SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Permian Resources Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
71424F105
(CUSIP Number)
03/03/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
71424F105
1
Names of Reporting Persons
Bold Energy Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,102,746.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,102,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.35 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 5, 6, 8 and 9. Bold Energy Holdings, LLC, a Texas limited liability company ("Bold"), directly holds 11,102,746 shares of Class C common stock, $0.0001 par value per share ("Class C Common Stock"), of Permian Resources Corporation, a Delaware corporation (the "Permian"), and an equivalent number of common units representing limited liability company interests ("OpCo Units") in Permian Resources Operating, LLC ("OpCo"). Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo entered into in connection with the Closing (as defined below) (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock" and, each of the Class A Common Stock and Class C Common Stock, "Common Stock"), of Permian or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian. The Class A Common Stock, Class C Common Stock and OpCo Units are collectively referred to herein as "Securities." Pursuant to a Voting Trustee Agreement, dated as of November 1, 2023 (the "Voting Trustee Agreement"), with respect to all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof), Bold (a) irrevocably transferred and assigned all voting rights and responsibilities associated with such shares to U.S. Bank Trust Company, National Association, as the voting trustee (the "Voting Trustee"), and (b) granted the Voting Trustee an irrevocable proxy with respect to any matters submitted to a vote of the holders of shares of Common Stock under Permian's organizational documents. Therefore, the Voting Trustee, pursuant to the Voting Trustee Agreement, may be deemed to have the sole right to direct the voting of all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof). EnCap Energy Capital Fund IX, L.P., a Texas limited partnership ("EnCap Fund IX") and EnCap Partners GP, LLC, a Delaware limited liability company ("EnCap Partners GP"), through their indirect ownership of Bold, may each be deemed to share the right to direct the disposition of all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof). Bold disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose.
Row 11. This calculation is based on an assumed combined total of 823,116,182 shares of Class A Common Stock, which consists of (a) 812,013,436 shares of Class A Common Stock outstanding as of February 20, 2026, as reported by Permian in its Form 10-K (the "Form 10-K") filed with the Securities and Exchange Commission (the "Commission") on February 26, 2026 and (b) 11,102,746 shares of Class C Common Stock directly held by Bold as of March 3, 2026 (along with an equivalent number of OpCo Units, but no other shares of Class C Common Stock or OpCo Units) that are assumed to be exchanged for newly issued shares of Class A Common Stock on a one-for-one basis. There were a total of 24,247,985 shares of Class C Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K.
SCHEDULE 13G
CUSIP No.
71424F105
1
Names of Reporting Persons
EnCap Energy Capital Fund VIII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
71424F105
1
Names of Reporting Persons
EnCap Energy Capital Fund IX, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,102,746.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,102,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.35 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 5, 6, 8 and 9. EnCap Fund IX owns 100% of the membership interests of Bold. Bold directly holds 11,102,746 shares of Class C Common Stock and an equivalent number of OpCo Units, which together are exchangeable for shares of Class A Common Stock. Pursuant to the Voting Trustee Agreement, with respect to all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof), Bold (a) irrevocably transferred and assigned all voting rights and responsibilities associated with such shares to the Voting Trustee and (b) granted the Voting Trustee an irrevocable proxy with respect to any matters submitted to a vote of the holders of shares of Common Stock under Permian's organizational documents. Therefore, the Voting Trustee, pursuant to the Voting Trustee Agreement, may be deemed to have the sole right to direct the voting of all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof). EnCap Fund IX, through its direct ownership of Bold, may be deemed to share the right to direct the disposition of all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof). EnCap Fund IX disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(g) of the Exchange Act or any other purpose.
Row 11. This calculation is based on an assumed combined total of 823,116,182 shares of Class A Common Stock, which consists of (a) 812,013,436 shares of Class A Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K and (b) 11,102,746 shares of Class C Common Stock directly held by Bold as of March 3, 2026 (along with an equivalent number of OpCo Units, but no other shares of Class C Common Stock or OpCo Units) that are assumed to be exchanged for newly issued shares of Class A Common Stock on a one-for-one basis. There were a total of 24,247,985 shares of Class C Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K.
