UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: October 2330, 2023

(Date of earliest event reported)

LOGO

Earthstone Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35049		81-0592823
(State or other jurisdictionof incorporation)		(~~Commission~~CommissionFile ~~File~~ Number)		(I.R.S. EmployerIdentification No.)

1400 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 (Address of principal executive offices) (Zip Code)

The Woodlands, Texas 77380

(Address of principal executive offices) (Zip Code)

(281) 298-4246

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each ~~exchange~~exchangeon on which registered
Class A Common Stock, $0.001 par value per share	ESTE	New York Stock Exchange
Common Stock, $0.001 par value per share	ESTE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~7.01.~~Note ~~Regulation FD Disclosure.~~

As previously announced, on August 21, 2023, Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“OpCo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Permian Resources Corporation, a Delaware corporation (“Permian Resources”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Permian Resources, Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources, and Permian Resources Operating, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, the Company and OpCo will become wholly owned subsidiaries of Permian Resources (the “Mergers”).

OnItem ~~October 23, 2023, the Company issued a press release announcing that its board of directors declared a special cash dividend of $0~~5.~~1446~~07. ~~per~~Submission ~~share~~ of ~~Earthstone’s~~Matters ~~Class A common stock in connection the Mergers, which is expected~~ to bea ~~payable~~Vote ~~on November 6, 2023 to holders~~ of ~~record~~Security ~~at the close of business on October 31, 2023, subject to the actual closing date of the Mergers~~Holders. ~~A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.~~

~~The~~On ~~information~~October 30, ~~contained~~2023, inthe ~~this~~Company ~~Item~~held ~~7.01~~a ~~and~~special ~~set~~meeting ~~forth~~of instockholders ~~Exhibit~~of ~~99.1~~the isCompany ~~being~~(the ~~furnished~~“Special ~~and~~Meeting”) ~~shall~~at ~~not~~the beCompany’s ~~deemed~~principal ~~“filed”~~executive ~~for~~offices located at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, Texas 77380 to vote upon the ~~purposes~~following ofmatters: ~~Section~~(i) 18a ofproposal to adopt the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~and ofapprove ~~1934,~~the astransactions ~~amended~~contemplated thereby (the “~~Exchange~~Merger ~~Act~~Proposal”), or(ii) ~~otherwise~~a ~~subject~~proposal to ~~the~~approve, ~~liabilities~~on ofa ~~that~~non-binding ~~section~~advisory basis, ~~nor~~the ~~shall~~compensation itthat may be ~~deemed~~paid ~~incorporated~~or bybecome ~~reference~~payable ~~into~~to ~~any~~the ~~registration~~Company’s ~~statement~~named executive officers that is based on or ~~other~~otherwise ~~filing~~relates ~~under~~to the ~~Securities~~Mergers ~~Act~~(the “Compensation Advisory Proposal”) and (iii) a proposal to approve the adjournment of ~~1933,~~the asSpecial ~~amended~~Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “~~Securities~~Adjournment ~~Act~~Proposal”). Prior to the Special Meeting, ~~except~~the asCompany ~~shall~~delivered bea ~~expressly~~definitive ~~set~~joint ~~forth~~proxy bystatement/prospectus ~~specific~~(the ~~reference~~“Proxy Statement”) to ~~such~~its ~~filing~~stockholders describing the Special Meeting, the Merger Proposal, the Compensation Advisory Proposal, the Adjournment Proposal, the Mergers and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on September 26, 2023.

~~Item~~As 9disclosed in the Proxy Statement, as of the close of business on September 22, 2023, the record date for the Special Meeting, there were 106,331,055 shares of the Company’s Class A common stock, par value $0.01001 per share (the “Company Class A Common Stock”), and 34,257,641 shares of the Company’s Class B common stock, par value $0.001 ~~Financial~~per ~~Statements~~share (together with the Company Class A Common Stock, the “Company Common Stock”), issued and ~~Exhibits~~outstanding. Each issued and outstanding share of Company Common Stock entitled its holder of record to one vote on each matter to be considered at the Special Meeting. At the Special Meeting, 123,360,453 shares of Company Common Stock eligible to vote were present during the Special Meeting or represented by proxy, constituting a quorum.

At the Special Meeting, the Company’s stockholders approved the Merger Proposal, the Compensation Advisory Proposal and the Adjournment Proposal (deach of which is more fully described in the Proxy Statement) ~~Exhibits~~by the affirmative vote of the number of shares of Company Common Stock required to approve such proposals.

ExhibitNumber		Description of Exhibit
99.1		Press Release, dated October 23, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The results of the Company stockholder votes taken at the Special Meeting, by proposal, were as follows:

NoProposal ~~Offer~~1 or– ~~Solicitation~~Merger Proposal

This communication relates to a proposed business combination transaction (the “Transaction”) between the Company and Permian Resources. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.


For	Against	Abstentions	Broker Non-Votes
123,219,765	63,755	76,933	0

~~Important~~Proposal ~~Additional~~2 ~~Information~~– Compensation Advisory Proposal

In connection with the Transaction, Permian Resources has filed the Registration Statement with the SEC, which was declared effective on September 25, 2023. The Transaction will be submitted to the Company’s stockholders and Permian Resources’ stockholders for their consideration. The Company and Permian Resources may also file other documents with the SEC regarding the Transaction. Mailing of the definitive joint proxy statement/prospectus to the stockholders of Permian Resources and the Company commenced on September 26, 2023. This document is not a substitute for the Registration Statement filed with the SEC or any other documents that Permian Resources or the Company may file with the SEC or send to stockholders of Permian Resources or the


For	Against	Abstentions	Broker Non-Votes
90,606,864	32,450,200	303,389	0

Proposal 3 – Adjournment Proposal


For	Against	Abstentions	Broker Non-Votes
118,688,543	4,589,580	82,330	0

~~Company~~Item ~~in connection with the Transaction~~8.01 ~~INVESTORS~~Other AND SECURITY HOLDERS OF THE COMPANY AND PERMIAN RESOURCES ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERSEvents.

~~Investors~~With ~~and~~the ~~security~~approval ~~holders may obtain free copies~~ of the ~~Registration~~Merger ~~Statement~~Proposal, ~~and all other documents filed or that will be filed with~~ the ~~SEC by Permian Resources or the~~ Company ~~through~~expects the ~~website~~closing ~~maintained by the SEC at http://www.sec.gov. Copies~~ of ~~documents filed with~~ the ~~SEC~~Mergers byto ~~the~~occur ~~Company will be made available free of charge~~ on ~~the Company’s website at https://www.earthstoneenergy.com~~November 1, ~~under the “Investors” tab~~2023, orsubject ~~by directing a request~~ to ~~Investor~~the ~~Relations,~~satisfaction ~~Earthstone~~or ~~Energy,~~waiver ~~Inc.,~~of ~~1400~~the ~~Woodloch~~remaining ~~Forest~~conditions ~~Drive,~~to ~~Suite 300~~close, ~~The~~each ~~Woodlands, TX 77380, Tel. No. (281) 298-4246. Copies~~ of ~~documents~~which ~~filed with the SEC~~ by ~~Permian~~their ~~Resources~~nature ~~will~~cannot be ~~made~~satisfied ~~available~~until ~~free of charge on Permian Resources’ website at https://www.permianres.com under~~ the ~~“Investor Relations” tab or by directing a request to Investor Relations, Permian Resources Corporation, 300 N~~closing. ~~Marienfeld~~ ~~St., Ste. 1000, Midland, TX 79701, Tel. No. (432) 695-4222.~~

Participants in the Solicitation

Permian Resources, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Transaction.

Information regarding the Company’s directors and executive officers is contained in the proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed with the SEC on April 27, 2023, and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing the Company’s website at https://www.earthstoneenergy.com. Information regarding Permian Resources’ executive officers and directors is contained in the proxy statement for the Permian Resources’ 2023 Annual Meeting of Stockholders filed with the SEC on April 11, 2023 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing the Permian Resources’ website at https://permianres.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the Registration Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these document as described above.

Forward-Looking Statements and Cautionary Statements

The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Permian Resources or the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that stockholders of Permian Resources may not approve the issuance of new shares of common stock in the Transaction or that stockholders of the Company may not approve the Merger Agreement, the risk that the parties may not be

able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of Permian Resources’ common stock or the Company’s common stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of Permian Resources and the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Permian Resources’ or the Company’s control, including those detailed in Permian Resources’ annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at https://permianres.com and on the SEC’s website at http://www.sec.gov, and those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on the Company’s website at https://www.earthstoneenergy.com and on the SEC’s website at http://www.sec.gov. All forward-looking statements are based on assumptions that Permian Resources or the Company believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Permian Resources and the Company undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EARTHSTONE ENERGY, INC.

Dated: October 23, 2023

/s/ Tony Oviedo

Dated: October 30, 2023

/s/ Tony Oviedo

Tony Oviedo

Executive Vice President – Accounting and Administration

Filing Compare · EARTHSTONE ENERGY INC