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 527, 2025

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

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 54 –- ~~Corporate~~Matters ~~Governance~~Related to Accountants and ~~Management~~Financial Statements

Item 54.0701 –- ~~Submission~~Changes ofin ~~matters~~Registrant’s toCertifying ~~a vote of Security Holders~~Accountant

~~The~~(a) ~~Annual~~June ~~Meeting~~27, of2025, ~~stockholders~~the ofAudit ~~PrimeEnergy~~Committee ~~Resources Corporation~~ (the “~~Company~~Committee”) ~~was held on June 5, 2025. The matters listed below were submitted to a vote~~ of the ~~stockholders~~Board ~~through~~of ~~the~~Directors ~~solicitation~~ of ~~proxies,~~PrimeEnergy ~~and~~Resources ~~the~~Corporation ~~proposals were described in~~ (the “Company’s”), ~~Proxy~~approved ~~Statement filed with~~ the ~~Securities~~dismissal ~~and~~of ~~Exchange~~Grassi ~~Commission~~& onCo., ~~April 7~~CPAs, ~~2025~~P.C. ~~There~~(“Grassi”) ~~were~~as ~~1,672,470 shares of~~ the Company’s ~~outstanding~~independent ~~and~~registered ~~entitled~~public toaccounting ~~vote at the Annual Meeting~~firm. ~~There~~On ~~were~~June 127,~~186,850~~ ~~shares~~2025 of (the ~~Company~~“Dismissal ~~present~~Date”), ~~in person or by proxy at~~ the ~~meeting.~~Company ~~The~~notified ~~final~~Grassi ~~results~~ of ~~the~~its ~~stockholder~~dismissal ~~votes~~effective ~~are listed below~~immediately.

~~Proposal~~Grassi’s ~~No.1~~reports –on ~~Election~~the Company’s consolidated financial statements as of ~~Directors~~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.

~~Five~~During ~~persons~~the ~~were~~two ~~nominated~~most byrecent ~~management~~fiscal ~~for~~years ~~election~~ended asDecember ~~Directors~~31, of2024 ~~the~~and ~~Company,~~2023 ~~each~~and ~~for~~in athe ~~term~~subsequent ofinterim ~~one~~period ~~year.~~through ~~All~~the ~~such~~Dismissal ~~persons~~Date, there were ~~currently~~(i) ~~serving~~no asdisagreements ~~Directors~~between of the Company. ~~There~~and ~~were~~Grassi noon ~~other~~any ~~nominees~~matter ~~and~~of ~~there~~accounting ~~was~~principles noor ~~solicitation~~practices, infinancial ~~opposition~~statement todisclosure, ~~management’s~~or ~~nominees.~~auditing ~~All~~scope ofor ~~such~~procedure, ~~nominees~~which ~~were~~disagreement, ~~elected.~~if ~~The~~not ~~names~~resolved to the satisfaction of ~~each~~Grassi, ~~Director~~would ~~elected~~have atcaused ~~the~~Grassi ~~meeting~~to ~~and~~make reference to the ~~number~~subject matter of ~~shares~~the ~~voted~~disagreement ~~for~~in orits ~~withheld~~reports on the consolidated financial statements for ~~each~~such ~~nominee~~years isand (ii) no “reportable events” (as ~~follows.~~that ~~There~~term ~~were~~is nodefined ~~abstentions~~in ~~and~~Item no304(a)(1)(v) ~~broker~~of ~~non~~Regulation S-~~votes~~K).

Name	For	Withheld
Charles E. Drimal, Jr	1,076,337	110,513
Beverly Cummings	1,068,101	118,749
H. Gifford Fong	1,148,614	38,236
Thomas S. T. Gimbel	1,146,375	40,475
Clint Hurt	1,106,397	80,453

The Company provided Grassi with a copy of this Current Report on Form 8-K, and requested that Grassi furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether Grassi agrees with the disclosures contained in this Current 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 and a copy of Grassi’s letter has been filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~Proposal~~(b) ~~No.2~~Also, –on AnJune ~~advisory~~27,~~non-bindingresolution~~ to2025 ~~approve~~(the ~~executive~~“Engagement ~~compensation~~Date”), ~~described~~the inCommittee approved the ~~Proxy~~engagement ~~Statement~~of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm. Withum was formally engaged on June 27, 2025.

~~The~~During ~~stockholders~~the ~~approved~~Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the ~~proposal~~subsequent interim period through the Engagement Date, neither the Company nor anyone on its behalf has consulted with Withum regarding (i) the ~~compensation~~application of accounting principles to a specified transaction, either completed or proposed, or the ~~named~~type ~~executive~~of ~~officers~~audit asopinion ~~disclosed~~that might be rendered on the Company’s financial 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 ~~Proxy~~accounting, ~~Statement~~auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as ~~follows:~~ 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).

For			905,423
Against			35,392
Abstain			246,035
Broker non-votes			0

Section 9 - Financial Statements and Exhibits

~~Proposal~~Item No9.301 ~~– An advisory,non~~-~~bindingproposal~~ ~~with~~Financial ~~regard~~Statements toand ~~the frequency that stockholders will vote on the Company’s executive compensation~~Exhibits

Total votes in favor of one year			274,284
Total votes in favor of two years			800
Total votes in favor of three years			910,899
Abstain			867
Broker non-votes			0

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).

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~~hereunto duly authorized.

Dated: June 530, 2025 PrimeEnergy Resources Corporation By: /s/ Beverly A. Cummings Name: Beverly A. Cummings Executive Vice President

Filing Compare · PRIMEENERGY RESOURCES CORP