Eighth Amendment to Third Amended and Restated Credit Agreement

This Eighth Amendment to Third Amended and Restated Credit Agreement (this “Amendment”), dated as of October 31, 2024 (the “Eighth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Centennial Resource Production, LLC (the “Borrower”); each of the other undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

A.    The Borrower, any Parent from time to time party thereto, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of February 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B.    The parties hereto desire to enter into this Amendment to, among other things, (i) amend the Credit Agreement as set forth in Section 2 hereof, (ii) evidence the reaffirmation of the Borrowing Base at $4,000,000,000 as set forth in Section 3.1 hereof and (iii) evidence the reaffirmation of the Aggregate Elected Revolving Commitment Amounts at $2,500,000,000 as set forth in Section 3.2 hereof, in each case, as set forth herein and to be effective as of the Eighth Amendment Effective Date.

C.    The Administrative Agent and the Lenders party hereto have agreed, subject to the terms and conditions set forth herein, to enter into this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.    Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.

Section 2.    Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Eighth Amendment Effective Date in the manner provided in this Section 2.

2.1    Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the aggregate amount of Pari Passu Obligations (other than the aggregate unused amount of the Total Revolving Commitments available to be drawn) on such day, and the denominator of which is the amount of the Borrowing Base in effect on such day.

“Collateral Coverage Ratio” means, at any date of determination, the ratio of (a) the Mortgaged Present Value as reflected in the most recent Reserve Report delivered prior to such date of determination to (b) the Loan Limit as of such date of determination.

“Eighth Amendment” means that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of the Eighth Amendment Effective Date among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“Eighth Amendment Effective Date” means October 31, 2024.

“Loan Limit” means, as of any day, the lesser of (a) the amount of the Borrowing Base in effect on such day and (b) the aggregate amount of Pari Passu Obligations on such day.

“Mortgaged Present Value” means the PV-9 of the Proved Oil and Gas Properties evaluated in the most recent Reserve Report that constitute Mortgaged Properties.

“Pari Passu Obligations” means, at any time, the sum of (a) the aggregate amount of Total Revolving Commitments at such time plus (b) the aggregate amount of all Total Term Loan Exposures outstanding at such time plus (c) the aggregate amount of all Permitted Pari Term Loan Debt outstanding at such time.

“Title Coverage Ratio” means, at any date of determination, the ratio of (a) the PV-9 of the Proved Oil and Gas Properties evaluated in the most recent Reserve Report for which satisfactory title information has been received to (b) the Loan Limit on such day.

2.2    Amended and Restated Definitions. The following definitions contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows:

“Arrangers” means, collectively, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Citibank, N.A., Fifth Third Bank, National Association, Mizuho Bank, Ltd., PNC Capital Markets LLC, BofA Securities, Inc. and Truist Securities, Inc., in each case, in their respective capacities as joint lead arrangers and joint bookrunners hereunder, and, (a) with respect to the Fifth Amendment, the Fifth Amendment Lead Left Arranger and JPMorgan Chase Bank, N.A. in their respective capacities as joint lead arrangers and joint bookrunners, (b) with respect to the Fifth Amendment, Citibank, N.A., Mizuho Bank, Ltd., PNC Capital Markets LLC, BofA Securities, Inc., Truist Securities, Inc., U.S. Bank National Association and Capital One, National Association, in their respective capacities as joint lead arrangers and (c) with respect to the Seventh Amendment, (i) JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, in their respective capacities as joint lead arrangers and joint bookrunners and (ii) Truist Securities, Inc., Citibank, N.A., PNC Capital Markets LLC, Capital One, National Association, BofA Securities, Inc., U.S. Bank National Association, Mizuho Bank, Ltd., Fifth Third Bank, National Association and Canadian Imperial Bank of Commerce, New York Branch, in their respective capacities as joint lead arrangers.

“Convertible Notes” means any Permitted Senior Unsecured Notes permitted to be incurred under the terms of this Agreement which are either (a) convertible into or exchangeable for common Equity Interests of the Borrower or any of its direct or indirect parent entities (and cash in lieu of fractional shares of common Equity Interests) and/or cash (in an amount determined by reference to the publicly traded price of such common Equity Interests) or (b) sold as common units constituting Equity Interests of the Parent with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common Equity Interests of the Parent and/or cash (in an amount determined by reference to the publicly traded price of such common Equity Interests).

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, any Intercreditor Agreement, each Fee Letter and the Security Instruments, in each case, as the same may be amended, modified, supplemented or restated from time to time.

