\nPermian Resources Corporation (NYSE: PR) (\u201cPermian Resources,\u201d \u201cwe,\u201d \u201cus,\u201d \u201cour\u201d or the \u201cCompany\u201d) today announced a corporate reorganization pursuant to which Permian Resources\u2019 management team members and other long-term holders are exchanging their Class C shares for Class A shares. This transaction better aligns management ownership with public investors, enhances the ability of management team members to maintain peer-leading ownership and advances Permian Resources towards the simplification of its current Up-C structure.<\/p>\n
\n\u201cWill, myself and our entire management team are proud to be large shareholders of Permian Resources, and this transaction allows us to maintain this best-in-class shareholder alignment going forward,\u201d said James Walter, Co-CEO of Permian Resources. \u201cThe reorganization enables our team to own the same Class A shares as our public investors and represents a key step towards simplifying our corporate structure to a C-Corp with a single class of shares.\u201d<\/p>\n
\nPermian Resources has focused on peer-leading shareholder alignment since its formation. This focus has three key components:<\/p>\n
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- Significant Management Ownership:<\/b> Today, as well as pro forma for the transaction, Permian Resources\u2019 management team owns over 6% of total shares outstanding. This sizable ownership position ensures that the Company is always focused on long-term value creation for shareholders.\n<\/li>\n
- Co-CEO Compensation Structure:<\/b> James Walter and Will Hickey, Co-CEOs of Permian Resources, will continue to receive 100% of their compensation in the form of performance stock units (PSUs). These units vest over 3-5 years and are subject to both absolute and relative return thresholds.\n<\/li>\n
- Board and Employee Compensation:<\/b> Permian Resources\u2019 Board of Directors receives all of its compensation in equity. The remainder of the Company\u2019s management team receives a majority of their compensation in equity, and all of Permian Resources\u2019 employees receive equity as part of their annual compensation. This approach reinforces the Company\u2019s \u201cthink like an owner\u201d mentality and aligns our employees with our shareholders.\n<\/li>\n<\/ul>\n
\nPermian Resources believes this shareholder alignment has been a significant factor in the Company achieving the highest total shareholder return of its peer group since inception, with an annualized total return of 27% versus the peer average of (5)%, as of December 19, 2025.1<\/sup><\/p>\n
\n\u201cAlignment of our management team and employees with shareholders has been one of the Board\u2019s key focus areas since the inception of Permian Resources. We\u2019ve worked to develop an approach that is differentiated from our peers and enhances governance to achieve peer-leading returns,\u201d said Steven Gray, Chairman of Permian Resources\u2019 Board of Directors. \u201cWe believe this reorganization allows us to further improve this alignment and positions us for continued success going forward.\u201d<\/p>\n
Details of Transaction<\/b><\/p>\n
\nThe Company\u2019s Board of Directors and the Audit Committee thereof approved the reorganization pursuant to which, among other things, (a) certain Class C shareholders, including Co-CEOs Will Hickey and James Walter, will surrender Class C shares to the Company for cancellation and contribute units representing limited liability company interests in Permian Resources Operating, LLC to a new public holding company in exchange for newly issued shares of its Class A Common Stock, and (b) the Company will reorganize under such new public holding company whereby the Company will become a wholly owned subsidiary of the new holding company, which will adopt the name \u201cPermian Resources Corporation\u201d and replace the Company as the public company trading on the New York Stock Exchange. The reorganization does not result in any changes for our public shareholders, as the Company\u2019s ticker, trading and total share count will remain the same following the reorganization. Furthermore, the overall proportionate economic ownership and voting percentage of our equity holders in our business after the reorganization will be the same as their current overall proportionate economic ownership and voting percentage in our business immediately prior to completion of the reorganization.<\/p>\n
\nFollowing these changes, the aggregate amount of Class A shares and Class C shares will remain the same, as illustrated below.<\/p>\n
- Co-CEO Compensation Structure:<\/b> James Walter and Will Hickey, Co-CEOs of Permian Resources, will continue to receive 100% of their compensation in the form of performance stock units (PSUs). These units vest over 3-5 years and are subject to both absolute and relative return thresholds.\n<\/li>\n
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