ESTE / Earthstone Energy Inc - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ESTE / Earthstone Energy Inc - Class A / OnyxPoint Global Management LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* EARTHSTONE ENERGY, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 27032D304 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-35049 EARTHSTONE ENERGY, LLC (Exact name of registrant as specified in

LIMITED LIABILITY COMPANY AGREEMENT SMITS MERGER SUB II LLC

EX-3.2 Exhibit 3.2 LIMITED LIABILITY COMPANY AGREEMENT OF SMITS MERGER SUB II LLC This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of SMITS MERGER SUB II LLC (the “Company”) is entered into as of August 18, 2023, by Permian Resources Corporation, as sole member of the Company (the “Member”). 1. Name. The name of the limited liability company governed hereby is Smits Merger Sub II LLC. 2

CERTIFICATE OF FORMATION SMITS MERGER SUB II LLC

EX-3.1 Exhibit 3.1 CERTIFICATE OF FORMATION OF SMITS MERGER SUB II LLC This Certificate of Formation is being executed as of August 17, 2023, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follo

EARTHSTONE ENERGY, INC. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN GLOBAL AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTS

EX-10.1 Exhibit 10.1 Execution Version EARTHSTONE ENERGY, INC. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN GLOBAL AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTS This Global Amendment to Notices of Restricted Stock Unit Awards and related Restricted Stock Unit Agreements that include only time-based vesting provisions (this “Amendment”), is hereby adopted by Earthstone Energy, Inc., a D

FIRST AMENDMENT TO THE EARTHSTONE ENERGY, INC. SECOND AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN

EX-10.3 Exhibit 10.3 Execution Version FIRST AMENDMENT TO THE EARTHSTONE ENERGY, INC. SECOND AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN WHEREAS, Earthstone Energy, Inc. (the “Company”) has previously adopted the Earthstone Energy, Inc. Second Amended and Restated Change in Control and Severance Benefit Plan, initially effective as of April 8, 2019, which was amended and rest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 31, 2023 Earthstone Energ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 31, 2023 Earthstone Energy, LLC (Exact name of registrant as specified in its charter) (as successor in interest to Earthstone Energy, Inc.) (Exact name of registrant as speci

EARTHSTONE ENERGY, INC. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN GLOBAL AMENDMENT TO PERFORMANCE-BASED AWARD AGREEMENTS

EX-10.2 Exhibit 10.2 Execution Version EARTHSTONE ENERGY, INC. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN GLOBAL AMENDMENT TO PERFORMANCE-BASED AWARD AGREEMENTS This Global Amendment to Notices of Performance Unit Awards and related Performance Unit Agreements and Notices of Performance Restricted Stock Unit Awards and related Performance Restricted Stock Unit Agreements, as applicable (th

ESTE / Earthstone Energy Inc - Class A / Bold Energy Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d572504dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* EARTHSTONE ENERGY, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 27032D304 (CUSIP Number) Douglas E. Swanson, Jr. EnCap Investments L.P. 9651 Katy Freeway, Su

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EARTHSTONE ENERGY, LLC

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EARTHSTONE ENERGY, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EARTHSTONE ENERGY, LLC (the “Company”) is entered into as of November 1, 2023, by Permian Resources Corporation, as sole member of the Company (the “Member”). 1. Name. The name of the limited liability company gove

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 13, 2023, pursuant to the provisions of Rule 12d2-2 (a).

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-266020 Registration No. 333-266164 Registration No. 333-266165 Registration No. 333-267256 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333 266020 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATE

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-210734 Registration No. 333-221248 Registration No. 333-227720 Registration No. 333-240998 Registration No. 333-258456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210734 POST-EFFECTIVE AMENDMENT NO. 1 TO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-210734 Registration No. 333-221248 Registration No. 333-227720 Registration No. 333-240998 Registration No. 333-258456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210734 POST-EFFECTIVE AMENDMENT NO. 1 TO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-210734 Registration No. 333-221248 Registration No. 333-227720 Registration No. 333-240998 Registration No. 333-258456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210734 POST-EFFECTIVE AMENDMENT NO. 1 TO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-266020 Registration No. 333-266164 Registration No. 333-266165 Registration No. 333-267256 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333 266020 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATE

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-210734 Registration No. 333-221248 Registration No. 333-227720 Registration No. 333-240998 Registration No. 333-258456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210734 POST-EFFECTIVE AMENDMENT NO. 1 TO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-266020 Registration No. 333-266164 Registration No. 333-266165 Registration No. 333-267256 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333 266020 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATE

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-210734 Registration No. 333-221248 Registration No. 333-227720 Registration No. 333-240998 Registration No. 333-258456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210734 POST-EFFECTIVE AMENDMENT NO. 1 TO

Earthstone Energy, Inc. Reports 2023 Third Quarter and Year-to-Date Financial Results

Exhibit 99.1 Earthstone Energy, Inc. Reports 2023 Third Quarter and Year-to-Date Financial Results The Woodlands, Texas, October 31, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we”, “our” or “us”), today announced financial and operating results for the three and nine months ended September 30, 2023. Permian Resources Merger Agreement On October 30, 2023, at the spec

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-205466 Registration No. 333-213543 Registration No. 333-218277 Registration No. 333-224334 Registration No. 333-254099 Registration No. 333-254106 Registration No. 333-258455 Registration No. 333-260824 Registration No. 333-265982 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 31, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commissio

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

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-266020 Registration No. 333-266164 Registration No. 333-266165 Registration No. 333-267256 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333 266020 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35049 EARTHSTONE ENERGY, INC. (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 30, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 30, 2023 PERMIAN RESOURCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 30, 2023 PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) 001-37697 (Commission File Number) Delaware 47-5381253 (State or Other Jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 23, 2023 (Date of earliest event reported) Earthstone Energ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 23, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 23, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commissio

Earthstone Declares Cash Dividend

Exhibit 99.1 Earthstone Declares Cash Dividend The Woodlands, Texas, October 23, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced that its Board of Directors declared a cash dividend of $0.1446 per share of Class A and Class B common stock. The dividend is payable on November 6, 2023, to shareholders of record as of October 31, 2023 who hold their shares t

Earthstone Declares Cash Dividend

Exhibit 99.1 Earthstone Declares Cash Dividend The Woodlands, Texas, October 23, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced that its Board of Directors declared a cash dividend of $0.1446 per share of Class A and Class B common stock. The dividend is payable on November 6, 2023, to shareholders of record as of October 31, 2023 who hold their shares t

Filed by Permian Resources Corporation

Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc.

Earthstone Announces Expiration of Hart-Scott-Rodino Act Waiting Period in Connection with Proposed Transaction

Exhibit 99.1 Earthstone Announces Expiration of Hart-Scott-Rodino Act Waiting Period in Connection with Proposed Transaction The Woodlands, Texas, October 3, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 3, 2023 (Date of earliest event reported) Earthstone Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 3, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commission

Earthstone Announces Expiration of Hart-Scott-Rodino Act Waiting Period in Connection with Proposed Transaction

Exhibit 99.1 Earthstone Announces Expiration of Hart-Scott-Rodino Act Waiting Period in Connection with Proposed Transaction The Woodlands, Texas, October 3, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 3, 2023 (Date of earliest event reported) Earthstone Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: October 3, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commission

Filed by Permian Resources Corporation

425 Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Consent Solicitation Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Consent Solicitation Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O

Underwriting Agreement, dated September 19, 2023, by and among Permian Resources Corporation, the selling stockholders named therein and the several underwriters named therein.

