[Form 4] SANUWAVE Health, Inc. Insider Trading Activity

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tyler James

(Last) (First) (Middle)

11495 VALLEY VIEW ROAD

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$32.86	06/30/2025		A		1,574		(1)	06/30/2030	Common Stock	1,574	$0	1,574	D

Explanation of Responses:

1. Options were fully vested at the grant date.

	/s/ Griffin D. Foster, Attorney-in-Fact for James Tyler	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.