Form 8-K

8-K — Prairie Operating Co.

Accession: 0001140361-26-021309

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001162896

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20072808_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072808_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20072808_8k.htm · Sequence: 1

false000116289600011628962026-05-142026-05-14

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): May 14, 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 May 14, 2026, Prairie Operating Co. announced its financial results for the quarter ended March 31, 2026 by issuing a Current Report on Form

8-K. The full text of the Current Report on Form 8-K 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

Current Report on Form 8-K, dated May 14, 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: May 14, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072808_ex99-1.htm · Sequence: 2

Exhibit 99.1

Houston, Texas, May 14, 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 first quarter ended March 31, 2026.

Recent Key Highlights

•

Total production of 2.1 MMBoe, or approximately 23,200 Boe/d, with 72% liquids (48% oil).

•

Total revenue of $83.4 million, an increase of over 500% quarter-over-quarter

•

Adjusted EBITDA(1) of $37.2 million, an increase of over 600% quarter-over-quarter.

•

Delivered strong operational execution, with recently drilled wells coming in below AFE.

•

Expanded hedging program, securing commodity price protection through the second quarter of 2029.

•

Executed partial refinancing of the Series F Preferred Stock in April, reducing outstanding balance and significantly lowering

warrant-related dilution.

(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.

Richard Frommer Interim Chief Executive Officer, commented:

“Prairie delivered a strong start to 2026, with meaningful production growth, solid financial performance, and continued

operational execution across our DJ Basin assets. Importantly, we made significant progress on our capital structure during the quarter through the partial refinancing of the Series F Preferred, which reduced both the outstanding balance and

potential dilution. This marks an important step forward, and we remain focused on fully addressing the remaining Series F Preferred to simplify our capital structure and remove this overhang entirely. With a high-quality asset base, improving

financial profile, and clear strategic priorities, we believe Prairie is well positioned to deliver sustainable long-term value for our shareholders.”

First Quarter 2026 Highlights

•

Revenue of $83.4 million, driven by realized prices (excluding hedges) of $67.91 per barrel for oil, $13.33 per barrel for NGLs, and

$2.53 per Mcf for natural gas.

•

Net loss attributable to Prairie Operating Co. common stockholders of $174.4 million, or $2.16 basic loss per share.

•

Adjusted EBITDA(1) of $37.2 million compared to $5.2 million for the quarter ended March 31, 2025.

•

Capital expenditures incurred of $34.1 million.

•

Net cash provided by operating activities of $42.3 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.

Operational Update

Operationally, the first quarter of 2026 reflected continued strong execution across Prairie’s DJ Basin position, with a clear focus on

efficiency, cost control, and consistent well performance.

Since January 1, the Company has drilled a total of 17 wells across two of its key development pads. At the Elder pad, Prairie drilled nine wells with

an average spud-to-rig release time of 6.2 days and an average measured depth of approximately 18,435 feet. At the Opal Coalbank pad, the Company drilled 8 wells with an average spud-to-rig release time of 5.5 days and an average measured depth of

approximately 18,373 feet.

Operational performance remained strong across both pads. Notably, 13 of the 17 wells were drilled in a single run, and all wells were delivered below

AFE, with average cost savings exceeding $100,000 per well. These results highlight the Company’s continued improvements in drilling efficiency, execution consistency, and capital discipline. From a geological standpoint, the program included 13

Niobrara wells and four Codell wells, further enhancing the depth and quality of Prairie’s development inventory.

In addition to drilling activity, the Company continued to advance completion and turn-in-line operations, with early well performance meeting or

exceeding expectations.

Overall, Prairie continues to execute at a high level, delivering strong operational results while maintaining disciplined capital allocation and

positioning the Company for sustained, efficient growth.

First Quarter Results

Key Financial Highlights

(In thousands, except per share amounts)

Three Months Ended March 31, 2026

Total revenues

83,417

Net loss attributable to Prairie Operating Co. common stockholders

(174,397

)

Loss per share – basic & diluted

(2.16

)

Adjusted EBITDA

37,203

Capital expenditures (1)

34,074

(1)

Excludes $47.3 million of capital costs included in accounts payable and accrued expenses as of March 31, 2026.

Revenue And Production

Revenue for the quarter ended March 31, 2026 was $83.4 million, $67.8 million related to oil. Production for the quarter ended March 31, 2026 was 2,086

MBoe and was comprised of approximately 48% oil (approximately 72% liquids).

