01—Abstract
Summary
Summary of the 8-K filed December 22, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Master Reorganization Agreement creates a new public holding company, PRC NewCo Inc (New PR), which will replace Permian Resources Corporation as the NYSE-listed parent under ticker "PR"
- Completion is anticipated in the first quarter of 2026 and is being carried out under Section 251(g) of Delaware General Corporation Law without a shareholder vote
- Certain Class C holders, 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
- Pro forma, Class A shares increase to 793,840,363 from 744,923,609 and Class C shares decline to 35,461,371 from 84,378,125; total shares outstanding remain 829,301,734
- The company says the reorganization advances the elimination of its Up-C structure, potentially by year-end 2027, to a single share class C-Corp
- New PR expects to issue 48,916,754 Class A shares to Contributing Members in a private placement exempt under Section 4(a)(2)
- OpCo's Eleventh Amendment to its Credit Agreement made technical changes to permit the Reorganization
03—Questions
Frequently Asked Questions
Will the reorganization change the ticker or the number of shares public investors hold?
No. The company states that the ticker, trading and total share count will remain the same following the Reorganization, and the proportionate economic and voting ownership of equity holders will be unchanged.
Who is participating in the Class C share cancellation and unit exchange?
Certain holders of OpCo Units, referred to as Contributing Members, will surrender Class C shares for cancellation for no consideration and exchange their OpCo Units for New PR Class A shares. The press release identifies Co-CEOs Will Hickey and James Walter as among these shareholders.
When is the reorganization expected to close and does it require a shareholder vote?
The company anticipates completing the Reorganization in the first quarter of 2026. It will be conducted under Section 251(g) of the Delaware General Corporation Law, which provides for forming a holding company without a vote of the constituent corporation's shareholders.
What is the strategic rationale for the transaction?
Management says the reorganization better aligns management ownership with public investors, supports peer-leading ownership, and is a key step toward simplifying the Up-C structure into a single-class C-Corp, which is expected to reduce administrative burden and overhead expenses.
What are the main risks to completion?
The forward-looking statements caution that completion and the timing of completion of the Reorganization are subject to risks and uncertainties, along with other risks described in the company's SEC filings.
04—Continue