 29, 2025, filed under Rule 424(b) of the Securities Act of 1933, as amended. Latham & Watkins LLP provided a legal opinion on the issuance of the Exchangeable Shares, filed as Exhibit 5.1. The filing also includes Latham & Watkins' consent as Exhibit 23.1, which is contained within Exhibit 5.1, and the cover page Interactive Data File as Exhibit 104.

Sep 2, 2025 8-K

Financial EventsExhibits & Filings

Permian Resources 8-K Report, Triggering Event (Aug 28, 2025)

On August 28, 2025, Permian Resources Operating, LLC, a consolidated subsidiary of Permian Resources Corporation, issued a Redemption Notice calling for redemption of all outstanding 3.25% Exchangeable Senior Notes due 2028. The Redemption Date is September 12, 2025. Holders may elect to exchange called Notes for common stock of Permian Resources Corporation until 5:00 p.m. New York City time on September 10, 2025. Notes not exchanged will be repurchased for cash at a Redemption Price of approximately $1,014.53 per $1,000 principal amount, equal to principal plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption was permitted under Section 4.03 of the First Supplemental Indenture, which allows redemption when the last reported sale price of the common stock exceeds 130% of the Exchange Price on at least 20 of the 30 consecutive trading days ending the day before the notice is sent. The filing states that the notice constitutes a make-whole fundamental change. As a result, the exchange rate for Notes exchanged during the redemption exchange period rises from 176.6910 to 179.9208 shares of common stock per $1,000 principal amount. Settlement for exchanges in this period will be physical, meaning shares of common stock rather than cash. For investors, the key event is the retirement of this convertible debt instrument. Holders who do not convert will receive cash, while those who convert will receive additional shares at the increased rate. The filing does not describe the financial impact on the company's balance sheet or capital structure beyond these terms.

Aug 28, 2025 8-K

Permian Resources 8-K Report, Financial Results (Aug 6, 2025)

Permian Resources Corporation reported second quarter 2025 results on August 6, 2025, furnished as Exhibit 99.1 press release, alongside increased full-year 2025 guidance. Average total production was 385,118 Boe/d, including 176,533 Bbls/d of oil, and the company reported net cash provided by operating activities of $1.0 billion, adjusted operating cash flow of $817 million, and adjusted free cash flow of $312 million. Oil and gas sales were $1,197,596 thousand for the quarter, and net income attributable to Class A Common Stock was $207,137 thousand, or $0.28 diluted income per share. The company closed the APA New Mexico bolt-on acquisition on June 16, adding about 13,000 net acres, and ended the quarter with $451 million of cash, no revolver borrowings, and total liquidity of approximately $3 billion. Net debt-to-LQA EBITDAX was 1.0x, and the company expects year-end 2025 net debt-to-EBITDAX of approximately 0.8x assuming $60 per barrel WTI for the remainder of the year. Fitch assigned an inaugural investment grade rating of BBB- with a stable outlook after quarter-end. Management raised its 2025 oil production midpoint to 178.5 MBbls/d and total production midpoint to 385.0 MBoe/d, and adjusted cash capital expenditures to $1,920 to $2,020 million. Current income tax estimates were lowered following the One Big Beautiful Bill Act, and the company declared a third quarter base dividend of $0.15 per share while repurchasing 4.1 million shares for $43 million at $10.52 per share.

Aug 6, 2025 8-K

Shareholder Matters

Permian Resources 8-K Report, Shareholder Vote Results (May 21, 2025)

Permian Resources Corporation (PR) reported the results of its 2025 Annual Meeting of Shareholders, held May 21, 2025, in this Item 5.07 Form 8-K. Shareholders voted on three proposals: the election of eleven directors, a non-binding advisory vote on named executive officer compensation, and ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. All eleven director nominees were elected to terms expiring at the 2026 Annual Meeting. Support varied across nominees. Steven D. Gray received the most Against votes at 101,323,479, while Maire A. Baldwin and Robert M. Tichio each received about 3.2 million or fewer Against votes. Shareholders also approved the named executive officer compensation on an advisory basis, with 613,236,617 For votes, 15,546,354 Against votes and 11,940,563 Abstentions. Shareholders ratified KPMG LLP as the company's auditor for 2025, with 696,805,292 For votes, 3,206,959 Against votes and 821,192 Abstentions. The filing reports the vote results only and does not describe any other actions taken at the meeting.

May 21, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Financial Results (May 7, 2025)

Permian Resources Corporation (NYSE: PR) reported first quarter 2025 results on May 7, 2025, alongside revised full-year 2025 guidance and an agreement to acquire APA Corporation's Northern Delaware Basin assets. The company reported crude oil and total average production of 175.0 MBbls/d and 373.2 MBoe/d, net cash provided by operating activities of $898 million, and adjusted free cash flow of $460 million, which the company described as the highest in its history. Cash capital expenditures were $501 million, and the company closed the Barilla Draw gathering systems divestiture for $180 million. The company lowered the midpoint of its full-year 2025 capital budget by $50 million to a range of $1.9 to $2.0 billion, while maintaining its oil and total production guidance ranges. Leverage was 0.8x net debt-to-LQA EBITDAX, with cash of $702 million and total liquidity of $3.2 billion. The company also declared a second-quarter base dividend of $0.15 per share and repurchased 4.1 million shares in April at a weighted average price of $10.52 per share. The pending bolt-on acquisition from APA Corporation covers approximately 13,320 net acres and 8,700 net royalty acres for $608 million, adding about 12,000 Boe/d (roughly 45% oil) to second-half 2025 production. The company expects the deal to close by the end of the second quarter of 2025 and states that it is not included in revised standalone guidance.

May 7, 2025 8-K

Permian Resources 8-K Report, Material Agreement (May 6, 2025)

Permian Resources Corporation disclosed in this Form 8-K that its operating subsidiary, Permian Resources Operating, LLC ("OpCo"), entered into the Ninth Amendment to its Third Amended and Restated Credit Agreement on April 30, 2025. The administrative agent is JPMorgan Chase Bank, N.A. The amendment reaffirmed the borrowing base at $4.0 billion and the aggregate elected commitments at $2.5 billion. The amendment also extended the Permitted Pari Term Loan Debt basket to April 24, 2026. The filing describes this as a summary and incorporates the full Ninth Amendment by reference as Exhibit 10.1. The filing reports no other financial results or operating metrics. For investors, the key takeaway is that the company's revolving credit facility capacity was maintained at existing levels, and flexibility for pari passu term loan debt was extended for about one year. Investors should review Exhibit 10.1 for the full terms.

