--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-270505" form_type: "8-K" ticker: null cik: "0000010254" company_name: "EARTHSTONE ENERGY INC" filed_at: "2023-11-03T23:59:59+00:00" generated_at: "2026-06-08T21:50:36.270930+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Earthstone Energy completes acquisition by Permian Resources; shares converted at 1.446 ratio ## Summary - Each share of Earthstone Class A common stock converted into 1.446 shares of Permian Resources Class A common stock. - Earthstone Class A common stock delisted from NYSE; company intends to file Form 15 to suspend reporting obligations. - All directors and named executive officers resigned effective at closing; Earthstone Energy, LLC now managed by Permian Resources. - Credit agreement terminated and all outstanding obligations paid off in full; liens released. - Compensation committee approved transaction bonuses equal to 100% of annual base salary for CEO and other executives, paid at closing. ## SEC filing metadata - accession: 0001193125-23-270505 - form_type: 8-K - cik: 0000010254 - company_name: EARTHSTONE ENERGY INC - filed_at: 2023-11-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 2.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/d551345d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-270505 - JSON: https://secwatch.observer/filing/0001193125-23-270505.json - Plain text: https://secwatch.observer/filing/0001193125-23-270505.txt ## Key facts - Executive change Frost W. Cochran resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Timothy D. Merrifield departed as Executive Vice President, Geology and Geophysics at EARTHSTONE ENERGY INC. - Action: ceased - Role: Executive Vice President, Geology and Geophysics source text: Timothy D. Merrifield ceased to serve as Executive Vice President, Geology and Geophysics of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Zachary G. Urban resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Frank A. Lodzinski resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Phillip D. Kramer resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change David S. Habachy resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Jay F. Joliat resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Robert L. Zorich resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Douglas E. Swanson, Jr. resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Tony Oviedo departed as Executive Vice President, Accounting and Administration at EARTHSTONE ENERGY INC. - Action: ceased - Role: Executive Vice President, Accounting and Administration source text: Tony Oviedo ceased to serve as Executive Vice President, Accounting and Administration of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Brad A. Thielemann resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Robert J. Anderson resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Ray Singleton resigned as director at EARTHSTONE ENERGY INC. - Action: resigned - Role: director source text: Robert J. Anderson, Frank A. Lodzinski, Frost W. Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Ray Singleton, Douglas E. Swanson, Jr., Brad A. Thielemann, Zachary G. Urban and Robert L. Zorich, such members compromising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Steven C. Collins departed as Executive Vice President, Chief Operations Officer at EARTHSTONE ENERGY INC. - Action: ceased - Role: Executive Vice President, Chief Operations Officer source text: Steven C. Collins ceased to serve as Executive Vice President, Chief Operations Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Robert J. Anderson departed as President and Chief Executive Officer at EARTHSTONE ENERGY INC. - Action: ceased - Role: President and Chief Executive Officer source text: Robert J. Anderson ceased to serve as the President and Chief Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Executive change Mark Lumpkin, Jr. departed as Executive Vice President and Chief Financial Officer at EARTHSTONE ENERGY INC. - Action: ceased - Role: Executive Vice President and Chief Financial Officer source text: Mark Lumpkin, Jr. ceased to serve as the Executive Vice President and Chief Financial Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Governance Changes EARTHSTONE ENERGY INC: The limited liability company agreement of Earthstone Energy, LLC was amended and restated on November 1, 2023 in connection with the merger (effective 2023-11-01). - Change: bylaw amendment - Effective: 2023-11-01 source text: In connection with the consummation of the Mergers, on November 1, 2023, the certificate of formation and limited liability company agreement of Merger Sub II as in effect immediately prior to the effective time of the Subsequent Company Merger, as set forth in Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, became the certificate of formation and limited liability company agreement (the “Original LLC Agreement”) of the Surviving Company. On November 1, 2023, the Original LLC Agreement was amended and restated by the Amended and Restated Limited Liability Company Agreement of Earthstone Energy, LLC. evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - M&A Transactions EARTHSTONE ENERGY INC underwent a change of control involving Permian Resources Corporation for 1.446 shares of Permian Resources Class A common stock per share of Earthstone Class A Common Stock (closed 2023-11-01). - Action: change of control - Counterparty: Permian Resources Corporation - Consideration: 1.446 shares of Permian Resources Class A common stock per share of Earthstone Class A Common Stock - Closing: 2023-11-01 source text: ously announced, on August 21, 2023, Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“EEH”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Permian Resources Corporation, a Delaware corporation (“Permian Resources”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Permian Resources (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources (Merger Sub II”), and Permian Resources Operating, LLC, a Delaware limited liability company (“Permian OpCo”). evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm - Material Agreements EARTHSTONE ENERGY INC terminated Credit Agreement with Wells Fargo Bank, National Association (effective 2023-11-01). - Action: termination - Agreement: credit facility - Counterparty: Wells Fargo Bank, National Association - Effective: 2023-11-01 source text: on November 1, 2023, EEH, at the direction of the Company, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit under that certain Credit Agreement, dated as of November 21, 2019, by and among EEH, as Borrower, the Company, as Parent, Wells Fargo Bank, National Association, as administrative agent and issuer of letters of credit thereunder, the lenders from time to time party thereto and the documentation agents party thereto (as amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000119312523270505/0001193125-23-270505-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.