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 (Date of earliest event reported): August 29, 2025
PERMIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-37697 | 47-5381253 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
(Address of principal executive offices, including zip code)
(432) 695-4222
(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 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 |
Name of each exchange |
||
| Class A Common Stock, par value $0.0001 per share | PR | The 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 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 | |
Exhibit 5.1
September 2, 2025
Permian Resources Corporation
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
| 811 Main Street, Suite 3700 | ||||
| Houston, TX 77002 | ||||
| Tel: +1.713.546.5400 Fax: +1.713.546.5401 | ||||
| www.lw.com | ||||
| FIRM / AFFILIATE OFFICES | ||||
| Austin | Milan | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Chicago | Paris | |||
| Dubai | Riyadh | |||
| Düsseldorf | San Diego | |||
| Frankfurt | San Francisco | |||
| Hamburg | Seoul | |||
| Hong Kong | Silicon Valley | |||
| Houston | Singapore | |||
| London | Tel Aviv | |||
| Los Angeles | Tokyo | |||
| Madrid | Washington, D.C. | |||
Re: Permian Resources Corporation
To the addressees set forth above:
We have acted as special counsel to Permian Resources Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance from time to time of up to 30,586,536 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Shares”), upon exchange of the issued and outstanding 3.25% exchangeable senior notes due 2028 (the “Notes”) of Permian Resources Operating, LLC, a Delaware limited liability company (“OpCo”), pursuant to a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 24, 2024 (Registration No. 333–279715) (the “Registration Statement”), including a base prospectus, dated May 24, 2024 (the “Base Prospectus”), and a prospectus supplement, dated August 29, 2025, filed with the Commission pursuant to Rule 424(b) under the Act on August 29, 2025 (together with the Base Prospectus, the “Prospectus”). The Class A Shares may be issued upon exchange of the Notes pursuant to the terms set forth in that certain Indenture, dated as of March 19, 2021, between OpCo and UMB Bank, N.A., as trustee (the “Trustee”), as supplemented by that certain first supplemental indenture, dated as of March 19, 2021, among the Company, OpCo, the Subsidiary Guarantors named therein and the Trustee, that certain second supplemental indenture, dated as of September 1, 2022, among the Company, the Existing Guarantors named therein, the New Subsidiary Guarantors named therein, and the Trustee, that certain third supplemental indenture, dated as of September 5, 2023, among the Company, the Existing Guarantors named therein, the New Subsidiary Guarantor named therein, and the Trustee and that certain fourth supplemental indenture, dated as of November 1, 2023, among the Company, the Existing Guarantors named therein, the New Subsidiary Guarantors named therein, and the Trustee (such indenture, as so supplemented, the “Indenture”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Class A Shares.
September 2, 2025
Page 2
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Class A Shares issuable upon exchange of the Notes have been duly authorized by all necessary corporate action of the Company and, when issued upon exchange of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated September 2, 2025 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
| /s/ Latham & Watkins LLP |