May 6, 2025 8-K

Earnings & ResultsMaterial AgreementsFinancial Events+2

Permian Resources 8-K Report, Financial Results (Feb 25, 2025)

Permian Resources Corporation reported fourth-quarter and full-year 2024 results on February 25, 2025, and issued full-year 2025 guidance, as furnished in Exhibit 99.1. For Q4 2024, the company reported total production of 368.4 MBoe/d, cash capital expenditures of $504 million, cash provided by operating activities of $872 million, and adjusted free cash flow of $400 million. Full-year 2024 production averaged 343.5 MBoe/d, cash provided by operating activities was $3.4 billion, and adjusted free cash flow was $1.4 billion. Year-end 2024 total proved reserves were 1,027 MMBoe, up from 925 MMBoe at prior year-end. Leverage was 0.95x net debt-to-LQA EBITDAX, and total liquidity was $3.0 billion. For 2025, the company guided to oil and total production of 170 to 175 MBbls/d and 360 to 380 MBoe/d, respectively, with a total cash capital expenditure budget of $1.9 to $2.1 billion and total controllable cash costs of $7.25 to $8.25 per Boe. The company also declared a first-quarter 2025 base dividend of $0.15 per share, or $0.60 annualized, which the release says represents a 4.3% yield. Management emphasized maximizing free cash flow and capital efficiency, with the release noting a D&C cost reduction of approximately 8% per foot compared to 2024. Subsequent events disclosed include the closing of the Reeves County gathering systems divestiture for $180 million gross proceeds in the first quarter of 2025, and a partial redemption of $175 million of 9.875% Senior Notes due 2031 using cash on hand. The company expects to file its Form 10-K for 2024 on February 26, 2025.

Feb 25, 2025 8-K

Permian Resources 8-K Report, Material Agreement (Nov 6, 2024)

Permian Resources Corporation reported third-quarter 2024 results on November 6, 2024, and raised its full-year production guidance for the third consecutive quarter while keeping its capital budget unchanged. Net income attributable to Class A Common Stock was $386.4 million for the quarter, with oil and gas sales of $1.22 billion and cash provided by operating activities of $954 million. Adjusted free cash flow was $303 million, and cash capital expenditures were $520 million. The company closed the Barilla Draw acquisition on September 17, 2024, adding approximately 29,500 net acres and 9,900 net royalty acres in the Delaware Basin. The company declared its first quarterly base dividend under its new return of capital policy, $0.15 per share, a 150% increase over the prior base dividend. Management also reported that drilling and completion costs fell to approximately $800 per lateral foot, a $150 reduction from 2023. The 2024 oil production midpoint rose to 158.5 MBbls/d and total production to 341.0 MBoe/d, with the total cash capital expenditure program unchanged at $1,900 to $2,100 million. Separately, OpCo entered into the Eighth Amendment to its Third Amended and Restated Credit Agreement on October 31, 2024. The amendment extended the revolving maturity date from February 18, 2027 to February 18, 2028, and reaffirmed the $4.0 billion borrowing base and $2.5 billion aggregate elected commitments. At quarter-end the company had $272 million of cash, no revolver borrowings, approximately $2.8 billion of total liquidity, and net debt-to-LQA EBITDAX of approximately 1x.

Nov 6, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Material Agreement (Aug 8, 2024)

Permian Resources Corporation (NYSE: PR) reported on its August 8, 2024 Form 8-K that its subsidiary, Permian Resources Operating, LLC, issued $1.0 billion aggregate principal amount of 6.25% senior notes due February 1, 2033 on August 5, 2024. The notes are senior unsecured obligations of the Issuer, fully and unconditionally guaranteed on a senior unsecured basis by the Issuer's current subsidiaries (other than certain immaterial, inactive subsidiaries), certain future subsidiaries, and the Company itself. Interest is payable February 1 and August 1 each year, with the first payment due February 1, 2025. The notes were issued under an indenture with Computershare Trust Company, N.A., as trustee, and include optional redemption provisions (including a make-whole premium before August 1, 2027 and redemption prices of 103.125%, 101.563% and 100.000% for 2027, 2028 and 2029 and thereafter), a change-of-control repurchase right at 101% of principal, and customary restrictive covenants. Concurrently with the notes offering, the Issuer commenced a tender offer for any and all of its outstanding 7.75% Senior Notes due 2026. Holders of approximately 99.57% of the $300 million of those notes, or $298,703,000 aggregate principal amount, validly tendered at expiration, and an additional $850,000 was tendered under guaranteed delivery procedures by August 6, 2024. All validly tendered notes were accepted and paid on August 8, 2024. The remaining 2026 Notes will be redeemed on February 15, 2025, and the Issuer deposited $481,642.50 thousand in trust to satisfy and discharge the 2026 Notes indenture, releasing the Issuer from most of its obligations under that indenture, subject to surviving provisions.

Aug 8, 2024 8-K

Permian Resources 8-K Report, Financial Results (Aug 6, 2024)

Permian Resources Corporation reported second quarter 2024 results on August 6, 2024, via a press release furnished as Exhibit 99.1, and raised its 2024 standalone oil and total production guidance. The company produced 152,883 barrels of oil per day and 338,761 Boe/d in the quarter, with total cash capital expenditures of $516 million. Net cash provided by operating activities was $938 million, adjusted operating cash flow was $849 million ($1.10 per adjusted basic share), and adjusted free cash flow was $332 million ($0.43 per adjusted basic share). Net income attributable to Class A Common Stock was $235.1 million, or $0.38 per basic share. The company announced an $817.5 million acquisition from Occidental adding about 29,500 net acres and about 15,000 Boe/d, expected to close by the end of the third quarter 2024, and it also closed the previously announced Eddy County bolt-on. Standalone 2024 oil production guidance was raised to 151-153 MBbls/d and total production to 320-330 MBoe/d, with the acquisition excluded from standalone guidance. Other guidance items were unchanged, including a total cash capital expenditure program of $1,900 to $2,100 million. On the balance sheet, the company reported pro forma total liquidity of approximately $2.5 billion after recent financing transactions, including $1 billion of 6.25% senior notes due 2033 and a cash tender offer for its 7.75% senior notes due 2026. The company declared a base dividend of $0.06 per share and a variable dividend of $0.15 per share, payable August 27, 2024, and it targets investment grade credit ratings in 2025.

Aug 6, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Aug 5, 2024)

Permian Resources Corporation (NYSE: PR) announced on August 5, 2024 the final results and expiration of its cash tender offer by subsidiary Permian Resources Operating, LLC ("OpCo") for any and all of its outstanding 7.75% Senior Notes due 2026. As of the 5:00 p.m. New York City time expiration on August 2, 2024, holders had tendered an aggregate principal amount of $298,703,000 of the Notes, representing 99.57% of the principal amount outstanding. An additional $878,000 of principal remained subject to guaranteed delivery procedures. The tender offer is conditioned on a contemporaneous notes offering by OpCo on terms satisfactory to OpCo and Permian Resources, and it is not conditioned on any minimum amount of Notes being tendered. OpCo intends to use a portion of the net proceeds of that notes offering to fund the purchases. Tendered Notes are to be purchased at $1,014.67 per $1,000 principal amount, plus accrued and unpaid interest, with settlement scheduled for August 8, 2024. Permian Resources also stated its intent to redeem all Notes not purchased in the tender offer on or about February 15, 2025, at 100.000% of principal plus accrued interest. J.P. Morgan Securities LLC is the exclusive Dealer Manager. The filing is a Regulation FD disclosure, and the press release is furnished rather than filed.

Aug 5, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Aug 2, 2024)

Permian Resources Corporation (NYSE: PR) announced on August 2, 2024 the pricing terms of a cash tender offer by its subsidiary, Permian Resources Operating, LLC ("OpCo"), for any and all of its outstanding 7.75% Senior Notes due 2026. The filing shows $300,000,000 in principal amount outstanding, with a purchase price of $1,014.67 per $1,000 principal amount, calculated as a fixed spread of 0 basis points over the reference yield of 4.853% on the 2.000% U.S. Treasury due February 15, 2025. Holders also receive accrued and unpaid interest up to, but not including, the expected payment date of August 8, 2024. The tender offer expires at 5:00 p.m. New York City time on August 2, 2024, unless extended or terminated. It is conditioned on the completion of a contemporaneous notes offering by OpCo on terms satisfactory to OpCo and Permian Resources, and OpCo intends to use part of the net proceeds from that offering to fund the purchases. The tender is not conditioned on any minimum amount of notes being tendered. Subject to completion of the tender, Permian Resources intends to redeem all notes not purchased on or about February 15, 2025, at 100.000% of principal plus accrued interest. The filing is a Regulation FD disclosure, and the press release is furnished rather than filed.

Aug 2, 2024 8-K

Earnings & ResultsRegulation FDOther Events+1

Permian Resources 8-K Report, Regulation FD Disclosure (Jul 30, 2024)

Permian Resources Corporation (NYSE: PR) disclosed on July 30, 2024 two concurrent capital-raising transactions tied to its pending acquisition of oil and gas properties and related assets owned by certain affiliates of Occidental Petroleum Corporation. The company priced an upsized $1,000.0 million private offering of 6.25% senior notes due 2033 through subsidiary Permian Resources Operating, LLC, up from an initial $750.0 million size, with the notes priced at par. The notes offering is expected to close on August 5, 2024, with net proceeds of approximately $987.9 million. The notes proceeds are designated for a cash tender offer for any and all of the issuer's outstanding 7.75% Senior Notes due 2026, redemption of any 2026 Notes not tendered (expected on or about February 15, 2025 at 100.000% of principal), a portion of the purchase price for the Occidental-affiliate acquisition, and repayment of a portion of revolving credit facility borrowings. The Tender Offer is conditioned on the notes offering closing, but the notes offering is not conditioned on the Tender Offer. Separately, Permian Resources agreed to sell 26,500,000 shares of Class A Common Stock at $15.30 per share in an underwritten public offering, with expected proceeds of approximately $401.9 million after underwriting discounts and commissions. The equity offering is expected to close on July 30, 2024, and proceeds will fund part of the Acquisition, which is expected to close in the third quarter of 2024. Neither the offerings nor the Acquisition are conditioned on one another.

Jul 30, 2024 8-K

Permian Resources 8-K Report, Financial Results (Jul 29, 2024)

Permian Resources Corporation (NYSE: PR) disclosed in this 8-K, filed July 29, 2024, a set of linked transactions tied to an acquisition from affiliates of Occidental Petroleum Corporation. On July 27, 2024, its subsidiary Permian Resources Operating, LLC agreed to buy oil and gas properties for $817.5 million in cash, subject to customary post-closing adjustments. The package includes approximately 29,500 net acres, 9,900 net royalty acres, and expected net production of 15,000 Boe per day for the three months ending December 31, 2024, mostly in locations offset to the company's existing Reeves County, Texas position (27,500 net acres), plus 2,000 net acres in Eddy County, New Mexico. The acquisition is expected to close in the third quarter of 2024, with an effective date of July 1, 2024. To help fund the purchase, the company launched a $750.0 million private placement of senior unsecured notes due 2033, an underwritten public offering of 26,500,000 shares of Class A Common Stock, and a cash tender offer for its $300.0 million of 7.75% Senior Notes due 2026. Any 2026 notes not tendered are expected to be redeemed around February 15, 2025 at 100% of principal. The tender offer is conditioned on completion of the notes offering, and the notes offering is not conditioned on the tender offer. The company said the acquisition financing is expected to be leverage neutral and that it expects year-end 2024 pro forma net debt-to-EBITDAX of about 1x. Preliminary second-quarter 2024 estimates were also furnished, though results were not finalized and have not been audited or reviewed. The company estimates crude oil production of 152.1 to 153.6 thousand barrels per day, cash capital expenditures of $511 million to $522 million, and total controllable cash costs of $7.41 to $7.49 per Boe. As of June 30, 2024, cash and equivalents were approximately $47.8 million and borrowings under the secured revolving credit facility were approximately $375.0 million, with $2.1 billion of borrowing capacity net of $5.6 million in letters of credit. Detailed second-quarter results are scheduled for release on August 6, 2024.

Jul 29, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Permian Resources 8-K Report, Material Agreement (Jun 18, 2024)

On June 18, 2024, Permian Resources Corporation entered into an amended and restated registration rights agreement (A&R RRA), effective July 1, 2024, with its stockholders. The agreement extends provisions covering organized offerings, piggy-back rights and shelf registration rights through June 30, 2029, clarifies how holders may exercise those rights, and makes administrative updates to provisions that no longer apply. The filing describes the agreement as providing for continued partnership with certain stockholders as they monetize their ownership of the Company's securities. Concurrently, funds affiliated with Pearl Energy Investments will distribute approximately 23 million shares of Class A common stock, issuable upon redemption of common units in Permian Resources Operating, LLC, along with cancellation of a corresponding number of Class C shares, to certain equity holders, including limited partners of those funds. The press release furnished as Exhibit 99.1 states that the Private Equity Stockholders, which include EnCap Investments, Pearl Energy Investments and Riverstone Investment Group, have monetized approximately 200 million shares since the Company's formation and reduced combined sponsor ownership from over 50% in 2022 to approximately 16% today. After the Member Distribution, the Private Equity Stockholders will own approximately 16% of total shares outstanding, with no party owning more than 7% and only Pearl holding a Board seat. The release states management owns approximately 7% of total shares outstanding, including unvested shares.