Exhibit 1.1 Execution Version Permian Resources Corporation 21,450,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting Agreement September 19, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities Inc. One Bryant Park New York, New York 10036 Truist Securities, Inc. 3333 Peachtree Road NE Atlanta, GA 30326 As the representatives (the “

Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock

Exhibit 99.1 Permian Resources Corporation Announces Pricing of Secondary Public Offering of Class A Common Stock September 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the pricing of an underwritten public offering of an aggregate 21,450,000 shares of its Class A Common Stock, par value $0.0001 per share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 19, 2023 PERMIAN RESOUR

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: September 20, 2023 (Date of earliest event reported) EARTHSTONE ENE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: September 20, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commiss

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: September 20, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commiss

Filed by Permian Resources Corporation

425 Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc.

NOVO OIL & GAS LEGACY HOLDINGS, LLC (Formerly Novo Oil & Gas Holdings, LLC) Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 19,224 $ 25,387 Accounts r

Exhibit 99.6 NOVO OIL & GAS LEGACY HOLDINGS, LLC (Formerly Novo Oil & Gas Holdings, LLC) Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 19,224 $ 25,387 Accounts receivable, net 66,398 66,628 Prepaid expenses and other assets 1,575 1,468 Commodity derivative assets 30,471 37,692 Total current assets

Novo Oil & Gas Holdings, LLC Combined Consolidated Balance Sheets December 31, 2022 and 2021 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 25,387,306 $ 17,005,132 Accounts receivable Oil and gas sales 48,998,017 26,137,534 Joint interes

Exhibit 99.5 Report of Independent Auditors The Board of Managers and Members Novo Oil & Gas Holdings, LLC Report on the Audit of the Financial Statements Opinion We have audited the combined consolidated financial statements of Novo Oil & Gas Holdings, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related combined consolidated s

Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock

Exhibit 99.1 Permian Resources Corporation Announces Secondary Public Offering of Class A Common Stock September 19, 2023 MIDLAND, Texas —(BUSINESS WIRE)— Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) today announced the commencement of an underwritten public offering of an aggregate 20,300,000 shares of its Class A Common Stock, par value $0.0001 per share (“Clas

EARTHSTONE ENERGY, INC. Index to Consolidated Financial Statements and Supplementary Information Page Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston Texas, PCAOB ID: 659) F-2 Audited Financial Statements: Consolidate

Exhibit 99.3 EARTHSTONE ENERGY, INC. Index to Consolidated Financial Statements and Supplementary Information Page Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston Texas, PCAOB ID: 659) F-2 Audited Financial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 19, 2023 PERMIAN RESOUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 19, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commi

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On August 21, 2023, Permian Resources Corporation (“Permian Resources” or the “Company”) and Earthstone Energy, Inc. (“Earthstone”) announced that they have entered into a merger agreement pursuant to which Permian Resources will acquire Earthstone (the “Merger”). The Merger is expected to close prior to December 31, 2023, subject to c

SEPTEMBER 7, 2023

Exhibit 99.9 SEPTEMBER 7, 2023 Mr. Kyle Hoover Novo Oil & Gas, LLC 1001 West Wilshire Boulevard, Suite 206 Oklahoma City, Oklahoma 73116 Dear Mr. Hoover: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Novo Oil & Gas, LLC (Novo) royalty and overriding royalty interest in certain oil and gas properties located in Eddy and Le

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1106 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 WWW.cgaus.com 1000 LOUISIANA STREET, SUITE

Exhibit 99.7 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1106 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817-336-2461 WWW.cgaus.com 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5008 713-651-9944 January 24, 2023 Geoff Vernon Vice President of Reservoir Engineering and A&D Earthstone Ener

SEPTEMBER 7, 2023

Exhibit 99.8 SEPTEMBER 7, 2023 Mr. Kyle Hoover Novo Oil & Gas, LLC 1001 West Wilshire Boulevard, Suite 206 Oklahoma City, Oklahoma 73116 Dear Mr. Hoover: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Novo Oil & Gas, LLC (Novo) leasehold interest in certain oil and gas properties located in New Mexico and Texas. We complet

EARTHSTONE ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 49,500 $ —  Accounts receivable: Oil, natu

Exhibit 99.4 EARTHSTONE ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 49,500 $ —  Accounts receivable: Oil, natural gas, and natural gas liquids revenues 111,436 161,531 Joint interest billings and other, net of allowance of $19 and $19 at June 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 PERMIAN RESOUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Commis

Indenture (7.000% Senior Notes due 2032), dated as of September 12, 2023, among Permian Resources Operating, LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2023).

Exhibit 4.1 INDENTURE Dated as of September 12, 2023 Among PERMIAN RESOURCES OPERATING, LLC, THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 7.000% SENIOR NOTES DUE 2032 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Rules of Construction 31 S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2023 PERMIAN RESOURC

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Com

Permian Resources Announces Pricing of $500.0 Million Private Placement of 7.000% Senior Notes Due 2032

EX-99.1 Exhibit 99.1 Permian Resources Announces Pricing of $500.0 Million Private Placement of 7.000% Senior Notes Due 2032 MIDLAND, TX—September 6, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, has priced its previously announced private placement pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: September 6, 2023 (Date of earliest event reported) Earthstone Ener

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: September 6, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commissi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: September 6, 2023 (Date of earliest event reported) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 81-0592823 (State or other jurisdiction of incorporation) (Commissi

Filed by Permian Resources Corporation

425 Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2023 PERMIAN RESOURC

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 6, 2023 PERMIAN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter Delaware 007-37697 47-5381253 (State or other jurisdiction of incorporation) (Com

Permian Resources Announces $500.0 Million Private Placement of Senior Notes Due 2032

EX-99.1 Exhibit 99.1 Permian Resources Announces $500.0 Million Private Placement of Senior Notes Due 2032 MIDLAND, TX—September 6, 2023—(BUSINESS WIRE)—Permian Resources Corporation (“Permian Resources”) (NYSE: PR) announced today that, subject to market conditions, Permian Resources Operating, LLC (the “Issuer”), a subsidiary of Permian Resources, intends to offer for sale in a private placement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Permian Resourc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Permian Resources Corporation (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Co

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 5, 2023 (August 15, 2023) Earthstone Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other ju

Third Supplemental Indenture, dated as of September 5, 2023, by and among Read & Stevens, Inc., Permian Resources Operating, LLC (formerly known as Centennial Resource Production, LLC), the guarantors party thereto and UMB Bank, N.A., as Trustee (3.25% Exchangeable Senior Notes due 2028).

Exhibit 4.7 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary

Second Supplemental Indenture, dated as of September 5, 2023, by and among Read & Stevens, Inc., Permian Resources Operating, LLC (Colgate Energy Partners III, LLC’s successor), the guarantors party thereto and Computershare Trust Company, N.A., as Trustee (7.75% Senior Notes due 2026).

Exhibit 4.3 Execution Version SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF SEPTEMBER 5, 2023 This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1)

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1) As previously disclosed, on June 14, 2023, Earthstone Energy Holdings, LLC (the “Company”), a subsidiary of Earthstone Energy, Inc. (“Earthstone”), entered into (i) a Securities Purchase Agreement (as amended on August 15, 2023, the “Novo Purchase Agreement”) with Novo Oil & Gas Le

NOVO OIL & GAS LEGACY HOLDINGS, LLC (Formerly Novo Oil & Gas Holdings, LLC) Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 19,224 $ 25,387 Accounts r

Exhibit 99.1 NOVO OIL & GAS LEGACY HOLDINGS, LLC (Formerly Novo Oil & Gas Holdings, LLC) Condensed Consolidated Balance Sheets (Unaudited) (in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 19,224 $ 25,387 Accounts receivable, net 66,398 66,628 Prepaid expenses and other assets 1,575 1,468 Commodity derivative assets 30,471 37,692 Total current assets

Third Supplemental Indenture, dated as of September 5, 2023, by and among Read & Stevens, Inc., Permian Resources Operating, LLC (formerly known as Centennial Resource Production, LLC), the guarantors party thereto and UMB Bank, N.A., as Trustee (6.875% Senior Notes due 2027).

