PRIMEENERGY RESOURCES CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.__)

Check the appropriate box:

**PRIMEENERGY RESOURCES CORPORATION **

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF

PrimeEnergy Resources Corporation

TO BE HELD ON

June 5, 2025

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of PrimeEnergy Resources Corporation (the “Company”) will be held on Thursday, June 5, 2025, at 9:00 a.m., CDT, at the offices of the Company at 9821 Katy Freeway, Houston, Texas 77024, for the following purposes:

1. To elect the five (5) director nominees named in this proxy statement (the “Proxy Statement”), each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;

2. An advisory (non-binding) vote to approve our executive compensation as described in the accompanying Proxy Statement;

3. An advisory (non-binding) vote on the frequency of future votes to approve executive compensation, and

4. To transact such other business as may properly be brought before the Annual Meeting or at any adjournment or postponement thereof.

The Annual Meeting may be adjourned or postponed from time to time without other notice than by announcement at the Annual Meeting, or at any adjournment or postponement thereof, and any and all business for which the Annual Meeting is hereby noticed may be transacted at any such adjournment or postponement.

The Board of Directors has fixed April 7, 2025, as the date for the taking of a record of the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

Enclosed is a form of proxy solicited by the Board of Directors of the Company. Stockholders who do not plan to attend the Annual Meeting in person are requested to date, sign and return the enclosed proxy in the enclosed self-addressed envelope, to which no postage need be affixed if mailed in the United States. Your proxy may be revoked at any time before it is exercised and will not be used if you attend the Annual Meeting and prefer to vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/S/ VIRGINIA M. FORESE

Virginia M. Forese

Corporate Secretary

April 25, 2025

Important Notice Regarding Internet Availability of

Proxy Materials for the Annual Meeting of Stockholders

to be held on June 5, 2025

The Proxy Statement and other proxy materials for this Annual Meeting and the Company’s 2024 Annual Report

to Stockholders are available at www.proxydocs.com/PNRG

PROXY STATEMENT