Jun 18, 2024 8-K

Leadership Changes

Permian Resources 8-K Report, Executive Changes (Jun 6, 2024)

Permian Resources Corporation filed an 8-K reporting a change in its Chief Accounting Officer. The Board of Directors appointed Robert R. Shannon as Executive Vice President and Chief Accounting Officer, effective May 31, 2024, immediately upon the retirement of Brent P. Jensen, who previously served as Senior Vice President and Chief Accounting Officer. The filing states the transition was made under previously announced CAO succession plans. Mr. Shannon, age 35, has served as Executive Vice President of Corporate Services since September 2022. Previously he was Vice President and Chief Accounting Officer of Colgate Energy from March 2016, and earlier served as Controller of Burnett Petroleum and worked in the Audit Group of KPMG LLP. The filing states he holds a Master in Professional Accounting and a Bachelor of Business Administration in Business Honors and Accounting from the University of Texas at Austin. The filing reports no family relationships with the company's directors or executive officers and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. Compensation terms for Mr. Shannon include a base salary of $380,000 and eligibility for the Annual Incentive Program with a target of 80% of base salary, as well as eligibility for the 2023 Long Term Incentive Plan. He has no employment agreement but may participate in the Third Amended and Restated Severance Plan on the same terms as other Executive Vice Presidents. Mr. Jensen will cease to be an employee effective June 7, 2024.

Jun 6, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Permian Resources 8-K Report, Rights Modification (May 22, 2024)

At its 2024 Annual Meeting held May 22, 2024, Permian Resources Corporation's shareholders approved amendments to the Fourth Amended and Restated Certificate of Incorporation. The main change immediately declassifies the Board of Directors and provides for the annual election of directors. Shareholders also approved an amendment reflecting the latest Delaware law provisions on the exculpation of certain officers. The Fifth Amended and Restated Certificate of Incorporation, which reflects these amendments and certain immaterial conforming updates, was filed with the Delaware Secretary of State and became effective immediately upon filing. The filing is attached as Exhibit 3.1. For the declassification amendment, 660,588,159 shares were voted for, 364,467 against, and 233,071 abstained, with 60,323,264 broker non-votes. Because the amendment passed, the shareholders elected all eleven nominees to terms expiring at the 2025 Annual Meeting. Support varied among nominees. Steven D. Gray received 566,997,008 votes for and 93,809,352 against, the widest margin of opposition among the nominees. Proposal 3, to elect three Class II directors, was not submitted to shareholders. Shareholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 715,114,191 votes for. On the non-binding advisory say-on-pay proposal, 526,992,530 votes were cast for and 133,304,807 against. On the frequency of future say-on-pay votes, 646,637,659 votes favored every year, and the Company determined it will hold the advisory vote annually.

May 22, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (May 15, 2024)

Permian Resources Corporation (NYSE: PR) disclosed on May 15, 2024 that certain of its stockholders are selling shares in a secondary underwritten public offering. On May 13, 2024, the Company and the Selling Stockholders, which include affiliates of EnCap Investments L.P., NGP Energy Capital Management, L.L.C., Pearl Energy Investments, Riverstone Investment Group LLC and a member of the Board of Directors, entered into an underwriting agreement with Goldman Sachs & Co. LLC for 51,765,000 shares of Class A Common Stock at $16.47 per share. The Company will not receive any proceeds from the offering, and the offering is expected to close on or around May 15, 2024. Concurrently with the closing, the Company agreed to purchase 1,800,000 common units of Permian Resources Operating, LLC from certain Selling Stockholders at the same per-unit price as the Class A shares, and to cancel a corresponding number of Class C Common Stock held by those stockholders. The Concurrent Unit Purchase is conditioned on completion of the offering, but the offering is not conditioned on the Concurrent Unit Purchase. The filing describes the transaction as a sale by existing holders rather than new capital raised by the Company. The press release identifies the Company as an independent oil and natural gas company focused on the Delaware Basin, and notes that the Company's risk factors include the anticipated benefits of its merger with Earthstone Energy, Inc.

May 15, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (May 13, 2024)

Permian Resources Corporation (NYSE: PR) announced on May 13, 2024 the commencement of an underwritten public secondary offering of 51,765,000 shares of its Class A Common Stock. The shares are being sold by certain affiliates of EnCap Investments L.P., NGP Energy Capital Management L.L.C., Pearl Energy Investments, Riverstone Investment Group LLC, and a member of the Company's Board of Directors (collectively, the "Selling Stockholders"). Goldman Sachs & Co. LLC is serving as the underwriter. The Company will not sell any shares in the offering and will not receive any proceeds from it. Separately, and concurrently with the closing of the offering, the Company intends to purchase 1,800,000 OpCo Units in Permian Resources Operating, LLC from certain Selling Stockholders, at a price per unit equal to the per-share price paid to the underwriter, and to cancel a corresponding number of Class C Common Stock shares held by those stockholders. The offering is not conditioned on the OpCo Unit purchase, but the OpCo Unit purchase is conditioned on the offering's completion. The offering is subject to market and other conditions, and the filing states there can be no assurance as to whether or when it will be completed, or as to its final size or terms. It is being made under a registration statement that became automatically effective upon filing on November 8, 2023. The company is an independent oil and natural gas company headquartered in Midland, Texas, with operations concentrated in the Delaware Basin.

May 13, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Financial Results (May 7, 2024)

Permian Resources Corporation reported first quarter 2024 financial and operational results on May 7, 2024, and increased its full-year 2024 guidance. Net production averaged 319,514 Boe/d, including 151,794 Bbls/d of oil, an 11% increase over the prior quarter. Oil and gas sales were $1.24 billion, net cash provided by operating activities was $647.6 million, and adjusted free cash flow was $324 million, or $0.42 per adjusted basic share. Net income attributable to Class A Common Stock was $146.6 million, or $0.27 per basic share. Cash capital expenditures were $520 million. The company said the Earthstone integration is complete and that synergy capture is ahead of schedule. The annual synergy target was raised by $50 million to $225 million. Standalone 2024 oil production guidance was raised about 2% at the midpoint, to 148,000-152,000 Bbls/d, and total production guidance to 310,000-330,000 Boe/d. Recent bolt-on and grassroots acquisitions, for about $270 million, added approximately 11,200 net leasehold acres and 4,500 net royalty acres, and are not included in the revised standalone guidance. Shareholder returns for the quarter totaled $185 million, or $0.24 per share, including a base dividend of $0.06 per share, a variable dividend of $0.14 per share, and repurchases of 2.0 million shares for $31 million. At March 31, 2024, the company had $13 million of cash, $60 million drawn on its revolver, and net debt-to-LQA EBITDAX of approximately 1x. Elected commitments under the revolver rose to $2.5 billion from $2.0 billion, and the company redeemed $356 million of 6.875% Senior Notes due 2027 after quarter-end.