Exhibit 4.6 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of September 1, 2023.

Exhibit 4.1 Execution Version Fourth Amendment to Third Amended and Restated Credit Agreement This Fourth Amendment to Third Amended and Restated Credit Agreement (this “Fourth Amendment”), dated as of September 1, 2023 (the “Fourth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company and formerly known as Centennial Resource Production, LLC (

Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of September 1, 2023.

Exhibit 4.2 Execution Version Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement This Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement (this “Fifth Amendment”), dated as of September 1, 2023 (the “Fifth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Cente

Second Supplemental Indenture, dated as of September 5, 2023, by and among Read & Stevens, Inc., Permian Resources Operating, LLC (Colgate Energy Partners III, LLC’s successor), the guarantors party thereto and Computershare Trust Company, N.A., as Trustee (5.875% Senior Notes due 2029).

Exhibit 4.4 Exeuction Version SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE, DATED AS OF SEPTEMBER 5, 2023 This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation

Novo Oil & Gas Holdings, LLC Combined Consolidated Balance Sheets December 31, 2022 and 2021 2022 2021 ASSETS CURRENT ASSETS Cash and cash equivalents $ 25,387,306 $ 17,005,132 Accounts receivable Oil and gas sales 48,998,017 26,137,534 Joint interes

Exhibit 99.2 Report of Independent Auditors The Board of Managers and Members Novo Oil & Gas Holdings, LLC Report on the Audit of the Financial Statements Opinion We have audited the combined consolidated financial statements of Novo Oil & Gas Holdings, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related combined consolidated s

Third Supplemental Indenture, dated as of September 5, 2023, by and among Read & Stevens, Inc., Permian Resources Operating, LLC (formerly known as Centennial Resource Production, LLC), the guarantors party thereto and UMB Bank, N.A., as Trustee (5.375% Senior Notes due 2026).

Exhibit 4.5 Execution Version THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES PERMIAN RESOURCES OPERATING, LLC THE GUARANTOR PARTIES HERETO and UMB BANK, N.A., AS TRUSTEE, DATED AS OF September 5, 2023 This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

A Premier Delaware Basin Independent AUG UST 2 1 , 20 23 Exhibit 99.1 Important Information 2 No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between Earthstone and Permian. This

A Premier Delaware Basin Independent AUG UST 2 1 , 20 23 Exhibit 99.1 Important Information 2 No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between Earthstone and Permian. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a s

Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, EnCap Energy Capital Fund VII, L.P., Bold Energy Holdings, LLC and EnCap Energy Capital Fund XI. L.P.

Exhibit 10.5 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T N E S S E T H: WHEREAS, co

ESTE / Earthstone Energy Inc - Class A / Bold Energy Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) EARTHSTONE ENERGY, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 27032D304 (CUSIP Number) Douglas E. Swanson, Jr. EnCap Investments L.P. 9651 Katy Freeway, Suite 600 Houston, TX 77024 (713)

Letter Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc. and the EnCap Funds.

Exhibit 10.8 EnCap Investments L.P. 9651 Katy Freeway, Suite 600 Houston, TX 77024 August 21, 2023 Earthstone Energy, Inc. 1400 Woodloch Forest Drive, Suite 300 The Woodlands, TX 77380 Attention: Robert J. Anderson Re: Project Basketball Ladies and Gentlemen: Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Earthstone Energy, Inc., a Del

Agreement and Plan of Merger, dated as of August 21, 2023, among Permian Resources Corporation, Smits Merger Sub I Inc., Smits Merger Sub II LLC, Permian Resources Operating, LLC, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 2 ARTICLE II THE MERGERS

ESTE / Earthstone Energy Inc - Class A / Cypress Investments, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d542773dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Earthstone Energy, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 27032D304 (CUSIP Number) Philip A. Davidson Post Oak Energy Capital, LP 34 S. Wynden Drive, Suite 300 Housto

Permian Resources to Acquire Earthstone Energy in All-Stock Transaction, Creating a $14 Billion Premier Delaware Basin Independent E&P

Exhibit 99.1 Permian Resources to Acquire Earthstone Energy in All-Stock Transaction, Creating a $14 Billion Premier Delaware Basin Independent E&P MIDLAND & THE WOODLANDS, Texas - August 21, 2023 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) and Earthstone Energy, Inc. (“Earthstone Energy” or “Earthstone”) (NYSE: ESTE) today announced that they

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commissi

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Pearl Energy Investments, L.P., Pearl Energy Investments II, L.P. and Pearl CIII Holdings, L.P.

Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P. and Silver Run Sponsor, LLC.

Exhibit 10.4 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, Cypress Investments, LLC and Broken Oak Investments, LLC.

Exhibit 10.6 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T N E S S E T H: WHEREAS, co

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC.

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., William M. Hickey, III and James Walter.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Registration Rights Agreement, dated August 21, 2023, by and among Permian Resources Corporation and the parties listed on the signatures pages thereto.

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the “Initial Holders”)

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., William M. Hickey, III and James Walter.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Agreement and Plan of Merger, dated as of August 21, 2023, among Permian Resources Corporation, Smits Merger Sub I Inc., Smits Merger Sub II LLC, Permian Resources Operating, LLC, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 2 ARTICLE II THE MERGERS

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

A Premier Delaware Basin Independent AUG UST 2 1 , 20 23 Exhibit 99.1 Important Information 2 No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between Earthstone and Permian. This

A Premier Delaware Basin Independent AUG UST 2 1 , 20 23 Exhibit 99.1 Important Information 2 No Offer or Solicitation This communication relates to a proposed business combination transaction (the “Transaction”) between Earthstone and Permian. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a s

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC.

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Letter Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc. and the EnCap Funds.

Exhibit 10.8 EnCap Investments L.P. 9651 Katy Freeway, Suite 600 Houston, TX 77024 August 21, 2023 Earthstone Energy, Inc. 1400 Woodloch Forest Drive, Suite 300 The Woodlands, TX 77380 Attention: Robert J. Anderson Re: Project Basketball Ladies and Gentlemen: Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Earthstone Energy, Inc., a Del

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Pearl Energy Investments, L.P., Pearl Energy Investments II, L.P. and Pearl CIII Holdings, L.P.

Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, Cypress Investments, LLC and Broken Oak Investments, LLC.

Exhibit 10.6 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T N E S S E T H: WHEREAS, co

Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, EnCap Energy Capital Fund VII, L.P., Bold Energy Holdings, LLC and EnCap Energy Capital Fund XI. L.P.

Exhibit 10.5 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T N E S S E T H: WHEREAS, co

Registration Rights Agreement, dated August 21, 2023, by and among Permian Resources Corporation and the parties listed on the signatures pages thereto.

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the “Initial Holders”)

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P. and Silver Run Sponsor, LLC.

Exhibit 10.4 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurre

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Pearl Energy Investments, L.P., Pearl Energy Investments II, L.P. and Pearl CIII Holdings, L.P.

Exhibit 10.3 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H:

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc. and Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P. and Silver Run Sponsor, LLC.

