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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed September 2, 2025
Period End
August 29, 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 September 2, 2025. Cited figures are marked; the original filing is the authoritative source.

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 $0.0001a, 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.

02—Key points

Key Highlights

  1. Filing type: Form 8-K, Item 8.01 (Other Events), filed September 2, 2025.
  2. Notes at issue: 3.25% exchangeable senior notes due 2028, issued March 19, 2021 by Permian Resources Operating, LLC, a subsidiary of the Company.
  3. Exchange feature: the Notes are potentially exchangeable for shares of Class A Common Stock, par value $0.0001.
  4. Governing document: Indenture dated March 19, 2021 between the Issuer and UMB Bank, N.A., as trustee.
  5. Registration: Exchangeable Shares are registered under Form S-3 (Registration No. 333-279715), filed May 24, 2024, with a base prospectus dated May 24, 2024 and a prospectus supplement dated August 29, 2025.
  6. Legal opinion: Latham & Watkins LLP opinion on the issuance of the Exchangeable Shares, filed as Exhibit 5.1, with consent as Exhibit 23.1.

03—Questions

Frequently Asked Questions

  1. What securities are covered by this filing?

    The filing covers Class A Common Stock, par value $0.0001, that may be issued upon exchange of the Issuer's 3.25% exchangeable senior notes due 2028. These shares are referred to as the Exchangeable Shares.

  2. Who issued the Notes, and what is the relationship to Permian Resources Corporation?

    The Notes were issued by Permian Resources Operating, LLC (the Issuer), which the filing describes as a subsidiary of Permian Resources Corporation (the Company).

  3. Under what registration are the Exchangeable Shares being offered?

    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 includes a base prospectus dated May 24, 2024 and a prospectus supplement dated August 29, 2025, filed under Rule 424(b).

  4. Who is the trustee under the Indenture?

    UMB Bank, N.A. is the trustee under the Indenture dated March 19, 2021 between the Issuer and UMB Bank, N.A.

04—Continue

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