PNRG delays Q3 2025 10-Q, expects filing within 5 calendar days

Rhea-AI Filing Summary

PrimeEnergy Resources Corporation filed a Form 12b-25 (NT 10-Q), stating it could not file its Form 10-Q for the quarter ended September 30, 2025 without unreasonable effort or expense because certain data was not yet available. The company anticipates filing on or before the 5th calendar day following the prescribed due date.

PrimeEnergy also expects a change in consolidated results from the prior-year period, driven by fluctuations in production and commodity prices, and by depreciation, depletion and amortization related to new wells placed in service.

Insights

SEC Reporting Specialist

Late 10-Q with expected YoY results change; cause is data availability, filing planned within grace period.

PrimeEnergy Resources Corporation filed an NT 10‑Q for the quarter ended September 30, 2025. The company cites data not yet available as the reason and indicates the 10‑Q will be filed within the Rule 12b‑25 grace window, i.e., on or before 5 calendar days after the due date. This preserves timeliness compliance if met.

The company also expects a change in consolidated results versus the prior-year period. Drivers disclosed are fluctuations in production, changes in commodity prices, and higher depreciation, depletion, and amortization tied to new wells placed in service. These factors can move reported earnings and unit costs in either direction, and DD&A can reduce reported profit even when volumes rise.

Key items to watch in the forthcoming 10‑Q: whether it is filed by the grace deadline, the magnitude and direction of the period-over-period results change, and line-item impacts from production, pricing, and DD&A. The signature is dated November 14, 2025.

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: September 30, 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-Q for the year quarter ended September 30, 2025, because certain data was not yet available to complete the filing.

It is anticipated that the Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date of the Registrant’s Form 10-Q.

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 change in the consolidated results of operations from the corresponding period of the last fiscal period, primarily due to, fluctuations in production and changes in commodity prices combined with depreciation, depletion and amortization of capital costs, related to new wells drilled and placed in service.

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		November 14, 2025		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).

FAQ

What did PNRG announce in this filing?

PrimeEnergy Resources filed a Form 12b-25 (NT 10-Q) indicating a late filing for its Q3 2025 Form 10-Q.

Why is PNRG’s Q3 2025 Form 10-Q delayed?

The company cited that certain data was not yet available to complete the filing without unreasonable effort or expense.

When does PNRG expect to file the Q3 2025 Form 10-Q?

It anticipates filing on or before the 5th calendar day following the prescribed due date.

Did PNRG provide any outlook on results?

Yes. It expects a change in consolidated results versus the prior-year period due to production and commodity price fluctuations and DD&A tied to new wells.

Who is the contact listed in the notice?

Beverly A. Cummings, Executive Vice President, with telephone number 713-735-0000.