“Mortgage Coverage Requirement” means that (a) the Mortgaged Present Value must be an amount not less than the lesser of (i) eighty-five percent (85%) (or such greater percentage as is then required to secure any Permitted Junior Lien Debt or Permitted Pari Term Loan Debt, as applicable, at such time) of the PV-9 of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production and (ii) an amount sufficient to cause the Collateral Coverage Ratio to be not less than 2.25 to 1.00 and (b) the Mortgaged Properties must otherwise include any other Oil and Gas Properties (including, to the extent applicable, any unproven acreage and any midstream or gathering assets) on which Liens have been granted to secure any Permitted Junior Lien Debt or Permitted Pari Term Loan Debt, as applicable, at such time.

“Permitted Bond Hedge Transactions” means the bond hedge or capped call options purchased by the Parent or the Borrower from the Call Spread Counterparties to hedge the Credit Parties’ payment and/or delivery obligations due upon conversion or exchange of any Convertible Notes, so long as, the purchase price for such Permitted Bond Hedge Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible Notes issued in connection with the Permitted Bond Hedge Transaction.

“Revolving Maturity Date” means the earlier to occur of (a) February 18, 2028 and (b) any earlier date on which the Revolving Commitments are terminated in full pursuant to this Agreement.

“Title Coverage Requirement” means that the Administrative Agent shall have received satisfactory title information (a) on Proved Oil and Gas Properties with a PV-9 not less than the lesser of (i) eighty-five percent (85%) (or such greater percentage for which the Credit Parties are required to deliver satisfactory title information pursuant to the Permitted Junior Lien Debt Documents or the Permitted Pari Term Loan Debt Documents, as applicable, at such time) of the PV-9 of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report and (ii) an amount sufficient to cause the Title Coverage Ratio to be not less than 2.25 to 1.00 and (b) that otherwise covers any other Oil and Gas Properties (including, to the extent applicable, any unproven acreage and any midstream or gathering assets) for which the Credit Parties have been required to provide title information under the Permitted Junior Lien Debt Documents or the Permitted Pari Term Loan Debt Documents, as applicable, at such time.

2.3    Deleted Definition. The definition of “Revolving Commitment Utilization Percentage” contained in Section 1.02 of the Credit Agreement is hereby deleted from the Credit Agreement in its entirety.

2.4    Replacement of Defined Terms.

(a)    Each reference to the term “Revolving Commitment Utilization Grid” appearing in the definition of “Applicable Margin” in Section 1.02 of the Credit Agreement is hereby replaced with the term “Borrowing Base Utilization Grid”.

(b)    Each reference to the term “Revolving Commitment Utilization Percentage” appearing in the definition of “Applicable Margin” in Section 1.02 of the Credit Agreement is hereby replaced with the term “Borrowing Base Utilization Percentage”.

2.5    Amendment to Section 8.12(c)(vi). Section 8.12(c)(vi) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

if during a Borrowing Base Period, the Mortgaged Properties satisfy the Mortgage Coverage Requirement (and which certificate shall specify whether compliance with the Mortgage Coverage Requirement was determined by reference to clause (a)(i) or clause (a)(ii) of such definition) and

2.6    Amendments to Section 9.05. Section 9.05 of the Credit Agreement is hereby amended by:

(a)    Deleting the word “and” at the end of Section 9.05(m).

(b)    Replacing the period at the end of Section 9.05(n) with “; and”.

(c)    Adding a new Section 9.05(o) immediately after Section 9.05(n) that reads in full as follows:

(o)    the entry into, and any payments in connection with, any Permitted Bond Hedge Transaction.

2.7    Amendment to Section 12.02(b)(xi). Section 12.02(b)(xi) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

release any Guarantor (except as set forth in Section 11.10 or in the Guaranty Agreement), release all or substantially all of the collateral (other than as provided in Section 11.10), or reduce the percentage set forth in clause (a)(i) of the definition of “Mortgage Coverage Requirement” to less than eighty-five (85%) or reduce the Collateral Coverage Ratio in clause (a)(ii) of the definition of “Mortgage Coverage Requirement” to less than 2.25 to 1.00, without the written consent of each Lender (other than any Defaulting Lender), or

Section 3.    Borrowing Base and Aggregate Elected Revolving Commitment Amounts.