Exhibit 10.4 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H:

On August 21, 2023, Earthstone Energy, Inc. (“Earthstone” or the “Company”) sent the following communication relating to its pending transaction with Permian Resources Corporation (“Permian Resources”) to Earthstone’s employees.

Filed by Earthstone Energy, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. Commission File No.: 001-35049 On August 21, 2023, Earthstone Energy, Inc. (“Earthstone” or the “Company”) sent the following communication relating to its pending transaction with Permian Resour

2

Exhibit 99.1 Permian Resources Team, Earlier this morning, we announced an agreement to acquire Earthstone Energy Inc. in an all-stock transaction for an estimated enterprise value of $4.5B. Please click HERE [https://www.businesswire.com/news/home/20230821361048/en/] to read the full press release. As most of you are likely aware, Earthstone is a Permian-focused operator with complementary assets

Permian Resources to Acquire Earthstone Energy in All-Stock Transaction, Creating a $14 Billion Premier Delaware Basin Independent E&P

Exhibit 99.1 Permian Resources to Acquire Earthstone Energy in All-Stock Transaction, Creating a $14 Billion Premier Delaware Basin Independent E&P MIDLAND & THE WOODLANDS, Texas - August 21, 2023 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) and Earthstone Energy, Inc. (“Earthstone Energy” or “Earthstone”) (NYSE: ESTE) today announced that they

Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, EnCap Energy Capital Fund VII, L.P., Bold Energy Holdings, LLC and EnCap Energy Capital Fund XI. L.P.

Exhibit 10.5 Proposed Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T

On August 21, 2023, Earthstone Energy, Inc. (“Earthstone” or the “Company”) sent the following communication relating to its pending transaction with Permian Resources Corporation (“Permian Resources”) to Earthstone’s employees.

Filed by Earthstone Energy, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc. Commission File No.: 001-35049 On August 21, 2023, Earthstone Energy, Inc. (“Earthstone” or the “Company”) sent the following communication relating to its pending transaction with Permian Resour

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdiction of incorporation) (Comm

Agreement and Plan of Merger, dated as of August 21, 2023, among Permian Resources Corporation, Smits Merger Sub I Inc., Smits Merger Sub II LLC, Permian Resources Operating, LLC, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC.

Exhibit 2.1 Execution Version CONFIDENTIAL AGREEMENT AND PLAN OF MERGER among PERMIAN RESOURCES CORPORATION, SMITS MERGER SUB I INC., SMITS MERGER SUB II LLC, PERMIAN RESOURCES OPERATING, LLC, EARTHSTONE ENERGY, INC., AND EARTHSTONE ENERGY HOLDINGS, LLC Dated as of August 21, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Terms Defined Els

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES

425 1 d703494d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: August 21, 2023 (Date of earliest event reported) PERMIAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-37697 47-5381253 (State or other jurisdicti

Filed by Permian Resources Corporation

Filed by Permian Resources Corporation Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Earthstone Energy, Inc.

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., NGP XI US Holdings, L.P., NGP Pearl Holdings II, LLC and Luxe Energy, LLC.

Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H:

Voting and Support Agreement, dated August 21, 2023, by and among Earthstone Energy, Inc., Permian Resources Corporation, Cypress Investments, LLC and Broken Oak Investments, LLC.

Exhibit 10.6 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Earthstone Energy, Inc., a Delaware corporation (the “Company”), the undersigned, stockholders of the Company (the “Holders” and each individually, a “Holder”), and Permian Resources Corporation, a Delaware corporation (“Parent”). W I T N E S S

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commissi

Permian Resources to Acquire Earthstone Energy in All-Stock Transaction, Creating a $14 Billion Premier Delaware Basin Independent E&P

Exhibit 99.1 Permian Resources to Acquire Earthstone Energy in All-Stock Transaction, Creating a $14 Billion Premier Delaware Basin Independent E&P MIDLAND & THE WOODLANDS, Texas - August 21, 2023 (BUSINESS WIRE) - Permian Resources Corporation (“Permian Resources” or the “Company”) (NYSE: PR) and Earthstone Energy, Inc. (“Earthstone Energy” or “Earthstone”) (NYSE: ESTE) today announced that they

Voting and Support Agreement, dated August 21, 2023, by and among Permian Resources Corporation, Earthstone Energy, Inc., William M. Hickey, III and James Walter.

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of August 21, 2023 (the “Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Parent”), the undersigned stockholders of Parent (the “Holders” and each individually, a “Holder”), and Earthstone Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H:

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 21, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Registration Rights Agreement, dated August 21, 2023, by and among Permian Resources Corporation and the parties from time to time listed on the signature pages thereto.

Exhibit 10.7 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023 and effective as of the Closing Date, is made and entered into by and among Permian Resources Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages hereto (each such party, an “Initial Holder” and collectively, the

Agreement and First Amendment to the Securities Purchase Agreement, dated as of August 15, 2023, by and among Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC, Novo Oil & Gas Holdings, LLC and Earthstone Energy Holdings, LLC.

Exhibit 2.2 AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is dated as of August 15, 2023 (the “Amendment Execution Date”), by and among Novo Oil & Gas Legacy Holdings, LLC, a Delaware limited liability company (“Novo Legacy Holdings”), Novo Intermediate, LLC, a Delaware limited liability c

First Supplemental Indenture, dated as of August 15, 2023, by and among Earthstone Energy Holdings, LLC, Earthstone Energy, Inc., Earthstone Operating, LLC, Earthstone Permian LLC, Sabine River Energy, LLC, Independence Resources Technologies, LLC, Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC, Scala Energy Operating, LLC and U.S. Bank Trust Company, National Association, as Trustee.

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture, dated as of August 15, 2023 (this “Supplemental Indenture” or “Guarantee”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “New Guarantors,” and each a “New Guarantor”), Earthstone Energy Holdings, LLC (together with its successors and assigns, the “Company”), each other then existing

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 15, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Assumption Agreement, dated as of August 15, 2023, made by Novo Oil & Gas Holdings, LLC, Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC, and Scala Energy Operating, LLC.

Exhibit 10.1 ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of August 15, 2023, made by Novo Oil & Gas Holdings, LLC, Delaware limited liability company, Novo Oil & Gas Texas, LLC, a Delaware limited liability company, Novo Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Scala Energy Assets, LLC, a Delaware limited liability company, and Scala Energy Operating

First Supplemental Indenture, dated as of August 15, 2023, by and among Earthstone Energy Holdings, LLC, Earthstone Energy, Inc., Earthstone Operating, LLC, Earthstone Permian LLC, Sabine River Energy, LLC, Independence Resources Technologies, LLC, Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC, Scala Energy Operating, LLC and U.S. Bank Trust Company, National Association, as Trustee.

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture, dated as of August 15, 2023 (this “Supplemental Indenture” or “Guarantee”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “New Guarantors,” and each a “New Guarantor”), Earthstone Energy Holdings, LLC (together with its successors and assigns, the “Company”), each other then existing

Supplement to the Guarantee and Collateral Agreement, dated as of August 15, 2023, made by Earthstone Energy Holdings, LLC.

Exhibit 10.2 SUPPLEMENT (this “Supplement”), dated as of August 15, 2023, made by Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Grantor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement r

Earthstone Announces Closing of the Novo Acquisition Expands Operations in Highly Economic Northern Delaware Basin Area

Exhibit 99.1 Earthstone Announces Closing of the Novo Acquisition Expands Operations in Highly Economic Northern Delaware Basin Area The Woodlands, Texas, August 15, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced the closing of the acquisition of the northern Delaware Basin assets of Novo Oil & Gas Holdings, LLC (“Novo”). Concurrent with the closing of t

EnerCom Denver Presentation A u g u s t 1 4 , 2 0 2 3 1 Exhibit 99.2 Disclaimer Forward-Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securit

ex992esteenercompresenta EnerCom Denver Presentation A u g u s t 1 4 , 2 0 2 3 1 Exhibit 99.

