Form 8-K/A
8-K/A — PRESIDIO PRODUCTION Co
Accession: 0001213900-26-100998
Filed: 2026-09-17
Period: 2026-07-01
CIK: 0002083125
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Financial Statements and Exhibits
Documents
8-K/A — ea0305641-8ka1_presidio.htm (Primary)
EX-99.1 — AUDITED COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES OF THE ARKOMA ACQUIRED PROPERTIES FOR THE YEAR ENDED DECEMBER 31, 2025 (ea030564101ex99-1.htm)
EX-99.2 — UNAUDITED COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES OF THE ARKOMA ACQUIRED PROPERTIES FOR THE SIX MONTHS ENDED JUNE 30, 2026 (ea030564101ex99-2.htm)
EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF PRESIDIO PRODUCTION COMPANY GIVING EFFECT TO THE ACQUISITION OF THE ARKOMA ACQUIRED PROPERTIES (ea030564101ex99-3.htm)
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8-K/A — AMENDMENT NO. 1 TO FORM 8-K
8-K/A (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2026
PRESIDIO PRODUCTION COMPANY
(Exact name of registrant as specified in its
charter)
Delaware
001-43179
39-3528250
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
500 W. 7th Street, Suite 1500
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip
Code)
(817) 382-3664
(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:
☐ 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
Class A Common Stock, par value $0.0001 per share
FTW
New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
FTW WS
New York Stock Exchange
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. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”)
of Presidio Production Company (the “Company” or “Presidio”) amends and supplements the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the
“Initial Form 8-K”), which reported that, on July 1, 2026, the Company completed its previously announced acquisition of
certain oil and gas properties and related assets located in the Arkoma Basin in the State of Oklahoma (the “Arkoma Acquired
Properties”) from Canyon Creek Energy – Arkoma, LLC (“Canyon Creek”), Alchemist Energy LeaseCo, LP
(“Alchemist”), Pivotal Arkoma Basin II, LLC (“Pivotal”), East Dennis Oil Company, LLC, Harvard Petroleum
Company, LLC, and FBF Energy, LLC and, together with the completion of the acquisition from Harbor Island, LLC (collectively, the
“Seller Parties”), which closed on July 21, 2026, pursuant to the Purchase and Sale Agreements (the “PSAs”),
dated as of May 7, 2026, described in the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2026 and, in the
case of the PSAs with Canyon Creek, Alchemist and Pivotal, filed as Exhibits 10.1 through 10.3 to the Initial Form 8-K
(collectively, the “Arkoma Acquisition”).
This Amendment is being filed solely to provide the financial statements and
pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were not included in the Initial Form 8-K.
The Initial Form 8-K stated that such financial statements and pro forma financial information would be filed by amendment to the
Initial Form 8-K no later than 71 calendar days after the date on which the Initial Form 8-K was required to be filed. Except as set
forth herein, this Amendment does not amend, modify or update any other disclosures contained in the Initial Form 8-K. This
Amendment should be read in conjunction with the Initial Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited combined statement of revenues and direct operating expenses
of the Arkoma Acquired Properties for the year ended December 31, 2025, including the related notes thereto, is filed herewith as Exhibit
99.1 and incorporated herein by reference.
The unaudited combined statement of revenues and direct operating expenses
of the Arkoma Acquired Properties for the six months ended June 30, 2026, including the related notes thereto, is filed herewith as Exhibit
99.2 and incorporated herein by reference.
The Arkoma Acquired Properties were acquired from the Seller Parties
pursuant to seven separate PSAs that were executed on May 7, 2026. Because each acquisition was conditioned upon a single common event,
the seven acquisitions are “related businesses” under Rule 3-05(a)(3) of Regulation S-X, and were treated as a single business
acquisition for purposes of Rule 3-05 and aggregated for purposes of the significance tests under Rule 1-02(w) of Regulation S-X.
Further, since the Arkoma Acquired Properties were under common management
and the Arkoma Acquired Properties generate substantially all of their revenues from oil and gas producing activities, the Company is
presenting statements of revenues and direct operating expenses, filed as Exhibits 99.1 and 99.2, for the Arkoma Acquired Properties on
a combined basis for the seven acquisitions. In addition, the unaudited pro forma financial information filed as Exhibit 99.3, give effect
to the acquisitions on a combined basis.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of
the Company giving effect to the acquisition of the Arkoma Acquired Properties is filed herewith as Exhibit 99.3 and incorporated herein
by reference. The unaudited pro forma financial information gives effect to the Arkoma Acquisition on the basis, and subject to the assumptions,
set forth therein and in accordance with Article 11 of Regulation S-X.
1
(d) Exhibits.
Exhibit No.
Description
99.1
Audited combined statement of revenues and direct operating
expenses of the Arkoma Acquired Properties for the year ended December 31, 2025.
99.2
Unaudited combined statement of revenues and direct operating
expenses of the Arkoma Acquired Properties for the six months ended June 30, 2026.
99.3
Unaudited pro forma condensed combined financial information of Presidio Production Company giving effect to the acquisition of the Arkoma Acquired Properties acquired from the Seller Parties for the six months ended June 30, 2026 and for the year ended December 31, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURE
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.
PRESIDIO PRODUCTION COMPANY
Dated: September 17, 2026
By:
/s/ Brett Barnes
Name:
Brett Barnes
Title:
Executive Vice President and General Counsel
3
EX-99.1 — AUDITED COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES OF THE ARKOMA ACQUIRED PROPERTIES FOR THE YEAR ENDED DECEMBER 31, 2025
EX-99.1
Filename: ea030564101ex99-1.htm · Sequence: 2
Exhibit 99.1
ARKOMA ACQUIRED PROPERTIES
COMBINED STATEMENT
OF REVENUES AND DIRECT OPERATING EXPENSES
Year Ended December 31, 2025
with Report of Independent Certified Public Accountants
Table of Contents
Report of Independent Certified Public Accountants
2
Combined Statement of Revenues and Direct Operating Expenses
4
Notes to the Combined Statement of Revenues and Direct Operating Expenses
5
Supplemental Oil and Natural Gas Disclosures (Unaudited)
7
GRANT
THORNTON LLP
500
N. Akard, Suite 1200
Dallas,
TX 75201
REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
D +1 214 561 2300
F
+1 214 561 2370
Board
of Directors
Presidio Production Company
Opinion
We
have audited the Combined Statement of Revenues and Direct Operating Expenses attributable to certain mineral and royalty interests (collectively,
the “Arkoma Acquired Properties,” as described in Note 1), for the year ended December 31, 2025, and the related notes
to the combined statement.
In
our opinion, the accompanying combined statement presents fairly, in all material respects, the revenues and direct operating expenses
of the Arkoma Acquired Properties for the year ended December 31, 2025, in accordance with accounting principles generally accepted in
the United States of America.