3.1    Borrowing Base. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Administrative Agent and each of the Lenders hereby agree that, effective as of the Eighth Amendment Effective Date, the Borrowing Base is hereby reaffirmed at $4,000,000,000, and the Borrowing Base shall remain at $4,000,000,000 until the next Scheduled Redetermination, Interim Redetermination or other adjustment of the Borrowing Base thereafter, whichever occurs first pursuant to the terms of the Credit Agreement. The Borrower and the Lenders acknowledge (a) that the reaffirmation of the Borrowing Base provided for in this Section 3.1 shall constitute the Scheduled Redetermination of the Borrowing Base scheduled to occur on or about October 1, 2024 for the purposes of Section 2.07 of the Credit Agreement and (b) this Amendment shall constitute the New Borrowing Base Notice in respect thereof for purposes of Section 2.07(d) of the Credit Agreement.

3.2    Aggregate Elected Revolving Commitment Amounts. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, and in connection with the Borrowing Base reaffirmation provided for in Section 3.1 hereof, the Administrative Agent, the Lenders and the Borrower agree that, effective as of the Eighth Amendment Effective Date,

the Aggregate Elected Revolving Commitment Amounts are hereby reaffirmed at $2,500,000,000, and shall remain at $2,500,000,000 until subsequently decreased or increased pursuant to Section 2.06 of the Credit Agreement.

Section 4.    Conditions Precedent. The effectiveness of this Amendment is subject to the following:

4.1    Counterparts. The Administrative Agent shall have received counterparts of this Amendment from (a) each of the Credit Parties and (b) each of the Lenders.

4.2    Legal Opinion. The Administrative Agent shall have received a customary legal opinion of Latham & Watkins LLP, counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.

4.3    Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of each Credit Party setting forth (a) resolutions of its board of directors (or comparable governing body) with respect to the authorization of such Credit Party to execute and deliver this Amendment and the other Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (b) the officers of such Credit Party who (i) are authorized to sign this Amendment and the other Loan Documents to which such Credit Party is a party and (ii) will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement, as amended hereby, and the other Loan Documents, and the transactions contemplated thereby, (c) specimen signatures of such authorized officers, and (d) the articles or certificate of incorporation and bylaws (or comparable organizational documents for any Credit Parties that are not corporations) of such Credit Party, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Credit Parties to the contrary.

4.4    Good Standing Certificates. The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of each of the Credit Parties.

4.5    Fees and Expenses. The Administrative Agent shall have received, to the extent invoiced, all fees and other amounts due and payable on or prior to the Eighth Amendment Effective Date (including all fees and other amounts due and payable to the Administrative Agent on account of the Lenders).

4.6    Notes.     To the extent requested by a Lender, the Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated as of the date hereof.

4.7    Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

Without limiting the generality of the provisions of Section 11.04 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Eighth Amendment Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 4 by and on behalf of the Borrower or any of its Subsidiaries shall be in form and substance satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Eighth Amendment Effective Date, and such notice shall be conclusive and binding.

Section 5.    Miscellaneous.

5.1    Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Amendment, and this Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document. From and after the Eighth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the matters provided for in Sections 2 and 3, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the matters provided for in Sections 2 and 3.

5.2 Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

5.3    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment by facsimile or electronic (e.g., .pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof. The execution and delivery of this Amendment shall be deemed to include electronic signatures on electronic platforms approved by the Administrative Agent, which shall be of the same legal effect, validity or enforceability as delivery of a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, upon the request of any party hereto, such electronic signature shall be promptly followed by the original thereof.

5.4    No Oral Agreement. This written Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties that modify the agreements of the parties in the Credit Agreement and the other Loan Documents.

5.5    Governing Law. This Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.

5.6    Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

5.7    Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.8    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow.]

The parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank and a Lender

By: /s/ Erica Spencer Name: Erica Spencer Title: Authorized Officer WELLS FARGO BANK, N.A., as a Lender and Issuing Bank

By: /s/ Michael Real Name: Michael Real Title: Managing Director TRUIST BANK, as a Lender and Issuing Bank

By: /s/ Greg Krablin Name: Greg Krablin Title: Director CITIBANK, N.A., as a Lender and Issuing Bank

By: /s/ Jeff Ard Name: Jeff Ard Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank

By: /s/ Danielle Hudek Name: Danielle Hudek Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By: /s/ Cameron Breitenbach Name: Cameron Breitenbach Title: Director BANK OF AMERICA, N.A., as a Lender

By: /s/ Kimberly Miller Name: Kimberly Miller Title: Director U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Beth Johnson Name: Beth Johnson Title: Senior Vice President MIZUHO BANK, LTD., as a Lender

