PrimeEnergy Corp 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024Or☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period Fromto.is Commission File Number0-7406 PrimeEnergy Resources Corporation(Exact name of registrant as specified in its charter) Delaware84-0637348(state or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 9821 Katy Freeway,Houston,Texas77024(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (713)735-0000 Securities registered pursuant to Section12(g) of the Act Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.Yes☐No☒Indicate whether registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.LargeAcceleratedFiler☐AcceleratedFiler☐ SmallerReportingCompany☒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 Section13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicateby check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ Auditor PCAOB ID Number:606AuditorName:Grassi&Co.,CPAs,P.C.AuditorLocation:NewYork,NYThe aggregate market value of the voting stock of the registrant held by non-affiliates, computed by reference to the average bidand asked price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter,was $66,363,685. The number of shares outstanding of the registrant’s Common Stock, par value $0.10 per share, as of April 8,2025, was1,672,470. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s proxy statement to be furnished to stockholders in connection with its Annual Meeting of Stockholders to be held on June 5, 2025, are incorporated by reference in Part III hereof. TABLE OF CONTENTS PARTIDefinitions of Certain Terms and Conventions Used Herein2Cautionary Statement Concerning Forward-Looking Statements4Item1.Business5Item1A.Risk Factors15Item1B.Unresolved Staff Comments28Item1C.Cybersecurity28Item2.Properties30Item3.Legal Proceedings35Item4.Mine Safety Disclosures35PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36Item6.Reserved37Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item7A.Quantitative and Qualitative Disclosures About Market Risk41Item8.Financial Statements and Supplementary Data42Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures42Item9A.Controls and Procedures42Item9B.Other Information43Item9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections43PARTIIIItem10.Directors, Executive Officers and Corporate Governance44Item11.Executive Compensation44Item12.Security Owner