Basis
for opinion
We
conducted our audit of the combined statement in accordance with auditing standards generally accepted in the United States of America
(US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Combined Statement section of our report. We are required to be independent of the Arkoma Acquired Properties and to meet our other
ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis
of matter – basis of accounting
We
draw attention to Note 1 to the Combined Statement of Revenues and Direct Operating Expenses, which describes that the accompanying Combined
Statement of Revenues and Direct Operating Expenses was prepared for the purpose of a filing requirement of the United States Securities
and Exchange Commission and is not intended to be a complete presentation of the Arkoma Acquired Properties’ revenues and expenses.
As a result, the combined statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.
Responsibilities
of management for the combined statement
Management
is responsible for the preparation and fair presentation of the Combined Statement of Revenues and Direct Operating Expenses in accordance
with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of
internal control relevant to the preparation and fair presentation of the combined statement that are free from material misstatement,
whether due to fraud or error.
GT.COM
Grant Thornton
LLP is a U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and
are not a worldwide partnership.
2
Auditor’s
responsibilities for the audit of the combined statement
Our
objectives are to obtain reasonable assurance about whether the Combined Statement of Revenues and Direct Operating Expenses as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted
in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or
in the aggregate, they would influence the judgment made by a reasonable user based on the combined statement.
In
performing an audit in accordance with US GAAS, we:
● Exercise
professional judgment and maintain professional skepticism throughout the audit.
● Identify
and assess the risks of material misstatement of the Combined Statement of Revenue and Direct
Operating Expenses, whether due to fraud or error, and design and perform audit procedures
responsive to those risks. Such procedures include examining, on a test basis, evidence regarding
the amounts and disclosures in the Combined Statement of Revenue and Direct Operating Expenses.
● Obtain
an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Arkoma Acquired Properties’ internal control. Accordingly,
no such opinion is expressed.
● Evaluate
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the Combined
Statement of Revenue and Direct Operating Expenses.
We
are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,
significant audit findings, and certain internal control-related matters that we identified during the audit.
Dallas,
Texas
September 17, 2026
3
ARKOMA ACQUIRED PROPERTIES
COMBINED STATEMENT
OF REVENUES AND DIRECT OPERATING EXPENSES
$ in thousands
Year Ended
December 31,
2025
Revenues:
Oil sales
$ 543
Natural gas sales
18,222
Natural gas liquids sales
9,663
Total revenues
28,428
Direct operating expenses:
Lease operating expenses
3,342
Production taxes
1,662
Gathering, compression and transportation
5,126
Total operating expenses
10,130
Excess of revenues over direct operating expenses
$ 18,298
See accompanying Notes to the Combined Statement of Revenues and
Direct Operating Expenses
4
ARKOMA ACQUIRED PROPERTIES
NOTES TO THE COMBINED STATEMENT OF REVENUES
AND DIRECT OPERATING EXPENSES
1. Background Information and Basis of Presentation
On July 1, 2026, Presidio Production Company (NYSE: FTW) (“Presidio”
or the “Company”) completed its acquisition of certain oil and gas properties, rights, and related assets located in the Arkoma
Basin in the State of Oklahoma (the “Arkoma Acquisition”) from Canyon Creek Energy – Arkoma, LLC (“Canyon Creek”),
Alchemist Energy LeaseCo, LP, Pivotal Arkoma Basin II, LLC, East Dennis Oil Company, LLC, Harvard Petroleum Company, LLC, and FBF Energy,
LLC and together with the completion of the acquisition from Harbor Island, LLC which closed on July 21, 2026 (collectively, the “Seller
Parties”), pursuant to seven separate Purchase and Sale Agreements, each dated as of May 7, 2026 (individually, the “PSA”
or collectively, the “PSAs”). Total consideration paid consisted of approximately $53.1 million in cash and 1,962,240 shares
of the Company’s Class A common stock, par value $0.0001 per share. The cash was funded by the closing of the previously announced
$1.0 billion GS Warehouse and cash on hand.
The accompanying Combined Statement of Revenues
and Direct Operating Expenses (the “Statement”) presents the direct undivided interests in oil, natural gas and natural gas
liquids (“NGL”) revenues and direct operating expenses associated with the producing wells acquired from the Seller Parties
(the “Arkoma Acquired Properties”). The Statement has been derived from the historical financial records of the Seller. The
acquisition of the Arkoma Acquired Properties was completed contemporaneously with, and was cross-conditioned upon, the closing under
the Canyon Creek PSA.
During the period presented, the Arkoma Acquired
Properties were not accounted for or operated as a separate entity, subsidiary, segment or division by the Seller. The Statement was prepared
for the purpose of providing historical information to comply with the rules and regulations of the Securities and Exchange Commission
under Rule 3-05 of Regulation S-X and are not intended to be a complete presentation of the financial statements of the Assets. Accordingly,
a complete set of financial statements required by the Securities and Exchange Commission’s Regulation S-X, including a balance
sheet and statement of cash flows, prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) is not available or practicable to prepare for the Arkoma Acquired Properties. The accompanying Statement varies
from a complete income statement in accordance with U.S. GAAP in that it does not reflect certain expenses incurred in connection with
the ownership and operation of the Arkoma Acquired Properties, including but not limited to depreciation, depletion and amortization,
accretion of asset retirement obligations, general and administrative expenses, interest expense, and provision for income taxes. In addition,
the Statement is not indicative of the results of operations for the Arkoma Acquired Properties on a go forward basis.
2. Summary of Significant Accounting Policies
Revenue Recognition
Revenue from the sale of oil, natural gas and NGLs is recognized in
accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts
with Customers, at the point in time when control of the production transfers to the purchaser upon delivery of contract-specified volumes
at a specified delivery point. Each unit of production—a barrel of oil, an Mcf or MMBtu of natural gas, or a barrel of NGLs—is
separately identifiable and represents a distinct performance obligation to which the transaction price, based on the consideration specified
in the contract, is allocated. Because the Company has a right to consideration from its customers in amounts that correspond directly
to the value the customer receives from the performance completed, the Company recognizes revenue for sales at the time the oil, natural
gas or NGLs are delivered at a fixed or determinable price, and there are no remaining performance obligations under its product sales
contracts.
5
Gathering, compression, transportation,
processing and treating costs incurred prior to the transfer of control of production to the purchaser represent costs of the
Company's operations and are presented separately as gathering, compression and transportation expense, and are not deducted in
determining revenues. Fees for gathering, transportation, processing, treating and compression services performed by the purchaser
or other parties after control of the production has transferred at the delivery point are considered a reduction of the transaction
price and, accordingly, oil revenues are recorded net of such fees and applicable price differentials, and natural gas and NGL
revenues are recorded net of such fees deducted by the midstream purchaser. Taxes assessed by governmental authorities on the
production and sale of oil, natural gas and NGLs are presented separately as direct operating expenses and are not deducted in
determining revenues. Revenues are presented net of royalty interests owned by outside parties.
Direct Operating Expenses
Direct operating expenses are recognized when
incurred and include lease operating expenses and production, severance and ad valorem taxes directly associated with operating the Arkoma
Acquired Properties. Transportation, gathering, processing, treating and compression fees are reflected as a reduction of revenues rather
than as direct operating expenses.