By: /s/ Edward Sacks Name: Edward Sacks Title: Managing Director FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender and Issuing Bank

By: /s/ Jonathan Lee Name: Jonathan Lee Title: Managing Director CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender

By:    /s/ Kevin A. James                
Name:    Kevin A. James
Title:    Authorized Signatory

By: /s/ Donovan C. Broussard Name: Donovan C. Broussard Title: Authorized Signatory COMERICA BANK, as a Lender

By: /s/ Cassandra Lucas Name: Cassandra Lucas Title: Vice President REGIONS BANK, as a Lender

By: /s/ Cody Chance Name: Cody Chance Title: Managing Director ROYAL BANK OF CANADA, as a Lender

    

By: /s/ Kristan Spivey Name: Kristan Spivey Title: Authorized Signatory GOLDMAN SACHS BANK USA, as a New Lender

By: /s/ Andrew Vernon Name: Andrew Vernon Title: Authorized Signatory MORGAN STANLEY BANK, N.A., as a New Lender

By: /s/ Michael King Name: Michael King Title: Authorized Signatory BARCLAYS BANK PLC, as a Lender

By: /s/ Sydney G. Dennis Name: Sydney G. Dennis Title: Director BOKF, NA, dba BANK OF TEXAS, as a Lender

By:    /s/ Drew Krittenbrink                
Name:    Drew Krittenbrink
Title:    Vice President

MIDLAND, Texas – November 6, 2024 (BUSINESS WIRE) -- Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced its third quarter 2024 financial and operational results and revised 2024 guidance.

•Reported crude oil and total average production of 160.8 MBbls/d and 347.1 MBoe/d during the quarter

•Announced cash capital expenditures of $520 million, cash provided by operating activities of $954 million and adjusted free cash flow1 of $303 million

•Continue to drive operational efficiencies, resulting in reduced cycle times and lower well costs

◦Reduced D&C costs to ~$800 per lateral foot, which represents a 16% decrease from 2023

•Announced quarterly base dividend of $0.15 per share, a 150% increase compared to the prior quarter

◦Represents initial base dividend under the Company's updated return of capital strategy

•Maintained strong balance sheet with leverage of ~1x and ~$2.8 billion of total liquidity

◦Ended quarter with undrawn revolver and $272 million of cash

•Received upgraded credit ratings by Moody’s, S&P and Fitch

◦Targeting investment grade credit ratings in 2025

•Closed previously announced Barilla Draw transaction, adding ~29,500 net acres and ~9,900 net royalty acres directly offset existing operations

•Increased mid-point of full year oil and total production guidance by over 4% to 158.5 MBbls/d and 341.0 MBoe/d

◦Third consecutive increase of guidance primarily driven by strong performance of base business

“Our team continues to do a tremendous job executing in the field and has improved upon the operational efficiencies gained earlier in the year. Most importantly, reduced cycle times have driven a significant reduction in well costs,” said Will Hickey, Co-CEO of Permian Resources. “We are now drilling and completing wells for approximately $1 million cheaper than 2023. This improvement is driven by our operations team’s relentless pursuit of efficiencies and cost savings.”

“We are proud to increase full year production guidance for the third consecutive quarter, while maintaining our original capital budget. We have now increased oil guidance 11 MBbls/d above our initial outlook, with approximately 8 MBbls/d of this increase driven by our existing business and the remainder from accretive acquisitions,” said James Walter, Co-CEO of Permian Resources. “We are also excited for the first quarter under our significantly enhanced base dividend. The revised return of capital policy will provide better visibility for our shareholders to current and future dividends, while positioning Permian Resources to continue delivering strong dividend growth and leading total shareholder returns.”

Permian Resources continued the efficient development of its core Delaware Basin acreage position in the third quarter, delivering higher operational efficiencies and continued strong well results. During the quarter, average daily crude oil production was 160,801 Bbls/d, a 5% increase compared to the prior quarter. Reported natural gas and NGL volumes were 603,217 Mcf/d and 85,754 Bbls/d, respectively. Third quarter total production was 347,091 Boe/d.

Total cash capital expenditures (“capex”) for the third quarter were $520 million. The Company continues to drive operational efficiencies, further reducing well costs on a per lateral foot basis. For the third quarter, drilling and completion costs per lateral foot were approximately $800, or a $150 per lateral foot reduction from 2023.

