ASSETS

Current assets

Cash and cash equivalents

Accounts receivable, net

Derivative instruments

Prepaid and other current assets

Total current assets

Property and Equipment

Oil and natural gas properties, successful efforts method

Unproved properties

Proved properties

Accumulated depreciation, depletion and amortization

Total oil and natural gas properties, net

Other property and equipment, net

Total property and equipment, net

Noncurrent assets

Operating lease right-of-use assets

Other noncurrent assets

TOTAL ASSETS

LIABILITIES AND EQUITY

Current liabilities

Accounts payable and accrued expenses

Operating lease liabilities

Derivative instruments

Other current liabilities

Total current liabilities

Noncurrent liabilities

Long-term debt, net

Asset retirement obligations

Deferred income taxes

Operating lease liabilities

Other noncurrent liabilities

Total liabilities

Shareholders’ equity

Common stock

Class A

Class C

Class B

Additional paid-in capital

Retained earnings (accumulated deficit)

Total shareholders’ equity

Noncontrolling interest

Total equity

TOTAL LIABILITIES AND EQUITY

Operating revenues

Oil and gas sales

Operating expenses

Lease operating expenses

Severance and ad valorem taxes

Gathering, processing and transportation expenses

Depreciation, depletion, and amortization

General and administrative expenses

Merger and integration expense

Impairment and abandonment expense

Exploration and other expenses

Total operating expenses

Net gain (loss) on sale of long-lived assets

Income (loss) from operations

Other income (expense)

Interest expense

Net gain (loss) on derivative instruments

Other income (expense)

Total other income (expense)

Income (loss) before income taxes

Income tax (expense) benefit

Net income (loss)

Less: Net (income) loss attributable to noncontrolling interest

Net income (loss) attributable to Class A common stock

Income (loss) per share of Class A common stock:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

Operating revenues

Oil and gas sales

Operating expenses

Lease operating expenses

Severance and ad valorem taxes

Gathering, processing and transportation expenses

Depreciation, depletion and amortization

General and administrative expenses

Merger and integration expense

Impairment and abandonment expense

Exploration and other expenses

Total operating expenses

Net gain (loss) on sale of long-lived assets

Income (loss) from operations

Other income (expense)

Interest expense

Net gain (loss) on derivative instruments

Other income (expense)

Total other income (expense)

Income (loss) before income taxes

Income tax (expense) benefit

Net income (loss)

Less: Net (income) loss attributable to noncontrolling interest

Net income (loss) attributable to Class A common stock

Income (loss) per share of Class A common stock:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

changes in the estimated fair value of the identifiable assets acquired and liabilities assumed as of the closing date, which could result from changes in future oil and gas commodity prices, reserve estimates, discount rates, cost assumptions and other factors; and/or

changes to the acquired tax bases of Earthstone’s assets and liabilities as of the closing date.

Consideration:

Shares of Earthstone Class A common stock issued and outstanding

Shares of Earthstone Class B common stock issued and outstanding⁽¹⁾

Total shares of Earthstone common stock issued and outstanding to be exchanged⁽²⁾

Exchange Ratio

Shares of Permian Resources Class A common stock to be issued as merger consideration

Shares of Permian Resources Class C common stock to be issued as merger consideration⁽¹⁾

Total Shares of Permian Resources common stock to be issued as merger consideration

Permian Resources Class A common stock price on November 1, 2023

Total Consideration

Cash and cash equivalents

Accounts receivable, net

Prepaid and other current assets

Derivative instruments

Leases

Unproved oil and natural gas properties

Proved oil and natural gas properties

Other property and equipment

Total assets acquired

Accounts payable and accrued expenses

Derivative instruments

Long-term debt, net

Asset retirement obligations

Deferred income taxes

Leases

Other liabilities, net

Total liabilities assumed

Net assets acquired

Each share of Earthstone’s Class B common stock was converted into Permian Resources Class C common stock (with the underlying Earthstone OpCo Units also being converted into a number of Permian Resource OpCo Units equal to the Exchange Ratio), which collectively represent a noncontrolling interest in the Company.

Represents shares of Earthstone common stock issued and outstanding as of October 31, 2023, which includes Earthstone’s unvested restricted and performance stock units that were fully vested and converted into the right to receive shares of Permian Resources Class A common stock (as included in merger consideration) upon closing of the Merger.

Certain reclassifications have been made to adjust and conform Earthstone’s historical financial information to Permian Resources’ financial statement classification as follows:

reclassification of $6.3 million from land and to other property and equipment, net;

reclassification of $0.5 million from noncurrent derivative asset to other noncurrent assets;

reclassification of $7.7 million from advances and finance lease liabilities to other current liabilities;

reclassification of $9.2 million from derivative liabilities and finance lease liabilities to other noncurrent liabilities; and

reclassification of $79.8 million for the nine months ended September 30, 2023, and $67.7 million for the year ended December 31, 2022 from lease operating expenses to gathering, processing and transportation expense.

