Permian Resources Corp 8-K

What Happened

• On December 22, 2025, Permian Resources Corporation (the Company) filed an 8‑K announcing a Master Reorganization Agreement that will create a new publicly traded parent (PRC NewCo Inc, “New PR”). At the Effective Time (anticipated in Q1 2026), the Company will become a wholly owned subsidiary of New PR and New PR’s Class A shares will trade on the NYSE under the ticker “PR.”
• Under the Reorganization, each Company Class A share will convert 1-for-1 into a New PR Class A share; certain Company Class C shares tied to OpCo units will be cancelled for no consideration and contributing OpCo unit holders will exchange their OpCo Units for New PR Class A shares on a one‑for‑one basis. New PR is expected to issue 48,916,754 New PR Class A Shares to those contributing members immediately after the Effective Time.

Key Details

• Date filed: December 22, 2025; anticipated completion: Q1 2026.
• Shares issued to contributing OpCo unit holders: 48,916,754 New PR Class A Shares (to be issued in a private exemption under Section 4(a)(2)).
• Corporate and plan changes: New PR will assume the Company’s LTIP, outstanding equity awards, severance plan, director compensation program (now referenced to New PR shares) and the Centennial ESPP; Company expected to rename to “Permian Resources Holdings Inc.” and New PR to “Permian Resources Corporation.”
• Financing update: OpCo entered the Eleventh Amendment to its Credit Agreement to permit the Reorganization; OpCo will become a partially owned subsidiary of New PR.

Why It Matters

• Structure and listing: The reorganization changes the public parent but is designed to be administratively seamless for existing Class A shareholders (1-for-1 share exchange and continuation of NYSE trading under “PR”). No shareholder vote of the Company was required because the transaction uses Section 251(g) of Delaware law to form a holding company.
• Ownership and governance effects: Contributing holders of OpCo units will surrender certain Class C shares, receive New PR Class A shares, and OpCo’s LLC agreement will be amended to reflect New PR as the managing member and the redemption mechanics tied to New PR shares. Equity awards and compensation plans will transfer to New PR, preserving existing award terms with adjustments to reference New PR where applicable.
• Registration and disclosure: Shares issued to contributing members are being issued in a private transaction exempt from Securities Act registration; the Board and Audit Committee unanimously approved the Reorganization and related agreements.