[SCHEDULE 13D/A] PrimeEnergy Resources Corporation SEC Filing

Rhea-AI Filing Summary

PrimeEnergy Resources Corp. (PNRG) – Schedule 13D/A (Amendment 10)

Chairman, CEO and President Charles E. Drimal, Jr. discloses beneficial ownership of 1,374,070 common shares, equal to 58.3 % of the 1,660,500 shares outstanding on 14 May 2025. The stake comprises 520,644 directly-held shares, 697,500 fully-exercisable options at $1.00–$1.25, and 155,926 shares covered by six newly executed voting agreements dated 30 Jun 2025. No cash transactions occurred; the filing simply broadens Drimal’s voting power.

Drimal affirms no current intentions to pursue additional share purchases, divestitures, mergers, capital changes, or governance restructurings. The filing’s sole purpose is to record the incremental voting rights gained through the agreements; Drimal holds no dispositive power or economic interest in the 155,926 agreement shares.

The update gives management majority control, potentially streamlining strategic decision-making but also heightening governance-concentration risk for minority investors. Six voting-agreement exhibits are attached for reference.

• Total beneficial ownership: 1.37 M shares.
• Percent of class: 58.3 %.
• Options outstanding: 697,500 (possible dilution).
• Voting-agreement shares: 155,926 with no pecuniary interest.

Positive

• Management alignment: CEO’s 58.3 % stake tightly links leadership incentives to shareholder value.
• Non-dilutive control gain: Additional voting power achieved without cash expenditure or secondary-market purchases, preserving corporate liquidity.

Negative

• Minority dilution of influence: Concentrated majority control may limit checks on management and reduce takeover premium potential.
• Future share dilution risk: 697,500 low-priced options could expand share count materially when exercised.

Insights

Financial Analyst

TL;DR: Drimal lifts voting control to 58.3 % via agreements; no cash spent; value impact neutral with dilution and governance trade-offs.

The CEO’s majority position tightens the alignment between management and shareholder value creation, as his personal outcome is now firmly linked to equity performance. However, the path chosen—voting agreements plus 697 k in-the-money options—introduces potential dilution of roughly 42 % of the current float on exercise. The absence of new capital outlay or secondary market buying limits immediate price pressure, keeping near-term valuation effects muted. Overall, the filing is informational rather than transformational, earning a neutral impact rating.

Corporate Governance Expert

TL;DR: Voting pacts entrench CEO control, curbing minority influence; governance risk modestly elevated.

By adding 155,926 shares under irrevocable voting agreements, Drimal now commands a decisive majority. While legal, such arrangements can dissuade external activism and reduce market-based discipline. Shareholders must rely heavily on board independence to safeguard their interests, yet the same CEO also chairs the board, intensifying potential conflicts. No immediate red flags surface, but the structural shift skews power balance, warranting closer oversight by institutional investors.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

PRIMEENERGY RESOURCES CORP

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

74158E104

(CUSIP Number)

Charles E. Drimal, Jr.
9821 Katy Freeway,
Houston, TX, 77024
713-735-0000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 74158E104

1

Name of reporting person

DRIMAL CHARLES E JR

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,374,070.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,374,070.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,374,070.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 520,644 shares as to which Mr. Drimal has sole voting and investment power, 697,500 shares subject to options, all presently exercisable, and 155,926 shares as to which Mr. Drimal has sole voting power pursuant to voting agreements. (2) Based on (i) 1,660,500 shares of Common Stock outstanding as of May 14, 2025 as disclosed on the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and (ii) 1,374,070 shares subject to options, all presently exercisable.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.10 par value
(b)	Name of Issuer: PRIMEENERGY RESOURCES CORP
(c)	Address of Issuer's Principal Executive Offices: 9821 KATY FREEWAY, HOUSTON, TEXAS , 77024.
Item 2.	Identity and Background
(a)	Charles E. Drimal, Jr.
(b)	9821 Katy Freeway Houston, TX 77024
(c)	Mr. Drimal is the Chairman, Chief Executive Officer and President of the Issuer.
(d)	Mr. Drimal has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Mr. Drimal has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	No Shares were bought or sold by Mr. Drimal. This Amendment No. 10 is being filed to report an increase in the beneficial ownership of shares of the Common Stock by Mr. Drimal pursuant to the Voting Agreements (as defined below) described in Item 5. Other than as reported in Item 5 below, Mr. Drimal has no current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	(a)-(b) Included in the number of Shares reported as beneficially owned by Mr. Drimal are (i) 520,644 Shares as to which Mr. Drimal has sole voting and investment power, (ii) 697,500 Shares subject to options from $1.00 - $1.25, all presently exercisable, and (iii) an aggregate 155,926 Shares as to which Mr. Drimal has sole voting power, pursuant to Voting Agreements dated June 30, 2025 (the "Voting Agreements"), between Mr. Drimal and Jan K. Smeets who is the record holder of 63,000 Shares subject to a Voting Agreement, William Nygren Revocable Trust which is the record holder of 54,926 Shares subject to a Voting Agreement, William Frank 2013 REV Trust which is the record holder of 14,000 Shares subject to a Voting Agreement, B. W. Derrick, Inc. which is the record holder of 13,250 Shares subject to a Voting Agreement, Nine Three Holdings, LLC which is the record holder of 9,000 Shares subject to a Voting Agreement, and William Derrick who is the record holder of 1,750 Shares subject to a Voting Agreement (each, a "Holder").
(b)	Mr. Drimal has no dispositive power as to such total of all 155,926 Shares subject to the Voting Agreements and no pecuniary interest in such shares. Based on (x) 1,660,500 Shares outstanding as of May 14, 2025 as disclosed on the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and (y) 697,500 Shares subject to options, all presently exercisable, Mr. Drimal may be deemed the beneficial owner of 58.3% of the Issuer's outstanding Shares.
(c)	Mr. Drimal did not effect any transactions in Shares in the sixty days prior to the filing of this Statement.
(d)	Each Holder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, its Shares subject to the respective Voting Agreement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None, except with respect to the Voting Agreements described in Item 5 above and which are filed herewith.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 3.1 Voting Agreement dated June 30, 2025, between William Nygren Revocable Trust and Charles E. Drimal, Jr. Exhibit 3.2 Voting Agreement dated June 30, 2025, between William Frank 2013 REV Trust, and Charles E. Drimal, Jr. Exhibit 3.3 Voting Agreement dated June 30, 2025, between Jan K. Smeets and Charles E. Drimal, Jr. Exhibit 3.4 Voting Agreement dated June 30, 2025, between B.W. Derrick, Inc. and Charles E. Drimal, Jr. Exhibit 3.5 Voting Agreement dated June 30, 2025 between Nine Three Holdings, LLC and Charles E. Drimal, Jr. Exhibit 3.6 Voting Agreement dated June 30, 2025 between William Derrick and Charles E. Drimal, Jr.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DRIMAL CHARLES E JR

Signature:	/s/ Charles E. Drimal, Jr.
Name/Title:	Charles E. Drimal, Jr.
Date:	07/02/2025

FAQ

What percentage of PrimeEnergy (PNRG) does Charles E. Drimal now control?

He reports beneficial ownership of 58.3 % of the company’s outstanding common shares.

How many shares are subject to the new voting agreements?

A total of 155,926 shares are governed by six voting agreements executed on 30 June 2025.

Did Drimal purchase any additional shares in this Schedule 13D/A filing?

No. The increase in beneficial ownership arises solely from the voting agreements; no shares were bought or sold.

What is the strike price of Drimal’s stock options?

The 697,500 options are exercisable at prices ranging from $1.00 to $1.25 per share.

Does Drimal have plans for further acquisitions or corporate actions?

The filing states no current plans for additional share acquisitions, divestitures, mergers, or capitalization changes.

How many PrimeEnergy shares are outstanding according to the filing?

The company had 1,660,500 shares outstanding as of 14 May 2025.