Concentration of Risk
The revenues of the Arkoma Acquired Properties are derived principally
from a small number of purchasers of oil, natural gas and NGLs. For the year ended December 31, 2025, one purchaser accounted for more
than 10% of total revenues, representing approximately 94% of total revenues. All of the Arkoma Acquired Properties are located in the
Arkoma Basin in Oklahoma, and the revenues and direct operating expenses presented are subject to risks arising from this geographic concentration,
including regional price differentials and the availability of gathering, processing and transportation capacity. Management believes
the loss of any single purchaser would not have a material adverse effect on the revenues of the Arkoma Acquired Properties, as alternative
purchasers are available in the area.
3. Commitments and Contingencies
In the ordinary course of business, the Arkoma
Acquired Properties may be subject to various commitments, claims and contingencies. Management is not aware of any commitments or contingencies
that would have a material effect on the revenues and direct operating expenses of the Arkoma Acquired Properties for the period presented.
4. Subsequent Events
The Arkoma Acquisition closed on July 1, 2026,
pursuant to the terms of the PSA. The Company evaluated subsequent events through September 17,
2026, the date the Statement was available to be issued, and has concluded that no other events need to be reported for this period,
other than the closing of the Arkoma Acquisition described in Note 1.
6
ARKOMA ACQUIRED PROPERTIES
5. Supplemental Oil and Natural Gas Disclosures (Unaudited)
Oil, Natural Gas and NGL Reserve Quantities
The unaudited supplemental information on oil
and natural gas exploration and production activities related to the Arkoma Acquired Properties has been prepared in accordance with ASC
Topic 932, Extractive Activities—Oil and Gas, and the Securities and Exchange Commission’s final rule, Modernization of Oil
and Gas Reporting, based on the 12-month unweighted first-day-of-the-month average prices as of December 31, 2025, with appropriate adjustments
by property for location, quality, and gathering and marketing differentials. The applicable benchmark prices were $65.34 per barrel (NYMEX
WTI Cushing) for oil and $3.39 per MMBtu (Henry Hub) for natural gas. NGL pricing was determined using ethane-rejection mode - that is,
ethane is assumed to remain in and be sold with the natural gas stream rather than recovered as a liquid, consistent with current processing
economics. Reported NGL volumes and prices therefore reflect only the heavier natural gas liquids. Consistent with the basis of presentation
described in Note 1, these supplemental disclosures are limited to reserve quantities and the Standardized Measure. Certain other disclosures
otherwise required by ASC Topic 932 — including general and administrative expenses, capitalized costs relating to oil and gas producing
activities, costs incurred in oil and gas property acquisition, exploration and development activities, and results of operations for
oil and gas producing activities — are not presented because the Arkoma Acquired Properties were not accounted for or operated as
a separate entity, subsidiary, segment or division by the Seller, and the historical cost basis information necessary to prepare those
disclosures is not available or practicable to prepare.
Proved reserves are estimated quantities of oil
and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known
reservoirs under existing economic, governmental regulations and operating conditions. Proved developed reserves are those which are expected
to be recovered through existing wells with existing equipment and operating methods. The proved oil, natural gas and NGL reserves disclosed
below have been independently prepared by Pinnacle Energy Services, LLC. No proved undeveloped reserves and no unproved properties were
acquired in the Arkoma Acquisition, and accordingly no proved undeveloped reserve quantities or unproved property disclosures are presented
herein.
Below are the net quantities of estimated total
proved, proved developed and proved undeveloped reserves of the Arkoma Acquired Properties, all of which are located within the United
States:
Oil
(MBbls)
NGL
(MBbls)
Natural Gas
(MMcf)
Total
(MBoe)
Proved developed and undeveloped reserves:
As of December 31, 2024
55
5,952
83,415
19,910
Revisions of previous estimates
7
313
2,965
814
Extensions, discoveries and other additions
—
—
—
—
Purchases of reserves in place
—
—
—
—
Sales of reserves in place
—
—
—
—
Production
(8 )
(445 )
(6,185 )
(1,484 )
As of December 31, 2025
54
5,820
80,195
19,240
Proved developed reserves:
As of December 31, 2024
55
5,952
83,415
19,910
As of December 31, 2025
54
5,820
80,195
19,240
Proved undeveloped reserves:
As of December 31, 2024
—
—
—
—
As of December 31, 2025
—
—
—
—
7
Notable changes in proved reserves for the year
ended December 31, 2025 included the following:
● Extensions and Discoveries: The Arkoma Acquired Properties
had no extensions or discoveries in 2025.
● Revisions of Previous Estimates: The Arkoma Acquired
Properties saw upward revisions of previous estimates based on increased pricing in 2025 resulting in approximately a net increase of
814 MBoe which was offset by the natural decline curve of the wells.
Standardized Measure of Discounted Future Net Cash Flows
The standardized measure of discounted future
net cash flows related to proved reserves (“Standardized Measure”) is a disclosure requirement under ASC 932-235. The Standardized
Measure does not purport to be, nor should it be interpreted to present, the fair value of the proved reserves of the Arkoma Acquired
Properties. Estimated future net cash flows presented are reduced by estimated future production costs and future development and abandonment
costs based on existing costs, assuming continuation of existing economic conditions. The estimated future net cash flows are then discounted
at a rate of 10%. Tax rate is based on franchise tax, therefore overall immaterial. No deduction has been made for general and administrative
expenses, interest expense, or depreciation, depletion and amortization.
The Standardized Measure of the Arkoma Acquired
Properties is presented below ($ in thousands):
$ in thousands
December 31,
2025
Future cash inflows from production
$ 298,439
Future production costs
(60,054 )
Future development and abandonment costs
(1,689 )
Future net cash flows before income taxes
236,696
Future income tax expenses
—
Undiscounted future net cash flows
236,696
10% annual discount for estimated timing of cash flows
(132,325 )
Standardized Measure of discounted future net cash flows
$ 104,371
Changes in the Standardized Measure of the Arkoma
Acquired Properties are as follows ($ in thousands):
$ in thousands
Year Ended
December 31,
2025
Standardized Measure — beginning of year
$ 69,799
Sales of oil and gas, net of production costs
(18,298 )
Net changes in prices and production costs
45,137
Changes in future development costs
(67 )
Extensions, discoveries and other additions
—
Development costs incurred during the period
—
Revisions of previous quantity estimates
4,767
Purchases of reserves in place
—
Sales of reserves in place
—
Accretion of discount
6,980
Net change in income taxes
—
Changes in timing and other
(3,947 )
Net change for the year
34,572
Standardized Measure — end of year
$ 104,371
Prices Used in the Standardized Measure
The following table presents the SEC prices, as
adjusted for location and quality differentials and contractual arrangements, used in the computation of future cash inflows:
December 31,
2025
Oil (per Bbl)
$ 63.21
Natural gas (per Mcf)
$ 1.73
Natural gas liquids (per Bbl)
$ 25.71
8
EX-99.2 — UNAUDITED COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES OF THE ARKOMA ACQUIRED PROPERTIES FOR THE SIX MONTHS ENDED JUNE 30, 2026
EX-99.2
Filename: ea030564101ex99-2.htm · Sequence: 3
Exhibit 99.2
ARKOMA ACQUIRED PROPERTIES
STATEMENT OF COMBINED
REVENUES AND DIRECT OPERATING EXPENSES
(UNAUDITED)
Six Months Ended June 30, 2026
Table of Contents
Combined Statement of Revenues and Direct Operating Expenses (Unaudited)
2
Notes to the Combined Statement of Revenues and Direct Operating Expenses (Unaudited)
3
ARKOMA ACQUIRED PROPERTIES
COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING
EXPENSES (UNAUDITED)
$ in thousands
Six Months
Ended
June 30,
2026
Revenues:
Oil sales
$ 276
Natural gas sales
8,406
Natural gas liquids sales
4,584
Total revenues
13,266
Direct operating expenses:
Lease operating expenses
1,630
Production taxes
796
Gathering, compression and transportation
2,323
Total operating expenses
4,749
Excess of revenues over direct operating expenses
$ 8,517
See accompanying Notes to the Combined Statement of Revenues and
Direct Operating Expenses
2
ARKOMA ACQUIRED PROPERTIES
NOTES TO THE STATEMENT
OF REVENUES AND DIRECT OPERATING EXPENSES (UNAUDITED)
1. Background Information and Basis of Presentation
On July 1, 2026, Presidio Production Company (NYSE:
FTW) (“Presidio” or the “Company”) completed its acquisition of certain oil and gas properties, rights, and related
assets located in the Arkoma Basin in the State of Oklahoma (the “Arkoma Acquisition”) from Canyon Creek Energy – Arkoma,
LLC (“Canyon Creek”), Alchemist Energy LeaseCo, LP, Pivotal Arkoma Basin II, LLC, East Dennis Oil Company, LLC, Harvard Petroleum
Company, LLC, and FBF Energy, LLC and together with the completion of the acquisition from Harbor Island, LLC which closed on July 21,
2026 (collectively, the “Seller Parties”), pursuant to seven separate Purchase and Sale Agreements, each dated as of May 7,
2026 (individually, the “PSA” or collectively, the “PSAs”). Total consideration paid consisted of approximately
$53.1 million in cash and 1,962,240 shares of the Company’s Class A common stock, par value $0.0001 per share.
The cash was funded by the closing of the previously announced $1.0 billion GS Warehouse and cash on hand.
The accompanying Combined unaudited Statement
presents the direct undivided interests in oil, natural gas and natural gas liquids (“NGL”) revenues and direct operating
expenses associated with the producing wells acquired from the Seller Parties (the “Arkoma Acquired Properties”) for the six
months ended June 30, 2026. The Statement has been derived from the historical financial records of the Seller. The acquisition of the
Arkoma Acquired Properties was completed contemporaneously with, and was cross-conditioned upon, the closing under the Canyon Creek PSA.
In the opinion of management, the Statement includes all adjustments, consisting of normal recurring adjustments, necessary for a fair
statement of the combined revenues and direct operating expenses of the Arkoma Acquired Properties for the interim period presented.
During the period presented, the Arkoma Acquired
Properties were not accounted for or operated as a separate entity, subsidiary, segment or division by the Seller. The Statement was prepared
for the purpose of providing historical information to comply with the rules and regulations of the Securities and Exchange Commission
under Rule 3-05 of Regulation S-X and are not intended to be a complete presentation of the financial statements of the Assets. Accordingly,
a complete set of financial statements required, if available, by the Securities and Exchange Commission’s Regulation S-X, including
a balance sheet and statement of cash flows, prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) is not available or practicable to prepare for the Arkoma Acquired Properties. The accompanying Statement
varies from a complete income statement in accordance with U.S. GAAP in that it does not reflect certain expenses incurred in connection
with the ownership and operation of the Arkoma Acquired Properties, including but not limited to depreciation, depletion and amortization,
accretion of asset retirement obligations, general and administrative expenses, interest expense, and provision for income taxes. In addition,
the Statement is not indicative of the results of operations for the Arkoma Acquired Properties on a go forward basis.
2. Summary of Significant Accounting Policies
Revenue Recognition
Revenue from the sale of oil, natural gas and NGLs is recognized in
accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts
with Customers, at the point in time when control of the production transfers to the purchaser upon delivery of contract-specified volumes
at a specified delivery point. Each unit of production—a barrel of oil, an Mcf or MMBtu of natural gas, or a barrel of NGLs—is
separately identifiable and represents a distinct performance obligation to which the transaction price, based on the consideration specified
in the contract, is allocated. Because the Company has a right to consideration from its customers in amounts that correspond directly
to the value the customer receives from the performance completed, the Company recognizes revenue for sales at the time the oil, natural
gas or NGLs are delivered at a fixed or determinable price, and there are no remaining performance obligations under its product sales
contracts.
3
Gathering, compression, transportation, processing and treating costs
incurred prior to the transfer of control of production to the purchaser represent costs of the Company's operations and are presented
separately as gathering, compression and transportation expense, and are not deducted in determining revenues. Fees for gathering, transportation,
processing, treating and compression services performed by the purchaser or other parties after control of the production has transferred
at the delivery point are considered a reduction of the transaction price and, accordingly, oil revenues are recorded net of such fees
and applicable price differentials, and natural gas and NGL revenues are recorded net of such fees deducted by the midstream purchaser.
Taxes assessed by governmental authorities on the production and sale of oil, natural gas and NGLs are presented separately as direct
operating expenses and are not deducted in determining revenues. Revenues are presented net of royalty interests owned by outside parties.
Direct Operating Expenses
Direct operating expenses are recognized when
incurred and include lease operating expenses and production, severance and ad valorem taxes directly associated with operating the Arkoma
Acquired Properties. Transportation, gathering, processing, treating and compression fees are reflected as a reduction of revenues rather
than as direct operating expenses.
Concentration of Risk
The revenues of the Arkoma Acquired Properties are derived principally
from a small number of purchasers of oil, natural gas and NGLs. For the six months ended June 30, 2026, one purchaser accounted for more
than 10% of total revenues, representing approximately 92% of total revenues. All of the Arkoma Acquired Properties are located in the
Arkoma Basin in Oklahoma, and the revenues and direct operating expenses presented are subject to risks arising from this geographic concentration,
including regional price differentials and the availability of gathering, processing and transportation capacity. Management believes
the loss of any single purchaser would not have a material adverse effect on the revenues of the Arkoma Acquired Properties, as alternative
purchasers are available in the area.
3. Commitments and Contingencies
In the ordinary course of business, the Arkoma
Acquired Properties may be subject to various commitments, claims and contingencies. Management is not aware of any commitments or contingencies
that would have a material effect on the revenues and direct operating expenses of the Arkoma Acquired Properties for the period presented.
4. Subsequent Events
The Arkoma Acquisition closed on July 1, 2026,
pursuant to the terms of the PSAs. The Company evaluated subsequent events through September 17,
2026, the date the Statement was available to be issued, and has concluded that no other events need to be reported for this period.
