UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On August 28, 2025, Permian Resources Operating, LLC (the “Issuer”), a consolidated subsidiary of Permian Resources Corporation (the “Company”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.25% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes. A copy of the Redemption Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.04.
Notes that are called for Redemption may be submitted for exchange at any time before the close of business on the second business day immediately before September 12, 2025 (the “Redemption Date”) (or, if the Issuer fails to pay the Redemption Price (as defined below) due on the Redemption Date in full, at any time until such time as the Issuer pays the Redemption Price in full). Notes that are exchanged after they are called for Redemption will be settled in shares of the Company’s common stock (together with cash in lieu of any fractional share) at the conversion rate. As of the date of the Redemption Notice, the exchange rate of the Notes is 176.6910 shares of the Company’s common stock per $1,000 principal amount of Notes. However, the sending of the Redemption Notice constitutes a “make-whole fundamental change” (as defined in the First Supplemental Indenture referred to below) with respect to the Notes called for Redemption, and, pursuant to such First Supplemental Indenture, the exchange rate applicable to Notes called for Redemption that are exchanged during the period beginning on, and including, the date of the Redemption Notice and ending on, and including, the second business day immediately before the Redemption Date will be increased to 179.9208 shares of the Company’s common stock per $1,000 principal amount of Notes.
On the Redemption Date, all then-outstanding Notes that are called for Redemption and have not been submitted for exchange will be repurchased for cash at a price (the “Redemption Price”) equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date, which equates to a Redemption Price of approximately $1,014.53 per $1,000 principal amount of any Note called for Redemption.
The Notes are governed by an indenture (the “Base Indenture”), dated as of March 19, 2021, between the Issuer and UMB Bank, N.A., as trustee (the “Trustee”), as supplemented by that certain first supplemental indenture (the “First Supplemental Indenture”), dated as of March 19, 2021, among the Issuer, the Company, the subsidiary guarantors named therein, and the Trustee, that certain second supplemental indenture (the “Second Supplemental Indenture”) dated as of September 1, 2022, among the Issuer, the existing guarantors named therein, the new subsidiary guarantors named therein, and the Trustee, that certain third supplemental indenture (the “Third Supplemental Indenture”) dated as of September 5, 2023, among the Issuer, the existing guarantors named therein, the new subsidiary guarantor named therein, and the Trustee, and that certain fourth supplemental indenture (the “Fourth Supplemental Indenture”) dated as of November 1, 2023, among the Issuer, the existing guarantors named therein, the new subsidiary guarantors named therein, and the Trustee. The above description of the certain provisions of the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third
Supplemental Indenture, and Fourth Supplemental Indenture is a summary and is not complete. Copies of the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, and Fourth Supplemental Indenture are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, and the Fourth Supplemental Indenture set forth in such exhibits.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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: | August 28, 2025 | |