PrimeEnergy Resources (PNRG) insider details 56.7% beneficial stake

Rhea-AI Filing Summary

PrimeEnergy Resources Corp’s Chairman and CEO, Charles E. Drimal Jr., filed Amendment No. 11 to update his beneficial ownership in the company’s common stock.

He reports beneficial ownership of 1,323,070 shares, which includes 520,644 shares he directly holds, 697,500 options with strike prices between $1.00 and $1.25 that are presently exercisable, and 104,926 shares over which he has sole voting power through voting agreements.

Based on 1,635,000 shares outstanding as of November 12, 2025 plus the 697,500 exercisable options, he may be deemed to beneficially own 56.7% of the outstanding shares. No shares were bought or sold; the amendment mainly reflects the termination of certain prior voting agreements and the execution of new agreements with Jan K. Smeets and the William Nygren Revocable Trust, effective through December 31, 2026. Drimal states he has no dispositive power or pecuniary interest in the shares covered by these voting agreements and no current plans for major corporate changes.

Insights

Governance and ownership structure analyst

Amended filing updates a controlling insider’s voting arrangements without new share purchases or sales.

Charles E. Drimal Jr., PrimeEnergy’s Chairman, CEO and President, updates his reported beneficial ownership to 1,323,070 shares, including 697,500 presently exercisable options and 104,926 shares covered by voting agreements. On this basis, he may be deemed to control 56.7% of outstanding shares.

The amendment clarifies that no shares were traded and that changes arise from replacing and expiring voting agreements. Drimal has sole voting but no dispositive power or pecuniary interest in the 104,926 agreement shares; dividends and sale proceeds remain with the record holders.

He also indicates no current plans for acquisitions, dispositions, or major corporate actions such as mergers, asset sales, governance changes, or listing status changes. Overall, this looks like an administrative update to reflect current voting arrangements rather than a new strategic move.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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)

02/11/2026

(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).

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 1,323,070.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,218,144.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,323,070.00

12

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

13

Percent of class represented by amount in Row (11)

56.7 %

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 dispositive power, 697,500 shares subject to options, all presently exercisable, and 104,926 shares as to which Mr. Drimal has sole voting power pursuant to voting agreements. (2) Includes 520,644 shares as to which Mr. Drimal has sole voting and dispositive power and 697,500 shares subject to options, all presently exercisable. (3) Based on (i) 1,635,000 shares of Common Stock outstanding as of November 12, 2025 as disclosed on the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, and (ii) 697,500 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, SUITE 1050, 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. 11 is being filed to report (i) a decrease in the beneficial ownership of shares of the Common Stock by Mr. Drimal pursuant to the termination of certain voting agreements and (ii) the execution of additional voting agreements that replaced certain of the previously disclosed voting agreements, in each case, 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 with a strike price from $1.00 - $1.25, all presently exercisable, and (iii) an aggregate 104,926 Shares as to which Mr. Drimal has sole voting power, pursuant to the following voting agreements (the "Voting Agreements"): (A) dated February 11, 2026, between Mr. Drimal and Jan K. Smeets, who is the record holder of 50,000 Shares subject to such Voting Agreement, and (B) dated February 11, 2026, between Mr. Drimal and the William Nygren Revocable Trust, which is the record holder of 54,926 Shares subject to such Voting Agreement (each, a "Holder"). The Voting Agreements with Ms. Smeets and the William Nygren Revocable Trust are effective through December 31, 2026. Each Voting Agreement may be renewed by mutual written agreement between Mr. Drimal and the respective Holder. The following voting agreements, dated June 30, 2025, were previously scheduled to expire on June 30, 2026 and were terminated effective February 11, 2026: (A) between Mr. Drimal and B.W. Derrick, Inc., which was the record holder of 13,250 Shares subject to such voting agreement as of the execution date, (B) between Mr. Drimal and Nine Three Holdings, LLC, which was the record holder of 9,000 Shares subject to such voting agreement as of the execution date, and (C) between Mr. Drimal and William Derrick, who was the record holder of 1,750 Shares subject to such voting agreement as of the execution date. The voting agreements, dated June 30, 2025, (A) between Mr. Drimal and the William Frank 2013 REV Trust, which was the record holder of 14,000 Shares subject to such voting agreement as of the execution date, (B) between Mr. Drimal and Ms. Smeets, which was the record holder of 63,000 Shares subject to such voting agreement as of the execution date, and (C) between Mr. Drimal and the William Nygren Revocable Trust, which was the record holder of 54,926 Shares subject to such voting agreement as of the execution date, in each case, expired pursuant to its terms on December 31, 2025.
(b)	Mr. Drimal has no dispositive power as to such total of all 104,926 Shares subject to the Voting Agreements and no pecuniary interest in such Shares. Based on (x) 1,635,000 Shares outstanding as of November 12, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, and (y) 697,500 Shares subject to options, all presently exercisable, Mr. Drimal may be deemed the beneficial owner of 56.7% 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 February 11, 2026, between Jan K. Smeets and Charles E. Drimal, Jr. Exhibit 3.2 Voting Agreement, dated February 11, 2026, between William Nygren Revocable Trust 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:	02/12/2026

FAQ

What does the latest Schedule 13D/A for PNRG disclose about Charles E. Drimal Jr.’s ownership?

The amendment reports Charles E. Drimal Jr. beneficially owning 1,323,070 PrimeEnergy shares. This total includes directly held shares, presently exercisable options, and shares subject to voting agreements, representing 56.7% of outstanding common stock based on 1,635,000 shares plus those options.

How is Charles E. Drimal Jr.’s 1,323,070-share beneficial stake in PNRG structured?

His reported beneficial stake includes 520,644 shares with sole voting and dispositive power, 697,500 options with $1.00–$1.25 strike prices that are presently exercisable, and 104,926 shares where he holds sole voting power under specific voting agreements with two holders.

Did Charles E. Drimal Jr. buy or sell any PrimeEnergy (PNRG) shares in this Schedule 13D/A update?

No shares were bought or sold by Charles E. Drimal Jr. The amendment instead reflects changes in voting agreements that affect his beneficial ownership calculation, including terminations of certain prior agreements and new agreements signed on February 11, 2026 with two shareholders.

What voting agreements affecting PNRG shares does Charles E. Drimal Jr. currently have?

He holds sole voting power over 50,000 shares owned by Jan K. Smeets and 54,926 shares owned by the William Nygren Revocable Trust. These February 11, 2026 voting agreements run through December 31, 2026 and may be renewed by mutual written agreement between the parties.

How is the 56.7% beneficial ownership percentage for PNRG calculated in the filing?

The 56.7% figure is based on 1,635,000 PrimeEnergy common shares outstanding as of November 12, 2025, plus 697,500 shares subject to options that are presently exercisable. Applying these figures, the filing states that Charles E. Drimal Jr. may be deemed the beneficial owner of 56.7% of the issuer’s outstanding shares.

Does Charles E. Drimal Jr. have economic rights to the PNRG shares under the voting agreements?

He has no dispositive power or pecuniary interest in the 104,926 shares covered by the voting agreements. The respective holders retain rights to dividends and sale proceeds, while Drimal’s rights relate solely to voting those shares under the agreed terms until the agreements expire or are renewed.