SCHEDULE: PRIMEENERGY CEO Drimal Solidifies Control with New Voting Pacts

Charles E. Drimal, Jr. maintains 56.7% beneficial ownership of PRIMEENERGY RESOURCES CORP through new and updated voting agreements.

Summary

• Charles E. Drimal, Jr. filed Amendment No. 11 to his Schedule 13D, reporting changes in his beneficial ownership of PRIMEENERGY RESOURCES CORP common stock.
• His aggregate beneficial ownership stands at 1,323,070 shares, representing 56.7% of the Issuer's outstanding shares.
• This total includes 520,644 shares with sole voting and dispositive power, 697,500 shares from presently exercisable options (strike price $1.00 $1.25), and 104,926 shares under new voting agreements.
• New voting agreements were executed on February 11, 2026, with Jan K. Smeets (50,000 shares) and the William Nygren Revocable Trust (54,926 shares), granting Mr. Drimal sole voting power over these shares through December 31, 2026.
• Several previous voting agreements, totaling 24,000 shares, were terminated effective February 11, 2026, including those with B.W. Derrick, Inc. (13,250 shares), Nine Three Holdings, LLC (9,000 shares), and William Derrick (1,750 shares).
• Other voting agreements, totaling 131,926 shares, expired on December 31, 2025, including those with the William Frank 2013 REV Trust (14,000 shares), Ms. Smeets (63,000 shares), and the William Nygren Revocable Trust (54,926 shares).
• No shares of PRIMEENERGY RESOURCES CORP common stock were bought or sold by Mr. Drimal in the sixty days prior to this filing.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, as it clarifies and largely maintains the existing control structure, which can be seen as a sign of stability, despite some shifts in the underlying voting agreements.

Positives

• Charles E. Drimal, Jr. maintains significant control over PRIMEENERGY RESOURCES CORP with 56.7% beneficial ownership.
• New voting agreements secure voting rights for an additional 104,926 shares through December 31, 2026, with options for mutual written renewal, providing stability in control.
• The filing provides clear transparency regarding the current ownership structure and the mechanisms of control.

Negatives

• A decrease in the total number of shares under voting agreements due to the termination and expiration of previous agreements, although new agreements partially offset this.
• The reliance on voting agreements, which have defined expiration dates, introduces a need for ongoing management of these agreements to maintain voting control.

Risks

• The concentration of 56.7% of voting power in a single individual, Charles E. Drimal, Jr., could limit the influence of minority shareholders on corporate decisions.
• The voting agreements are subject to expiration on December 31, 2026, and require mutual written agreement for renewal, introducing potential future uncertainty regarding the long-term stability of voting control.

Future Outlook

The new voting agreements are effective through December 31, 2026, and may be renewed by mutual written agreement, indicating a potential for continued voting control beyond this date. No other forward-looking statements regarding company performance or strategy are provided.

Management Comments

• Mr. Drimal is the Chairman, Chief Executive Officer and President of the Issuer.

Industry Context

StockSavvy.ai notes that in the energy sector, particularly for smaller companies, concentrated ownership and control by key executives are not uncommon. This filing reinforces the existing leadership's firm grip on the company's strategic direction, which can be viewed positively for stability or negatively for potential lack of independent oversight, depending on an investor's perspective.

Comparison to Industry Standards

• The 56.7% beneficial ownership by a single executive, Charles E. Drimal, Jr., is a high level of concentration compared to the average for publicly traded companies, where institutional ownership is often more dispersed. For example, in larger energy companies like ExxonMobil or Chevron, no single individual typically holds such a dominant voting stake.
• The use of voting agreements to secure control is a common mechanism, particularly in companies where a founder or long-standing executive wishes to maintain influence without necessarily holding all shares directly. This is similar to arrangements seen in some tech startups or family-controlled businesses transitioning to public markets, though less common for established public entities without a dual-class share structure.
• The transparency provided by the Schedule 13D filing regarding these agreements aligns with SEC requirements, allowing investors to understand the control structure, which is a standard practice across all industries.

Corporate Governance

Stakeholder Impact

• Shareholders: The continued high concentration of voting power with Charles E. Drimal, Jr. means that minority shareholders will likely have limited influence on major corporate decisions. However, the clarity provided by the filing offers transparency on the control structure.
• Management: Charles E. Drimal, Jr., as Chairman, CEO, and President, reinforces his control over the company's strategic direction and operations through these voting agreements.

Next Steps

• The new voting agreements are effective through December 31, 2026, and may be renewed by mutual written agreement between Mr. Drimal and the respective Holders.

Key Dates

Keywords

PRIMEENERGY RESOURCES CORP, Charles E. Drimal Jr., Schedule 13D, Beneficial Ownership, Voting Agreements, Corporate Control, Shareholder Voting Rights, SEC Filing, Common Stock