PrimeEnergy (PNRG) reaffirms $115M revolving credit facility availability

Rhea-AI Filing Summary

PrimeEnergy Resources Corporation entered into a Fifth Amendment to its senior secured revolving credit facility with Citibank and other lenders. Effective February 24, 2026, the borrowing base under the credit agreement was reaffirmed at $115.0 million as part of a scheduled redetermination.

The amendment adjusts certain terms of the existing Fourth Amended and Restated Credit Agreement but leaves the revolving commitments, collateral, financial covenants and maturity unchanged. As of December 31, 2025 and February 27, 2026, there were no borrowings outstanding, so the full $115.0 million remained available to the company.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) February 24, 2026

PrimeEnergy Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-7406	84-0637348
(Commission File Number)	(IRS Employer Identification No.)

9821 Katy Freeway, Houston, Texas 77024

(Address of principal executive offices)

Registrant’s telephone number, including area code 713-735-0000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		PNRG		NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

PRIMEENERGY RESOURCES CORPORATION

Item 1.01. Entry into a Material Definitive Agreement.

On February 24, 2026, PrimeEnergy Resources Corporation (the “Company”), as borrower, entered into a Fifth Amendment (the “Amendment”) to its Fourth Amended and Restated Credit Agreement, dated as of July 5, 2022 (as previously amended, the “Credit Agreement”), with Citibank, N.A., as administrative agent, and the lenders party thereto.

The Amendment modifies certain terms of the Company’s senior secured revolving credit facility and constitutes the scheduled borrowing base redetermination under the Credit Agreement. Effective as of February 24, 2026, the borrowing base was reaffirmed at $115.0 million.

Among other things, the Amendment:

● Reduces the applicable margin by 50 basis points at each utilization level. The SOFR loan margin now ranges from 2.75% to 3.75% (previously 3.25% to 4.25%), and the alternate base rate loan margin now ranges from 1.75% to 2.75% (previously 2.25% to 3.25%), in each case, based on borrowing base utilization.

● Updates the commodity hedging covenant by increasing the borrowing base utilization threshold in certain provisions from 25% to 30%.

● Amends certain lender schedules and makes technical, definitional and conforming changes.

● Includes customary post-closing obligations requiring delivery of additional mortgages and title information covering specified percentages of the borrowing base properties.

The Amendment also includes customary representations and warranties, reaffirmations of the loan parties’ obligations under the loan documents, and releases in favor of the administrative agent and lenders.

Except as expressly amended by the Amendment, the terms of the Credit Agreement remain unchanged, including the revolving commitments, collateral package, financial covenants and maturity.

As of December 31, 2025 and February 27, 2026, there were no borrowings outstanding under the Credit Agreement, and the full $115.0 million borrowing base was available.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 24, 2026, among PRIMEENERGY RESOURCES CORPORATION (the “Borrower”), CITIBANK, N.A., as administrative agent, each Guarantor party hereto and each Lender party hereto.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: February 27, 2026	PrimeEnergy Resources Corporation
	By:	/s/ Beverly A. Cummings
	Name: Beverly A. Cummings Executive Vice President

FAQ

What did PrimeEnergy Resources Corporation (PNRG) change in its credit facility?

PrimeEnergy entered into a Fifth Amendment to its senior secured revolving credit facility. The amendment modifies certain terms of the existing Fourth Amended and Restated Credit Agreement while keeping the overall structure, including commitments, collateral, covenants and maturity, in place for ongoing liquidity support.

What is PrimeEnergy Resources Corporation’s borrowing base after the amendment?

The borrowing base under PrimeEnergy’s senior secured revolving credit facility was reaffirmed at $115.0 million. This reaffirmation occurred as part of the regularly scheduled borrowing base redetermination effective February 24, 2026, maintaining the company’s overall available credit capacity at the same level.

How much has PrimeEnergy Resources Corporation borrowed under its credit agreement?

PrimeEnergy reported no borrowings outstanding under its senior secured revolving credit agreement as of December 31, 2025 and February 27, 2026. As a result, the full $115.0 million borrowing base was available to the company on both referenced dates for potential future use.

Who is the administrative agent for PrimeEnergy Resources Corporation’s credit facility?

Citibank, N.A. serves as the administrative agent for PrimeEnergy’s senior secured revolving credit facility. The Fifth Amendment was entered into with Citibank in this role, along with the other lenders that are parties to the Fourth Amended and Restated Credit Agreement.

Did PrimeEnergy Resources Corporation change its financial covenants or maturity terms?

The filing states that financial covenants and maturity under the credit agreement remain unchanged. The Fifth Amendment primarily reaffirms the $115.0 million borrowing base and adjusts certain terms, while leaving the revolving commitments, collateral package, covenants and maturity as previously structured.

Where can investors find the full details of PrimeEnergy’s Fifth Amendment?

The complete text of the Fifth Amendment to PrimeEnergy’s Fourth Amended and Restated Credit Agreement is filed as Exhibit 10.1. It is incorporated by reference, allowing investors to review the precise contractual changes and conditions governing the revolving credit facility.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 96.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB