Sec Form 4 Filing - Walter James H @ Permian Resources Corp - 2024-03-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Walter James H 2. Issuer Name and Ticker or Trading Symbol Permian Resources Corp [ PR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) C/O PERMIAN RESOURCES CORPORATION, 300 N. MARIENFELD ST., SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2024 (Street) MIDLAND, TX79701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/06/2024 C( 1 ) 4,000,000 A $ 0 ( 1 ) 4,000,000 D Class A Common Stock 03/06/2024 S( 2 ) 4,000,000 D $ 15.71 ( 2 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units ( 1 ) 03/06/2024 C 4,000,000 ( 1 ) ( 1 ) Class A Common Stock 4,000,000 ( 1 ) 9,052,692 D Common Units ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,989,989 2,989,989 I By Investment Partnership ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walter James H C/O PERMIAN RESOURCES CORPORATION 300 N. MARIENFELD ST., SUITE 1000 MIDLAND, TX79701 X Co-Chief Executive Officer Signatures /s/ Chad W. MacDonald, Attorney-in-fact 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the request of the reporting person, each Common Unit of Permian Resources Operating, LLC and a corresponding share of Class C common stock of the Issuer may be redeemed for newly-issued shares of Class A common stock of the Issuer on a one-for-one basis. The Common Units do not expire. ( 2 )These shares were sold pursuant to an underwriting agreement, dated March 4, 2024, among the Issuer, the selling stockholders and the underwriter named therein. The shares were sold at a public offering price of $15.76 per share, and the Reporting Person paid an underwriting discount and commission of $0.05 per share, resulting in a net price of $15.71 per share. ( 3 )2,989,989 Common Units, along with an equal number of corresponding shares of Class C common stock, are held directly by Bedford Family Partners, L.P., an investment partnership controlled by the reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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