SCHEDULE: PrimeEnergy CEO Charles Drimal Jr. Consolidates Voting Control to 58.3% Through New Agreements

Charles E. Drimal, Jr., Chairman, CEO, and President of PrimeEnergy Resources Corporation, has increased his beneficial ownership and voting control to 58.3% of the company's common stock through new voting agreements.

Summary

• Charles E. Drimal, Jr., Chairman, CEO, and President of PrimeEnergy Resources Corporation, now beneficially owns 1,374,070 shares, representing 58.3% of the company's outstanding common stock.
• This increase in beneficial ownership is primarily due to new voting agreements, not through the purchase or sale of shares by Mr. Drimal.
• Mr. Drimal holds sole voting and investment power over 520,644 shares and has sole voting power over an additional 155,926 shares through these new voting agreements.
• He also has control over 697,500 shares subject to presently exercisable options with strike prices between $1.00 and $1.25.
• The voting agreements grant Mr. Drimal exclusive and irrevocable voting rights for periods of either six months or one year, with options for renewal.
• The total outstanding shares of PrimeEnergy Resources Corporation were 1,660,500 as of May 14, 2025.

Sentiment

Score: 6

Explanation: The document reports a consolidation of voting power by the CEO, which can be viewed positively for leadership stability but also raises questions about minority shareholder influence. It is a factual update on control rather than a performance report, so a neutral-to-slightly positive score is appropriate given the stated 'beneficial to all parties' aspect of the agreements.

Positives

• Consolidation of voting control by the Chairman, CEO, and President, Charles E. Drimal, Jr., potentially indicating stable leadership and strategic direction.
• The voting agreements are described as beneficial to all parties involved, suggesting alignment of interests.

Risks

• Concentration of significant voting power (58.3%) in a single individual, Charles E. Drimal, Jr., which could limit the influence of other shareholders on corporate decisions.
• The voting agreements are for a limited period (six months or one year), and their termination upon sale of shares by the grantor or death/incapacity of either party introduces a potential future change in voting control.

Future Outlook

Charles E. Drimal, Jr. has no current plans or proposals that would result in the acquisition or disposition of additional securities, extraordinary corporate transactions, material asset sales, changes in the board or management, material changes in capitalization or dividend policy, or significant changes to the company's business or corporate structure.

Management Comments

• Assigning the voting rights associated with these shares to the Grantor for a limited period of time is beneficial to all parties involved.

Industry Context

This filing reflects a consolidation of voting power by the top executive within PrimeEnergy Resources Corporation. While specific industry trends are not detailed, such moves can be seen in mature industries where stability of leadership and strategic direction is prioritized, or where a controlling shareholder seeks to solidify their influence.

Comparison to Industry Standards

• This filing is a disclosure of beneficial ownership and voting control, not a financial performance report. Therefore, direct comparisons to industry-standard financial metrics or project results of comparable companies are not applicable.
• The concentration of over 50% voting power in a single individual, particularly the CEO, is a significant level of control, which is common in founder-led or closely-held companies, but less so in widely-held public corporations where dispersed ownership is typical.

Corporate Governance

Related Party Transactions

• Voting agreements entered into with various parties, including Nine Three Holdings, LLC (William Derrick) and William Derrick individually, granting Charles E. Drimal, Jr. exclusive voting rights over their shares. While not explicitly stated as related parties beyond the agreement, the involvement of the same individual (William Derrick) in two separate agreements suggests a relationship.

Stakeholder Impact

• Shareholders: Increased concentration of voting power in Charles E. Drimal, Jr. may reduce the influence of other shareholders on corporate decisions, particularly minority shareholders.
• Management: Charles E. Drimal, Jr.'s position as Chairman, CEO, and President is strengthened by the increased voting control, potentially providing greater stability in strategic direction.

Next Steps

• The voting agreements may be renewed by mutual written agreement between the Grantor and Grantee.

Key Dates

Recommendation

Keywords

PrimeEnergy Resources Corporation, Charles E. Drimal Jr., Schedule 13D, Beneficial Ownership, Voting Agreement, Corporate Governance, Shareholder Control, Common Stock, SEC Filing