Form 8-K

8-K — Prairie Operating Co.

Accession: 0001140361-26-012029

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001162896

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20068429_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20068429_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20068429_8k.htm · Sequence: 1

false000116289600011628962026-03-302026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

Delaware

001-41895

98-0357690

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

55 Waugh Drive

Suite 400

Houston, TX

77007

(Address of principal executive offices)

(Zip Code)

(713) 716-1200 (Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

PROP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On March 30, 2026, Prairie Operating Co. announced its financial results for the year ended December 31, 2025 by issuing a press release. The full

text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.

The information being furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release, dated March 30, 2026.

104

Cover Page Interactive Date File-formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

PRAIRIE OPERATING CO.

By:

/s/ Gregory S. Patton

Name:

Gregory S. Patton

Title:

Executive Vice President & Chief Financial Officer

Date: March 30, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20068429_ex99-1.htm · Sequence: 2

Exhibit 99.1

Prairie Operating Co. Announces Year End 2025 Results

•

2025 total revenue of $241.6 million (approximately $315.0 million including Bayswater), an increase of approximately 3,000% year-over-year

•

Record Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater), an increase of over 975% year-over-year

•

Approximately 3,900% increase in yearly production to an average of 18,500 Boe/d (approximately 24,000 Boe/d including Bayswater) (50% oil /

73% liquids)

•

Current production rate of approximately 28,000 net Boe/d

•

Reached agreement to extend grant of Series F Preferred equity anniversary warrants

Houston, Texas, March 30, 2026 (GLOBE NEWSWIRE) — Prairie

Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”), an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ)

Basin – today announced its financial and operational results for the year ended December 31, 2025.

Recent Key Highlights

•

Record total production of 6.75 million of barrels of oil equivalent (“MMBoe”) (approximately 73% liquids).

•

Proved reserves of 121,119 MBoe, 43% of which are proved undeveloped with a discounted future net cash flows of $851.7 million, PV-10(1)

of $1,219.8 million.

•

Expanded hedging program, securing favorable commodity pricing through 2029.

•

Closed and completed transition services period for $602.75 million acquisition of assets from Bayswater Exploration & Production.

•

Completed six additional complementary acquisitions, adding approximately 44,000 net acres at attractive metrics.

•

Exited 2025 with a current production rate of approximately 28,000 net Boe/d, reflecting the strength of the Company’s asset base and the impact of

development activity during the year.

(1) EBITDA and PV-10 are Non-GAAP measures, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial

measures used throughout this Current Report on Form 8-K.

Richard Frommer Interim Chief Executive Officer, commented:

“2025 marked a transformational year for Prairie. We materially scaled production, expanded margins, fully

integrated the Bayswater assets, and strengthened our balance sheet while maintaining capital discipline and operational excellence.”

“Our team delivered record production and Adjusted EBITDA (1), giving us strong momentum

entering 2026. With a deep inventory of high-quality drilling locations, expanded hedge protection, and growing scale in the DJ Basin, we believe Prairie is well positioned to execute on its strategy and create long-term shareholder value.”

Year End 2025 Results Summary

•

Revenue of $241.6 million (approximately $315.0 million including Bayswater), driven by realized prices (excluding hedges) of $59.91 per barrel for oil, $18.16 per barrel for NGLs, and $0.88 per Mcf for natural gas.

•

Net loss attributable to common stockholders of $60.9 million, or $1.35 basic loss per share.

•

Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater) compared to $(17.7) million for the year

ended December 31, 2024.

•

Capital expenditures incurred of $183.4 million, approximately 35% below midpoint of guidance.

•

Net cash provided by operating activities of $153.9 million.

•

Proved reserves of 121,119 MBoe, 43% of which are proved undeveloped.

•

Standardized measure of discounted future net cash flows of $851.7 million, PV-10(1) of $1,219.8 million.

(1) Adjusted EBITDA and PV-10 are Non-GAAP measures, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures

used throughout this Current Report on Form 8-K.

2025 Operational Summary

Operationally, 2025 marked a significant step forward for Prairie as the Company completed the transition period following the Bayswater acquisition and assumed full

operational control of those assets.

On April 1, 2025, we launched the development program at our Rusch pad development in Weld County, which consists of 11 two-mile lateral wells. The Rusch wells came

online late in September 2025 with initial average oil and natural gas production measured before any deductions for fuel, flare, or vented volumes (“Two-stream”) gross production of 475 Boe/d.