Represents pro forma adjustments related to Earthstone’s Novo Transactions, that were determined to be significant to the pro forma combined financial statements. Refer to Note 5 below for further information on these transactions.

Reflects pro forma adjustments made to reduce cash and cash equivalents by $228.3 million to reflect the usage of such amounts to pay down borrowings outstanding under Earthstone’s credit facility that was assumed as a part of the Merger.

Reflects the preliminary purchase price allocation to adjust Earthstone’s assets acquired and liabilities assumed to their estimated fair values as follows:

an increase in unproved oil and natural gas properties of $351.1 million and a decrease in proved oil and natural gas properties of $762.7 million to reflect their estimated fair values;

the elimination of Earthstone’s historical accumulated depreciation, depletion, and amortization (“DD&A”) balance of $955.4 million;

reduction to other noncurrent assets of $18.9 million to eliminate historical unamortized debt issuance costs related to Earthstone’s credit facility;

an increase of $88.1 million to long-term debt to reflect Earthstone’s outstanding senior notes at their estimated fair value;

an increase of $27.4 million to reflect the asset retirement obligations assumed at their estimated fair value; and

the elimination of Earthstone’s historical shareholders’ equity and noncontrolling interest balance in accordance with the acquisition method of accounting.

For the year ended December 31, 2022, reflects estimated nonrecurring transaction costs of approximately $128.4 million related to the Merger that are expected to be incurred for advisory, legal, accounting and other professional fees, estimated severance costs, employee retention costs and other transaction related fees. As of September 30, 2023, $9.7 million in transaction costs had been incurred related to the Merger and were thereby included in the historical financial statements of Permian Resources. Therefore, with respect to the pro forma balance sheet as of September 30, 2023, $118.7 million of estimated transaction costs were incrementally reflected as an increase to accounts payable and accrued expenses, with a corresponding decrease to retained earnings. However, the $9.7 million of actual transaction costs incurred were eliminated from the combined statement of operations for the nine months ended September 30, 2023, to give effect to the Merger as if it had been completed on January 1, 2022.

Reflects pro forma adjustments for Earthstone’s outstanding restricted stock awards and performance stock units that, upon closing of the Merger were fully vested and converted into Permian Resources Class A common stock (as included in merger consideration), as follows:

the removal of a portion of Earthstone’s current and noncurrent liabilities for performance stock units that were classified as liability based awards but which were settled in Permian Resources Class A common stock;

a decrease in general and administrative expenses (“G&A”) of $27.0 million for the nine months ended September 30, 2023 as stock-based compensation expense for these Earthstone awards would not be recognized during this period assuming the Merger closed on January 1, 2022; and

an increase in G&A of $54.0 million for the year ended December 31, 2022 to recognize additional stock based compensation expense for the accelerated vesting of these Earthstone awards assuming the Merger closed on January 1, 2022.

Reflects the issuance of 161.0 million shares of Permian Resources Class A common stock and 49.5 million shares of Permian Resources Class C common stock (including underlying Permian Resources OpCo Units) to Earthstone’s stockholders as purchase consideration from Permian Resources to effect the Merger. The issuance of Permian Resources Class A common stock resulted in an increase to additional paid in capital and the issuance of Permian Resources Class C common stock resulted in an increase to the noncontrolling interest. Following these issuances, the noncontrolling interest ownership of Permian Resources OpCo is estimated to be 34%.

Reflects pro forma DD&A expense calculated in accordance with the successful efforts method of accounting for oil and gas properties utilizing the combined company’s production, combined company’s estimated proved reserves, and the preliminary estimated fair value ascribed to the oil and natural gas properties acquired in the Merger as follows:

a decrease in DD&A expense of $46.0 million in the pro forma combined statement of operations for the nine months ended September 30, 2023 consisting of (i) the elimination of $345.8 million of Earthstone’s historical DD&A expense, (ii) the elimination of $51.7 million of Novo’s historical DD&A expense, and (iii) pro forma incremental DD&A expense for the combined companies of $351.5 million for the first nine months of 2023; and

a decrease in DD&A expense of $40.0 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $304.5 million of Earthstone’s historical DD&A expense, (ii) the elimination of $65.3 million of Novo’s historical DD&A expense, and (iii) pro forma incremental DD&A expense for the combined companies of $329.8 million for the year ended December 31, 2022.

Reflects the elimination of Earthstone and Novo’s historical gains on sale of long-lived assets and related transaction costs, which would not have been incurred giving effect to the Merger as if it had been completed on January 1, 2022.

Reflects pro forma interest expense resulting from (i) giving effect to Earthstone’s senior notes assumed by Permian Resources in connection with the Merger, as if these notes had been in place and outstanding as of January 1, 2022, (ii) the assumption of Earthstone’s borrowings outstanding under its existing credit facility, and (iii) the adjustment to debt premium amortization to reflect Earthstone’s senior notes at fair value as of the assumed January 1, 2022 closing date of the Merger, which in the aggregate resulted in the following adjustments:

an increase in interest expense of $2.6 million in the pro forma combined statement of operations for the nine months ended September 30, 2023 consisting of (i) the elimination of $84.3 million of Earthstone’s historical interest expense, (ii) pro forma interest expense of $64.3 million for Earthstone’s assumed senior notes, as if

these notes had been outstanding since January 1, 2022 incorporating debt premium amortization based on the notes’ fair value as of the assumed January 1, 2022 closing date of the Merger, (iii) pro forma interest expense of $25.2 million for additional borrowings under the credit facility, and (iv) the elimination of $2.6 million of Permian Resources’ interest expense related to a commitment fee that would have been expensed on January 1, 2022 given the assumed date of the Merger; and

an increase in interest expense of $47.1 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $66.8 million of Earthstone’s historical interest expense, (ii) pro forma interest expense of $86.0 million for Earthstone’s assumed senior notes, as if these notes had been outstanding since January 1, 2022, incorporating debt premium amortization based on the notes’ fair value as of the assumed January 1, 2022 closing date of the Merger, (iii) pro forma interest expense of $23.2 million for additional borrowings under the credit facility, and (iv) pro forma interest expense of $4.7 million related to a commitment fee paid by Permian Resources in conjunction with the Merger.

Reflects the income tax effects of the transaction accounting adjustments and Earthstone’s Novo Transactions pro forma adjustments, where presented (which have been reduced by the corresponding net income attributable to noncontrolling interest that is not taxable to the c-corporation) at the statutory tax rate of 22.4%, for the year ended December 31, 2022 and nine months ended September 30, 2023. The blended tax rate of 22.4% is calculated at the federal statutory rate of 21% plus the Company’s state-apportioned statutory rate, net of federal benefit, of 1.4%.

Reflects net income attributable to noncontrolling interest owners discussed in item (g) above, which is not subject to U.S. federal or state income tax within the c-corporation.

Reflects the adjustment to basic and diluted weighted average shares outstanding to reflect the issuance of Permian Resources common stock issued for merger consideration as if it was issued and outstanding as of January 1, 2022. The effect of potentially dilutive securities from the issuance of Permian Resources Class C common stock was determined using the “if-converted” method.

Incorporates pro forma adjustments related to the Colgate Merger completed by Permian Resources during the year ended December 31, 2022. Refer to Note 4 below for further information on these transactions.

Operating revenues

Oil and gas sales

Operating expenses

Lease operating expenses

Severance and ad valorem taxes

Gathering, processing and transportation expenses

Depreciation, depletion, and amortization

General and administrative expenses

Merger and integration expense

Profit sharing by affiliates

Impairment and abandonment expense

Exploration and other expenses

Total operating expenses

Net gain (loss) on sale of long-lived assets

Income (loss) from operations

Other income (expense)

Interest expense

Net gain (loss) on derivative instruments

Other income (expense)

Total other income (expense)

Income (loss) before income taxes

Income tax (expense) benefit

Net income (loss)

Less: Net (income) loss attributable to noncontrolling interest

Net income (loss) attributable to Class A common stock

Income (loss) per share of Class A common stock:

Basic

Diluted

Weighted average common shares outstanding:

Basic

Diluted

Permian Resources’ historical financial results for the year ended December 31, 2022 include the results of operations for assets acquired and liabilities assumed in the Colgate Merger from September 1, 2022 through December 31, 2022.

Colgate’s historical financial results include its results of operations for the eight months from January 1, 2022 through August 31, 2022, the closing of the Colgate Merger.

Reflects an increase in DD&A expense of $6.4 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $167.6 million of Colgate’s historical DD&A expense and (ii) pro forma incremental DD&A expense for the combined companies of $174.0 million for the year ended December 31, 2022.

Reflects the expected incremental stock compensation expense related to equity-based restricted stock and performance stock units granted to employees in connection with and on the closing date of the Colgate Merger.

