Permian Resources Corp (PR): M&A transaction — Permian Resources completes holding company reorganization under new parent, trading continues as PR

Effective as of immediately following the completion of the Merger on January 7, 2026, and in accordance with the Master Reorganization Agreement, the Company changed the corporate name of the Company from “PRC NewCo Inc” to “Permian Resources Corporation” and has amended and restated its certificate of incorporation to reflect such name change.

Upon consummation of the Reorganization, the Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate of Incorporation”) and the Amended and Restated Bylaws of the Company were the same as the certificate of incorporation and the bylaws of Old PR immediately prior to consummation of the Reorganization, respectively, other than certain technical changes permitted by Section 251(g) of the DGCL.

Following the implementation of the Reorganization, Old PR became a wholly owned subsidiary of a new holding company, PRC NewCo Inc, a Delaware corporation (the "Company"), which replaced Old PR as the public company trading on The New York Stock Exchange (the "NYSE") under the ticker symbol "PR."

On January 7, 2026, in connection with the Reorganization, the members of Opco entered into the Eighth Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC (the “A&R Opco LLC Agreement”), to reflect, among other things, that (i) the Company is the managing member of Opco, (ii) the Company replaces Old PR in such limited liability company agreement as the relevant publicly listed parent company and (iii) the continuing holders of Opco Units continue to have the redemption rights with respect to their Opco Units (together with a corresponding number of shares of Class C Common Stock) as set forth in such limited liability company agreement, except that Opco Units are instead redeemable for shares of Class A Common Stock.

On January 7, 2026, the Company entered into a second amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) with Old PR and certain stockholders identified on the signature pages thereto.