PrimeEnergy delays 2025 Form 10-K; expects weaker results

PrimeEnergy Resources Corporation notified the SEC that it cannot timely file its Form 10-K for the year ended December 31, 2025 because certain data required to complete the report was not available.

Rhea-AI Filing Summary

PrimeEnergy Resources Corporation notified the SEC that it cannot timely file its Form 10-K for the year ended December 31, 2025 because certain data required to complete the report was not available. The company expects to file the Form 10-K on or before the 15th calendar day following the prescribed due date and disclosed it expects a significant decrease in consolidated results primarily due to lower oil prices.

Insights

Financial Reporting Specialist

Late filing reflects missing data, not a change in control or an accounting restatement.

The notification cites unavailable data as the reason for delay and invokes Rule 12b-25(b), indicating the registrant seeks the 15-calendar-day relief for annual reports. This is a procedural filing used when preparatory work remains, not proof of misstated historical results.

Material impact hinges on the scale of the disclosed earnings decline; subsequent filings should be reviewed for quantified revenue, net income, and any audit adjustments when the Form 10-K is submitted.

Key Figures

Fiscal year end: December 31, 2025 Relief period: 15 calendar days Notification date: April 1, 2026 +2 more

5 metrics

Fiscal year end December 31, 2025 Form 10-K year end

Relief period 15 calendar days Rule 12b-25(b) filing relief for annual reports

Notification date April 1, 2026 Date Form 12b-25 was signed

Expected operational trend significant decrease in consolidated results Attributed primarily to lower oil prices in the current period

Company contact (713) 735-0000 Telephone number provided on the notice

Key Terms

Rule 12b-25, Form 10-K, consolidated results

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file, without unreasonable effort and expense, its Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

consolidated results financial

"The Company expects a significant decrease in the consolidated results of operations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did PrimeEnergy (PNRG) file a Form 12b-25?

PrimeEnergy filed Form 12b-25 because certain data needed to complete its Form 10-K for year ended December 31, 2025 was unavailable. The company invoked Rule 12b-25(b) and expects to file within the 15-calendar-day relief period following the prescribed due date.

When does PrimeEnergy expect to file its delayed 2025 Form 10-K?

The company anticipates filing the Form 10-K on or before the 15th calendar day following the prescribed due date. This is the relief window provided by Rule 12b-25(b) for annual reports when additional time is needed.

Does the late filing indicate financial problems at PrimeEnergy (PNRG)?

The filing states the company expects a significant decrease in consolidated results due primarily to lower oil prices. The notice explains timing reasons for delay; the magnitude and causes will be quantified when the Form 10-K is filed.

What does Rule 12b-25(b) mean for PNRG shareholders?

Rule 12b-25(b) permits a short extension when a company cannot file without unreasonable effort or expense. PrimeEnergy used this rule to state it will file within the 15-calendar-day window; it does not itself change reported results or governance outcomes.

Who signed PrimeEnergy’s Form 12b-25 and when?

The notification was signed by Beverly A. Cummings, Executive Vice President, and dated April 1, 2026. The filing includes a contact telephone number listed as (713) 735-0000 for further inquiries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 06:03 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)		☒  Form 10-K     ☐   Form 20-F     ☐   Form 11-K     ☐   Form 10-Q ☐  Form 10-D     ☐   Form N-SAR     ☐   Form N-CSR
		For: December 31, 2025
		☐   Transition Report on Form 10-K
		☐   Transition Report on Form 20-F
		☐   Transition Report on Form 11-K
		☐   Transition Report on Form 10-Q
		☐   Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: 

PART I — REGISTRANT INFORMATION

PrimeEnergy Resources Corporation

Full Name of Registrant

N/A

Former Name if Applicable

9821 Katy Freeway, Suite 1050

Address of Principal Executive Office (Street and Number) 

Houston, TX 77024

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

X		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file, without unreasonable effort and expense, its Form 10-K for the year ended December 31, 2025, because certain data was not yet available to complete the filing.

It is anticipated that the Form 10-K will be filed on or before the 15th calendar day following the prescribed due date of the Registrant’s Form 10-K.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Beverly A. Cummings		713		735-0000
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).     ☒    Yes     ☐   No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     ☒    Yes     ☐   No

The Company expects a significant decrease in the consolidated results of operations from the corresponding period of the last fiscal year primarily due to lower oil prices in the current period than in the prior period.

PrimeEnergy Resources Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date		April 1, 2026		By		/s/ Beverly A. Cummings, Executive Vice President
						Name and Title

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).