On April 28, 2025, we announced our plan to begin completions on nine previously drilled but uncompleted wells acquired in the Bayswater Acquisition. Completion

activities at the Opal/Coalbank pad began in May 2025, and the wells came online mid-July 2025 with initial average Two-stream gross production of 725 Boe/d.

On June 1, 2025, we moved the drilling rig to our Noble pad development in Weld County, which consists of seven wells. The Noble wells came online in November 2025

with initial average Two-stream gross production of 550 Boe/d.

In September 2025, we moved the drilling rig to our then-recently acquired Simpson pad development in Weld County, which consists of six wells. Three of the Simpson

pad wells came online in December 2025 and the remainder came online in January 2026 with initial average Two-stream gross production of 500 Boe/d.

In December 2025, we moved the drilling rig to our Blehm pad and then our Schneider pad, both of which are in Weld County and consist of five wells each. Completion

activities at the Blehm and Schneider pads are ongoing and first production is expected early in the second quarter of 2026.

At the end of 2025, we moved the drilling rig to our Elder East and West pad, which consists of nine wells. Drilling at the Elder East and West pad is expected to be

completed towards the end of the first quarter of 2026.

Year End 2025 Results

Key Financial Highlights

(In thousands, except per share amounts)

Year Ended December 31, 2025

Total revenues

241,648

Net loss attributable to common stockholders

(60,907

)

Loss per share – basic & diluted

(1.35

)

Adjusted EBITDA

155,535

Capital expenditures

183,352

Reserves

Our reserve estimates as of December 31, 2025, are based on a reserve report prepared by Cawley, Gillespie & Associates Inc. (“CG&A”) in accordance with the

rules and regulations of the SEC in Regulation S-X, Rule 4-10, and do not include probable or possible reserves. All of our proved reserves presented below are located in the DJ Basin.

The following table presents our estimated proved reserves by category, the standardized measure of discounted future net cash flows, PV-10, and the prices used in

the calculation of net proved reserves estimates for the year ended December 31, 2025:

Year Ended December 31,

2025

Net reserve volumes:

Proved developed producing:

Oil (MBbls)

27,900

Natural gas (MMcf)

122,975

NGL (MBbls)

17,974

Total (MBoe) (1)

66,370

Proved developed non-producing:

Oil (MBbls)

1,406

Natural gas (MMcf)

2,258

NGL (MBbls)

330

Total (MBoe) (1)

2,112

Proved undeveloped:

Oil (MBbls)

30,725

Natural gas (MMcf)

70,041

NGL (MBbls)

10,238

Total (MBoe) (1)

52,637

Total proved:

Oil (MBbls)

60,031

Natural gas (MMcf)

195,274

NGL (MBbls)

28,542

Total (MBoe) (1)

121,119

Reserves data (in thousands):

Standardized measure of discounted future net cash flows

851,702

PV-10 (2)

1,219,814

SEC Prices (3):

Oil (per Bbl)

65.34

Natural gas (per Mcf)

3.39

NGL (per Bbl)

19.28

(1)

Assumes a ratio of 6 MMcf of natural gas per MBoe.

(2)

PV-10 is a financial measure not presented in accordance with U.S. GAAP. PV-10 is derived from the Standardized Measure, which is the most directly

comparable GAAP financial measure for proved reserves. PV-10 is a computation of the Standardized Measure on a pre-tax basis and is equal to the Standardized Measure at the applicable date, before deducting future income taxes discounted

at 10%.

(3)

Our estimated proved reserves and the related net revenues were determined using the 12-month unweighted arithmetic average of the first-day-of-the-month

price for each month in the period January through December (“SEC Prices”). The SEC Prices are adjusted for treating costs and/or crude quality and gravity corrections.

Revenue and Production

Revenue for the year ended December 31, 2025 was $241.6 million, $204.0 million related to oil. Production for the year ended December 31, 2025 was

6,748 MBoe and was comprised of approximately 50% oil (approximately 73% liquids).

