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

Reports
Financial Events·Exhibits & Filings
Filing Date
Filed August 28, 2025
Period End
August 28, 2025
Security
PR
In the record · 2016–202610-K1010-Q328-K167

PR filed 10 annual reports (10-K), 32 quarterly reports (10-Q) and 167 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · May ’18May ’18
  2. Material agreement8-K · May ’20May ’20
  3. Deal closed8-K · Sep ’22Sep ’22
  4. Material agreement8-K · Nov ’24Nov ’24

01—Abstract

Summary

Summary of the 8-K filed August 28, 2025. Cited figures are marked; the original filing is the authoritative source.

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%a 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 $1,014.53b 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 $1,000c 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.

02—Key points

Key Highlights

  1. Permian Resources Operating, LLC issued a Redemption Notice on August 28, 2025, calling all outstanding 3.25% Exchangeable Senior Notes due 2028 for redemption.
  2. Redemption Date is September 12, 2025; non-exchanged Notes will be repurchased for cash at approximately $1,014.53 per $1,000 principal amount, including accrued and unpaid interest.
  3. Holders must submit Notes for exchange by 5:00 p.m. New York City time on September 10, 2025, or lose the right to exchange.
  4. The redemption notice is a make-whole fundamental change, raising the exchange rate from 176.6910 to 179.9208 common shares per $1,000 principal amount for exchanges during the redemption exchange period.
  5. Exchanges during the redemption exchange period will settle in physical shares of Permian Resources Corporation common stock, with cash paid in lieu of fractional shares.
  6. Redemption is made under Section 4.03 of the First Supplemental Indenture, conditioned on the common stock's last reported sale price exceeding 130% of the Exchange Price for at least 20 of 30 consecutive trading days.
  7. The Notes were issued under an indenture dated March 19, 2021, with UMB Bank, N.A. as trustee, and supplemented several times through November 1, 2023.

03—Questions

Frequently Asked Questions

  1. What is being redeemed and when?

    All outstanding 3.25% Exchangeable Senior Notes due 2028 issued by Permian Resources Operating, LLC are being redeemed. The Redemption Date is September 12, 2025.

  2. How much cash will holders receive if they do not exchange their Notes?

    Holders will receive 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.

  3. What happens if a holder chooses to exchange instead of taking cash?

    Notes must be submitted for exchange by 5:00 p.m. New York City time on September 10, 2025. Exchanged Notes receive common stock of Permian Resources Corporation at the increased rate of 179.9208 shares per $1,000 principal amount, compared with the standard rate of 176.6910 shares, with cash paid in lieu of any fractional share.

  4. Why is the company calling the Notes now?

    The filing states the Notes are redeemable under Section 4.03 of the First Supplemental Indenture when the last reported sale price of 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, and the company elected to call all outstanding Notes.

04—Continue

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