May 7, 2024 8-K

Permian Resources 8-K Report, Material Agreement (May 1, 2024)

Permian Resources Corporation (PR) disclosed on May 1, 2024 that its consolidated subsidiary, Permian Resources Operating, LLC ("OpCo"), entered into the Seventh Amendment to its Third Amended and Restated Credit Agreement on April 25, 2024. The amendment, with JPMorgan Chase Bank, N.A. as administrative agent, reaffirmed the borrowing base at $4.0 billion. The amendment also increased aggregate elected commitments from $2.0 billion to $2.5 billion. The filing describes the amendment as a summary and refers readers to the full agreement, filed as Exhibit 10.1, for complete terms. For investors, the key takeaways are that the reaffirmed borrowing base provides continued liquidity capacity, and the higher elected commitments increase the amount of credit OpCo has committed to draw on under the facility. The filing itself does not state the purpose of the increase or any associated pricing or maturity changes.

May 1, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Mar 6, 2024)

Permian Resources Corporation (NYSE: PR) filed this Form 8-K on March 6, 2024 to report two matters under Regulation FD and Other Events. First, a secondary public offering of 48,500,000 shares of Class A Common Stock was priced on March 4, 2024 at $15.76 per share, sold by certain stockholders (including affiliates of EnCap Investments, NGP Energy Capital Management, Pearl Energy Investments, Riverstone Investment Group and certain members of management) through Goldman Sachs & Co. LLC as underwriter. The Company will receive no proceeds from the offering, and the closing was expected on or around March 6, 2024. In connection with the closing, the Company agreed to purchase 2,000,000 common units of its subsidiary Permian Resources Operating, LLC ("OpCo") from certain selling stockholders at the same price per share, and to cancel a corresponding number of Class C Common Stock shares. This concurrent unit purchase is conditioned on completion of the offering, but the offering is not conditioned on it. Second, OpCo gave notice that it will redeem all of its outstanding $356,351,000 aggregate principal amount of 6.875% Senior Notes due 2027 on April 5, 2024, at 100% of principal plus accrued and unpaid interest. UMB Bank, National Association, as trustee, was instructed to send notices of redemption to holders on March 6, 2024.

Mar 6, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Mar 4, 2024)

On March 4, 2024, Permian Resources Corporation announced the commencement of an underwritten public offering of 48,500,000 shares of its Class A Common Stock by certain selling stockholders, including affiliates of EnCap Investments L.P., NGP Energy Capital Management L.L.C., Pearl Energy Investments, Riverstone Investment Group LLC, and certain members of management. The Company will not sell any shares and will not receive any proceeds from the offering. Goldman Sachs & Co. LLC is the underwriter. Concurrently with the closing of the offering, the Company intends to purchase 2,000,000 OpCo Units in Permian Resources Operating, LLC from certain selling stockholders at a price equal to the per-share offering price, and to cancel a corresponding number of Class C common shares. The offering is not conditioned on this purchase, but the purchase is conditioned on completion of the offering. The offering is subject to market conditions and there is no assurance it will be completed or as to its final size or terms. Co-Chief Executive Officers James Walter and Will Hickey are each offering up to four million Class A shares, which the filing states represent less than 20% of their aggregate ownership. Each will retain beneficial ownership of greater than 2% of combined Class A and Class C shares, and each has advised the Company that he expects to retain a minimum of 12 million shares. After the offering, management will collectively own approximately 6.7% of outstanding common stock, which the filing values at over $800 million based on the stock price as of March 1, 2024.

Mar 4, 2024 8-K

Permian Resources 8-K Report, Financial Results (Feb 27, 2024)

Permian Resources Corporation reported fourth quarter and full year 2023 results on February 27, 2024, following the November 1, 2023 closing of the $4.5 billion Earthstone acquisition. Fourth quarter crude oil production averaged 136,590 Bbls/d and total production averaged 285,161 Boe/d. Net cash provided by operating activities was $846 million and adjusted free cash flow was $332 million (using cash capex), or $0.47 per adjusted basic share. The company ended 2023 with $73 million in cash, no amounts drawn under its revolving credit facility, and net debt-to-LQA EBITDAX of 1.1x. Year-end 2023 total proved reserves were 925 MMBoe, up from 582 MMBoe a year earlier. For 2024, the company guided to crude oil production of 145 to 150 MBbls/d and total production of 300 to 325 MBoe/d, with a total cash capital expenditure budget of $1.9 to $2.1 billion and total controllable cash costs of $7.40 to $8.60 per Boe. Management said it expects approximately 250 gross wells to be turned in line in 2024 and a roughly 10% reduction in drilling and completions costs per foot compared with 2023. The board declared a quarterly base dividend of $0.05 per share, which the company said reflects the 20% increase to $0.06 per share, and a variable dividend of $0.10 per share, both payable March 21, 2024. Fourth quarter total return of capital was $0.24 per share, including share repurchases. The filing states that Earthstone synergy capture is ahead of schedule, and management remains confident in delivering the originally announced $175 million in annual synergies. Fourth quarter merger and integration expense was $97.3 million. The company also said its Form 10-K is expected to be filed on February 29, 2024, and that a conference call will be held February 28, 2024.

Feb 27, 2024 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Dec 20, 2023)

Permian Resources Corporation (NYSE: PR) disclosed on December 20, 2023 that it priced an underwritten secondary public offering of 39,414,415 shares of its Class A Common Stock, sold by certain selling stockholders affiliated with NGP Energy Capital Management, L.L.C., Riverstone Investment Group LLC and EnCap Investments L.P., for total gross proceeds of approximately $512.4 million. J.P. Morgan Securities LLC is the underwriter, and the offering is expected to close on or around December 21, 2023. The offering is made under a registration statement that became automatically effective upon filing on November 8, 2023. The Company will not sell any shares and will not receive any proceeds from the offering. Concurrently with the closing, the Company has agreed to purchase from certain selling stockholders 2,252,252 common units of Permian Resources Operating, LLC (Permian LLC Units) at a price per unit equal to the offering price per share, and to cancel a corresponding number of Class C Common Stock shares held by those stockholders. The offering is not conditioned on this concurrent unit purchase, but the unit purchase is conditioned on completion of the offering. The Underwriter and its affiliates have performed, and may perform, financial advisory and investment banking services for the Company and its affiliates for customary fees. The filing is primarily informational: the Company is not a seller and its own capital structure changes are limited to the concurrent repurchase and cancellation of Class C shares in exchange for OpCo units. The press release also notes the company's focus on the Delaware Basin and references its merger with Earthstone Energy, Inc. in its forward-looking statements section.

