SCHEDULE: Riverstone Reduces Permian Resources Stake to 0.2%

Riverstone Parties sold over 40 million shares of Permian Resources Class A Common Stock for $13.46 per share, reducing their beneficial ownership to 0.2%.

Summary

• Riverstone Parties, including Silver Run Sponsor, LLC, sold an aggregate of 40,332,991 shares of Permian Resources Corp Class A Common Stock.
• The shares were sold at a price of $13.46 per share in an offering that closed on September 16, 2025.
• Following the sale, the reporting persons, including Silver Run Sponsor, LLC, Riverstone Holdings LLC, and key individuals, beneficially own 1,263,978 shares, representing 0.2% of the outstanding Class A Common Stock.
• The Riverstone Parties have ceased to be beneficial owners of more than five percent of the outstanding Class A Common Stock as of September 16, 2025.
• A 45-day lock-up agreement is in place, restricting further sales by the Riverstone Parties without underwriter consent.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large institutional sale could be seen negatively, it's a secondary offering providing liquidity to a long-term investor, not a reflection of company performance or a primary capital raise. The company itself is not raising capital.

Positives

• The offering provided significant liquidity for the selling Riverstone Parties.
• The transaction was executed with major underwriters (Morgan Stanley, Citigroup, Goldman Sachs), indicating market confidence in the offering's execution and pricing.

Negatives

• A significant reduction in stake by a major institutional investor like Riverstone could be perceived as a decrease in long-term confidence in Permian Resources.
• The sale of over 40 million shares could exert downward pressure on the stock price in the short term due to increased supply in the market.

Risks

• The 45-day lock-up period restricts the Riverstone Parties from further sales, but after this period, additional sales could occur, potentially impacting share price.

Future Outlook

The Riverstone Parties are subject to a 45-day lock-up period following the final prospectus filing, restricting them from further sales of Class A Common Stock or related securities without underwriter consent.

Industry Context

This filing reflects a significant institutional investor's decision to reduce its stake in an E&P company operating in the Permian Basin. While specific to Riverstone's portfolio management, such large-scale divestments can sometimes signal shifts in investor sentiment towards particular companies or the broader energy sector, though in this case, it appears to be a portfolio rebalancing by a long-term holder.

Related Party Transactions

• The sale of 40,332,991 shares by the Riverstone Parties, who were significant shareholders, to underwriters constitutes a related party transaction in the context of their prior beneficial ownership and influence.

Stakeholder Impact

• Shareholders: Existing shareholders may experience short-term price volatility due to the large block sale. New investors acquired shares at $13.46.
• Riverstone Parties: Gained significant liquidity from the sale of their shares.
• Permian Resources Corp: No direct capital was raised by the company, but the transaction impacts its shareholder base and potentially its stock's trading dynamics.

Next Steps

• The 45-day lock-up period for the Riverstone Parties will expire, after which they will be free to sell additional shares, subject to market conditions and regulatory requirements.

Key Dates

Recommendation

This filing details a significant secondary offering by a major institutional investor, Riverstone, reducing its stake in Permian Resources. While the sale of over 40 million shares could create short-term selling pressure, it's a portfolio rebalancing event for Riverstone rather than a direct reflection of Permian Resources' operational performance or future prospects. The company itself did not raise capital. Investors should 'hold' and monitor the company's fundamental performance and broader industry trends, as this specific transaction does not inherently alter the company's intrinsic value or operational outlook, but rather its shareholder structure.

Keywords

Permian Resources, Riverstone, SEC Filing, Schedule 13D, Stock Sale, Institutional Investor, Oil and Gas, Energy, Common Stock, Shareholder Update