SCHEDULE 13G
CUSIP No.
71424F105
1
Names of Reporting Persons
EnCap Energy Capital Fund XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,480,476.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,480,476.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.80 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 5, 6, 8 and 9. EnCap Energy Capital Fund XI, L.P., a Texas limited partnership ("EnCap Fund XI"), directly holds 6,480,476 shares of Class A Common Stock. Pursuant to the Voting Trustee Agreement, with respect to all of the reported shares of Class A Common Stock directly held by EnCap Fund XI, EnCap Fund XI (a) irrevocably transferred and assigned all voting rights and responsibilities associated with such shares to the Voting Trustee and (b) granted the Voting Trustee an irrevocable proxy with respect to any matters submitted to a vote of the holders of shares of Common Stock under Permian's organizational documents. Therefore, the Voting Trustee, pursuant to the Voting Trustee Agreement, may be deemed to have the sole right to direct the voting of all of the reported shares of Class A Common Stock directly held by EnCap Fund XI. EnCap Partners GP, through its indirect ownership of EnCap Fund XI, may be deemed to share the right to direct the disposition of all of the reported shares of Class A Common Stock directly held by EnCap Fund XI. EnCap Fund XI disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(g) of the Exchange Act or any other purpose.
Row 11. This calculation is based on 812,013,436 shares of Class A Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K.
SCHEDULE 13G
CUSIP No.
71424F105
1
Names of Reporting Persons
EnCap Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,583,222.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,583,222.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.14 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 5, 6, 8 and 9. EnCap Partners GP is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments"), which is the general partner of EnCap Equity Fund VIII GP, L.P. and EnCap Equity Fund IX GP, L.P., each of which are the general partners of EnCap Fund VIII, L.P., a Texas limited partnership ("EnCap Fund VIII") and EnCap Fund IX, respectively. EnCap Fund IX owns 100% of the membership interests of Bold. EnCap Investments is also the sole member of EnCap Equity Fund XI GP, LLC, which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Fund XI (together with EnCap Fund VIII and EnCap Fund IX, the "EnCap Funds"). Pursuant to the Voting Trustee Agreement, with respect to all of the reported shares of Common Stock directly held by Bold and each of the EnCap Funds, Bold and the EnCap Funds (a) irrevocably transferred and assigned all voting rights and responsibilities associated with such shares to the Voting Trustee and (b) granted the Voting Trustee irrevocable proxies with respect to any matters submitted to a vote of the holders of shares of Common Stock under Permian's organizational documents. Therefore, (i) the Voting Trustee, pursuant to Voting Trustee Agreement, may be deemed to have the sole right to direct the voting of all of the reported shares of Common Stock directly held by Bold and the EnCap Funds and (ii) EnCap Partners GP, through its indirect ownership of Bold and the EnCap Funds, may be deemed to share the right to direct the disposition of all such shares. EnCap Partners GP disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(g) of the Exchange Act or any other purpose.
Row 11. This calculation is based on an assumed combined total of 823,116,182 shares of Class A Common Stock, which consists of (a) 812,013,436 shares of Class A Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K and (b) 11,102,746 shares of Class C Common Stock directly held by Bold as of March 3, 2026 (along with an equivalent number of OpCo Units, but no other shares of Class C Common Stock or OpCo Units) that are assumed to be exchanged for newly issued shares of Class A Common Stock on a one-for-one basis. There were a total of 24,247,985 shares of Class C Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K.
SCHEDULE 13G
CUSIP No.
