Co-Chief Executive Officer Walter James H sold $10,634,192 worth of shares (777,703 units at $13.67) and was granted 12,042,681 shares, increasing direct ownership by 463% to 10,062,830 units (SEC Form 4)
$PR
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Permian Resources Corp [ PR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/05/2026 | S | 310,003(1) | D | $13.74(2) | 1,477,838 | D | |||
| Class A Common Stock | 01/06/2026 | S | 467,700(1) | D | $13.63(3) | 1,010,138 | D | |||
| Class A Common Stock(4) | 01/07/2026 | A(5) | 9,052,692(5) | A | (5) | 10,062,830 | D | |||
| Class A Common Stock(4) | 01/07/2026 | A(5) | 2,989,989(5) | A | (5) | 2,989,989 | I | By Investment Partnership(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (5) | 01/07/2026 | D(5) | 9,052,692 | (7) | (7) | Class A Common Stock | 9,052,692 | (5) | 0 | D | ||||
| Common Units | (5) | 01/07/2026 | D(5) | 2,989,989 | (7) | (7) | Class A Common Stock | 2,989,989 | (5) | 0 | I | By Investment Partnership(6) | |||
| Explanation of Responses: |
| 1. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of performance stock units. The sales were effected through a mandatory "sell to cover" transaction that did not represent a discretionary trade by the reporting person. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.49 to $14.39, inclusive. The reporting person undertakes to provide to the Registrant (as defined below), any security holder of the Registrant, or staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.48 to $13.88, inclusive. The reporting person undertakes to provide to the Registrant (as defined below), any security holder of the Registrant, or staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. On January 7, 2026, pursuant to a corporate reorganization, Permian Resources Corporation (formerly known as PRC NewCo Inc) (the Registrant) became the successor of Permian Resources Holdings Inc. (formerly known as Permian Resources Corporation) (the Predecessor Registrant) following the merger of a subsidiary of the Registrant with and into the Predecessor Registrant (the Merger). The Merger resulted in (i) the Registrant becoming the parent of the Predecessor Registrant and (ii) the former security holders of the Predecessor Registrant owning, as of the effective time of the Merger (the Merger Effective Time), economic interests in the Registrant identical to and in the same proportions as the economic interests they held in the Predecessor Registrant immediately prior to the Merger Effective Time. |
| 5. Immediately following the Merger Effective Time, the reporting person contributed all of such reporting person's common units representing limited liability company interests (OpCo Units) in Permian Resources Operating, LLC (OpCo) to the Registrant in exchange for newly issued shares of Class A Common Stock, par value $0.0001 per share, of the Registrant, on a one for one basis (the OpCo Unit Exchange). Immediately prior to the Merger Effective Time, all of the shares of Class C Common Stock, par value $0.0001 per share, of the Predecessor Registrant held by the reporting person were surrendered and cancelled for no consideration. |
| 6. Held directly by Bedford Family Partners, L.P., an investment partnership controlled by the reporting person. |
| 7. Prior to the OpCo Unit Exchange, the reporting person had a redemption right pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo, pursuant to which each OpCo Unit held by the reporting person could be exchanged at such reporting person's election for a newly-issued share of Class A Common Stock, par value $0.0001 per share, of the Predecessor Registrant (along with the cancellation of the corresponding share of Class C Common Stock, par value $0.0001 per share, of the Predecessor Registrant). The OpCo Units did not have an expiration date. |
| Remarks: |
| /s/ John Bell, Attorney-in-Fact | 01/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||