Year Ended December 31, 2025 (1)

Revenues (in thousands)

Oil revenue

204,040

Natural gas revenue

9,472

NGL revenue

28,136

Total revenues

241,648

Production:

Oil (MBbls)

3,406

Natural gas (MMcf)

10,753

NGL (MBbls)

1,550

Total production (MBoe) (2)

6,748

Average sales volumes per day (Boe/d)

18,487

Average realized price (excluding effects of derivatives):

Oil (per MBbl)

59.91

Natural gas (per MMcf)

0.88

NGL (per MBbl)

18.16

Average realized price (per MBoe)

35.81

Average realized price (including effects of derivatives):

Oil (per MBbl)

63.87

Natural gas (per MMcf)

1.65

NGL (per MBbl)

17.93

Average price (per MBoe)

38.98

Average NYMEX prices:

WTI (per MBbl)

65.39

Henry Hub (per MMBtu)

3.51

(1)

Total revenues and production for the year ended December 31, 2025, include revenue and production volumes from the assets acquired from Bayswater beginning

on March 26, 2025, the closing date of the acquisition, through December 31, 2025.

(2)

MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.

Operating Costs

(In thousands, except per Boe amounts)

Year Ended December 31, 2025 (1)

Lease operating expenses

41,411

Lease operating expenses per Boe

6.14

Transportation and processing

8,910

Transportation and processing per Boe

1.32

Ad valorem and production taxes (2)

21,231

Ad valorem and production taxes per Boe

3.15

General and administrative expenses (3)

50,614

General and administrative expenses per Boe

7.50

(1)

Total operating expenses for the year ended December 31, 2025, include operating expenses for the assets acquired from Bayswater beginning on March 26, 2025,

the closing date of the acquisition, through December 31, 2025. Operating expenses per Boe for the year ended December 31, 2025 are calculated over production volumes which include volumes from the assets acquired from Bayswater beginning

on March 26, 2025, the closing date of the acquisition, through December 31, 2025.

(2)

Ad valorem and production taxes payable for the year ended December 31, 2025 includes the quarterly Colorado production fee of $1.7 million.

(2)

General and administrative expenses for the year ended December 31, 2025 includes non-cash long-term incentive compensation expenses of $14.8 million.

Acquisitions and Capital Expenditures

(In thousands)

Year Ended December 31, 2025

Cash paid for Bayswater asset purchase

459,593

Capital expenditures – cash

177,700

Other asset and leasehold purchases (1)

19,428

(1)

Other asset and leasehold purchases for the year ended December 31, 2025 includes cash paid for Edge acquisition, the third Exok acquisition, and the Summit

and Crown acquisitions.

Liquidity and Capital Resources

As of December 31, 2025, we had approximately $109.0 million of liquidity, primarily consisting of borrowings available under our Credit Facility. As of December 31,

2025, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

2026 Updated Guidance

Prairie initiates full-year guidance for 2026 as follows:

●

Average Daily Production: 25,500 – 27,500 Boe/d.

●

Capital Expenditures: $200.0 million – $220.0 million.

●

Adjusted EBITDA(1): $240.0 million and $260.0 million.

(1) Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used

throughout this Current Report on Form 8-K.

Commodity Hedges

The following table reflects contracted volumes and weighted average prices we will receive under the terms of our derivative contracts as of December 31, 2025:

Settling

January 1, 2026

through

December

31, 2026

Settling

January 1, 2027

through

December

31, 2027

Settling

January 1, 2028

through

December

31, 2028

Crude Oil Swaps:

Notional volume (Bbls)

4,230,866

3,306,753

1,515,007

Weighted average price ($/Bbl)

62.36

62.03

61.60

Natural Gas Swaps:

Notional volume (MMBtus)

13,420,634

11,882,126

4,406,357

Weighted average price ($/MMBtu)

4.08

4.07

4.00

Ethane Swaps:

Notional volume (Bbls)

288,956

232,375

51,809

Weighted average price ($/Bbl)

11.54

11.05

11.28

Propane Swaps:

Notional volume (Bbls)

509,724

417,744

94,220

Weighted average price ($/Bbl)

26.36

26.51

26.00

Iso Butane Swaps:

Notional volume (Bbls)

63,185

50,812

11,328

Weighted average price ($/Bbl)

33.92

30.22

29.63

Normal Butane Swaps:

Notional volume (Bbls)

174,809

140,580

31,343

Weighted average price ($/Bbl)

35.24

31.37

30.37

Pentane Plus Swaps:

Notional volume (Bbls)

130,321

104,802

23,366

Weighted average price ($/Bbl)

53.05

52.40

52.49

During the first quarter of 2026, we executed a portfolio of hedges securing the following weighted-average prices through the indicated periods:

