UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
As previously reported, on March 19, 2021, Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources Corporation (the “Company”), issued its 3.25% exchangeable senior notes due 2028 (the “Notes”), which are potentially exchangeable for shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Common Stock”) pursuant to the terms set forth in that certain Indenture, dated as of March 19, 2021, between the Issuer and UMB Bank, N.A., as trustee (as amended or supplemented, the “Indenture”).
The shares of Class A Common Stock that may be issued from time to time upon the exchange of the Notes (the “Exchangeable Shares”) have been registered pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-279715) filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024, the base prospectus, dated May 24, 2024, and a prospectus supplement, dated August 29, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The legal opinion of Latham & Watkins LLP relating to the issuance of the Exchangeable Shares upon exchange of the Notes is filed as Exhibit 5.1 to this Current Report.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits
| Exhibit Number |
Description | |
| 5.1 | ||
| 23.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERMIAN RESOURCES CORPORATION | ||
| By: |
/s/ Guy M. Oliphint | |
| Guy M. Oliphint | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: |
September 2, 2025 | |