UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 OR 15~~(d)Date of ~~The~~earliest ~~Securities~~event ~~Exchange~~reported) ~~Act~~July of29, ~~1934~~2024

Date of Report (Date of earliest event reported) June 5, 2024

PrimeEnergy Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-7406	84-0637348
(Commission File Number)	(IRS Employer Identification No.)

9821 Katy Freeway, Houston, Texas 77024 (Address of principal executive offices)

(Address of principal executive offices)

Registrant’s telephone number, including area code 713-735-0000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		PNRG		NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		PNRG		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

PRIMEENERGY RESOURCES CORPORATION

~~Section~~Item 51.01 –Entry ~~Corporate~~into ~~Governance~~a ~~and~~Material ~~Management~~Definitive Agreement

~~Item~~On 5July 29, 2024, PrimeEnergy Resources Corporation, (The Company), amended its loan agreement with Citibank, N.07A., –increasing ~~Submission~~the borrowing base from $85,000,000 to $115,000,000. As of ~~matters~~today, the Company currently has $8,000,000 outstanding borrowings under the facility, however, the Company does plan to draw down part of the loan and use its cash flow to fund its drilling budget for 2024. The loan amendment also includes the addition of U.S. Bank National Association as a ~~vote~~lender and the cover page of ~~Security~~the ~~Holders~~Credit Agreement is hereby amended by amending the phrase “Citibank, N.A. Sole Lead Arranger and Sole Book Runner” to read as follows:

The Annual Meeting of stockholders of PrimeEnergy Resources Corporation (the “Company”) was held on June 5, 2024. The matter listed below was submitted to a vote of the stockholders through the solicitation of proxies, and the proposals were described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 10, 2024. There were 1,790,245 shares of the Company outstanding and entitled to vote at the Annual Meeting. There were 1,253,770 shares of the Company present in person or by proxy at the meeting. The final results of the stockholder votes are listed below.CITIBANK

~~Proposal~~Joint ~~No.1~~Lead –Arranger ~~Election~~and ofSole ~~Directors~~Book Runner

~~Five~~FIFTH ~~persons~~THIRD ~~were nominated by management for election as Directors of the Company~~BANK, ~~each~~NATIONAL for a term of one year. All such persons were currently serving as Directors of the Company. There were no other nominees and there was no solicitation in opposition to management’s nominees. All of such nominees were elected. The names of each Director elected at the meeting and the number of shares voted for or withheld for each nominee is as follows. There were no abstentions and no broker non-votes.ASSOCIATION,

Name	For	Withheld
Charles E. Drimal, Jr	1,187,218	66,552
Beverly Cummings	1,168,959	84,811
H. Gifford Fong	1,219,165	34,505
Thomas S. T. Gimbel	1,157,650	96,120
Clint Hurt	1,120,582	133,188

Joint Lead Arranger and Syndication Agent

Item 9.01 Exhibits and Financial Statements Schedule

Exhibit No.

Description

10.22.6.3

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 29, 2024, among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), each Guarantor party hereto, the Existing Lenders and the New Lender, filed herewith..

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: June 5, 2024 PrimeEnergy Resources Corporation By: /s/ Beverly A. Cummings Name: Beverly A. Cummings Executive Vice President

Dated: August 1, 2024	PrimeEnergy Resources Corporation
	By:	/s/ Beverly A. Cummings
	Name: Beverly A. Cummings Executive Vice President

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