Dec 20, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Regulation FD Disclosure (Dec 19, 2023)

Permian Resources Corporation (NYSE: PR) disclosed in this Form 8-K, dated December 19, 2023, that it issued a press release announcing the commencement of an underwritten public offering of its Class A Common Stock by certain stockholders. The offering covers an aggregate of 39,414,415 shares, sold by affiliates of NGP Energy Capital Management L.L.C., Riverstone Investment Group LLC and EnCap Investments L.P. (the "Selling Stockholders"). J.P. Morgan Securities LLC is the underwriter. The filing states that Permian Resources will not sell any shares in the offering and will not receive any proceeds from it. Concurrently with the offering's closing, the Company intends to purchase from certain Selling Stockholders 2,252,252 OpCo Units in Permian Resources Operating, LLC at a price per unit equal to the price per share paid by the underwriter, and to cancel a corresponding number of its Class C Common Stock held by those holders. The offering of Class A common stock is not conditioned on this purchase, but the purchase is conditioned on completion of the offering. The offering is being made under a registration statement that became automatically effective upon filing on November 8, 2023, and is subject to market conditions, with no assurance as to timing or final size or terms. The filing is primarily a secondary-offering notice. Its main investor relevance is that the proceeds go to existing holders rather than the Company, while the Company's own purchase of OpCo Units and cancellation of Class C shares would adjust its structure. The filing is furnished under Item 7.01 (Regulation FD) and is not deemed filed under Section 18 of the Exchange Act.

Dec 19, 2023 8-K

Permian Resources 8-K Report, Material Agreement (Dec 13, 2023)

Permian Resources Operating, LLC, a subsidiary of Permian Resources Corporation (NYSE: PR), issued $500.0 million aggregate principal amount of additional 7.000% senior notes due 2032 on December 13, 2023. The New Notes were issued under the existing indenture dated September 12, 2023, and are treated as a single series with, and vote together with, the previously issued $500.0 million of 7.000% senior notes due 2032. The notes are senior unsecured obligations of the Issuer, fully and unconditionally guaranteed on a senior unsecured basis by the Issuer's current subsidiaries, certain future subsidiaries, and the Company. The notes mature on January 15, 2032, and pay interest semi-annually on January 15 and July 15, with the first interest payment due January 15, 2024. The Issuer may redeem up to 40% of the notes with net cash proceeds of certain equity offerings at 107.000% of principal before January 15, 2027, and may redeem all or part at a make-whole premium before that date. From January 15, 2027, redemption prices step down to 103.500% in 2027, 101.750% in 2028, and 100.000% in 2029 and thereafter. Upon certain change of control events, holders may require repurchase at 101% of principal. The indenture contains customary covenants limiting indebtedness, dividends and restricted payments, asset sales, investments, liens, affiliate transactions, and mergers, and permits acceleration by the trustee or holders of at least 25% of outstanding notes upon an Event of Default. For investors, the filing shows an additional $500.0 million of debt added to the capital structure on the same terms as the existing notes.

Dec 13, 2023 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Dec 11, 2023)

Permian Resources Corporation (NYSE: PR) announced on December 7, 2023 the pricing of $500.0 million aggregate principal amount of 7.000% senior notes due 2032, issued by its subsidiary Permian Resources Operating, LLC (the "Issuer"). The notes were priced at 99.50% of par, plus accrued and unpaid interest from September 12, 2023, and mature January 15, 2032, with interest payable January 15 and July 15 each year beginning January 15, 2024. The notes are offered as additional notes under the September 12, 2023 indenture, under which $500.0 million of 7.000% Senior Notes due 2032 were previously issued, and will be treated as a single series with those existing notes. The Issuer expects net proceeds of approximately $491.7 million after the initial purchasers' discount and estimated offering expenses, excluding accrued interest. The proceeds are intended to repay all or a portion of the amounts outstanding under the Issuer's senior secured credit facility, with any remaining proceeds used for general corporate purposes. The notes will be guaranteed on a senior unsecured basis by Permian Resources and the Issuer's subsidiaries that guarantee the credit facility. The offering was made under Rule 144A and Regulation S, and closing is expected on December 13, 2023, subject to customary conditions. The filing also discloses customary purchase agreement terms, including indemnification and a 90-day lock-up on new debt securities with maturities over one year, without the Representative's consent. It notes that certain initial purchasers and their affiliates, including an affiliate of J.P. Morgan Securities LLC as administrative agent, are lenders under the credit facility and may receive a portion of the net proceeds used for repayment.

Dec 11, 2023 8-K

Other EventsExhibits & Filings

Permian Resources 8-K Report, Regulation FD Disclosure (Dec 7, 2023)

Permian Resources Corporation (NYSE: PR) announced on December 7, 2023 that, subject to market conditions, its subsidiary Permian Resources Operating, LLC intends to offer $500.0 million aggregate principal amount of senior unsecured notes due 2032 in a private placement under Rule 144A and Regulation S. The Notes will be issued as additional notes under the indenture dated September 12, 2023, under which the Issuer previously issued $500.0 million of 7.000% Senior Notes due 2032. The Notes will have substantially identical terms to the Existing Notes, other than issue date and issue price, and will be treated as a single series voting together as one class. The Issuer intends to use the net proceeds to repay all or a portion of the amounts outstanding under its credit facility, with any remaining net proceeds used for general corporate purposes. The offering is not registered under the Securities Act and is being made only to qualified institutional buyers and to persons outside the United States. The press release states that it is not an offer to sell or a solicitation of an offer to buy the Notes. The filing is a Regulation FD disclosure under Item 7.01, and the press release is furnished rather than filed for purposes of Section 18 of the Exchange Act. The filing does not state the final pricing, coupon on the add-on tranche beyond the existing 7.000% terms, or the completion of the offering.

Dec 7, 2023 8-K

Permian Resources 8-K Report, Corporate Update (Nov 8, 2023)

Permian Resources Corporation filed this Form 8-K on November 8, 2023 to provide additional pro forma financial information related to its merger with Earthstone Energy, Inc. The merger closed on November 1, 2023, under an August 21, 2023 agreement in which each Earthstone Class A share converts into 1.446 shares of Permian Resources Class A common stock and each Class B share converts into 1.446 shares of Permian Resources Class C common stock. The filing includes Earthstone's unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2023 (Exhibit 99.1), and Permian Resources' unaudited pro forma combined financial statements (Exhibit 99.2). The pro forma balance sheet as of September 30, 2023 shows total assets of $14,653,042 thousand and total equity of $8,865,089 thousand on a combined basis. For the nine months ended September 30, 2023, pro forma combined oil and gas sales are $3,519,042 thousand and pro forma net income is $882,904 thousand. The preliminary merger consideration totals $3,016,866 thousand, based on 210,528 thousand Permian Resources shares issued and a Class A share price of $14.33 on November 1, 2023. The filing states that purchase price allocations are preliminary and may change materially. The pro forma statements reflect a $228.3 million cash reduction used to pay down Earthstone's credit facility borrowings. The filing notes that pro forma statements exclude projected synergies and do not predict future results. Earthstone's own financials show a nine-month net income of $255,810 thousand and an 8.000% Senior Notes due 2027 balance of $550.0 million, along with the 9.875% Senior Notes due 2031 of $500.0 million.

Nov 8, 2023 8-K

Leadership ChangesAcquisitions & DispositionsMaterial Agreements+4

Permian Resources 8-K Report, Financial Results (Nov 7, 2023)

Permian Resources Corporation reported third quarter 2023 results on November 7, 2023, and closed its $4.5 billion Earthstone acquisition on November 1, 2023. The company cites a combined enterprise value of about $15 billion and says the deal makes it the second largest Permian pure-play E&P, with over 400,000 Permian net acres and approximately 300 MBoe/d of pro forma production. Management reports Q3 crude oil production of 89,824 Bbls/d (up 6% quarter-over-quarter) and total production of 171,966 Boe/d (up 4%), with realized oil prices of $79.92 per barrel. Net cash provided by operating activities was $481 million, and adjusted free cash flow was $165 million on a cash capex basis. Q3 GAAP net income attributable to Class A Common Stock was $45 million, or $0.14 per basic share, compared with $224 million a year earlier, and it was affected by a $151.8 million net loss on derivative instruments. Adjusted net income was $220 million, or $0.39 per adjusted basic share. Net debt-to-LQA EBITDAX was approximately 0.9x at September 30, 2023, and the company reports no long-term debt maturities until 2026. Liquidity was about $1.5 billion as of November 1, 2023, after a $500 million offering of 7.0% senior notes due 2032 and an increase in lender commitments under the credit facility from $1.5 billion to $2.0 billion. The company declared a $0.05 per share base dividend and a $0.07 per share variable dividend, payable November 28, 2023. Management reiterated a minimum of $175 million in annual synergies from the Earthstone integration. The filing states that the full quarterly financial statements will be included in the Form 10-Q expected on November 8, 2023.

Nov 7, 2023 8-K

Permian Resources 8-K Report, Material Agreement (Nov 3, 2023)

On November 1, 2023, Permian Resources Corporation completed its acquisition of Earthstone Energy, Inc. under the Agreement and Plan of Merger dated August 21, 2023. At the Effective Time, each Earthstone Class A share converted into 1.446 shares of Permian Class A Common Stock, and Earthstone OpCo Units converted into 1.446 Permian OpCo Units. Per the press release furnished as Exhibit 99.1, Permian expects to issue approximately 211 million shares related to the transaction, and Earthstone stock will no longer trade on the NYSE or be subject to Exchange Act reporting obligations. Earthstone's senior notes, including its 8.000% Senior Notes due 2027 (about $550 million) and 9.875% Senior Notes due 2031 (about $500 million), became pari passu senior unsecured obligations of Permian OpCo, guaranteed by the Company and its subsidiaries. The filing also sets out the governance and capital structure changes tied to the deal. Permian OpCo's LLC agreement was amended and restated as the Seventh A&R LLC Agreement, allowing holders of Permian OpCo Units to redeem them for Permian Class A Common Stock or cash at Permian OpCo's option. A Registration Rights Agreement requires the Company to file a resale registration statement within five business days after closing, and certain holders agreed to a lock-up of their Lock-Up Securities until the six-month anniversary of the Closing Date, subject to customary exceptions. Robert J. Anderson and Frost W. Cochran joined the Board effective as of the Closing Date. The filing includes Earthstone's audited and unaudited historical financial statements and Permian's unaudited pro forma combined financial statements, with the pro forma statements covering June 30, 2023 and the six months then ended, plus the year ended December 31, 2022. These financial statements are incorporated by reference or attached as exhibits, and the filing does not itself state their results.

Nov 3, 2023 8-K

Leadership ChangesShareholder Matters

Permian Resources 8-K Report, Executive Changes (Oct 30, 2023)

Permian Resources Corporation filed this Current Report on Form 8-K on October 30, 2023 to report stockholder approval and board changes tied to its previously announced merger with Earthstone Energy, Inc. under the Agreement and Plan of Merger dated August 21, 2023. At a Special Meeting held October 30, 2023, stockholders approved the Permian Resources Stock Issuance Proposal, which covers issuing Common Stock to Earthstone stockholders. The filing reports 503,997,637 votes for, 336,138 against and 752,541 abstentions, with 505,086,316 shares present, representing approximately 88.3% of outstanding shares entitled to vote. The Mergers involve Earthstone surviving the Initial Company Merger as a wholly owned subsidiary, merging into Merger Sub II, and ESTE OpCo merging into PR OpCo. The Company expects the Transactions to close on or around November 1, 2023, subject to other customary closing conditions. Governance changes take effect at closing: the Board will increase to 11 members, Matthew G. Hyde will resign, and Robert J. Anderson and Frost W. Cochran, both former Earthstone directors, will join the Board. The Board also formed new Audit, Compensation, Nominating and Corporate Governance, and Environmental, Social and Governance committees with designated members. The filing identifies regulatory approvals and other closing conditions as the principal risks to completion. The Company states it will release more information about the combined company at closing.

Oct 30, 2023 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Sep 21, 2023)

Permian Resources Corporation filed this Form 8-K to report a secondary public offering of its Class A Common Stock by certain affiliates of NGP Energy Capital Management, L.L.C. (the Selling Stockholders). On September 19, 2023, the parties entered into an underwriting agreement for 21,450,000 shares at a public offering price of $13.05 per share. The underwriters also received an option for an additional 3,217,500 shares, which was exercised in full on September 20, 2023. The offering is expected to close on or around September 22, 2023. The Company will not receive any proceeds from the sale of Class A Common Stock in the offering. Instead, it agreed to purchase 2,200,000 common units of Permian Resources Operating, LLC from the Selling Stockholders at the same per-share price, and to cancel a corresponding number of Class C Common Stock shares held by them. This concurrent unit purchase is conditioned on completion of the offering, though the offering itself is not conditioned on the unit purchase. The filing also notes a proposed business combination between Permian Resources and Earthstone Energy, Inc. Permian Resources filed a Form S-4 registration statement on September 6, 2023, that includes a joint proxy statement and prospectus. The filing is largely a disclosure of the offering terms and related legal notices.

Sep 21, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Regulation FD Disclosure (Sep 19, 2023)

On September 19, 2023, Permian Resources Corporation (NYSE: PR) announced the commencement of an underwritten public offering of 20,300,000 shares of its Class A Common Stock by certain affiliates of NGP Energy Capital Management, L.L.C. as Selling Stockholders. Permian Resources will not sell any shares and will not receive any proceeds from the offering. The Selling Stockholders expect to grant underwriters a 30-day option to purchase up to an additional 3,045,000 shares. Concurrently with the offering's closing, the Company intends to purchase 2,200,000 OpCo Units from the Selling Stockholders and cancel a corresponding number of Class C Common Stock shares. The filing also updates investors on the previously announced merger with Earthstone Energy, Inc. The Permian Resources board set the record date for the special stockholder meeting as the close of business on September 20, 2023, with the meeting scheduled for October 30, 2023. The filing incorporates pro forma combined financial statements and historical financial statements for Earthstone, Novo Oil & Gas Holdings, and related reserve reports. Under the merger terms, each Earthstone Class A share converts into 1.446 Permian Resources Class A shares. The pro forma balance sheet as of June 30, 2023 shows total assets of $14,286,049 thousand and total equity of $8,558,305 thousand. The merger is expected to close before December 31, 2023, subject to customary conditions, regulatory approvals, and shareholder approvals. The pro forma figures are preliminary and do not reflect projected synergies, and the purchase price allocation remains subject to final valuation.