Three Months Ended March 31, 2026

Revenues (in thousands)

Oil revenue

67,838

Natural gas revenue

8,956

NGL revenue

6,623

Total revenues

83,417

Production:

Oil (MBbls)

999

Natural gas (MMcf)

3,538

NGL (MBbls)

497

Total production (MBoe) (2)

2,086

Average sales volumes per day (Boe/d)

23,182

Average realized price (excluding effects of derivatives):

Oil (per MBbl)

67.91

Natural gas (per MMcf)

2.53

NGL (per MBbl)

13.33

Average realized price (per MBoe)

39.99

Average realized price (including effects of derivatives):

Oil (per MBbl)

56.49

Natural gas (per MMcf)

1.82

NGL (per MBbl)

12.76

Average price (per MBoe)

33.19

Average NYMEX prices:

WTI (per MBbl)

72.74

Henry Hub (per MMBtu)

4.71

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

Operating Costs

(In thousands, except per Boe amounts)

Three Months Ended March 31, 2026

Lease operating expenses

14,841

Lease operating expenses per Boe

7.11

Transportation and processing

2,496

Transportation and processing per Boe

1.20

Ad valorem and production taxes (1)

6,792

Ad valorem and production taxes per Boe

3.26

General and administrative expenses (1)

16,886

General and administrative expenses per Boe

8.09

(1)

Ad valorem and production taxes payable for the three months ended March 31, 2026 includes the quarterly Colorado production fee of $0.6

million, or $0.27 per Boe.

(2)

General and administrative expenses for the three months ended March 31, 2026, includes non-cash stock-based compensation of $5.8

million, or $2.78 per Boe, and non-recurring litigation and severance settlement expenses of $3.3 million, or $1.60 per Boe.

Liquidity and Capital Resources

As of March 31, 2026, we had approximately $113.5 million of liquidity, primarily consisting of borrowings available under our Credit Facility. As of

March 31, 2026, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

2026 Guidance Reaffirmed

Prairie reaffirms 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 – $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

As of March 31, 2026, the Company had the following outstanding crude oil and natural gas derivative contracts in place, which settle monthly and are

indexed to NYMEX West Texas Intermediate, NYMEX Henry Hub, and Mount Belvieu OPIS, respectively:

Settling

April 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

December 31,

2029

Crude Oil Swaps:

Notional volume (Bbls)

3,775,808

4,662,503

2,862,307

210,000

Weighted average price ($/Bbl)

62.86

62.51

62.17

61.57

Natural Gas Swaps:

Notional volume (MMBtus)

10,957,305

14,082,126

5,606,357

400,000

Weighted average price ($/MMBtu)

4.07

4.08

4.02

4.11

Ethane Swaps:

Notional volume (Bbls)

309,747

400,675

220,109

—

Weighted average price ($/Bbl)

11.25

10.70

9.96

—

Propane Swaps:

Notional volume (Bbls)

436,790

522,684

199,160

—

Weighted average price ($/Bbl)

28.64

26.85

25.93

—

Iso Butane Swaps:

Notional volume (Bbls)

60,157

74,572

35,088

—

Weighted average price ($/Bbl)

35.19

31.77

30.77

—

Normal Butane Swaps:

Notional volume (Bbls)

153,300

184,140

74,903

—

Weighted average price ($/Bbl)

35.71

31.95

30.36

—

Pentane Plus Swaps:

Notional volume (Bbls)

126,531

160,242

78,806

—

Weighted average price ($/Bbl)

54.79

53.31

52.81

—

Non-GAAP Financial Measures

This Current Report on Form 8-K contains Adjusted EBITDA which is a financial measure not presented in accordance with U.S. GAAP. 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 loss attributable to Prairie Operating Co. and is adjusted for income tax benefit, depreciation,

depletion, and amortization, 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, unrealized loss on

derivatives, and litigation and severance settlement expense, all as applicable. We adjust net loss attributable to Prairie Operating Co. 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 loss attributable to Prairie Operating Co. to Adjusted EBITDA for the periods indicated:

Three Months Ended

March 31,

2026

2025

(In thousands)

Net loss attributable to Prairie Operating Co.