“During the quarter, we reduced our drilling cycle times by 16% compared to last year, while also increasing our completion crew pump hours per day by 19%,” said Will Hickey, Co-CEO. “As a result, these operational efficiencies have lowered drilling and completion costs, and we will continue to focus on further cost reductions as we head into next year.”

Realized prices for the quarter were $74.31 per barrel of oil, $(0.20) per Mcf of natural gas and $22.35 per barrel of NGL. Regional natural gas prices during the quarter continued to be negatively impacted by pipeline capacity constraints, which are expected to be alleviated through additional capacity in the near-term. The Company has continued to make progress towards its goal of pricing more natural gas out of basin, increasing its non-Waha sales to approximately 30% in 2024 compared to 20% in 2023.

Third quarter total controllable cash costs (LOE, GP&T and cash G&A) were $7.95 per Boe. LOE was $5.43 per Boe, GP&T was $1.57 per Boe and cash G&A was $0.95 per Boe.

For the third quarter, Permian Resources generated net cash provided by operating activities of $954 million, adjusted operating cash flow1 of $823 million and adjusted free cash flow1 of $303 million. Adjusted basic weighted average shares1 outstanding were 794.4 million for the three months ended September 30, 2024.

Permian Resources continues to maintain a strong financial position and low leverage profile upon closing the previously announced Barilla Draw bolt-on acquisition during the quarter. At September 30, 2024, the Company had $272 million in cash on hand and no amounts drawn under its revolving credit facility. Total liquidity was approximately $2.8 billion. Net debt-to-LQA EBITDAX1 at September 30, 2024 was approximately 1x.

Permian Resources increased its 2024 oil production target by 6.5 MBbls/d to 158.5 MBbls/d and raised its total production target by 16.0 MBoe/d to 341.0 MBoe/d, based on the mid-point of guidance. The majority of the increase in full year production guidance is driven by continued strong well performance and operational efficiencies, with the balance coming from the recently closed Barilla Draw acquisition. The Company is also adjusting the expected number of turn-in-lines (“TILs”) for 2024 to approximately 270 gross wells, as a result of faster cycle times. There are no other changes to the Company’s guidance ranges.

“This represents our third consecutive increase to full year production targets, while maintaining our original capital expenditure guidance,” said James Walter, Co-CEO. “Most importantly, the vast majority of our increase year-to-date has been driven by outperformance of our base business, highlighting the quality of our asset base.”

Permian Resources announced today that its Board of Directors (the “Board”) declared a quarterly base dividend of $0.15 per share of Class A common stock, or $0.60 per share on an annualized basis. This represents the first quarterly base dividend under the Company’s new return of capital policy, which represents a 150% increase compared to its prior base dividend and provides a leading base dividend yield amongst U.S. independent E&Ps. The base dividend is payable on November 22, 2024 to shareholders of record as of November 14, 2024. The Company’s base dividend represents an annualized yield of 4.4%, as of November 4, 2024.

On September 17, 2024, Permian Resources closed the previously announced Barilla Draw bolt-on acquisition of approximately 29,500 net acres, 9,900 net royalty acres and substantial midstream infrastructure located in the core of the Delaware Basin. The Company assumed operations on November 1, 2024 and has begun development on the acquired properties. During the third quarter, the Barilla Draw assets contributed approximately 2 MBoe/d, or 1 MBbls/d of oil.

Additionally, Permian Resources continues to be successful executing upon its ground game, consisting of smaller grassroots acquisitions and leasehold transactions. During the third quarter, the Company added approximately 460 net acres through over 100 grassroots leasing and working interest acquisitions. There were no incremental production volumes associated with these acquisitions during the quarter.

Permian Resources’ financial statements and related footnotes will be available in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024.

Permian Resources will host an investor conference call on Thursday, November 7, 2024 at 9:00 a.m. Central (10:00 a.m. Eastern) to discuss third quarter 2024 operating and financial results. Interested parties may join the call by visiting Permian Resources’ website at www.permianres.com and clicking on the webcast link or by dialing (800) 225-9448 (Conference ID: PRCQ324) at least 15 minutes prior to the start of the call. A replay of the call will be available on the Company’s website or by phone at (800) 839-5495 (Passcode: 26601) for a 14-day period following the call.

Headquartered in Midland, Texas, Permian Resources is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of high-return oil and natural gas properties. The Company’s assets and operations are concentrated in the core of the Delaware Basin, making it the second largest Permian Basin pure-play E&P. For more information, please visit www.permianres.com.

