PrimeEnergy director now reports 3.4% ownership

PRIMEENERGY RESOURCES CORP director Gifford Fong filed Amendment No. 1 to his Schedule 13D to report a reduction in his beneficial ownership after two voting agreements were terminated on April 22, 2026.

Rhea-AI Filing Summary

PRIMEENERGY RESOURCES CORP director Gifford Fong filed Amendment No. 1 to his Schedule 13D to report a reduction in his beneficial ownership after two voting agreements were terminated on April 22, 2026.

Fong now beneficially owns 54,364 common shares directly, representing about 3.4% of the company’s 1,618,000 shares outstanding as of April 10, 2026, with sole voting and dispositive power. Previously, he had additional voting power over shares held by Steven and Timothy Fong under voting agreements, but he had no economic interest in those shares. With those agreements terminated, he is no longer a beneficial owner of more than 5% of the stock and this amendment serves as his exit filing. The filing also states that he has no current plans for significant corporate actions or further share acquisitions or dispositions.

Insights

Equity ownership & governance analyst

Director’s beneficial stake falls below 5% as voting agreements end.

Director Gifford Fong now reports beneficial ownership of 54,364 PrimeEnergy shares, or about 3.4% of outstanding stock. The change comes from terminating voting agreements over relatives’ shares, not from market purchases or sales.

This moves Fong from above to below the 5% reporting threshold, so this amendment functions as an exit filing. He retains sole voting and dispositive power over his directly held shares and discloses no plans for mergers, control changes, or significant transactions involving the company.

Key Figures

Beneficially owned shares: 54,364 shares Ownership percentage: 3.4% Shares outstanding: 1,618,000 shares +3 more

6 metrics

Beneficially owned shares 54,364 shares Directly held by Gifford Fong with sole voting and dispositive power

Ownership percentage 3.4% Portion of PrimeEnergy common stock beneficially owned by Fong

Shares outstanding 1,618,000 shares PrimeEnergy common stock outstanding as of April 10, 2026

Prior voting agreement shares (Steven Fong) 38,994 shares Shares over which Fong previously had sole voting power via Voting Agreement

Prior voting agreement shares (Timothy Fong) 18,758 shares Shares over which Fong previously had sole voting power via Voting Agreement

Event date April 22, 2026 Date both Voting Agreements were terminated and exit filing triggered

Key Terms

beneficial owner, sole voting power, sole dispositive power, Schedule 13D, +1 more

5 terms

beneficial owner financial

"Mr. Fong is the beneficial owner of 54,364 Shares held directly"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 54,364.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power 54,364.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"The filing of this Amendment No. 1 represents the final amendment to this and constitutes an exit filing"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Voting Agreement financial

"pursuant to a Voting Agreement, dated June 3, 2023, between Mr. Fong and Steven Fong"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

FAQ

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

What did Gifford Fong disclose about his PrimeEnergy (PNRG) ownership?

Gifford Fong disclosed that he beneficially owns 54,364 PrimeEnergy shares, held directly with sole voting and dispositive power. Based on 1,618,000 shares outstanding, this represents about 3.4% of the company’s common stock as of April 10, 2026.

Why did Fong file Amendment No. 1 to his Schedule 13D for PNRG?

He filed Amendment No. 1 to report a decrease in beneficial ownership after terminating two Voting Agreements with Steven and Timothy Fong. Ending these agreements removed his voting power over their shares, taking his reported stake below 5% and triggering an exit filing.

Did Gifford Fong buy or sell PrimeEnergy (PNRG) shares in this filing?

The filing states that no PrimeEnergy shares were bought or sold by Gifford Fong. The change in his beneficial ownership results solely from the termination of Voting Agreements with Steven and Timothy Fong, not from market transactions.

What were the terminated Voting Agreements involving PrimeEnergy (PNRG) shares?

Previously, Fong had sole voting power over 38,994 shares held by Steven Fong and 18,758 shares held by Timothy Fong under Voting Agreements dated June 3, 2023. These agreements ended on April 22, 2026, eliminating his voting power over those shares.

Does Fong still own more than 5% of PrimeEnergy (PNRG) after this amendment?

No. After the Voting Agreements were terminated, Fong reports beneficial ownership of about 3.4% of outstanding shares. The amendment notes he is no longer a beneficial owner of more than 5% of PrimeEnergy’s common stock, and this serves as his exit filing.

Does Gifford Fong have plans for major corporate actions at PrimeEnergy (PNRG)?

The filing states that Fong has no current plans or proposals for acquisitions, dispositions, mergers, major asset sales, management changes, or other material changes to PrimeEnergy’s business, capitalization, or corporate structure as listed in the Schedule 13D items.

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

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Accepted by SEC EDGAR 04/22/2026 - 03:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PRIMEENERGY RESOURCES CORP

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

74158E104

(CUSIP Number)

Gifford Fong
3658 Mt. Diablo Boulevard, Suite 200,
Lafayette, CA, 94549
925-299-7800

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

04/22/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74158E104

1

Name of reporting person

FONG GIFFORD

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 54,364.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 54,364.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

54,364.00

12

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

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Based on 1,618,000 shares of Common Stock outstanding as of April 10, 2026, as disclosed in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025.

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)	Gifford Fong
(b)	Gifford Fong 3658 Mt. Diablo Boulevard, Suite 200 Lafayette, CA 94549
(c)	Mr. Fong is a member of the Board of Directors of the Issuer.
(d)	Mr. Fong has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Mr. Fong 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. Fong. As previously reported, Mr. Fong had sole voting power over (i) 38,994 Shares pursuant to a Voting Agreement, dated June 3, 2023, between Mr. Fong and Steven Fong, who was the record holder of such Shares, and (ii) 18,758 Shares pursuant to a Voting Agreement, dated June 3, 2023, between Mr. Fong and Timothy Fong, who was the record holder of such Shares (collectively, the "Voting Agreements" and each, a "Voting Agreement"). Mr. Fong has no dispositive power over nor any pecuniary interest in the Shares held by Steven Fong and Timothy Fong. This Amendment No. 1 is being filed solely to report a decrease in his beneficial ownership due to the termination of both Voting Agreements on April 22, 2026. Mr. Fong no longer has voting power or beneficial ownership of the Shares held by Steven Fong and Timothy Fong. As a result, Mr. Fong is no longer the beneficial owner of more than 5% of the outstanding Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for Mr. Fong. Mr. Fong 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)	Mr. Fong is the beneficial owner of 54,364 Shares held directly by Mr. Fong, with sole voting and dispositive power. Based on 1,618,000 Shares outstanding as of April 10, 2026, as disclosed in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, Mr. Fong is the beneficial owner of approximately 3.4% of the Issuer's outstanding Shares.
(b)	Mr. Fong is the beneficial owner of 54,364 Shares held directly by Mr. Fong, with sole voting and dispositive power. Based on 1,618,000 Shares outstanding as of April 10, 2026, as disclosed in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, Mr. Fong is the beneficial owner of approximately 3.4% of the Issuer's outstanding Shares.
(c)	Mr. Fong did not buy or sell any Shares in the sixty days prior to the filing of this Statement. Mr. Fong, Steven Fong and Timothy Fong terminated their respective Voting Agreement on April 22, 2026.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	None.

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.

FONG GIFFORD

Signature:	/s/ Gifford Fong
Name/Title:	Gifford Fong
Date:	04/22/2026