Earthstone Energy to Participate in Upcoming Conferences

Exhibit 99.1 Earthstone Energy to Participate in Upcoming Conferences The Woodlands, Texas, August 11, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone” or the “Company”) announced today its participation in upcoming conferences. •EnerCom Denver The Energy Investment Conference, August 14, 2023 Robert J. Anderson, President and CEO, will be presenting at EnerCom Denver on Monday, August 14

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 11, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

ESTE / Earthstone Energy Inc - Class A / Warburg Pincus Private Equity (E&P) XI-A, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* EARTHSTONE ENERGY INC (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 27032D304 (CUSIP Number) August 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 7, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 7, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Earthstone Announces Warburg Pincus Disposition of Remaining Shares Share Sale Increases Public Float by ~25%

Exhibit 99.1 Earthstone Announces Warburg Pincus Disposition of Remaining Shares Share Sale Increases Public Float by ~25% The Woodlands, Texas, August 7, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced that Warburg Pincus LLC and its affiliates (“Warburg Pincus”) recently sold its remaining 12.9 million shares of Earthstone’s Class A common stock. Effect

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 2, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

2Q23 Earnings Presentation A u g u s t 2 , 2 0 2 3 1 EExhibit 99.2 Disclaimer Forward-Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securitie

ex992-20230802x2q23earni 2Q23 Earnings Presentation A u g u s t 2 , 2 0 2 3 1 EExhibit 99.

Earthstone Energy, Inc. Reports 2023 Second Quarter and Year-to-Date Financial Results Generated Record Production for Second Quarter 2023

Exhibit 99.1 Earthstone Energy, Inc. Reports 2023 Second Quarter and Year-to-Date Financial Results Generated Record Production for Second Quarter 2023 The Woodlands, Texas, August 2, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we”, “our” or “us”), today announced financial and operating results for the three and six months ended June 30, 2023. Second Quarter 2023 Hi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35049 EARTHSTONE ENERGY, INC. (Exact

Ninth Amendment to Credit Agreement dated as of July 7, 2023, by and among Earthstone Energy Holdings, LLC, as Borrower, Earthstone Energy, Inc., as Parent, Wells Fargo Bank, National Association as Administrative Agent and Issuing Bank, and the Lenders and guarantors party thereto.

Exhibit 10.1 NINTH AMENDMENT TO CREDIT AGREEMENT Dated as of July 7, 2023 Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE ENERGY, INC., as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, ROYAL BANK OF CANADA, as Syndication Agent, TRUIST BANK, CITIZENS BANK, N.A., KEYBANK NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD BANK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 7, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 7, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission Fi

Indenture (9.875% Senior Notes due 2031), dated as of June 30, 2023, among Earthstone Energy Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Earthstone Energy Inc.’s Current Report on Form 8-K filed with the SEC on

Exhibit 4.1 EARTHSTONE ENERGY HOLDINGS, LLC, THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS TRUSTEE INDENTURE Dated as of June 30, 2023 9.875% Senior Notes due 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 36 Section 1.3 Rules of Construction 37 ARTICLE II THE NOTES 37 Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

Purchase Agreement dated as of June 27, 2023, by and among Earthstone Energy Holdings, LLC, Earthstone Energy, Inc., Earthstone Operating, LLC, Earthstone Permian LLC, Sabine River Energy, LLC, Independence Resources Technologies, LLC, and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein.

Exhibit 10.1 $500,000,000 Earthstone Energy Holdings, LLC 9.875% Senior Notes due 2031 PURCHASE AGREEMENT Dated: June 27, 2023 TABLE OF CONTENTS Page SECTION 1. Representations and Warranties 4 SECTION 2. Sale and Delivery to Initial Purchasers; Closing; Agreements to Sell, Purchase and Resell. 20 SECTION 3. Covenants of the Company and the Guarantors 21 SECTION 4. Payment of Expenses 24 SECTION 5

Earthstone Energy Announces Pricing of Private Offering of $500 Million of Senior Unsecured Notes due 2031

Exhibit 99.1 Earthstone Energy Announces Pricing of Private Offering of $500 Million of Senior Unsecured Notes due 2031 The Woodlands, Texas, June 27, 2023 - Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone” or the “Company”), today announced that its subsidiary, Earthstone Energy Holdings, LLC (“EEH”), has priced the previously announced private offering (the “Notes Offering”) of $500 million ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

Condensed Consolidated Financial Statements NOVO OIL & GAS HOLDINGS, LLC As of March 31, 2023 and December 31, 2022 and For the Three Months Ended March 31, 2023 and 2022

Exhibit 99.3 Condensed Consolidated Financial Statements NOVO OIL & GAS HOLDINGS, LLC As of March 31, 2023 and December 31, 2022 and For the Three Months Ended March 31, 2023 and 2022 Table of Contents Page Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Equity 4 C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

Earthstone Energy Announces Private Offering of $500 Million of Senior Unsecured Notes due 2031

Exhibit 99.1 Earthstone Energy Announces Private Offering of $500 Million of Senior Unsecured Notes due 2031 The Woodlands, Texas, June 27, 2023 - Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone” or the “Company”), today announced that its subsidiary, Earthstone Energy Holdings, LLC (“EEH”), has commenced, subject to market conditions, a private offering of $500 million aggregate principal amoun

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1)

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1) On June 14, 2023, Earthstone Energy Holdings, LLC (“EEH”), a subsidiary of Earthstone Energy, Inc. (“Earthstone”), entered into (i) a Securities Purchase Agreement (the “Agreement”) with Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC and Novo Oil & Gas Holdings, LLC (“

June 14, 2023

Exhibit 99.4 June 14, 2023 Geoff Vernon Vice President of Reservoir Engineering and A&D Earthstone Energy, Inc. 1400 Woodloch Forest Dr., Suite 300 The Woodlands, Texas 77380 Re: Evaluation Summary – NYMEX Strip Price Case Novo Oil and Gas Holdings, LLC Interests Proved Plus Probable and Possible Reserves Certain Properties in New Mexico and Texas As of May 1, 2023 Dear Mr. Vernon: As you have req

Report of Independent Auditors and Combined Consolidated Financial Statements Novo Oil & Gas Holdings, LLC December 31, 2022 and 2021

EXHIBIT 99.2 Report of Independent Auditors and Combined Consolidated Financial Statements Novo Oil & Gas Holdings, LLC December 31, 2022 and 2021 Table of Contents Page Report of Independent Auditors 1 Combined Consolidated Financial Statements Consolidated Balance Sheets 3 Combined Consolidated Statements of Operations 5 Combined Consolidated Statements of Changes in Members’ Equity 6 Combined C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 27, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

June Investor Presentation J u n e 2 0 , 2 0 2 3 1 Exhibit 99.1 Disclaimer Forward-Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities A

a991estejuneinvestorpres June Investor Presentation J u n e 2 0 , 2 0 2 3 1 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 20, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 20, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 14, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 14, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

Novo Acquisition J u n e 1 5 , 2 0 2 3 1 Exhibit 99.2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and

ex992-estenovopresentati Novo Acquisition J u n e 1 5 , 2 0 2 3 1 Exhibit 99.2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not strictly histori

, 2023, by and among Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC, Novo Oil & Gas Holdings, LLC and Earthstone Energy Holdings, LLC.