Settling

January 1, 2026

through

December

31, 2026

Settling

January 1, 2027

through

December

31, 2027

Settling

January 1, 2028

through

December

31, 2028

Settling

January 1, 2029

through

June 30, 2029

Crude Oil Swaps:

Notional volume (Bbls)

695,518

960,750

861,300

210,000

Weighted average price ($/Bbl)

65.33

63.49

62.94

61.57

Natural Gas Swaps:

Notional volume (MMBtus)

600,000

1,600,000

1,200,000

400,000

Weighted average price ($/MMBtu)

4.05

4.07

4.11

Ethane Swaps:

Notional volume (Bbls)

98,985

168,300

—

Weighted average price ($/Bbl)

10.63

10.21

9.55

—

Propane Swaps:

Notional volume (Bbls)

64,175

104,940

—

Weighted average price ($/Bbl)

30.07

28.22

25.87

—

Iso Butane Swaps:

Notional volume (Bbls)

14,070

23,760

—

Weighted average price ($/Bbl)

39.36

35.10

31.32

—

Normal Butane Swaps:

Notional volume (Bbls)

25,795

43,560

—

Weighted average price ($/Bbl)

37.99

33.81

30.35

—

Pentane Plus Swaps:

Notional volume (Bbls)

31,475

55,440

—

Weighted average price ($/Bbl)

60.06

55.05

52.94

—

Non-GAAP Financial Measures

This Current Report on Form 8-K contains Adjusted EBITDA and PV-10, which are financial measures not calculated or presented in accordance with GAAP. These

supplemental non-GAAP financial measures are used by management and external users of our financial statements, such as investors, lenders, and rating agencies and may not be comparable to similarly titled measures reported by other companies.

Adjusted EBITDA

Adjusted EBITDA is used by management to evaluate the performance of our business, make operational decisions, and assess our ability to generate cashflows.

Management believes Adjusted EBITDA provides investors with helpful information to better understand the underlying performance trends of our business, facilitate period-to-period comparisons, and assess the company’s operating results.

Adjusted EBITDA is derived from net income (loss) from continuing operations and is adjusted for income tax expense, depreciation, depletion, and amortization,

accretion of asset retirement obligations, abandonment and impairment of unproved properties, non-cash stock-based compensation, interest expense, net, non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants, loss on

debt issuance, unrealized gain on derivatives, and litigation settlement expense, all as applicable. We adjust net income (loss) from continuing operations for the items listed above to arrive at Adjusted EBITDA because these amounts can vary

substantially between periods and companies within our industry depending upon accounting methods, book values of assets, capital structures, and the method by which assets were acquired. Adjusted EBITDA has limitations as an analytical tool,

including that it excludes certain items that affect our reported financial results. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income calculated in accordance with GAAP or as an indicator of our

operating performance or liquidity. Additionally, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following table presents the reconciliation of Net income (loss) from continuing operations to Adjusted EBITDA for the years indicated:

Year Ended December 31,

2025 (1)

2024

(In thousands)

Net income (loss) from continuing operations reconciliation to Adjusted EBITDA:

Net income (loss) from continuing operations

32,051

(39,867

)

Adjustments:

Depreciation, depletion, and amortization

48,916

427

Accretion of asset retirement obligations

247

Abandonment and impairment of unproved properties (2)

3,409

—

Non-cash stock-based compensation

14,764

8,377

Interest expense, net

27,471

562

Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (3)

63,341

5,358

Non- cash loss on issuance of debt (4)

—

3,039

Unrealized (gain) loss on derivatives

(57,834

)

4,395

Litigation settlement expense

1,516

—

Income tax expense (5)

21,654

—

Adjusted EBITDA

155,535

(17,703

)

(1)

Net income (loss) from continuing operations for the year ended December 31, 2025 includes revenue and related expenses attributable to the assets acquired

from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through December 31, 2025.

(2)

Reflects the abandonment of unproved locations which we have deemed non-core and allowed to expire during the year.

(3)

Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.

(4)

Reflects the loss recognized for the issuance of the Subordinated Note and the Subordinated Note Warrants in the third quarter of 2024.

(5)

Reflects deferred

income tax expense recognized for the year ended December 31, 2025.

The following table presents the reconciliation of our expected full-year 2026 Net income to our expected full-year 2026 Adjusted EBITDA:

Full-year 2026 Guidance Range

(In millions)

Net income reconciliation to Adjusted EBITDA:

Net income

Adjustments:

Depreciation, depletion, and amortization

Accretion of asset retirement obligations

Non-cash stock-based compensation

Interest expense, net

Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (1)

Unrealized loss on derivatives

Income tax expensed (2)

Adjusted EBITDA

240

260

(1)

Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.

(2)

Reflects deferred income tax expense.

PV-10

PV-10 is a financial measure not presented in accordance with U.S. GAAP. PV-10 is derived from the Standardized Measure, which is the most directly comparable GAAP

financial measure for proved reserves. PV-10 is a computation of the Standardized Measure on a pre-tax basis and is equal to the Standardized Measure at the applicable date, before deducting future income taxes discounted at 10%. Neither PV-10

nor Standardized Measure represents an estimate of the fair market value of the applicable crude oil, natural gas, and NGLs properties.

We believe that the presentation of PV-10 is relevant and useful to our investors as a supplemental disclosure to the Standardized Measure, or after-tax amount,

because it presents the discounted future net cash flows attributable to our reserves before considering future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each

company, PV-10 is based on prices and discount factors that are consistent for all companies. PV-10 has limitations as a financial measure since it excludes future income taxes and should not be considered as an alternative to, or more meaningful

than, Standardized Measure calculated in accordance with GAAP.

The following table presents the reconciliation of the Standardized Measure to the PV-10 of our estimated proved reserves for the years indicated:

Year Ended December 31,

2025

2024

(In thousands)

Standardized Measure

851,702

255,142

Present value of future income taxes discounted at 10%

368,112

48,017

PV-10

1,219,814

303,159

Cautionary Statement about Forward-Looking Statements

The information included in this Current Report on Form 8-K and in any oral statements made in connection herewith include “forward-looking statements” within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding future financial performance,

business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations,

estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.

When used in this Current Report on Form 8-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may

identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on our current expectations and beliefs concerning future

developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are

beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks are not exhaustive. Other sections of this Current Report on Form 8-K could include additional factors that could adversely affect our business and

financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of

all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our Securities and Exchange Commission

(the “SEC”), filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from

those projected in these forward-looking statements. Accordingly, forward-looking statements in this Current Report on Form 8-K should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

All forward-looking statements, expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by this cautionary

statement.

Regulation FD Disclosure

The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and the

investor relations section of its website at www.prairieopco.com.

In addition to these traditional channels, the Company also uses its official social media accounts as a means of disclosing information about Prairie and its

business, and to comply with its disclosure obligations under Regulation FD. The Company’s official social media accounts currently include @PrairieOpCo on X (formerly Twitter) and linkedin.com/company/prairie-operating-co on LinkedIn.

Information the Company posts through these social media channels may be deemed material. Accordingly, investors, the media, and others interested in the Company should monitor these accounts in addition to following the Company’s press releases,

SEC filings, and public conference calls and webcasts. The Company may update the list of official social media accounts from time to time, and any such updates will be posted on the investor relations section of its website.

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas

liquid resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is

committed to the responsible development of its oil natural gas, and natural gas liquid resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.

More information about the Company can be found at www.prairieopco.com.

Investor Relations Contact:

Wobbe Ploegsma

info@prairieopco.com

832-274-3449

Prairie Operating Co. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share amounts)

December 31, 2025

December 31, 2024

Assets

Current assets:

Cash and cash equivalents

5,192

Oil, natural gas, and NGL accrued revenue

22,728

3,024

Joint interest and other receivables

23,106

9,275

Derivative assets

28,812

—

Inventory

3,604

Prepaid expenses and other current assets

1,452

312

Note receivable

—

494

Total current assets

79,722

18,302

Property and equipment:

Oil and natural gas properties, successful efforts method of accounting including $57,897 and $70,462 excluded from

depletable base as of December 31, 2025 and 2024, respectively

852,732

134,953

Other property and equipment

21,067

Less: Accumulated depreciation, depletion, and amortization

(49,343

)

(427

)

Total property and equipment, net

824,456

134,620

Derivative assets

24,627

—

Debt issuance costs, net

12,642

1,731

Operating lease assets

2,966

1,323

Other non–current assets

133

578

Total assets

944,546

156,554

Liabilities, Mezzanine Equity, and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

62,792

38,225

Oil, natural gas, and NGL revenue payable

30,300

2,366

Ad valorem and production taxes payable

31,385

7,094

Senior convertible note, at fair value

—

12,555

Derivative liabilities

—

2,446

Operating lease liabilities

1,300

323

Total current liabilities

125,777

63,009

Long–term liabilities:

Credit facility

366,000

28,000

Subordinated note – related party

1,458

4,609

Subordinated note warrants, at fair value – related party

316

4,159

Series F convertible preferred stock embedded derivatives, at fair value

15,853

—

Series F convertible preferred stock warrants, at fair value

90,134

—

SEPA, at fair value

—

790

Derivative liabilities

—

1,949

Oil, natural gas, and NGL revenue payable

27,402

—

Ad valorem and production taxes payable

22,751

—

Deferred tax liability

21,652

—

Asset retirement obligation

4,019

227

Operating lease liabilities

1,792

1,043

Other long-term liabilities

1,082

—

Total long–term liabilities

552,459

40,777

Total liabilities

678,236

103,786

Commitments and contingencies

Mezzanine equity:

Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 121,050 and 0 shares issued and

outstanding as of December 31, 2025 and 2024, respectively

136,146

—

Stockholders’ equity:

Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 5,982 and 14,457 shares issued and

outstanding as of December 31, 2025 and 2024, respectively

—

Common stock; $0.01 par value; 500,000,000 shares authorized, and 62,499,375 and 23,045,209 shares issued and outstanding

as of December 31, 2025 and 2024, respectively

625

230

Treasury stock, at cost; 111,357 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively

(531

)

—

Additional paid–in capital

217,785

172,304

Accumulated deficit

(87,715

)

(119,766

)

Total stockholders’ equity

130,164

52,768

Total liabilities, mezzanine equity, and stockholders’ equity

944,546

156,554

Prairie Operating Co. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

Years Ended December 31,

2025

2024

Revenues:

Crude oil sales

204,040

6,595

Natural gas sales

9,472

551

NGL sales

28,136

793

Total revenues

241,648

7,939

Operating expenses:

Lease operating expenses

41,411

1,265

Transportation and processing expenses

8,910

864

Ad valorem and production taxes

21,231

591

Depreciation, depletion, and amortization

48,916

427

Accretion of asset retirement obligation

247

Exploration expenses

1,332

734

Abandonment and impairment of unproved properties

3,409

—

General and administrative expenses

50,614

30,565

Total operating expenses

176,070

34,452

Income (loss) from operations

65,578

(26,513

)

Other (expenses) income:

Interest expense

(28,521

)

(1,142

)

Gain (loss) on derivatives, net

79,230

(4,395

)

Loss on adjustment to fair value – embedded derivatives, debt, and warrants

(63,341

)

(5,358

)

Loss on issuance of debt

—

(3,039

)

Interest income and other

759

580

Total other expenses

(11,873

)

(13,354

)

Income (loss) from operations before income taxes

53,705

(39,867

)

Income tax expense

(21,654

)

—

Net income (loss) from continuing operations

32,051

(39,867

)

Discontinued operations

Loss from discontinued operations, net of taxes

—

(1,045

)

Net loss from discontinued operations

—

(1,045

)

Net income (loss) attributable to Prairie Operating Co.

32,051

(40,912

)

Series F preferred stock declared dividends

(11,269

)

—

Series F preferred stock undeclared dividends

(1,211

)

—

Remeasurement of Series F preferred stock

(80,478

)

—

Net loss attributable to Prairie Operating Co. common stockholders

(60,907

)

(40,912

)

Loss per common share:

Loss per share, basic and diluted

(1.35

)

(2.65

)

Weighted average common shares outstanding, basic and diluted

45,232,756

15,453,502

Prairie Operating Co. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

Year Ended December 31,

2025

2024

Cash flows from operating activities:

Net income (loss) from continuing operations

32,051

(39,867

)

Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation, depletion, and amortization

48,916

427

Accretion of asset retirement obligation

247

Abandonment and impairment of unproved properties

3,409

—

Stock based compensation

14,764

8,377

Unrealized (gain) loss on derivatives

(57,834

)

4,395

Loss on adjustment to fair value – embedded derivatives, debt, and warrants

63,341

5,358

Deferred income tax expense

21,654

—

Amortization of deferred financing costs

3,175

Loss on issuance of debt

—

3,039

Non-cash SEPA commitment fee

—

600

Changes in operating assets and liabilities:

