Amrace Inc trims PrimeEnergy (PNRG) stake with 1,149-share sale

Rhea-AI Filing Summary

PrimeEnergy Resources Corp’s 10% owner Amrace Inc, an entity associated with Robert de Rothschild, reported selling 1,149 common shares on February 5, 2026 at a weighted average price of $186.75 per share. The shares were sold in multiple trades at prices ranging from $186.20 to $187.01 per share.

After this transaction, Amrace Inc indirectly held 200,757 PrimeEnergy common shares. De Rothschild, the reporting person, disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DE ROTHSCHILD ROBERT

(Last) (First) (Middle)

224 BAHAMA LANE

(Street)

PALM BEACH FL 33480

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIMEENERGY RESOURCES CORP [ PNRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/05/2026		S		1,149	D	$186.75(1)	200,757	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale price reported above is a weighted average price. The shares were sold in multiple transactions at price ranging from $186.20 to $187.01, inclusive. The reporting person undertakes to provide to PrimeEnergy Resources Corporation, any security holder of PrimeEnergy Resources Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. Shares are held of record by Amrace Inc. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

	/s/ Robert de Rothschild	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PrimeEnergy Resources (PNRG) disclose in this Form 4?

PrimeEnergy Resources (PNRG) disclosed that Amrace Inc, an entity associated with 10% owner Robert de Rothschild, sold 1,149 common shares. The weighted average sale price was $186.75 per share, with individual trades executed between $186.20 and $187.01.

How many PrimeEnergy (PNRG) shares were sold and at what price range?

Amrace Inc sold 1,149 PrimeEnergy (PNRG) common shares in market transactions. The weighted average price was $186.75 per share, with individual sale prices ranging from $186.20 to $187.01, as disclosed in the Form 4 footnote.

How many PrimeEnergy (PNRG) shares does the reporting entity hold after the sale?

Following the reported sale, Amrace Inc indirectly held 200,757 PrimeEnergy (PNRG) common shares. This post-transaction balance reflects the remaining ownership after disposing of 1,149 shares in the February 5, 2026 transaction.

Who is the reporting person for this PrimeEnergy (PNRG) Form 4 filing?

The reporting person is Robert de Rothschild, identified as a 10% owner of PrimeEnergy (PNRG). The shares involved are held of record by Amrace Inc, an entity with which he is associated, rather than being directly registered in his own name.

What ownership disclaimer did Robert de Rothschild make regarding PrimeEnergy (PNRG) shares?

Robert de Rothschild stated that the PrimeEnergy (PNRG) shares are held of record by Amrace Inc. He disclaimed beneficial ownership of these shares, except to the extent of his pecuniary interest in them, as specified in the Form 4 footnote.

How was the sale price for the PrimeEnergy (PNRG) shares calculated in this Form 4?

The reported $186.75 sale price for PrimeEnergy (PNRG) shares is a weighted average. Amrace Inc sold shares in multiple transactions, with individual prices between $186.20 and $187.01, and offered to provide detailed trade breakdowns upon request.