(152,673

)

(2,617

)

Adjustments:

Depreciation, depletion, and amortization

15,844

2,123

Abandonment and impairment of unproved properties (1)

412

—

Non-cash stock-based compensation

5,805

1,324

Interest expense, net

8,130

1,308

Unrealized loss on derivatives

162,883

898

Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (2)

31,851

2,164

Litigation and severance settlement expense

3,345

—

Income tax benefit (3)

(38,394

)

—

Adjusted EBITDA

37,203

5,200

(1)

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

(2)

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

(3)

Reflects deferred income taxes recognized for the three months ended March 31, 2026.

The following table presents the reconciliation of expected full-year 2026 Net income attributable to Prairie Operating Co. to expected

full-year 2026 Adjusted EBITDA:

Full-year 2026 Guidance Range

(In thousands)

Net income attributable to Prairie Operating Co.

55,000

65,000

Adjustments:

Depreciation, depletion, and amortization

41,000

Non-cash stock-based compensation

18,000

Interest expense, net

35,000

33,000

Unrealized loss on derivatives

5,000

15,000

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

65,000

Income tax expense (2)

21,000

23,000

Adjusted EBITDA

240,000

260,000

(1)

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

(2)

Reflects deferred income taxes.

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

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

March 31,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

263

Oil, natural gas, and NGL accrued revenue

27,095

22,728

Joint interest and other receivables

26,683

23,106

Derivative assets

—

28,812

Inventory

2,653

3,604

Prepaid expenses and other current assets

1,655

1,452

Total current assets

58,349

79,722

Property and equipment:

Oil and natural gas properties, successful efforts method of accounting including $115,613 and $57,897

excluded from depletable base as of March 31, 2026 and December 31, 2025, respectively

912,615

852,732

Other property and equipment

21,349

21,067

Less: Accumulated depreciation, depletion, and amortization

(65,110

)

(49,343

)

Total property and equipment, net

868,854

824,456

Deferred tax asset

16,742

—

Derivative assets

—

24,627

Debt issuance costs, net

11,679

12,642

Operating lease assets

2,997

2,966

Other non–current assets

133

Total assets

958,754

944,546

Liabilities, Mezzanine Equity, and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

104,642

62,792

Oil, natural gas, and NGL revenue payable

34,026

30,300

Ad valorem and production taxes payable

30,352

31,385

Derivative liabilities

68,988

—

Operating lease liabilities

1,363

1,300

Total current liabilities

239,371

125,777

Long–term liabilities:

Credit facility

361,500

366,000

Subordinated note – related party

1,458

Subordinated note warrants, at fair value – related party

725

316

Series F convertible preferred stock embedded derivatives, at fair value

15,806

15,853

Series F convertible preferred stock warrants, at fair value

114,433

90,134

Derivative liabilities

40,457

—

Oil, natural gas, and NGL revenue payable

24,831

27,402

Ad valorem and production taxes payable

31,259

22,751

Deferred tax liability

—

21,652

Asset retirement obligation

3,657

4,019

Operating lease liabilities

1,756

1,792

Other long-term liabilities

1,042

1,082

Total long–term liabilities

596,924

552,459

Total liabilities

836,295

678,236

Commitments and contingencies

Mezzanine equity:

Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 98,000 and 121,500

shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

122,059

136,146

Stockholders’ equity:

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

and outstanding as of March 31, 2026 and December 31, 2025

—

Common stock; $0.01 par value; 500,000,000 shares authorized, and 85,331,304 and 62,499,375 shares issued

and outstanding as of March 31, 2026 and December 31, 2025, respectively

854

625

Treasury stock, at cost; 659,096 and 111,357 shares issued and outstanding as of March 31, 2026 and

December 31, 2025, respectively

(1,719

)

(531

)

Additional paid–in capital

241,653

217,785

Accumulated deficit

(240,388

)

(87,715

)

Total stockholders’ equity

400

130,164

Total liabilities, mezzanine equity, and stockholders’ equity

958,754

944,546

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

Three Months Ended March 31,

2026

2025

Revenues:

Crude oil sales

67,838

10,788

Natural gas sales

8,956

1,223

NGL sales

6,623

1,579

Total revenues

83,417

13,590

Operating expenses:

Lease operating expenses

14,841

2,012

Transportation and processing expenses

2,496

907

Ad valorem and production taxes

6,792

957

Depreciation, depletion, and amortization

15,844

2,123

Exploration expenses

298

287

Abandonment and impairment of unproved properties

412

—

General and administrative expenses

16,886

5,551

Total operating expenses

57,569

11,837

Other (expenses) income:

Interest expense

(8,197

)

(1,378

)

Loss on derivatives, net

(177,060

)

(898

)

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

(31,851

)

(2,164

)

Interest income and other

193

Total other expenses

(216,915

)

(4,370

)

Loss from operations before income taxes

(191,067

)

(2,617

)

Income tax benefit

38,394

—

Net loss attributable to Prairie Operating Co.

(152,673

)

(2,617

)

Series F preferred stock declared dividends

(3,670

)

—

Series F preferred stock undeclared dividends

(966

)

(245

)

Remeasurement of Series F preferred stock

(17,088

)

(90,612

)

Net loss attributable to Prairie Operating Co. common stockholders

(174,397

)

(93,474

)

Loss per common share:

Loss per share, basic and diluted

(2,16

)

(3.49

)

Weighted average common shares outstanding, basic and diluted

80,585,148

26,796,704

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss attributable to Prairie Operating Co.

(152,673

)

(2,617

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation, depletion, and amortization

15,844

2,123

Abandonment and impairment of unproved properties

412

—

Stock–based compensation

5,733

1,324

Unrealized loss on derivatives

162,883

898

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

31,851

2,164

Deferred income taxes

(38,394

)

—

Amortization of deferred financing costs

963

270

Changes in operating assets and liabilities:

Oil, natural gas, and NGL accrued revenue

(4,368

)

(6,528

)

Joint interest and other receivables

(3,576

)

1,914

Inventory, prepaid expenses, and other current assets

1,062

(1,471

)

Accounts payable, accrued expenses, and other current liabilities

13,901

20,756

Revenue, ad valorem, and production taxes payable

8,630

(1,901

)

Net cash provided by operating activities

42,268

16,932

Cash flows from investing activities:

Cash paid for Bayswater asset purchase, net of cash received

—

(474,581

)

Deposit on other oil and natural gas properties

—

(15,000

)

Development of oil and natural gas properties

(34,074

)

(38,999

)

Other asset and leasehold purchases

(2,263

)

—

Cash received from payment on note receivable

—

149

Net cash used in investing activities

(36,337

)

(528,431

)

Cash flows from financing activities:

Borrowings on the Credit Facility

56,000

349,000

Repayment on the Credit Facility

(60,500

)

—

Debt issuance costs associated with the Credit Facility

—

(12,511

)

Proceeds from the issuance of Common Stock

—

43,817

Financing costs associated with issuance of Common Stock

—

(3,077

)

Proceeds from the issuance of Series F Preferred Stock

—

148,250

Financing costs associated with the issuance of Series F Preferred Stock

—

(1,233

)

Payments of the Subordinated Note – related party

—

(3,214

)

Proceeds from option exercise

—

583

Treasury stock repurchased

(1,188

)

(336

)

Net cash (used in) provided by financing activities

(5,688

)

521,279

Net increase in cash and cash equivalents

243

9,780

Cash and cash equivalents, beginning of the period

5,192

Cash and cash equivalents, end of the period

263

14,972

Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities for the periods presented:

Three Months Ended March 31,

2026

2025

(In thousands)

Non–cash investing activities:

Increase in capital expenditure accruals and accounts payable

24,183

25,939

Non–cash financing activities:

Common Stock issued upon conversion of Series F Preferred Stock

36,186

1,351

Common Stock issued for Series F Preferred Stock dividends (1)

3,487

—

Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price (2)

—

16,000

Common Stock issuance costs included in accrued liabilities

—

3,078

Series F Preferred Stock agreement amendment fees and issuance costs included in accrued liabilities and accounts payable

3,327

6,778

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

—

18,164

Common Stock issued upon conversion of Series D Preferred Stock

—

8,475

(1)

The Company elected to issue shares of Common Stock for the Series F Preferred Stock dividends payable on March 1, 2026.

(2)

The Company issued approximately 3.7 million shares of the Company’s 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).

(3)

During the three months ended March 31, 2025, YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”), converted the remaining $11.3 million of the initial $15.0 million convertible promissory

note (the “Senior Convertible Note”) in exchange for 2.1 million shares of Common Stock.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Document and Entity Information

May 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 14, 2026

Entity File Number

001-41895

Entity Registrant Name

Prairie Operating Co.

Entity Central Index Key

0001162896

Entity Incorporation, State or Country Code

Entity Tax Identification Number

98-0357690

Entity Address, Address Line One

55 Waugh Drive

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77007

City Area Code

713

Local Phone Number

716-1200

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

PROP

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration