Form 4: Permian Resources Co-CEO Reports Major Stock Transactions
Insider Transaction Report
Permian Resources Co-CEO William M. Hickey III reported sales of Class A Common Stock for tax obligations and subsequent acquisitions related to a corporate reorganization.
Summary
- William M. Hickey III, Co-Chief Executive Officer and Director of Permian Resources Corp, filed a Form 4 detailing changes in his beneficial ownership.
- On January 5, 2026, 309,980 shares of Class A Common Stock were sold at a weighted average price of $13.74 per share (ranging from $13.49 to $14.39).
- On January 6, 2026, an additional 467,725 shares of Class A Common Stock were sold at a weighted average price of $13.63 per share (ranging from $13.48 to $13.89).
- These sales were mandatory 'sell to cover' transactions to satisfy tax withholding obligations related to the vesting of performance stock units and were not discretionary trades.
- On January 7, 2026, Permian Resources Corporation underwent a corporate reorganization (Merger), becoming the parent of Permian Resources Holdings Inc.
- Immediately following the Merger, Hickey contributed all of his common units in Permian Resources Operating, LLC (OpCo Units) to the Registrant in exchange for 9,277,692 newly issued shares of Class A Common Stock directly and 2,989,989 shares indirectly via Hickey Family Investments, L.P., on a one-for-one basis (OpCo Unit Exchange).
- Prior to the Merger, all Class C Common Stock held by Hickey in the Predecessor Registrant were surrendered and cancelled for no consideration.
- Following these transactions, Hickey directly beneficially owns 10,287,828 shares of Class A Common Stock and indirectly owns 2,989,989 shares through Hickey Family Investments, L.P.
Sentiment
Score: 6
Explanation: The filing reports both sales (for tax purposes) and a significant acquisition of shares through a corporate reorganization. The net effect is a substantial increase in direct and indirect Class A Common Stock ownership, which is generally positive, but the sales, even if for tax, are a reduction in holdings.
Positives
- The acquisition of 12,267,681 Class A Common Stock shares (9,277,692 direct + 2,989,989 indirect) through the OpCo Unit Exchange significantly increases the Co-CEO's direct equity ownership in the publicly traded parent company.
- The sales of 777,705 shares were explicitly stated as non-discretionary 'sell to cover' transactions for tax withholding obligations, rather than a voluntary reduction in exposure.
Negatives
- The sale of 777,705 shares of Class A Common Stock, even if for tax purposes, represents a reduction in direct beneficial ownership.
- The Class C Common Stock held by the reporting person in the Predecessor Registrant was surrendered and cancelled for no consideration as part of the corporate reorganization.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Reorganization | Permian Resources Corporation (formerly PRC NewCo Inc) became the successor of Permian Resources Holdings Inc. (formerly Permian Resources Corporation) following a merger. This resulted in the Registrant becoming the parent and former security holders of the Predecessor Registrant owning identical economic interests in the Registrant. | 01/07/2026 | Streamlines corporate structure and consolidates economic interests under a new parent entity, potentially enhancing transparency and governance. |
| OpCo Unit Exchange | The reporting person contributed common units in Permian Resources Operating, LLC (OpCo) to the Registrant in exchange for newly issued shares of Class A Common Stock on a one-for-one basis. | 01/07/2026 | Converts limited liability company interests into direct equity ownership in the publicly traded parent company, aligning management's interests more directly with public shareholders. |
Related Party Transactions
- Indirect beneficial ownership of 2,989,989 Class A Common Stock shares held by Hickey Family Investments, L.P., an investment partnership controlled by the reporting person.
Stakeholder Impact
- Shareholders: The corporate reorganization and OpCo Unit Exchange clarify the ownership structure and consolidate economic interests, potentially simplifying the investment thesis for new and existing shareholders.
- Management: The Co-CEO's increased direct and indirect ownership of Class A Common Stock aligns his interests more closely with public shareholders, which can be viewed positively for corporate governance.
Key Dates
| Date | Description |
|---|---|
| 01/05/2026 | Sale of 309,980 Class A Common Stock shares by William M. Hickey III to cover tax withholding obligations. |
| 01/06/2026 | Sale of 467,725 Class A Common Stock shares by William M. Hickey III to cover tax withholding obligations. |
| 01/07/2026 | Effective date of corporate reorganization (Merger) and OpCo Unit Exchange, resulting in the acquisition of 12,267,681 Class A Common Stock shares. |
Keywords
Permian Resources, PR, Form 4, Insider Trading, Beneficial Ownership, Stock Transaction, Co-CEO, William M Hickey III, Corporate Reorganization, Merger, OpCo Unit Exchange, Class A Common Stock, Sell to Cover
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