Colgate’s historical profit sharing by affiliates expense represents cash payments made directly by affiliates of Colgate to members of its management team for profit interests that they were granted and then subsequently now own at CEP III Holdings, LLC and affiliated entities. These payments are not made directly by Colgate and in the future will not be made by the combined Company. Therefore, $22.3 million for the year end December 31, 2022, was eliminated from the statement of operations as these payments would not have been incurred giving effect to the Colgate Merger as if it had been completed on January 1, 2022.

Reflects the elimination of Colgate’s historical gain on sale of long-lived assets that would not have been incurred giving effect to the Colgate Merger as if it had been completed on January 1, 2022.

Reflects pro forma interest expense resulting from (i) additional borrowings under the Company’s credit facility for the cash consideration paid to Colgate unitholders, (ii) the assumption of Colgate’s borrowings outstanding under its credit facility as of the Colgate Merger closing date, as if the assumed borrowings had been outstanding since January 1, 2022, and (iii) the adjustment to debt discount amortization to reflect Colgate’s senior notes at fair value, which in the aggregate resulted in the following adjustments:

an increase in interest expense of $8.0 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $53.2 million of Colgate’s historical interest expense, (ii) pro forma interest expense of $47.3 million for the senior notes, incorporating debt discount amortization based on the notes fair value as of the merger closing date, and (iii) additional pro forma interest expense of $13.9 million assumed for borrowings under the credit facility as of January 1, 2022.

Reflects the income tax effects of the transaction accounting adjustments, where presented (which have been reduced by the corresponding net loss attributable to noncontrolling interest that is not taxable to the c-corporation) at the statutory tax rate of 22.6%, for the year ended December 31, 2022. The blended tax rate of 22.6% is calculated at the federal statutory rate of 21% plus the Company’s state-apportioned statutory rate of 1.6%.

Reflects net income (loss) attributable to noncontrolling interest owners, which is not subject to U.S. federal or state income tax within the c-corporation. In connection with the Colgate Merger, 269.3 million shares of Permian Resources Class C common stock were issued for the share consideration to Colgate unitholders including underlying Permian Resources OpCo Units. The issuance of these units creates a noncontrolling interest in the Company, which is equal to approximately 48% of Permian Resources common stock issued and outstanding as of December 31, 2022.

Considers the effect of potentially dilutive securities from (i) the Permian Resources Class C common stock issued for the Colgate Merger consideration using the “if-converted” method assuming the Colgate Merger was completed on January 1, 2022; and (ii) unvested equity-based restricted stock and performance stock units granted in connection with the Colgate Merger using the treasury stock method.

Operating revenues

Oil and gas sales

Operating expenses

Lease operating expenses

Severance and ad valorem taxes

Depreciation, depletion, and amortization

General and administrative expenses

Exploration and other expenses

Total operating expense

Net gain (loss) on sale of long-lived assets

Income (loss) from operations

Other income (expense)

Interest expense

Gain (loss) on commodity derivatives

Other income (expense)

Total other income (expense)

Income before income taxes

Income tax expense

Net Income

Operating revenues

Oil and gas sales

Operating expenses

Lease operating expenses

Severance and ad valorem taxes

Gathering, processing and transportation expenses

Depreciation, depletion, and amortization

General and administrative expenses

Exploration and other expenses

Total operating expense

Net gain (loss) on sale of long-lived assets

Income (loss) from operations

Other income (expense)

Interest expense

Gain (loss) on commodity derivatives

Other income (expense)

Total other income (expense)

Income before income taxes

Income tax expense

Net Income

Total proved reserves:

Balance - December 31, 2021

Extensions and discoveries

Revisions to previous estimates

Purchases of reserves in place

Divestitures of reserves in place

Production

Balance - December 31, 2022

Proved developed reserves:

December 31, 2021

December 31, 2022

Proved undeveloped reserves:

December 31, 2021

December 31, 2022

Extensions and discoveries

Revisions to previous estimates

Purchases of reserves in place

Divestitures of reserves in place

Production

December 31, 2021

December 31, 2022

December 31, 2021

December 31, 2022

Total proved reserves:

Balance - December 31, 2021

Extensions and discoveries

Revisions to previous estimates

Purchases of reserves in place

Divestitures of reserves in place

Production

Balance - December 31, 2022

Proved developed reserves:

December 31, 2021

December 31, 2022

Proved undeveloped reserves:

December 31, 2021

December 31, 2022

Represents reserves acquired as a part of Earthstone’s Novo Transactions discussed in Note 5, which have been adjusted to reflect solely the portion of Novo’s oil and gas reserves retained by Earthstone.

Future cash inflows

Future development costs

Future production costs

Future income tax expenses

Future net cash flows

10% discount to reflect timing of cash flows

Standardized measure of discounted future net cash flows