S-8

As filed with the Securities and Exchange Commission on June 1, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-8

REGISTRATION STATEMENT

under the Securities Act of 1933

___________________

PERMIAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Delaware	300 N. Marienfeld St., Suite 1000 Midland, TX 79701	47-5381253
(State or other jurisdiction of incorporation)	(Address, Including Zip Code, of Registrant's of Principal Executive Offices)	(I.R.S. Employer Identification No.)

PERMIAN RESOURCES CORPORATION 2023 LONG TERM INCENTIVE PLAN

(Full title of plan)

John C. Bell

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

(432) 695-4222

(Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

John M. Greer

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546-5400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☒	☐	☐	☐	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement (the “Registration Statement”) of Permian Resources Corporation (the “Registrant,” “we,” “us” and “our”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register additional shares of the Registrant’s Class A Common Stock, par value $0.0001 per share (“Common Stock”), under the Permian Resources Corporation 2023 Long Term Incentive Plan (the “2023 Plan”). On April 7, 2023, the Board of Directors of the Registrant approved the 2023 Plan, subject to the approval of the Registrant’s stockholders.On May 23, 2023, the Registrant’s stockholders approved the 2023 Plan.The 2023 Plan is an equity incentive plan that replaced the Centennial Resource Development, Inc. 2016 Long-Term Incentive Plan (the “Prior Plan”), and, among other things, increased the number of shares of Common Stock issuable under the Prior Plan by 25,000,000 shares. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2016 (Registration No. 333-215119), on May 15, 2019 (Registration No. 333-231514), on May 29, 2020 (Registration No. 333-238798) and on April 29, 2022 (Registration No. 333-264599).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference herein:

a.The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on February 24, 2023 (File No. 001-37697);

b.The Registrant’s Current Reports on Form 8-K filed with the Commission on March 2, 2023, March 10, 2023, April 28, 2023, and May 24, 2023; and

c.The description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on September 8, 2022, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents, except as to any portion of any Current Report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this registration statement.

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Item 8.    Exhibits.

Exhibit No.	Description
3.1	Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2022).
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2019).
5.1*	Opinion of Latham & Watkins LLP as to the legality of the securities being registered.
10.1	Permian Resources Corporation 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023).
23.1*	Consent of KPMG LLP.
23.2*	Consent of Netherland, Sewell & Associates, Inc.
23.3*	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of this Registration Statement).
107*	Filing Fee Table.

___________________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on the 23rd day of May 2023.

PERMIAN RESOURCES CORPORATION
By:	/s/ GUY M. OLIPHINT
	Guy M. Oliphint Executive Vice President and Chief Financial Officer

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POWER OF ATTORNEY

Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints James H. Walter, William M. Hickey III, John C. Bell and Chad W. MacDonald, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ WILLIAM M. HICKEY III	Co-Chief Executive Officer and Director (Principal Executive Officer)	May 23, 2023
William M. Hickey III
/s/ JAMES H. WALTER	Co-Chief Executive Officer and Director (Principal Executive Officer)	May 23, 2023
James H. Walter
/s/ GUY M. OLIPHINT	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 23, 2023
Guy M. Oliphint
/s/ BRENT P. JENSEN	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 23, 2023
Brent P. Jensen
/s/ ROBERT M. TICHIO	Director	May 23, 2023
Robert M. Tichio
/s/ WILLIAM J. QUINN	Director	May 23, 2023
William J. Quinn
/s/ ARON MARQUEZ	Director	May 23, 2023
Aron Marquez
/s/ STEVEN D. GRAY	Chairman and Director	May 23, 2023
Steven D. Gray
/s/ KARAN E. EVES	Director	May 23, 2023
Karan E. Eves
/s/ MAIRE A. BALDWIN	Director	May 23, 2023
Maire A. Baldwin
/s/ MATTHEW G. HYDE	Director	May 23, 2023
Matthew G. Hyde
/s/ JEFFREY H. TEPPER	Director	May 23, 2023
Jeffrey H. Tepper

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EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Permian Resources Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rate	Amount Registered(1)(2)	Proposed Maximum Offering Price Per Share(3)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock, par value $0.0001 per share	Other	25,000,000	$9.39	$234,750,000	.0001102	$25,869.45
Total Offering Amounts					$234,750,000		$25,869.45
Total Fee Offsets							—
Net Fee Due							$25,869.45

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall be deemed to cover any additional shares of Class A Common Stock, par value $0.0001 per share, of the Registrant (“Common Stock”) that may from time to time be offered or issued pursuant to the Permian Resources Corporation 2023 Long Term Incentive Plan, as amended or restated from time to time (the “Plan”) by reason of stock splits, stock dividends or similar transactions.
(2)	Consists of shares of Common Stock issuable under the terms of the Plan.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act based on the average of the high and low prices of the Common Stock reported on the New York Stock Exchange Capital Market on May 30, 2023.

EX-5.1

EXHIBIT 5.1

	811 Main Street, Suite 3700
	Houston, TX 77002
	Tel: +1.713.546.5400 Fax: +1.713.546.5401
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
June 1, 2023	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Shanghai
Permian Resources Corporation	Hong Kong	Silicon Valley
300 N. Marienfeld Street, Suite 1000	Houston	Singapore
Midland, Texas 79701	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.

Re:    Registration Statement on Form S-8; 25,000,000 shares of Class A Common Stock, par value $0.0001 per share, of Permian Resources Corporation

To the addressees set forth above:

We have acted as special counsel to Permian Resources Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 25,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Shares”), issuable under the Permian Resources Corporation 2023 Long Term Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (“DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 24, 2023, with respect to the consolidated financial statements of Permian Resources Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Denver, Colorado

June 1, 2023

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the inclusion in the Registration Statement on the Form S-8 of Permian Resources Corporation (the "Registration Statement") of our report dated January 30, 2023, with respect to estimates of oil and gas reserves and future revenue to the Permian Resources Corporation interest, as of December 31, 2022, and of our reports dated January 25, 2022, and January 26, 2021, with respect to estimates of oil and gas reserves and future revenue to the Centennial Resource Production, LLC interest as of December 31, 2021 and 2020, respectively, and the information contained therein. We hereby further consent to all references to our firm and such reports included in the Registration Statement.

    NETHERLAND, SEWELL & ASSOCIATES, INC.

By:	/s/ Richard B. Talley, Jr.
	Richard B. Talley, Jr., P.E.
	Chief Executive Officer

Houston, Texas

June 1, 2023