4
EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF PRESIDIO PRODUCTION COMPANY GIVING EFFECT TO THE ACQUISITION OF THE ARKOMA ACQUIRED PROPERTIES
EX-99.3
Filename: ea030564101ex99-3.htm · Sequence: 4
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
Introduction
Presidio Production Company (“Presidio”,
the “Company”) is providing the following unaudited pro forma condensed combined financial information to aid Presidio’s
stockholders in their analysis of the financial aspects of the Business Combination, EQVR Acquisition and Arkoma Acquisition on the historical
financial statements of Presidio Production Company (the “Company” or “Presidio”). The unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance
sheet as of June 30, 2026 gives effect to the Arkoma Acquisition as if it had been consummated on June 30, 2026. The Company omitted the
pro forma balance sheet reflecting the Business Combination and EQVR Acquisition because the impact is already reflected in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The unaudited pro forma condensed combined statements
of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 give effect to the Business Combination,
EQVR Acquisition and Arkoma Acquisition as if each had been consummated on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial
information has been prepared by Presidio in accordance with accounting principles generally accepted in the United States of America
(“US GAAP”).
This information should be read together with (i)
the Company’s unaudited condensed consolidated financial statements and related notes in its Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2026, (ii) the audited consolidated financial statements of Presidio Investment Holdings LLC (“PIH” or
the “Predecessor”) as of and for the year ended December 31, 2025, (iii) the audited financial statements of EQV Resources LLC
(“EQVR”) as of and for the year ended December 31, 2025, (iv) the audited combined statement of revenues and direct operating expenses
of the Arkoma Acquired Properties for the year ended December 31, 2025 and (v) the unaudited combined statement of revenues and direct operating
expenses of the Arkoma Acquired Properties for the six months ended June 30, 2026.
Description of the Business Combination and EQVR Acquisition
On March 4, 2026 (the “Closing Date”), Presidio Production
Company (f/k/a Presidio PubCo Inc.), a Delaware corporation (the “Company”) consummated the previously announced business
combination (the “Closing”) pursuant to the Business Combination Agreement, dated August 5, 2025 (the “Business Combination
Agreement”), by and among EQV Ventures Acquisition Corp., a Cayman Islands exempted company (“EQV”), the Company, Prometheus
PubCo Merger Sub Inc., a Delaware corporation (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company
(“EQV Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company (“Presidio Merger Sub”) and
Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). The transactions contemplated by the Business
Combination Agreement are collectively referred to herein as the “Business Combination.” The Business Combination Agreement
and related transactions were approved at an extraordinary general meeting of EQV’s shareholders held on February 27, 2026 (the
“Extraordinary General Meeting”).
Pursuant to the Business Combination Agreement,
on the Closing Date,
(i) EQV changed its jurisdiction of incorporation by deregistering
as a Cayman Islands exempted company and registering by way of continuation and domesticating as a corporation incorporated under the
laws of the State of Delaware, upon which (i) each then issued and outstanding Class A ordinary share of EQV, par value $0.0001 per share
(the “Class A Shares”), held by the public (the “Public Class A Shares”) was automatically converted, on a one-for-one
basis, into a share of Class A common stock, par value $0.0001 per share, of EQV (the “Presidio Midco Class A Common Stock”),
(ii) each then issued and outstanding Class B ordinary share of EQV, par value $0.0001 per share (the “Class B Shares”) was
automatically converted, on a one-for-one basis, into a share of Class B common stock, par value $0.0001 per share, of EQV (the “Presidio
Midco Class B Common Stock” and, together with the Presidio Midco Class A Common Stock, the “Presidio Midco Common Stock”),
(iii) each then issued and outstanding warrant to purchase one Class A Share at a price of $11.50 per share (the “EQV Warrants”)
held by the public (the “EQV Public Warrants”) was automatically converted, on a one-for-one basis, into a whole warrant
exercisable for one share of Presidio Midco Class A Common Stock at a price of $11.50 per share (the “Presidio Midco Warrants”),
(iv) each then issued and outstanding unit (the “EQV Units”) held by the public (the “EQV Public Units”), each
consisting of one Public Class A Share and one-third of one EQV Public Warrant, and each then issued and outstanding EQV Unit held by
EQV Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and BTIG, LLC, the underwriter in EQV’s
initial public offering (the “EQV Private Units”), each consisting of one Class A Share and one third of one EQV Warrant
(the “EQV Private Warrants”), was cancelled and each holder of EQV Units became entitled to receive one share of Presidio
Midco Class A Common Stock and one-third of one Presidio Midco Warrant, and (v) the name of EQV changed from “EQV Ventures Acquisition
Corp.” to “Presidio MidCo Inc.” (the “Domestication”); and
(ii) following the Domestication, EQV Merger Sub merged with and
into EQV (the “Merger”), with EQV surviving the Merger as a wholly owned subsidiary of the Company (the “EQV Surviving
Subsidiary”), and pursuant to which (i) each then issued and outstanding share of Presidio Midco Common Stock was automatically
converted, on a one for one basis, into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Presidio
Class A Common Stock”), (ii) each then issued and outstanding Presidio Midco Warrant was automatically converted, on a one-for-one
basis, into a whole warrant exercisable for one share of Presidio Class A Common Stock at a price of $11.50 per share (the “Presidio
Warrants”) and (iii) the Company changed its name to “Presidio Production Company” and received a managing member interest
in EQV Holdings. Following the Merger, Presidio Merger Sub merged with and into PIH, with PIH as the surviving company in the Merger,
all on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.
On the Closing Date, (i) the Company contributed
to EQV Surviving Subsidiary all of its assets and liabilities (excluding its interest in EQV Surviving Subsidiary), (ii) in exchange therefor,
EQV Surviving Subsidiary issued to the Company (a) 27,652,068 common shares of EQV Surviving Subsidiary (“EQV Surviving Subsidiary
Common Shares”), which is equal to the number of total shares of Presidio Class A Common Stock issued and outstanding immediately
after the Closing, (b) 125,000 Class A preferred shares of EQV Surviving Subsidiary (the “EQV Surviving Subsidiary Preferred Shares”),
which is equal to the number of the Company’s Series A perpetual preferred shares, each having a stated value of $1,000 per preferred
share (the “Series A Preferred Shares”), outstanding and (c) 11,887,469 warrants to purchase EQV Surviving Subsidiary Common
Shares, which is equal to the number of the Presidio Warrants outstanding immediately after the Closing, (iii) EQV Surviving Subsidiary
then contributed to EQV Holdings all of its assets and liabilities (excluding its interests in EQV Holdings and the shares redeemed),
including cash held by EQV Surviving Subsidiary, and (iv) in exchange therefor, EQV Holdings issued to EQV Surviving Subsidiary (a) 27,652,068
common units of EQV Holdings (“EQV Holdings Common Units”), equal to the number of total shares of Presidio Class A Common
Stock issued and outstanding immediately after the Closing, (b) 125,000 Class A preferred units of EQV Holdings, which is equal to the
number of EQV Surviving Subsidiary Preferred Shares outstanding and (c) 11,887,469 warrants to purchase EQV Holdings Common Units, which
is equal to the number of Presidio Warrants outstanding immediately after the Closing.
Also on the Closing Date, the Company acquired
all of the issued and outstanding equity interests of EQV Resources LLC, a Delaware limited liability company (“EQVR”), via
merger (the “EQVR Merger”) pursuant to, and upon the terms and subject to the conditions set forth in, the agreement and plan
of merger, dated as of August 5, 2025, by and among EQV, the Company, EQVR Merger Sub LLC, a Delaware limited liability company and a
direct wholly owned subsidiary of the Company (“EQVR Merger Sub”), EQVR, EQV Resources Intermediate LLC, a Delaware limited
liability company (“EQVR Intermediate”) and PIH (the “EQVR Merger Agreement”).
Holders of EQV Holdings Common Units (other than
the Company) have the right (an “exchange right”), subject to certain limitations, to exchange interests of the Company (each
interest consisting of one EQV Holdings Common Unit and one share of Class B common stock, par value $0.0001 per share (the “Presidio
Class B Common Stock”), of the Company (the “Company Interests”) for, at the Company’s option, (i) shares of Presidio
Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like, or (ii) a corresponding amount of cash. The Company’s decision to make a cash payment or issue shares upon an exercise
of an exchange right will be made by the Company’s independent directors.
Holders of EQV Holdings Common Units (other than
the Company) are generally permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In
addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified
number of EQV Holdings Common Units (subject to the Company’s discretion to permit exchanges of a lower number of Company Interests)
may occur at any time with advanced notice. The exchange rights are subject to certain limitations and restrictions intended to reduce
the administrative burden of exchanges upon the Company and ensure that EQV Holdings will continue to be treated as a partnership for
U.S. federal income tax purposes.
2
Concurrently with the execution of the Business
Combination Agreement, on August 5, 2025, EQV and the Company entered into subscription agreements (each, a “Subscription Agreement”)
with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors subscribed for and
purchased an aggregate of 8,750,000 shares of Presidio Class A Common Stock issued by the Company following the Domestication for a purchase
price of $10.00 per share, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). Each Subscription
Agreement contains customary representations and warranties of EQV and the Company, on the one hand, and the PIPE Investor, on the other
hand. At the Closing, the Company issued an aggregate of 8,750,000 shares of Presidio Class A Common Stock to the PIPE Investors.
Concurrently with the execution of the Business
Combination Agreement, on August 5, 2025, EQV, the Company and PIH entered into a Series A Preferred Securities Purchase Agreement (the
“Series A Securities Purchase Agreement”) with certain investors (the “Series A Preferred Investors”), pursuant
to which the Series A Preferred Investors purchased in a private placement from the Company an aggregate of 125,000 Series A Preferred
Shares and warrants to purchase 937,500 shares of Presidio Class A Common Stock with an exercise price of $0.01 per warrant (the “Preferred
Investor Warrants”) for a cash purchase price of $123,750,000 (net of all applicable original issue discounts) (the “Series
A Preferred Financing”). The Series A Preferred Shares have the rights, preferences, and privileges set forth in the Company’s
Certificate of Designation of Preferences, Rights and Limitations of Series A Perpetual Preferred Stock (the “Series A Certificate
of Designation”), and certain holders of the Series A Preferred Shares have certain rights pursuant to the agreement between certain
Series A Preferred Investors and the Company entered into at the Closing (the “Series A Preferred Stockholders’ Agreement”).
At the Closing, each Series A Preferred Investor
received Series A Preferred Shares and Preferred Investor Warrants to purchase a specified number of shares of Presidio Class A Common
Stock, as set forth in the Series A Securities Purchase Agreement. In addition, the Company entered into the Series A Preferred Stockholders’
Agreement with certain Series A Preferred Investors at the Closing. The Preferred Investor Warrants have an exercise price of $0.01, subject
to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Preferred Investor Warrants will become exercisable
in two tranches, with 50% exercisable six months following the Closing and 50% exercisable 12 months following the Closing, and have a
term of exercise equal to five years from the applicable exercise date, as provided further in the Preferred Investor Warrants. The Company
shall use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing to register the
Presidio Class A Common Stock underlying the Preferred Investor Warrants, subject to certain conditions.
The Series A Securities Purchase Agreement contains
customary representations and warranties by EQV, PIH, and the Series A Preferred Investors, including with respect to organization, authority,
enforceability, compliance with laws, absence of conflicts, and the validity of the Series A Preferred Shares and Preferred Investor Warrants.
In addition, subject to certain conditions, so long as any Series A Preferred Shares remain outstanding, the Series A Certificate of Designation
will provide holders of a majority of the then issued and outstanding Series A Preferred Shares the right to elect one Series A Director
(as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).
In connection with the Business Combination, contemporaneously
with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH, certain existing investors and certain
unitholders of PIH (the “PIH Rollover Holders”) entered into those certain rollover agreements, dated as of August 5, 2025
(each, a “Rollover Agreement”, and collectively, the “Rollover Agreements”), pursuant to which the Class A ParentCo
Rollover Units (as defined in the Rollover Agreement) of such PIH Rollover Holders converted into the right to receive a number of EQV
Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value (the “Rollovers”). In addition,
in connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement,
EQV, the Company, the Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered into Securities Contribution
and Transfer Agreements (the “Securities Contribution and Transfer Agreements”) in order to reflect the intended ownership
interests of the shareholders of the Company following the Business Combination. Pursuant to and subject to the terms and conditions of
the Securities Contribution and Transfer Agreements, (i) Sponsor agreed to contribute 562,746 Class B Shares to EQV as a contribution
to capital at Closing and, in exchange, Presidio agreed to issue 562,746 shares of Presidio Class A Common Stock (or securities convertible
into Presidio Class A Common Stock) to the PIH Rollover Holders (the “PIH Rollover Share Contributions”) and (ii) Sponsor
agreed to contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to issue
565,217 shares of Presidio Class A Common Stock to such PIPE Investors (the “PIPE Share Contributions”).
3
In connection with the Extraordinary General Meeting,
on February 23, 2026, EQV and the Sponsor entered into a non-redemption agreement (the “Non-Redemption Agreement”) with Fort
Baker Capital Management LP (“Fort Baker”), pursuant to which Fort Baker agreed not to redeem (or to validly rescind any redemption
requests on) up to 751,880 Class A Shares in connection with the Extraordinary General Meeting. In exchange for the foregoing commitment
not to redeem such Class A Shares of EQV, the Sponsor agreed to assign to Fort Baker, for no additional consideration, up to 117,686 Class
A Shares. Fort Baker reversed redemption on the maximum number of shares provided for by the Non-Redemption Agreement and the Sponsor
assigned the maximum number of Class A Shares provided for by the Non-Redemption Agreement. The Non-Redemption Agreement increased the
amount of funds remaining in EQV’s trust account following the Extraordinary General Meeting relative to the amount of funds that
would have been expected to be remaining in the trust account following the Extraordinary General Meeting had the Non-Redemption Agreement
not been entered into and the Class A Shares subject to such agreements had been redeemed.
In connection with the Business Combination, on
February 23, 2026, EQV, Presidio and PIH entered into a Series B Preferred Securities Purchase Agreement (the “Series B Securities
Purchase Agreement”) with Adage Capital Partners, L.P. (the “Series B Preferred Investor”), pursuant to which, immediately
prior to or substantially concurrently with the Closing, the Series B Preferred Investor purchased in a private placement from Presidio
an aggregate of 27,173 shares of Series B Perpetual Participating Convertible Preferred Stock of Presidio PubCo Inc., par value $0.0001
per share (the “Series B Preferred Shares”), with each Series B Preferred Share convertible into 100 shares of Presidio Class
A Common Stock and entitled to participate in dividends declared on shares of Presidio Class A Common Stock on an as-converted basis,
for an aggregate cash purchase price of $25,000,000 (the “Series B Preferred Financing”). The Series B Preferred Shares have
the rights, preferences, and privileges set forth in Presidio’s Certificate of Designation of Preferences, Rights and Limitations
of Series B Perpetual Participating Convertible Preferred Stock (the “Series B Certificate of Designation”).
The Series B Securities Purchase Agreement contains
customary representations and warranties by EQV, Presidio, PIH, and the Series B Preferred Investor, including with respect to organization,
authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Series B Preferred Shares issued. Presidio
shall use commercially reasonable efforts to register the Presidio Class A Common Stock issuable upon conversion of the Series B Preferred
Shares on a resale registration statement within 45 days following the Closing.
The Public Class A Shares, EQV Public Warrants
and EQV Public Units were listed on the New York Stock Exchange (the “NYSE”) under the symbols “FTW,” “FTW
WS” and “FTW U,” respectively, and were voluntarily delisted from the NYSE on March 5, 2026, in connection with the
Closing. The Presidio Class A Common Stock and Presidio Warrants commenced trading on the NYSE under the symbols “FTW” and
“FTW WS,” respectively, on March 4, 2026. As of the Closing Date, the Company is organized in an “Up-C” structure,
such that the Company and the subsidiaries of the Company hold and operate substantially all of the assets and business of PIH, and the
Company is a publicly listed holding company that holds equity interests in PIH.
In connection with the Business Combination and EQVR Acquisition, on
March 4, 2026, Presidio Borrower LLC, a wholly owned subsidiary of the Company (“Presidio Borrower”), entered into a senior
secured revolving credit agreement (the “Credit Agreement”) among Presidio Borrower, as borrower, Citizens Bank, N.A., as
administrative agent, and the lenders from time to time party thereto. The Credit Agreement provides for, as of the closing date of the
Credit Agreement, aggregate commitments of $65.0 million, an initial borrowing base of $65.0 million and aggregate maximum credit amounts
of $500.0 million. Presidio Borrower drew $37.0 million of the initial borrowing base on March 4, 2026 (the “RBL Financing”)
and used the proceeds to fund a portion of the Business Combination and EQVR Acquisition. The borrowing base under the Credit Agreement
is scheduled to be redetermined semiannually on or about May 1 and November 1 of each calendar year, commencing on or about May 1, 2026,
and is subject to additional adjustments from time to time pursuant to the provisions of the Credit Agreement, including for certain asset
sales and the elimination or reduction of hedge positions. Additionally, each of Presidio Borrower and the Required Lenders (as defined
in the Credit Agreement) may request one unscheduled redetermination of the borrowing base between each scheduled redetermination. The
amount of the borrowing base is determined by the lenders in their sole discretion and consistent with the oil and gas lending criteria
of the lenders at the time of the relevant redetermination. The amount Presidio Borrower is able to borrow under the Credit Agreement
is subject to compliance with the financial covenants, satisfaction of various conditions precedent to borrowing and other provisions
of the Credit Agreement. The Credit Agreement has a scheduled maturity of four years from the effective date thereof. Borrowings under
the Credit Agreement may be base rate loans or SOFR loans. Interest is payable quarterly for base rate loans and at the end of the applicable
interest period for SOFR loans. SOFR loans bear interest at Term SOFR plus an applicable margin ranging from 300 to 400 basis points,
depending on the percentage of the borrowing base utilized. Base rate loans bear interest at a rate per annum equal to the greatest of:
(i) the prime rate announced by Citizens Bank, N.A. or its parent; (ii) the federal funds effective rate plus 50 basis points; and (iii)
the Term SOFR rate for a one-month interest period plus 100 basis points, plus an applicable margin ranging from 200 to 300 basis points,
depending on the percentage of the borrowing base utilized. Presidio Borrower also pays a commitment fee on unused elected commitment
amounts under its facility of 50 basis points. Presidio Borrower may repay any amounts borrowed under the Credit Agreement prior to the
maturity date without any premium or penalty (other than customary breakage costs).
4
Sponsor Letter Agreement
Concurrently with the execution of the Business
Combination Agreement, on August 5, 2025, EQV, the Sponsor, Presidio, EQV Holdings, PIH and the Insiders entered into the Sponsor Letter
Agreement, pursuant to which (a) each of the Sponsor and the Insiders agreed to vote in favor of the Business Combination Agreement and
the Business Combination, (b) each of the Sponsor and the Insiders agreed to be bound by certain restrictions on transfer with respect
to their equity interests in EQV prior to Closing, (c) the Sponsor agreed to be bound by certain lock-up provisions during the post-Closing
lock-up periods described therein with respect to its equity interests in EQV, (d) the Sponsor agreed to subject certain of its Class
B Shares to vesting (or forfeiture) on the basis of achieving certain trading price thresholds during the first five years following the
Closing pursuant to an earnout program, (e) the Sponsor agreed to subject certain of its Class B Shares to time vesting during the first
three years following the Closing pursuant to a dividend reinvestment program and (f) the Sponsor and the Insiders agreed to waive any
adjustment to the conversion ratio set forth in the respective governing documents of any of EQV, Presidio, EQV Merger Sub, EQV Holdings,
and Presidio Merger Sub or any other anti-dilution or similar protection with respect to any equity interests in EQV, as more fully set
forth in the Sponsor Letter Agreement.
Pursuant to the Sponsor Letter Agreement, 1,851,161
Class B Shares held by the Sponsor will be subject to forfeiture, and vest in two equal 50% increments if, over any 20 trading days within
any 30 consecutive trading-day period during the five years following the Closing, the trading share price of the Presidio Class A Common
Stock is greater than or equal to $12.50 per share and $15.00 per share, respectively (or if Presidio consummates a sale that would value
such shares at the aforementioned thresholds).
Pursuant to the Sponsor Letter Agreement, immediately
following the Closing, 3,702,323 Class B Shares held by the Sponsor, as may be adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like or exchanged for Presidio Class A Common Stock pursuant to the Business Combination Agreement and any newly
issued Presidio Class A Common Stock resulting from dividends owed to the Sponsor pursuant to the terms of the Sponsor Letter Agreement,
will vest in three tranches, with one-third of such shares vesting on the date that is 12 months following the Closing, one-half of the
remainder of such shares vesting on the date that is 24 months following the Closing and the remaining of such shares vesting on the date
that is 36 months following the Closing.