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statements may include statements about:

•volatility of oil, natural gas and NGL prices or a prolonged period of low oil, natural gas or NGL prices and the effects of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”), such as Saudi Arabia, and other oil and natural gas producing countries, such as Russia, with respect to production levels or other matters related to the price of oil, natural gas and NGLs;

•political and economic conditions and events in or affecting other producing regions or countries, including the Middle East, Russia, Eastern Europe, Africa and South America;

•our business strategy and future drilling plans;

•our reserves and our ability to replace the reserves we produce through drilling and property acquisitions;

•our drilling prospects, inventories, projects and programs;

•our financial strategy, return of capital program, leverage, liquidity and capital required for our development program;

•the timing and amount of our future production of oil, natural gas and NGLs;

•our ability to identify, complete and effectively integrate acquisitions of properties, assets or businesses, including our recent acquisitions and related transactions;

•our hedging strategy and results;

•our competition;

•our ability to obtain permits and governmental approvals;

•our compliance with government regulations, including those related to climate change as well as environmental, health and safety regulations and liabilities thereunder;

•our pending legal matters;

•the marketing and transportation of our oil, natural gas and NGLs;

•our leasehold or business acquisitions;

•cost of developing or operating our properties;

•our anticipated rate of return;

•general economic conditions;

•weather conditions in the areas where we operate;

•credit markets;

•our ability to make dividends, distributions and share repurchases;

•uncertainty regarding our future operating results;

•our plans, objectives, expectations and intentions contained in this press release that are not historical; and

•the other factors described in our most recent Annual Report on Form 10-K, and any updates to those factors set forth in our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of oil, natural gas and NGLs. Factors which could cause our actual results to differ materially from the results contemplated by forward-looking statements include, but are not limited to:

•commodity price volatility (including regional basis differentials);

•uncertainty inherent in estimating oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production;

•geographic concentration of our operations;

•lack of availability of drilling and production equipment and services;

•lack of transportation and storage capacity as a result of oversupply, government regulations or other factors;

•risks related to our recent acquisitions, including the risk that we may fail to integrate such acquisitions on the terms and timing currently contemplated, or at all, and/or to realize our strategy and plans to achieve the expected benefits of such acquisitions;

•competition in the oil and natural gas industry for assets, materials, qualified personnel and capital;

•drilling and other operating risks;

•environmental and climate related risks, including seasonal weather conditions;

•regulatory changes, including those that may result from the U.S. Supreme Court’s decision overturning the Chevron deference doctrine and that may impact environmental, energy, and natural resources regulation;

•the possibility that the industry in which we operate may be subject to new or volatile local, state, and federal or legislative actions (including additional taxes and changes in environmental, health, and safety regulation and regulations related to climate change) as a result of developing national and/or global efforts to address climate change;

•restrictions on the use of water, including limits on the use of produced water and potential restrictions on the availability to water disposal facilities;

•availability to cash flow and access to capital;

•inflation;

•changes in our credit ratings or adverse changes in interest rates;

•changes in the financial strength of counterparties to our credit agreement and hedging contracts;

•the timing of development expenditures;

•political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, including the conflict in Israel and its surrounding areas, the war in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

•changes in local, regional, national, and international economic conditions;

•security threats, including evolving cybersecurity risks such as those involving unauthorized access, denial-of-service attacks, third-party service provider failures, malicious software, data privacy breaches by employees, insiders or other with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions; and

•other risks described in our filings with the SEC.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

1) Adjusted Operating Cash Flow, Adjusted Free Cash Flow, Adjusted Basic Weighted Average Shares and Net Debt-to-LQA EBITDAX are non-GAAP financial measures. See “Non-GAAP Financial Measures” included within the Appendix of this press release for related disclosures and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Hays Mabry – Vice President, Investor Relations Details of our revised 2024 operational and financial guidance are presented below:

(432) 315-0114

ir@permianres.com

SOURCE Permian Resources Corporation

(1) Excludes stock-based compensation.

(1)    Natural gas sales for the three and nine months ended September 30, 2024 include $26.2 million and $75.1 million, respectively, of gathering, processing and transportation costs (“GP&T”) that are reflected as a reduction to natural gas sales and $12.0 million and $30.7 million for the three and nine months ended September 30, 2023, respectively. Natural gas average sales prices, however, exclude $0.47 and $0.46 per Mcf of such GP&T charges for the three and nine months ended September 30, 2024, respectively, and $0.46 and $0.41 per Mcf for the three and nine months ended September 30, 2023, respectively.

(2)    NGL sales for the three and nine months ended September 30, 2024 include $23.0 million and $64.7 million, respectively, of GP&T that are reflected as a reduction to NGL sales and $16.3 million and $48.9 million for the three and nine months ended September 30, 2023, respectively. NGL average sales prices, however, exclude $2.91 and $2.90 per Bbl of such GP&T charges for the three and nine months ended September 30, 2024, respectively, and $5.07 and $5.29 per Bbl for the three and nine months ended September 30, 2023, respectively.

(3)    Calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Boe.

Reconciliation of cash, cash equivalents and restricted cash presented on the Consolidated Statements of Cash Flows for the periods presented:

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), our earnings release contains non-GAAP financial measures as described below.

Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDAX as net income attributable to Class A Common Stock before net income attributable to noncontrolling interest, interest expense, income taxes, depreciation, depletion and amortization, impairment and abandonment expense, non-cash gains or losses on derivatives, stock-based compensation (not cash-settled), exploration and other expenses, merger and integration expense, gain/loss from the sale of long-lived assets and other non-recurring items. Adjusted EBITDAX is not a measure of net income as determined by GAAP.

Our management believes Adjusted EBITDAX is useful as it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX. Our presentation of Adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or nonrecurring items. Our computations of Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of Adjusted EBITDAX to net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP:

(1)    Includes stock-based compensation expense for equity awards related to general and administrative employees only. Stock-based compensation amounts for geographical and geophysical personnel are included within the Exploration and other expenses line item.

Net debt-to-LQA EBITDAX is a non-GAAP financial measure. We define net debt as long-term debt, net, plus unamortized debt discount, premium and debt issuance costs on our senior notes minus cash and cash equivalents.

We define net debt-to-LQA EBITDAX as net debt (defined above) divided by Adjusted EBITDAX (defined and reconciled in the section above) for the three months ended September 30, 2024, on an annualized basis. We refer to this metric to show trends that investors may find useful in understanding our ability to service our debt. This metric is widely used by professional research analysts, including credit analysts, in the valuation and comparison of companies in the oil and gas exploration and production industry. The following table presents a reconciliation of net debt to long-term debt, net and the calculation of net debt-to-LQA EBITDAX for the period presented:

(1) Represents adjusted EBITDAX (defined and reconciled in the section above) for the three months ended September 30, 2024, on an annualized basis.

Adjusted basic and diluted weighted average shares outstanding ("Adjusted Basic and Diluted Shares") are non-GAAP financial measures defined as basic and diluted weighted average shares outstanding adjusted to reflect the weighted average shares of our Class C Common Stock outstanding during the period.

Our Adjusted Basic and Diluted Shares provide a comparable per share measurement when presenting results such as adjusted free cash flow and adjusted net income that include the interests of both net income attributable to Class A Common Stock and the net income attributable to our noncontrolling interest. Adjusted Basic and Diluted Shares are used in calculating several metrics that we use as supplemental financial measurements in the evaluation of our business.

The following table presents a reconciliation of Adjusted Basic and Diluted Shares to basic and diluted weighted average shares outstanding, which are the most directly comparable financial measure calculated and presented in accordance with GAAP:

Adjusted operating cash flow and adjusted free cash flow are supplemental non-GAAP financial measures used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define adjusted operating cash flow as net cash provided by operating activities adjusted to remove changes in working capital, merger and integration and other non-recurring charges, and estimated tax distributions to our non-controlling interest owners. Adjusted operating cash flows is reduced by total cash capital expenditures to arrive at adjusted free cash flows.

Our management believes adjusted operating cash flow and adjusted free cash flow are useful indicators of the Company’s ability to internally fund its future exploration and development activities, to service its existing level of indebtedness or incur additional debt, without regard to the timing of settlement of either operating assets and liabilities, its merger and integration and other non-recurring costs or estimated tax distributions to noncontrolling interest owners after funding its capital expenditures paid for the period. The Company believes that these measures, as so adjusted, present meaningful indicators of the Company’s actual sources and uses of capital associated with its operations conducted during the applicable period. Our computation of adjusted operating cash flow and adjusted free cash flow may not be comparable to other similarly titled measures of other companies. Adjusted operating cash flow and adjusted free cash flow should not be considered as alternatives to, or more meaningful than, net cash provided by operating activities as determined in accordance with GAAP or as indicators of our operating performance or liquidity.

Adjusted operating cash flow and adjusted free cash flow are not financial measures that are determined in accordance with GAAP. Accordingly, the following table presents a reconciliation of adjusted operating cash flow and adjusted free cash flow to net cash provided by operating activities, which is the most directly comparable financial measure calculated and presented in accordance with GAAP:

									Three Months Ended September 30,
(in thousands, except per share data)															2024						2023
Net cash provided by operating activities															$	954,358					$	480,801
Changes in working capital:
Accounts receivable															(78,413)						45,899
Prepaid and other assets															2,431						23,841
Accounts payable and other liabilities															(56,437)						(16,300)
Merger and integration expense & other															1,106						10,422
Estimated tax distribution to noncontrolling interest owners(1)															(181)						—
Adjusted operating cash flow															822,864						544,663
Less: total cash capital expenditures															(520,173)						(380,137)
Adjusted free cash flow															$	302,691					$	164,526
Adjusted basic weighted average shares outstanding															794,362						565,990

(1) Reflects estimated future distributions to noncontrolling interest owners based upon current federal and state income tax expense recognized during the period and expected to be paid by the partnership. Such estimates are based upon the noncontrolling interest ownership percentage as of the three months ended September 30, 2024.

Adjusted net income is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define adjusted net income as net income attributable to Class A Common Stock plus net income attributable to noncontrolling interest adjusted for non-cash gains or losses on derivatives, merger and integration expense, other nonrecurring charges, impairment and abandonment expense, gain/loss from the sale of long-lived assets and the related income tax adjustments for these items. Adjusted net income is not a measure of net income as determined by GAAP.

Our management believes adjusted net income is useful as it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers by excluding certain non-cash items that can vary significantly. Adjusted net income should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Our presentation of adjusted net income should not be construed as an inference that our results will be unaffected by unusual or nonrecurring items. Our computations of adjusted net income may not be comparable to other similarly titled measures of other companies.

Adjusted net income is not a financial measure that is determined in accordance with GAAP. Accordingly, the following table presents a reconciliation of adjusted net income to net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP:

			Three Months Ended September 30,
(in thousands, except per share data)			2024						2023
Net income attributable to Class A Common Stock			$	386,376					$	45,433
Net income attributable to noncontrolling interest			70,151						52,896
Non-cash derivative (gain) loss			(213,102)						161,672
Merger and integration expense & other			1,106						10,422
Impairment and abandonment expense			1,380						245
(Gain) loss on sale of long-lived assets			(329)						(63)
Adjusted net income excluding above items			245,582						270,605
Income tax benefit (expense) attributable to the above items(1)			31,679						(50,664)
Adjusted net income			$	277,261					$	219,941
Adjusted basic weighted average shares outstanding (Non-GAAP)(2)			794,362						565,990
Adjusted net income per adjusted basic share			$	0.35					$	0.39

(1)    Income tax benefit (expense) for adjustments made to adjusted net income is calculated using PR's federal and state-apportioned statutory tax rate that was approximately 22.5%.

(2)    Adjusted basic weighted average shares outstanding is a Non-GAAP measure that has been computed and reconciled to the nearest GAAP metric in the preceding table above.

The following table summarizes the approximate volumes and average contract prices of the hedge contracts the Company had in place as of October 31, 2024. There were no additional contracts entered into through the date of this filing:

(1)    These crude oil swap transactions are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual swap price for the volumes stipulated.

(2)    These crude oil collars are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual floor and ceiling prices for the volumes stipulated.

(3)    These crude oil deferred premium puts are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual put prices for the volumes stipulated.

(4)    These crude oil basis swap transactions are settled based on the difference between the arithmetic average of ARGUS MIDLAND WTI and ARGUS WTI CUSHING indices, during each applicable monthly settlement period.

(5)    These crude oil roll swap transactions are settled based on the difference between the arithmetic average of NYMEX WTI calendar month prices and the physical crude oil delivery month price.

(1)    These natural gas swap contracts are settled based on the NYMEX Henry Hub price on each trading day within the specified monthly settlement period versus the contractual swap price for the volumes stipulated.

(2)    These natural gas basis swap contracts are settled based on the difference between the Inside FERC’s West Texas WAHA price and the NYMEX price of natural gas, during each applicable monthly settlement period.

(3)    These natural gas collars are settled based on the NYMEX Henry Hub price on each trading day within the specified monthly settlement period versus the contractual floor and ceiling prices for the volumes stipulated.