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

Date of Report (Date of earliest event reported) ~~June~~February 2724, ~~2025~~2026

PrimeEnergy Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or ~~other~~Other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation)

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

9821 Katy Freeway, Houston, Texas 77024

(Address of principal executive offices ~~and Zip Code~~)

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 41.01. -Entry ~~Matters~~into ~~Related~~a toMaterial ~~Accountants~~Definitive ~~and Financial Statements~~Agreement.

~~Item~~On 4February 24, 2026, PrimeEnergy Resources Corporation (the “Company”), as borrower, entered into a Fifth Amendment (the “Amendment”) to its Fourth Amended and Restated Credit Agreement, dated as of July 5, 2022 (as previously amended, the “Credit Agreement”), with Citibank, N.01A., -as ~~Changes~~administrative inagent, ~~Registrant’s~~and ~~Certifying~~the ~~Accountant~~lenders party thereto.

~~(a)~~The ~~June~~Amendment ~~27,~~modifies ~~2025,~~certain ~~the~~terms ~~Audit Committee (the “Committee”)~~ of the ~~Board~~Company’s ofsenior ~~Directors~~secured ofrevolving ~~PrimeEnergy~~credit ~~Resources~~facility ~~Corporation~~and (constitutes the ~~“Company”),~~scheduled ~~approved~~borrowing ~~the~~base ~~dismissal~~redetermination ofunder ~~Grassi~~the &Credit CoAgreement., ~~CPAs,~~Effective ~~P.C. (“Grassi”)~~ as ~~the~~of ~~Company’s~~February ~~independent registered public accounting firm. On June 27~~24, ~~2025 (the “Dismissal Date”)~~2026, the ~~Company~~borrowing ~~notified~~base ~~Grassi~~was ofreaffirmed ~~its~~at ~~dismissal~~$115.0 ~~effective immediately~~million.

~~Grassi’s~~Among ~~reports~~other onthings, the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.Amendment:

~~During~~● Reduces the ~~two~~applicable ~~most~~margin ~~recent~~by ~~fiscal~~50 ~~years~~basis ~~ended~~points ~~December~~at ~~31,~~each ~~2024~~utilization ~~and~~level. ~~2023~~The ~~and~~SOFR inloan ~~the~~margin ~~subsequent~~now ~~interim~~ranges ~~period~~from ~~through~~2.75% ~~the~~to ~~Dismissal~~3.75% ~~Date,~~(previously ~~there~~3.25% ~~were~~to (i4.25%), noand ~~disagreements between~~ the ~~Company~~alternate ~~and~~base ~~Grassi~~rate onloan ~~any~~margin ~~matter~~now ofranges ~~accounting~~from ~~principles~~1.75% orto ~~practices,~~2.75% ~~financial~~(previously ~~statement~~2.25% ~~disclosure, or auditing scope or procedure, which disagreement, if not resolved~~ to ~~the satisfaction of Grassi~~3.25%), ~~would have caused Grassi to make reference to the subject matter of the disagreement~~ in ~~its~~each ~~reports~~case, based on ~~the~~borrowing ~~consolidated~~base ~~financial statements for such years and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)~~utilization.

~~The~~● ~~Company~~Updates ~~provided Grassi with a copy of this Current Report on Form 8-K, and requested that Grassi furnish~~ the ~~Company~~commodity ~~with~~hedging acovenant ~~letter~~by ~~addressed~~increasing to the ~~U.S.~~borrowing ~~Securities~~base ~~and~~utilization ~~Exchange~~threshold ~~Commission stating whether Grassi agrees with the disclosures contained~~ in ~~this~~certain ~~Current~~provisions ~~Report on Form 8-K, and, if not, stating the respects in which it does not agree. The Company has received the requested letter~~ from ~~Grassi~~25% ~~and a copy of Grassi’s letter has been filed as Exhibit 16.1~~ to ~~this Current Report on Form 8-K~~30%.

~~(b)~~● ~~Also,~~Amends oncertain ~~June~~lender ~~27,~~schedules ~~2025~~and ~~(the~~makes ~~“Engagement Date”)~~technical, ~~the~~definitional ~~Committee~~and ~~approved~~conforming ~~the engagement of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm~~changes. ~~Withum was formally engaged on June 27, 2025.~~

~~During~~● ~~the~~Includes ~~Company’s~~customary ~~two~~post-closing ~~most~~obligations ~~recent~~requiring ~~fiscal~~delivery ~~years~~of ~~ended~~additional ~~December~~mortgages ~~31, 2024~~ and ~~2023~~title ~~and~~information ~~the~~covering ~~subsequent interim period through the Engagement Date, neither the Company nor anyone on its behalf has consulted with Withum regarding (i) the application of accounting principles to a~~ specified ~~transaction,~~percentages ~~either completed or proposed, or the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company’s~~borrowing ~~financial~~base statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)properties.

~~Section~~The 9Amendment -also ~~Financial~~includes ~~Statements~~customary representations and ~~Exhibits~~warranties, reaffirmations of the loan parties’ obligations under the loan documents, and releases in favor of the administrative agent and lenders.

~~Item~~Except ~~9.01~~as -expressly ~~Financial~~amended ~~Statements~~by the Amendment, the terms of the Credit Agreement remain unchanged, including the revolving commitments, collateral package, financial covenants and ~~Exhibits~~maturity.

As of December 31, 2025 and February 27, 2026, there were no borrowings outstanding under the Credit Agreement, and the full $115.0 million borrowing base was available.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

16.1	Letter of Grassi & Co., CPAs, P.C., dated June 30, 2025, regarding change in independent registered public accounting firm.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

10.1	This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 24, 2026, among PRIMEENERGY RESOURCES CORPORATION (the “Borrower”), CITIBANK, N.A., as administrative agent, each Guarantor party hereto and each Lender party hereto.

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, ~~hereunto~~thereto duly authorized.

Dated: June 30, 2025 PrimeEnergy Resources Corporation By: /s/ Beverly A. Cummings Name: Beverly A. Cummings Executive Vice President

Dated: February 27, 2026	PrimeEnergy Resources Corporation

	By:	/s/ Beverly A. Cummings
	Name: Beverly A. Cummings Executive Vice President

Filing Compare · PRIMEENERGY RESOURCES CORP