Sep 19, 2023 8-K

Permian Resources 8-K Report, Material Agreement (Sep 12, 2023)

Permian Resources Operating, LLC, a subsidiary of Permian Resources Corporation (NYSE: PR), issued $500.0 million aggregate principal amount of 7.000% senior notes due January 15, 2032 on September 12, 2023, under an indenture with Computershare Trust Company, N.A., as trustee. The notes are senior unsecured obligations of the Issuer, guaranteed on a senior unsecured basis by the existing subsidiaries guaranteeing its senior secured credit facility and by Permian Resources Corporation. Interest is payable semiannually on January 15 and July 15, with the first payment due January 15, 2024. The notes are tied to the pending merger with Earthstone Energy, Inc. under a merger agreement dated August 21, 2023. If the merger is not completed by the April 21, 2024 Outside Date, or if the merger agreement is terminated or Permian Resources decides not to pursue the transaction, the Issuer must redeem all outstanding notes at 100% of issue price plus accrued and unpaid interest. Investors should weigh this special mandatory redemption feature as a key contingency on the debt. The indenture includes customary covenants limiting additional indebtedness, dividends and restricted payments, asset sales, liens, affiliate transactions and mergers, along with optional redemption provisions (make-whole before January 15, 2027, and scheduled call prices thereafter) and a change of control put at 101% of principal. The filing also references a Form S-4 filed September 6, 2023 for the Earthstone transaction and the related joint proxy statement/prospectus.

Sep 12, 2023 8-K

Permian Resources 8-K Report, Regulation FD Disclosure (Sep 7, 2023)

Permian Resources Corporation (NYSE: PR) announced on September 6, 2023 the pricing of $500.0 million aggregate principal amount of 7.000% senior notes due 2032, issued by its subsidiary Permian Resources Operating, LLC (the "Issuer"). The notes were priced at par, mature January 15, 2032, pay interest semiannually on January 15 and July 15 (first payment January 15, 2024), and are guaranteed on a senior unsecured basis by Permian Resources and the Issuer's subsidiaries that guarantee its senior secured credit facility. The offering was sold under Rule 144A and Regulation S, and closing is expected September 12, 2023, subject to customary conditions. The Issuer expects net proceeds of approximately $492.5 million after the initial purchasers' discount and estimated offering expenses. The Issuer intends to use the net proceeds to repay indebtedness, which may include amounts outstanding under its senior secured credit facility and amounts to be assumed in connection with the closing of the previously announced merger with Earthstone Energy, Inc. ("Earthstone"). J.P. Morgan Securities LLC is the representative of the initial purchasers, and certain initial purchasers, including an affiliate of J.P. Morgan Securities LLC that serves as administrative agent under the credit facility, may receive a portion of proceeds if the credit facility is repaid. The filing also reports that on September 6, 2023, Permian Resources filed a Form S-4 registration statement with the SEC that includes a joint proxy statement of Earthstone and Permian Resources and a prospectus of Permian Resources for the proposed Earthstone merger, which will be submitted to both companies' stockholders. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent an exemption or a transaction not subject to registration.

Sep 7, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Permian Resources 8-K Report, Regulation FD Disclosure (Sep 6, 2023)

On September 6, 2023, Permian Resources Corporation (NYSE: PR) announced that its subsidiary, Permian Resources Operating, LLC, intends to offer $500.0 million aggregate principal amount of senior unsecured notes due 2032 in a private placement to eligible purchasers under Rule 144A and Regulation S, subject to market conditions. The notes would be guaranteed on a senior unsecured basis by Permian Resources and by the subsidiaries that guarantee the issuer's senior secured credit facility. The company intends to use the net proceeds to repay indebtedness, which may include amounts outstanding under its credit facility and amounts to be assumed in connection with the closing of its pending merger with Earthstone Energy, Inc. The filing also updates investors on acreage and liquidity. As of June 30, 2023, Permian Resources held approximately 181,000 net leasehold acres (95% operated) and approximately 43,000 net royalty acres, with about 67% in Texas and 33% in New Mexico, and about 97% of net acreage held by production. Adjusted for the Earthstone Transactions, net leasehold acreage would be approximately 404,000 net acres across the Delaware and Midland Basins, 73% in Texas and 27% in New Mexico, with 94% operated. As of August 31, 2023, the company had approximately $90.3 million of cash and cash equivalents and $445.0 million of outstanding credit facility borrowings, with $1.0 billion of borrowing capacity net of $5.8 million of outstanding letters of credit. The Earthstone Transactions include the pending merger with Earthstone, Earthstone's August 2023 acquisition of the Novo Oil & Gas entities, and Northern Oil and Gas, Inc.'s acquisition of an undivided one-third interest in Novo's assets acquired by Earthstone. On the same day, Permian Resources filed a Form S-4 registration statement that includes a joint proxy statement and prospectus related to the transaction. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Sep 6, 2023 8-K

Permian Resources 8-K Report, Material Agreement (Sep 5, 2023)

Permian Resources Corporation (PR) disclosed in this Form 8-K, filed September 5, 2023, that its consolidated subsidiary Permian Resources Operating, LLC ("OpCo") entered into the Fourth and Fifth Amendments to its Third Amended and Restated Credit Agreement, each dated as of September 1, 2023, with JPMorgan Chase Bank, N.A. as administrative agent. The Fourth Amendment excludes certain senior unsecured notes assumed in, or issued ahead of, the proposed Earthstone Merger (up to $1.05 billion assumed and up to $1.00 billion additionally issued) from an automatic Borrowing Base reduction. The Fifth Amendment waives certain restrictive covenants to enable the Earthstone Merger and, subject to closing, increases aggregate elected commitments from $1.5 billion to $2.0 billion. The amendments are conditioned on the closing of the Earthstone Merger and the Fifth Amendment terminates if the merger has not closed by the Earthstone Merger Outside Date. The merger agreement, dated August 21, 2023, is among the Company, OpCo, certain other subsidiaries, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC. The filing also reports that on September 5, 2023, OpCo, the existing guarantors and Read & Stevens, Inc., a New Mexico wholly owned subsidiary of OpCo that is becoming a guarantor, entered into supplemental indentures for OpCo's senior notes and exchangeable notes, with Read & Stevens agreeing to guarantee those obligations. The filing is largely procedural. It is a credit facility and guarantee update tied to the pending Earthstone transaction, which is subject to stockholder approvals, regulatory approvals and other conditions described in the forward-looking statements. The filing does not state the transaction's expected closing timing or financial terms beyond the figures above.

Sep 5, 2023 8-K