71424F105
1
Names of Reporting Persons
U.S. Bank Trust Company, National Association
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,583,222.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,583,222.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.14 %
12
Type of Reporting Person (See Instructions)
BK
Comment for Type of Reporting Person: Row 5, 6 and 9. Includes (a) 11,102,746 shares of Class C Common Stock directly held by Bold and (b) 6,480,476 shares of Class A Common Stock directly held by EnCap Fund XI. Pursuant to the Voting Trustee Agreement, with respect to all of the reported shares of Common Stock directly held by Bold and each of the EnCap Funds, Bold and the EnCap Funds (a) irrevocably transferred and assigned all voting rights and responsibilities associated with such shares to the Voting Trustee and (b) granted the Voting Trustee irrevocable proxies with respect to any matters submitted to a vote of the holders of shares of Common Stock under Permian's organizational documents. Therefore, the Voting Trustee, pursuant to Voting Trustee Agreement, may be deemed to have the sole right to direct the voting of all of the reported shares of Common Stock directly held by Bold and the EnCap Funds. The Voting Trustee disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(g) of the Exchange Act or any other purpose.
Row 11. This calculation is based on an assumed combined total of 823,116,182 shares of Class A Common Stock, which consists of (a) 812,013,436 shares of Class A Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K and (b) 11,102,746 shares of Class C Common Stock directly held by Bold as of March 3, 2026 (along with an equivalent number of OpCo Units, but no other shares of Class C Common Stock or OpCo Units) that are assumed to be exchanged for newly issued shares of Class A Common Stock on a one-for-one basis. There were a total of 24,247,985 shares of Class C Common Stock outstanding as of February 20, 2026, as reported by Permian in the Form 10-K.
Explanatory Note
This Amendment No. 2 amends and supplements the Schedule 13G filed with the Securities and Exchange Commission on November 3, 2023, as amended and supplemented by Amendment No. 1 filed with the Securities and Exchange Commission on February 13, 2024 (the "Prior Schedule 13G"). Only those items that are hereby reported are amended; all other items reported in the Prior Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Permian Resources Corporation
(b)
Address of issuer's principal executive offices:
300 N. Marienfeld St, Suite 1000, Midland, Texas, 79701.
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
(b)
Percent of class:
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Bold Energy Holdings, LLC
Signature:
EnCap Energy Capital Fund IX, L.P.
Name/Title:
Sole Member
Date:
03/05/2026
Signature:
EnCap Equity Fund IX GP, L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments GP, L.L.C.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
/s/ Douglas E. Swanson, Jr.
Name/Title:
Managing Director
Date:
03/05/2026
EnCap Energy Capital Fund VIII, L.P.
Signature:
EnCap Equity Fund VIII GP, L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments GP, L.L.C.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
/s/ Douglas E. Swanson, Jr.
Name/Title:
Managing Director
Date:
03/05/2026
EnCap Energy Capital Fund IX, L.P.
Signature:
EnCap Equity Fund IX GP, L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments GP, L.L.C.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
/s/ Douglas E. Swanson, Jr.
Name/Title:
Managing Director
Date:
03/05/2026
EnCap Energy Capital Fund XI, L.P.
Signature:
EnCap Equity Fund XI GP, L.P.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Equity Fund XI GP, LLC
Name/Title:
General Partner
Date:
03/05/2026
Signature:
EnCap Investments L.P.
Name/Title:
Sole Member
Date:
03/05/2026
Signature:
EnCap Investments GP, L.L.C.
Name/Title:
General Partner
Date:
03/05/2026
Signature:
/s/ Douglas E. Swanson, Jr.
Name/Title:
Managing Director
Date:
03/05/2026
EnCap Partners GP, LLC
Signature:
/s/ Douglas E. Swanson, Jr.
Name/Title:
Managing Director
Date:
03/05/2026
U.S. Bank Trust Company, National Association
Signature:
/s/ Quinton M. DePompolo
Name/Title:
Quinton M. DePompolo, Vice President
Date:
03/05/2026
Comments accompanying signature: As Voting Trustee