SCHEDULE: PrimeEnergy Resources Corp: Director Exits 5% Ownership Threshold

Gifford Fong reports a decrease in beneficial ownership of PrimeEnergy Resources Corp. stock to below 5% following the termination of voting agreements.

Summary

• Gifford Fong, a Director of PrimeEnergy Resources Corp., has filed an amendment to Schedule 13D to report a decrease in his beneficial ownership of the company's common stock.
• This reduction in ownership is due to the termination of two Voting Agreements, dated June 3, 2023, between Mr. Fong and Steven Fong, and Mr. Fong and Timothy Fong, respectively.
• As of April 22, 2026, Mr. Fong no longer has voting power or beneficial ownership of the shares previously held by Steven Fong and Timothy Fong.
• Consequently, Mr. Fong's beneficial ownership has fallen below the 5% threshold, and he is no longer required to file Schedule 13D.
• This filing serves as a final amendment and an exit filing for Mr. Fong.
• Mr. Fong directly holds 54,364 shares, representing approximately 3.4% of the Issuer's outstanding shares as of April 10, 2026.
• The filing explicitly states that Mr. Fong has no current plans or proposals that would lead to significant corporate actions such as acquisitions, extraordinary transactions, asset sales, management changes, or changes in capitalization or dividend policy.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily administrative, detailing a reduction in beneficial ownership below a reporting threshold without indicating any new strategic initiatives or significant changes in the company's operational outlook.

Positives

• Gifford Fong's direct beneficial ownership is clearly stated at 54,364 shares.
• The filing confirms Mr. Fong has no current plans for actions that could negatively impact the company's structure or operations.

Negatives

• Gifford Fong's beneficial ownership has decreased below the 5% reporting threshold, indicating a reduced stake or influence.
• The termination of voting agreements suggests a potential shift in alignment or strategy among key stakeholders.

Risks

• The termination of voting agreements could lead to a less consolidated voting bloc, potentially impacting future corporate decisions.
• While Mr. Fong states no current plans, future changes in his holdings or intentions are not precluded by this exit filing.

Future Outlook

Mr. Fong has no current plans or proposals that relate to or would result in any material changes to the Issuer's business, corporate structure, capitalization, dividend policy, or any other significant corporate actions.

Management Comments

• Mr. Fong has no dispositive power over nor any pecuniary interest in the Shares held by Steven Fong and Timothy Fong.
• This Amendment No. 1 is being filed solely to report a decrease in his beneficial ownership due to the termination of both Voting Agreements on April 22, 2026.
• Mr. Fong no longer has voting power or beneficial ownership of the Shares held by Steven Fong and Timothy Fong.
• As a result, Mr. Fong is no longer the beneficial owner of more than 5% of the outstanding Shares.
• The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for Mr. Fong.

Industry Context

StockSavvy.ai notes that this filing is a standard Schedule 13D amendment, indicating a change in significant beneficial ownership. Such filings are crucial for transparency in the market, especially when a director's stake falls below a reporting threshold, potentially signaling a shift in insider influence or strategy.

Related Party Transactions

• Termination of Voting Agreements between Gifford Fong and Steven Fong, and Gifford Fong and Timothy Fong.

Stakeholder Impact

• Shareholders: Reduced direct influence of a director below the 5% threshold may lead to a perception of decreased insider commitment, though the filing states no current plans for significant corporate actions.
• Management: The exit filing signifies a change in reporting requirements for Mr. Fong, but he remains a Director.
• Other Stakeholders: No immediate direct impact is indicated, as the filing focuses on ownership thresholds and not operational changes.

Next Steps

• Gifford Fong will no longer be required to file Schedule 13D for PrimeEnergy Resources Corp. as his beneficial ownership is below 5%.

Key Dates

Keywords

Schedule 13D, PrimeEnergy Resources Corp, Gifford Fong, Beneficial Ownership, Voting Agreement, SEC Filing, Director, Stock Ownership, Amendment, Exit Filing