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 24~~10, 2026

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)

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

~~Item~~Section ~~1.01.~~5 ~~Entry~~– ~~into~~Corporate aGovernance ~~Material~~and ~~Definitive Agreement.~~Management

OnItem ~~February~~5.07 ~~24,~~– ~~2026,~~Submission ~~PrimeEnergy~~of ~~Resources~~matters ~~Corporation~~to ~~(the “Company”), as borrower, entered into~~ a ~~Fifth~~vote ~~Amendment (the “Amendment”) to its Fourth Amended and Restated Credit Agreement, dated as~~ of ~~July~~Security ~~5, 2022 (as previously amended, the “Credit Agreement”), with Citibank, N.A., as administrative agent, and the lenders party thereto.~~Holders

The ~~Amendment~~Annual ~~modifies~~Meeting ~~certain~~of ~~terms~~stockholders of PrimeEnergy Resources Corporation (the “Company’s”) ~~senior~~was ~~secured~~held ~~revolving~~on ~~credit~~June ~~facility~~10, 2026. The matter listed below was submitted to a vote of the stockholders through the solicitation of proxies, and ~~constitutes~~the proposal was described in the ~~scheduled~~Company’s ~~borrowing~~Proxy ~~base~~Statement ~~redetermination~~filed ~~under~~with the ~~Credit~~Securities ~~Agreement.~~and ~~Effective~~Exchange asCommission ofon ~~February~~April 2423, 2026. There were 1,618,000 shares of the ~~borrowing~~Company ~~base~~outstanding ~~was~~and ~~reaffirmed~~entitled to vote at ~~$115~~the Annual Meeting.0 ~~million~~There were 1,224,025 shares of the Company present in person or by proxy at the meeting. The final results of the stockholder votes are listed below.

~~Among~~Proposal ~~other~~No. 1 ~~things,~~– ~~the~~Election ~~Amendment:~~of Directors

●Five ~~Reduces~~persons ~~the~~were ~~applicable~~nominated ~~margin~~ by 50management ~~basis~~for ~~points~~election atas Directors of the Company, each ~~utilization~~for ~~level~~a term of one year. ~~The~~All ~~SOFR~~such ~~loan~~persons ~~margin~~were ~~now~~currently ~~ranges~~serving ~~from~~as 2Directors of the Company.~~75%~~ There were no other nominees and there was no solicitation in opposition to 3management’s nominees.~~75%~~ ~~(previously~~All ~~3.25%~~of tosuch 4nominees were elected.~~25%),~~ ~~and~~The names of each Director elected at the ~~alternate~~meeting ~~base~~and ~~rate~~the ~~loan~~number ~~margin~~of ~~now~~shares ~~ranges~~voted ~~from~~for ~~1.75%~~or towithheld ~~2.75%~~for ~~(previously~~each ~~2.25%~~nominee tois 3as follows.~~25%),~~ inThere ~~each~~were ~~case,~~no ~~based~~abstentions onand ~~borrowing~~no ~~base~~broker ~~utilization~~non-votes.

● Updates the commodity hedging covenant by increasing the borrowing base utilization threshold in certain provisions from 25% to 30%.

Vote Details

Beverly A. Cummings	For	944,561
	Withheld	279,464

Charles E. Drimal, Jr.	For	1,030,664
	Withheld	193,361

Thomas S. T. Gimbel	For	1,195,211
	Withheld	28,814

Clint Hurt	For	1,151,942
	Withheld	72,083

H. Gifford Fong	For	1,178,957
	Withheld	45,068

●Item ~~Amends~~8.01 ~~certain~~– ~~lender~~Other ~~schedules and makes technical, definitional and conforming changes.~~Events

●On ~~Includes~~June ~~customary~~10, ~~post-closing~~2026, ~~obligations~~the ~~requiring~~Board ~~delivery~~of Directors of the Company authorized the repurchase of up to an additional ~~mortgages~~300,000 shares of the Company's common stock. Repurchases may be made from time to time in open-market transactions or privately negotiated transactions, at such prices and ~~title~~in ~~information~~such ~~covering~~amounts ~~specified~~as ~~percentages~~management ofdeems appropriate, subject to prevailing market conditions and the ~~borrowing~~Company's ~~base~~cash ~~properties~~availability.

The Amendment also includes customary representations and warranties, reaffirmations of the loan parties’ obligations under the loan documents, and releases in favor of the administrative agent and lenders.

Except as expressly amended by the Amendment, the terms of the Credit Agreement remain unchanged, including the revolving commitments, collateral package, financial covenants and 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

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, thereto duly authorized.

Dated: February 27, 2026	PrimeEnergy Resources Corporation
	By:	/s/ Beverly A. Cummings
	Name: Beverly A. Cummings Executive Vice President

Dated: June 11, 2026

PrimeEnergy Resources Corporation

By: /s/ Beverly A. Cummings

Name: Beverly A. Cummings

Executive Vice President

Filing Compare · PRIMEENERGY RESOURCES CORP