Exhibit 2.1 SECURITIES PURCHASE AGREEMENT by and among Novo Oil & Gas Legacy Holdings, LLC, and Novo Intermediate, LLC, and as Sellers, and Novo Oil & Gas Holdings, LLC, as Company, and Earthstone Energy Holdings, LLC, as Purchaser, Dated as of June 14, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 8 Section 1.1 Certain Definitions 8 Section 1.2 Interpretation 42 ARTICLE 2 PURCHASE AND SALE 43

, 2023, by and between Earthstone Energy Holdings, LLC and Northern Oil and Gas, Inc.

Exhibit 2.2 ACQUISITION AND COOPERATION AGREEMENT This Acquisition and Cooperation Agreement (this “Agreement”) is dated as of June 14, 2023 (the “Execution Date”) and is entered into by and between Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone”) and Northern Oil and Gas, Inc., a Delaware corporation (“Northern”). Earthstone and Northern are sometimes referred

Earthstone Energy Announces $1.0 Billion Delaware Basin Highly Accretive Transaction in Delaware Basin Meaningfully Increases Scale

EX-99.1 4 ex991-estenovoacquisitionp.htm EX-99.1 Exhibit 99.1 Earthstone Energy Announces $1.0 Billion Delaware Basin Acquisition Highly Accretive Transaction in Delaware Basin Meaningfully Increases Scale The Woodlands, Texas, June 15, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “our”, or “we”) today announced that it has entered into an agreement (the “Agreement”) t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 8, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission Fi

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EARTHSTONE ENERGY, INC. Earthstone Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1.That the Board of Directors of the Corporation has duly adopted resolutio

EARTHSTONE ENERGY, INC. 5,650,977 Shares of Class A common stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-266164 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated July 15, 2022) EARTHSTONE ENERGY, INC. 5,650,977 Shares of Class A common stock This prospectus supplement No. 3 (this “Prospectus Supplement”) supplements and amends the prospectus of Earthstone Energy, Inc. (“Earthstone”) dated July 15, 2022 filed with the Securities and Exchange Commiss

EARTHSTONE ENERGY, INC. 19,417,476 Shares of Class A common stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-266020 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated July 5, 2022) EARTHSTONE ENERGY, INC. 19,417,476 Shares of Class A common stock This prospectus supplement No. 3 (this “Prospectus Supplement”) supplements and amends the prospectus of Earthstone Energy, Inc. (“Earthstone”) dated July 5, 2022 filed with the Securities and Exchange Commissi

EARTHSTONE ENERGY, INC. 19,417,476 Shares of Class A common stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-266020 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated July 5, 2022) EARTHSTONE ENERGY, INC. 19,417,476 Shares of Class A common stock This prospectus supplement No. 2 (this “Prospectus Supplement”) supplements and amends the prospectus of Earthstone Energy, Inc. (“Earthstone”) dated July 5, 2022 filed with the Securities and Exchange Commissi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 3, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission Fil

1Q23 Earnings Presentation M a y 3 , 2 0 2 3 1 E x h i b i t 9 9 . 2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securit

ex992-20230503x1q23earni 1Q23 Earnings Presentation M a y 3 , 2 0 2 3 1 E x h i b i t 9 9 .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35049 EARTHSTONE ENERGY, INC. (Exac

Earthstone Energy, Inc. Reports 2023 First Quarter Financial Results

Exhibit 99.1 Earthstone Energy, Inc. Reports 2023 First Quarter Financial Results The Woodlands, Texas, May 3, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we”, “our” or “us”), today announced financial and operating results for the three months ended March 31, 2023. First Quarter 2023 Highlights •Average daily production of 104,450 Boepd(1), up 194% from Q1 2022 •Net

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Earthstone Energy President and CEO to Participate in Fireside Chat with Water Tower Research

EX-99.1 2 ex991-watertowerfiresidech.htm EX-99.1 Exhibit 99.1 Earthstone Energy President and CEO to Participate in Fireside Chat with Water Tower Research The Woodlands, Texas, April 10, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”) today announced that President and CEO, Robert J. Anderson, will participate in a fireside chat with Jeff Robertson of Water Tower Research at 12:00 p.m.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 10, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 10, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Earthstone Energy, Inc. Announces Increased Elected Commitments Under Its Credit Facility

Exhibit 99.1 Earthstone Energy, Inc. Announces Increased Elected Commitments Under Its Credit Facility The Woodlands, Texas, April 3, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone” or the “Company”) announced today that it has entered into an amendment to the Company’s senior secured revolving credit facility (the “Credit Facility”), increasing the elected commitments from $1.2 billion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 30, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 30, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Eighth Amendment to Credit Agreement dated as of March 30, 2023, by and among Earthstone Energy Holdings, LLC, as Borrower, Earthstone Energy, Inc., as Parent, Wells Fargo Bank, National Association as Administrative Agent and Issuing Bank, and the Lenders and guarantors party thereto.

Exhibit 10.1 EIGHTH AMENDMENT TO CREDIT AGREEMENT Dated as of March 30, 2023 Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE ENERGY, INC., as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, ROYAL BANK OF CANADA, as Syndication Agent, TRUIST BANK, CITIZENS BANK, N.A., KEYBANK NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD B

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF THE COMPANY Jurisdiction of Organization Earthstone Operating, LLC Texas Earthstone Energy Holdings, LLC Delaware Lynden Energy Corp. British Columbia, Canada Lynden USA Inc. Utah Earthstone Permian LLC Texas Sabine River Energy, LLC Texas Independence Resources Technologies, LLC Delaware

4Q22 & FY22 Earnings Presentation Ma r c h 8 , 2 0 2 3 1 E x h i b i t 9 9 . 2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (th

exhibit992-20230308x4q22 4Q22 & FY22 Earnings Presentation Ma r c h 8 , 2 0 2 3 1 E x h i b i t 9 9 .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35049 EARTHSTONE ENERGY, INC. (Exact name of registrant as

Earthstone Energy, Inc. Reports 2022 Fourth Quarter and Full Year Results

EX-99.1 2 ex991q42022earningsrelease.htm EX-99.1 Exhibit 99.1 Earthstone Energy, Inc. Reports 2022 Fourth Quarter and Full Year Results The Woodlands, Texas, March 8, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we” or “us”), today announced financial and operating results for the quarter and year ended December 31, 2022. Fourth Quarter 2022 Highlights •Repurchased 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 8, 2023 (Date of earliest event reported) EARTHSTONE ENERGY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 8, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

Code of Business Conduct and Ethics.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS (updated January 31, 2023) I. INTRODUCTION Set forth herein is the Code of Business Conduct and Ethics (this “Code”) adopted by Earthstone Energy, Inc. (“Earthstone” or the “Company”). This Code provides Earthstone’s principles and standards of conduct to guide all directors, officers and employees of Earthstone in our goal to achieve the highest bu

Report of Cawley, Gillespie & Associates, Inc.

Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 1900 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com January 23, 2023 Geoff Vernon Vice President of Reservoir Engineering and A&D Earthstone Ene

Earthstone Provides Operational and Financial Update, 2023 Guidance and Proved Reserves Average Daily Production for the Fourth Quarter of 2022 Increased 246% Year Over Year SEC Proved Reserves Increased 149% Year Over Year

EX-99.1 2 ex991-esteprx2023capbudget.htm EX-99.1 Exhibit 99.1 Earthstone Provides Operational and Financial Update, 2023 Guidance and Proved Reserves Average Daily Production for the Fourth Quarter of 2022 Increased 246% Year Over Year SEC Proved Reserves Increased 149% Year Over Year The Woodlands, Texas, February 16, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “our”

Investor Presentation F e b r u a r y 1 6 , 2 0 2 3 1 E x h i b i t 9 9 . 2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “

EX-99.2 3 ex992-earthstoneirpresen.htm EX-99.2 Investor Presentation F e b r u a r y 1 6 , 2 0 2 3 1 E x h i b i t 9 9 . 2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 16, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commissi

ESTE / Earthstone Energy Inc / Warburg Pincus Private Equity (E&P) XI-A, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d468216dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* EARTHSTONE ENERGY INC (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 27032D304 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

ESTE / Earthstone Energy Inc / Bighorn Permian Resources, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 )* Under the Securities Exchange Act of 1934 EARTHSTONE ENERGY, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 27032D304 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

Form of Restricted Stock Unit Agreement (non-employee director).

EX-10.4 5 ex104-nonxemployeedirector.htm EX-10.4 Exhibit 10.4 (non-employee director) Earthstone Energy, Inc. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Award No.: Participant: Notice: You have been granted the following award of restricted stock units (“Restricted Stock Units”) of Earthstone Energy, Inc. (the “Company”), in accordance with the terms o

Form of Performance Restricted Stock Unit Agreement (Annualized TSR).

Exhibit 10.1 (Annualized TSR) Earthstone Energy, Inc. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN NOTICE OF PERFORMANCE RESTRICTED STOCK UNIT AWARD Award No.: Participant: Notice: You have been granted the following award of performance restricted stock units (“Performance Restricted Stock Units”) of Earthstone Energy, Inc. (the “Company”), in accordance with the terms of this Notice of Per

Form of Performance Restricted Stock Unit Agreement (Relative TSR).

Exhibit 10.2 (Relative TSR) Earthstone Energy, Inc. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN NOTICE OF PERFORMANCE RESTRICTED STOCK UNIT AWARD Award No.: Participant: Notice: You have been granted the following award of performance restricted stock units (“Performance Restricted Stock Units”) of Earthstone Energy, Inc. (the “Company”), in accordance with the terms of this Notice of Perfo

Earthstone Energy, Inc. Second Amended and Restated Change in Control and Severance Benefit Plan.

Exhibit 10.5 EARTHSTONE ENERGY, INC. SECOND AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN 1. Purpose and Effective Date. Earthstone Energy, Inc. (the “Company”) has adopted this Second Amended and Restated Change in Control and Severance Benefit Plan (this “Plan”) to provide for the payment of severance or change in control benefits to Eligible Individuals (as defined below). T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 6, 2023 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Form of Restricted Stock Unit Agreement.

Exhibit 10.3 Earthstone Energy, Inc. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Award No.: Participant: Notice: You have been granted the following award of restricted stock units (“Restricted Stock Units”) of Earthstone Energy, Inc. (the “Company”), in accordance with the terms of this Notice of Restricted Stock Unit Award (this “Notice”), the Earthst

JOINT FILING AGREEMENT

EX-99.A 2 d363507dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by OnyxPoint Global Management LP, as the main and designated filer, on behalf of each of the persons and

ESTE / Earthstone Energy Inc / OnyxPoint Global Management LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* EARTHSTONE ENERGY, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 27032D304 (CUSIP Number) December 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to

Investor Presentation No vembe r 2 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)

ex992earthstoneirpresent Investor Presentation No vembe r 2 , 2 0 2 2 1 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 2, 2022 (Date of earliest event reported) EARTHSTONE ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 2, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commissio

Earthstone Energy, Inc. Reports 2022 Third Quarter and Year-to-Date Financial Results

Exhibit 99.1 Earthstone Energy, Inc. Reports 2022 Third Quarter and Year-to-Date Financial Results The Woodlands, Texas, November 2, 2022 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we”, “our” or “us”), today announced financial and operating results for the three and nine months ended September 30, 2022. Third Quarter 2022 and Other Recent Highlights •Repurchase of 3 mil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35049 EARTHSTONE ENERGY, INC. (

EARTHSTONE ENERGY, INC. 5,650,977 Shares of Class A common stock

Filed Pursuant to Rule 424(b)(7) Registration No. 333-266164 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated July 15, 2022) EARTHSTONE ENERGY, INC. 5,650,977 Shares of Class A common stock This prospectus supplement No. 2 (this “Prospectus Supplement”) supplements and amends the prospectus of Earthstone Energy, Inc. (“Earthstone”) dated July 15, 2022 filed with the Securities and Exchange Commiss

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 6, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

Earthstone Announces Share Repurchase

Exhibit 99.1 Earthstone Announces Share Repurchase The Woodlands, Texas, October 11, 2022 ? Earthstone Energy, Inc. (NYSE: ESTE) (?Earthstone?, the ?Company?, ?our? or ?we?), announced today that it has purchased 3,000,000 shares of Earthstone?s Class A Common Stock for a total purchase price of approximately $44 million (the ?Share Repurchase?) from certain affiliates of Warburg Pincus, LLC (?War

ESTE / Earthstone Energy Inc / Cypress Investments, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Earthstone Energy, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 27032D304 (CUSIP Number) Philip A. Davidson Post Oak Energy Capital, LP 34 S. Wynden Drive, Suite 300 Houston, TX 77056 (713) 571-9393 (Na

The Transformed Earthstone Oc t o b e r 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Ac

The Transformed Earthstone Oc t o b e r 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward?Looking Statements This presentation contains forward?looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ?Securities Act?), and Section 21E of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Statements that are not strictly historical statements c

TITUS PROPERTIES STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TITUS PROPERTIES STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES TABLE O

Exhibit 99.1 TITUS PROPERTIES STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TITUS PROPERTIES STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES TABLE OF CONTENTS Page Report of Independent Certified Public Accountants??????????????????????..1 Statements of Revenues and Direct Operating E

TITUS PROPERTIES UNAUDITED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 TITUS PROPERTIES STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES TABLE OF CONTENTS

Exhibit 99.2 TITUS PROPERTIES UNAUDITED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 TITUS PROPERTIES STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES TABLE OF CONTENTS Page Unaudited Interim Statements of Revenues and Direct Operating Expenses for the six months ended June 30, 2022 and 2021?????????????????????????????????...2 Notes to U

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 10, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorp

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1)

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (BASIS OF PRESENTATION DESCRIBED IN NOTE 1) On August 10, 2022, Earthstone Energy, Inc. (?Earthstone?), Earthstone Energy Holdings, LLC, a subsidiary of Earthstone (?EEH? and collectively with Earthstone, the ?Company?), as buyer, and Titus Oil & Gas Production, LLC, a Delaware limited liability company (?TOGI?), Titus Oil &

EARTHSTONE ENERGY, INC. 19,417,476 Shares of Class A common stock

424B7 1 este-chisholmxformsx3prosu.htm 424B7 Filed Pursuant to Rule 424(b)(7) Registration No. 333-266020 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 5, 2022) EARTHSTONE ENERGY, INC. 19,417,476 Shares of Class A common stock The following information supplements and amends the Prospectus dated July 5, 2022 (the “Prospectus”) of Earthstone Energy, Inc. (“Earthstone”) relating to the offer and s

EARTHSTONE ENERGY, INC. 5,650,977 Shares of Class A common stock

424B7 1 este-bighornxformsx3prosup.htm 424B7 Filed Pursuant to Rule 424(b)(7) Registration No. 333-266164 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 15, 2022) EARTHSTONE ENERGY, INC. 5,650,977 Shares of Class A common stock The following information supplements and amends the Prospectus dated July 15, 2022 (the “Prospectus”) of Earthstone Energy, Inc. (“Earthstone”) relating to the offer and

As filed with the Securities and Exchange Commission on September 2, 2022

As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Earthstone Energy, Inc.