Oil, natural gas, and NGL accrued revenue

(19,703

)

(3,024

)

Joint interest and other receivables

(6,229

)

(9,241

)

Inventory

(3,552

)

—

Prepaid expenses and other current assets

(1,140

)

(74

)

Accounts payable and accrued expenses

19,202

18,590

Oil, natural gas, and NGL revenue payable

17,478

1,140

Ad valorem and production taxes payable

17,947

496

Other assets and liabilities

176

(65

)

Net cash provided by (used in) continuing operating activities

153,902

(9,808

)

Net cash provided by discontinued operations

—

460

Net cash provided by (used in) operating activities

153,902

(9,348

)

Cash flows from investing activities:

Cash paid for Bayswater asset purchase, net of cash received

(459,593

)

—

Development of oil and natural gas properties

(177,700

)

(28,522

)

Other asset and leasehold purchases

(19,428

)

(94

)

Cash received from payment on note receivable related to sale of cryptocurrency miners

805

338

Cash paid for Nickel Road asset purchase, net of cash received

—

(55,509

)

Transaction expenses paid related to Nickel Road asset purchase

—

(239

)

Deposit on other oil and natural gas properties purchase

—

(382

)

Cash received from sale of cryptocurrency miners

—

1,000

Net cash used in investing activities

(655,916

)

(83,408

)

Cash flows from financing activities:

Borrowings on the Credit Facility

390,000

28,000

Repayment on the Credit Facility

(52,000

)

—

Debt issuance costs associated with the Credit Facility

(14,085

)

(336

)

Proceeds from the issuance of Common Stock

43,817

15,000

Financing costs associated with issuance of Common Stock

(3,857

)

(5,008

)

Proceeds from the issuance of Series F Preferred Stock

148,250

—

Financing costs associated with the issuance of Series F Preferred Stock

(12,171

)

—

Proceeds from the issuance of the Subordinated Note – related party

—

5,000

Payments of the Subordinated Note – related party

(3,214

)

(1,786

)

Proceeds from the issuance of the Senior Convertible Note

—

14,250

Payments of the Senior Convertible Note

—

(3,748

)

Proceeds from option exercise

633

—

Treasury stock repurchased

(531

)

—

Proceeds from the exercise of Series D and E Preferred Stock warrants

—

33,539

Net cash provided by financing activities

496,842

84,911

Net decrease in cash and cash equivalents

(5,172

)

(7,845

)

Cash and cash equivalents, beginning of the year

5,192

13,037

Cash and cash equivalents, end of the year

5,192

Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities and supplemental cash flow disclosures relating to the cash paid for interest and income

taxes for the years indicated:

Year Ended December 31,

2025

2024

(In thousands)

Non–cash investing activities:

Increase in capital expenditure accruals and accounts payable

5,652

14,136

Equipment purchased in exchange for note payable

560

—

Non–cash financing activities:

Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price (1)

16,000

—

Common Stock issued for SEPA commitment fee (2)

—

600

Common Stock issued upon conversion of Senior Convertible Note (3)

18,164

—

Common Stock issued upon conversion of Series D Preferred Stock

8,475

6,170

Common Stock issued upon conversion of Series E Preferred Stock

—

20,000

Common Stock issued upon conversion of Series F Preferred Stock

38,490

—

Common Stock issued for Series F Preferred Stock dividends (4)

11,269

—

Credit facility issuance costs included in accrued liabilities

—

331

Credit facility issuance costs paid by the issuance of Common Stock (5)

—

1,000

Supplemental disclosure:

Cash paid for interest

25,259

715

(1)

The Company issued approximately 3.7 million shares of common stock, par value $0.01 per share (“Common Stock”) to Bayswater (as defined herein) as part of

the Bayswater Purchase Price (as defined herein).

(2)

Pursuant to the SEPA, the Company issued 100,000 shares to YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”) as a commitment fee.

(3)

During the year ended December 31, 2025, Yorkville, converted the remaining $11.3 million of the initial $15.0 million Senior Convertible Note in exchange

for 2.1 million shares of Common Stock.

(4)

The Company elected to issue shares of Common Stock for the Series F Preferred Stock dividends payable on June 1, September 1, and December 1, 2025.

(5)

Prior to entering into the reserve-based credit agreement with Citibank N.A in December 2024, the Company issued 120,048 shares to

Yorkville as a consent fee.

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