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common stock, par value $0.

ESTE / Earthstone Energy Inc / Warburg Pincus Private Equity (E&P) XI-A, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Earthstone Energy, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 27032D304 (CUSIP Number) August 17, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule

Earthstone Announces Closing of Titus Acquisition Expands Operations in Highly Economic Northern Delaware Basin Area

Exhibit 99.1 Earthstone Announces Closing of Titus Acquisition Expands Operations in Highly Economic Northern Delaware Basin Area The Woodlands, Texas, August 10, 2022 ? Earthstone Energy, Inc. (NYSE: ESTE) (?Earthstone?, the ?Company?, ?our? or ?we?), today announced the closing of the acquisition of the New Mexico assets of Titus Oil & Gas Production, LLC and Titus Oil & Gas Production II, LLC a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 10, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

The Transformed Earthstone Au g u s t 1 0 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securitie

The Transformed Earthstone Au g u s t 1 0 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward?Looking Statements This presentation contains forward?looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ?Securities Act?), and Section 21E of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Statements that are not strictly historical statemen

Registration Rights Agreement dated August 10, 2022, by and among Earthstone Energy, Inc., Titus Oil & Gas, LLC, and Titus Oil & Gas Investments II, LLC.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of August 10, 2022, by and among Earthstone Energy, Inc., a Delaware corporation (?Parent?), the other Persons executing this Agreement on the date hereof as set forth on the signature pages hereto (the ?Initial Holders?), and the Persons who become party to this Agreement f

Seventh Amendment to Credit Agreement dated as of August 10, 2022, by and among Earthstone Energy Holdings, LLC, as Borrower, Earthstone Energy, Inc., as Parent, Wells Fargo Bank, National Association as Administrative Agent, and the Lenders and guarantors party thereto.

Exhibit 10.3 SEVENTH AMENDMENT TO CREDIT AGREEMENT Dated as of August 10, 2022 Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE ENERGY, INC., as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank, ROYAL BANK OF CANADA, as Syndication Agent, TRUIST BANK, CITIZENS BANK, N.A., KEYBANK NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD

Form of Lock-up Agreement.

Exhibit 10.2 FORM OF LOCK-UP AGREEMENT August 10, 2022 Earthstone Energy, Inc. 1400 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 Ladies and Gentlemen: This agreement is being delivered to Earthstone Energy, Inc., a Delaware corporation (?Earthstone?), in connection with the consummation of the transactions contemplated by that certain Purchase and Sale Agreement, dated as of June 27

The Transformed Earthstone Au g u s t 4 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

ex99 The Transformed Earthstone Au g u s t 4 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not strictly historical state

Earthstone Energy, Inc. Reports 2022 Second Quarter and Year-to-Date Financial Results

Exhibit 99.1 Earthstone Energy, Inc. Reports 2022 Second Quarter and Year-to-Date Financial Results The Woodlands, Texas, August 4, 2022 ? Earthstone Energy, Inc. (NYSE: ESTE) (?Earthstone?, the ?Company?, ?we?, ?our? or ?us?), today announced financial and operating results for the three and six months ended June 30, 2022. Second Quarter 2022 Highlights ?Executed the Titus Acquisition PSAs on Jun

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35049 EARTHSTONE ENERGY, INC. (Exact

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 4, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

EnCap Investments L.P., Warburg Pincus Private Equity (E&P) XI – A, L.P., Warburg Pincus XI (E&P) Partners – A, L.P., WP IRH Holdings, L.P., Warburg Pincus XI (E&P) Partners – B IRH, LLC, Warburg Pincus Energy (E&P)-A, LP, Warburg Pincus Energy (E&P) Partners-A, LP, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, WP Energy Partners IRH Holdings, L.P., and WP Energy IRH Holdings, L.P., WP Energy Chisholm Holdings, L.P., WP Energy Partners Chisholm Holdings, L.P., Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC, Warburg Pincus Private Equity (E&P) XII (A), L.P., WP XII Chisholm Holdings, L.P., Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC, Warburg Pincus Private Equity (E&P) XII-D (A), L.P., Warburg Pincus Private Equity (E&P) XII-E (A), L.P., Warburg Pincus XII (E&P) Partners-1, L.P., and WP XII (E&P) Partners (A), L.P.

EXHIBIT 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED VOTING AGREEMENT This First Amendment to Amended and Restated Voting Agreement (this ?Amendment?) is entered into on August 1, 2022 (?Effective Date?), by and among Earthstone Energy, Inc., a Delaware corporation (?Earthstone?), Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership, Warburg Pincus XI (E&P) Partners-A, L.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 1, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission

ESTE / Earthstone Energy Inc / Warburg Pincus Private Equity (E&P) XI-A, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1933 (Amendment No. 2) Earthstone Energy, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 27032D304 (CUSIP Number) Harsha Marti General Counsel c/o Warburg Pincus LLC 450 Lexington Avenue New York, NY 10017 (212) 878-0600 (Name, Addre

Certificate of Elimination of Series A Convertible Preferred Stock.

Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF EARTHSTONE ENERGY, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Earthstone Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (

As filed with the Securities and Exchange Commission on July 15, 2022

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

As filed with the Securities and Exchange Commission on July 15, 2022

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Earthstone Energy, Inc.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Earthstone Energy, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 15, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F

ESTE / Earthstone Energy Inc / Cypress Investments, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Earthstone Energy, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 27032D304 (CUSIP Number) Ryan J. Mathews Post Oak Energy Capital, LP 34 S. Wynden Drive, Suite 300 Houston, TX 77056 (713) 571-9393 (Name,

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 6, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission Fi

ESTE / Earthstone Energy Inc / Bold Energy Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) EARTHSTONE ENERGY, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 27032D304 (CUSIP Number) Douglas E. Swanson, Jr. EnCap Investments L.P. 9651 Katy Freeway, Suite 600 Houston, TX 77024 (713)

JOINT FILING AGREEMENT

Exhibit 1.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock, par value $0.001 per share, of Earthstone Energy, Inc. and further agree that

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Earthstone Energy, Inc.

Earthstone Energy, Inc. 1400 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 (281) 298-4246

RW 1 formrw-chisholmsx3withdraw.htm RW Earthstone Energy, Inc. 1400 Woodloch Forest Drive, Suite 300 The Woodlands, Texas 77380 (281) 298-4246 July 5, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Registration Statement on Form S-3 (Registration No. 333-265982) Lad

As filed with the Securities and Exchange Commission on July 5, 2022

As filed with the Securities and Exchange Commission on July 5, 2022 Registration No.

As filed with the Securities and Exchange Commission on July 1, 2022

As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Earthstone Energy, Inc.

Titus Acquisition J u n e 2 8 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward‐Looking Statements This presentation contains forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and

Titus Acquisition J u n e 2 8 , 2 0 2 2 1 Exhibit 99.2 Disclaimer Forward?Looking Statements This presentation contains forward?looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ?Securities Act?), and Section 21E of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Statements that are not strictly historical statements constitut

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 27, 2022 (Date of earliest event reported) EARTHSTONE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35049 84-0592823 (State or other jurisdiction of incorporation) (Commission F