Sponsor and the Insiders also agreed to be bound
by certain “lock-up” provisions. Pursuant to the terms and conditions of the Sponsor Letter Agreement, 1,851,161 of the Sponsor’s
equity interests in EQV will be restricted from transfer for a period ending on the earlier of the date (i) that is 12 months following
the Closing Date and (ii) upon which Presidio completes a liquidation, merger, share exchange or other similar transaction following the
Closing Date that results in all the equityholders of Presidio having the right to exchange their shares of Presidio Class A Common Stock
for cash, securities or other property, subject to customary exceptions and potential early-release 150 days after the Closing based on
the stock price sustaining specified price thresholds for 20 trading days within any 30 consecutive trading-day period.
Subscription Agreements
Concurrently with the execution of the Business
Combination Agreement, on August 5, 2025, EQV and the Company entered into subscription agreements (each, a “Subscription Agreement”)
with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors subscribed for and
purchased an aggregate of 8,750,000 shares of Presidio Class A Common Stock to be issued by the Company following the Domestication for
a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein (the “PIPE Financing”).
Each Subscription Agreement contains customary representations and warranties of EQV and the Company, on the one hand, and the PIPE Investor,
on the other hand. At the Closing, the Company issued an aggregate of 8,750,000 shares of Presidio Class A Common Stock to the PIPE Investors.
Concurrently with the execution of the Business Combination Agreement, on August 5, 2025, EQV and Presidio entered into Subscription Agreements
with the PIPE Investors (and may enter into, before the Closing, additional agreements with additional PIPE Investors on the same forms,
as applicable) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and EQV and Presidio
have agreed to issue and sell to the PIPE Investors, an aggregate of 8,750,000 shares of Presidio Class A Common Stock following the Domestication
for a purchase price of $10.00 per share, on the terms and subject to the conditions set forth therein. Each Subscription Agreement contains
customary representations and warranties of EQV and Presidio, on the one hand, and the PIPE Investor, on the other hand, and customary
conditions to closing, including the consummation of the Business Combination immediately following the consummation of the PIPE Financing.
5
Preferred Investment
Concurrently with the execution of the Business
Combination Agreement, on August 5, 2025, EQV, the Company and PIH entered into a Series A Preferred Securities Purchase Agreement (the
“Series A Securities Purchase Agreement”) with certain investors (the “Series A Preferred Investors”), pursuant
to which the Series A Preferred Investors purchased in a private placement from the Company an aggregate of 125,000 Series A Preferred
Shares (the “Series A Preferred Shares”) and warrants to purchase 937,500 shares of Presidio Class A Common Stock with an
exercise price of $0.01 per warrant (the “Series A Preferred Investor Warrants”) for a cash purchase price of $123,750,000
(net of all applicable original issue discounts) (the “Series A Preferred Financing”). The Series A Preferred Shares have
the rights, preferences, and privileges set forth in the Company’s Certificate of Designation of Preferences, Rights and Limitations
of Series A Perpetual Preferred Stock (the “Certificate of Designation”), and certain holders of the Series A Preferred Shares
have certain rights pursuant to the agreement between certain Series A Preferred Investors and the Company entered into at the Closing
(the “Series A Preferred Stockholders’ Agreement”).
At the Closing, each Series A Preferred Investor
received Series A Preferred Shares and Series A Preferred Investor Warrants to purchase a specified number of shares of Presidio Class
A Common Stock, as set forth in the Series A Securities Purchase Agreement. In addition, the Company entered into the Series A Preferred
Stockholders’ Agreement with certain Series A Preferred Investors at the Closing. The Series A Preferred Investor Warrants have
an exercise price of $0.01, subject to adjustment as provided therein, and may be exercised for cash or on a cashless basis. The Series
A Preferred Investor Warrants will become exercisable in two tranches, with 50% exercisable six months following the Closing and 50% exercisable
12 months following the Closing, and have a term of exercise equal to five years from the applicable exercise date, as provided further
in the Series A Preferred Investor Warrants. The Company shall use commercially reasonable efforts to file a resale registration statement
within 45 days following the Closing to register the Presidio Class A Common Stock underlying the Series A Preferred Investor Warrants,
subject to certain conditions.
The Series A Securities Purchase Agreement contains
customary representations and warranties by EQV, PIH, and the Series A Preferred Investors, including with respect to organization, authority,
enforceability, compliance with laws, absence of conflicts, and the validity of the Series A Preferred Shares and Series A Preferred Investor
Warrants. In addition, subject to certain conditions, so long as any Series A Preferred Shares remain outstanding, the Certificate of
Designation will provide holders of a majority of the then issued and outstanding Series A Preferred Shares the right to elect one Series
A Director (as defined therein) and, in certain circumstances, two additional Preferred Stock Directors (as defined therein).
In connection with the Business Combination, on
February 23, 2026, EQV, Presidio and PIH entered into a Series B Preferred Securities Purchase Agreement (the “Series B Securities
Purchase Agreement”) with Adage Capital Partners, L.P. (the “Series B Preferred Investor”), pursuant to which, immediately
prior to or substantially concurrently with the Closing, the Series B Preferred Investor purchased in a private placement from Presidio
an aggregate of 27,173 Series B Perpetual Participating Convertible Preferred Stock of Presidio PubCo Inc., par value $0.0001 per share
(the “Series B Preferred Shares”), with each Series B Preferred Share convertible into 100 shares of Presidio Class A Common
Stock and entitled to participate in dividends declared on shares of Presidio Class A Common Stock on an as-converted basis, for an aggregate
cash purchase price of $25,000,000 (the “Series B Preferred Financing”). The Series B Preferred Shares have the rights, preferences,
and privileges set forth in Presidio’s Certificate of Designation of Preferences, Rights and Limitations of Series B Perpetual Participating
Convertible Preferred Stock (the “Series B Certificate of Designation”).
The Series B Securities Purchase Agreement contains
customary representations and warranties by EQV, Presidio, PIH, and the Series B Preferred Investor, including with respect to organization,
authority, enforceability, compliance with laws, absence of conflicts, and the validity of the Series B Preferred Shares issued. Presidio
shall use commercially reasonable efforts to register the Presidio Class A Common Stock issuable upon conversion of the Series B Preferred
Shares on a resale registration statement within 45 days following the Closing.
Rollover Agreement
In connection with the Business Combination, contemporaneously
with the execution and delivery of the Business Combination Agreement, EQV, EQV Holdings, PIH, certain existing investors and certain
unitholders of PIH (the “PIH Rollover Holders”) entered into those certain rollover agreements, dated as of August 5, 2025
(each, a “Rollover Agreement”, and collectively, the “Rollover Agreements”), pursuant to which the Class A ParentCo
Rollover Units (as defined in the Rollover Agreement) of such PIH Rollover Holders converted into the right to receive a number of EQV
Holdings Common Units and a number of shares of Presidio Class B Common Stock at par value (the “Rollovers”). In addition,
in connection with the Business Combination, contemporaneously with the execution and delivery of the Business Combination Agreement,
EQV, the Company, the Sponsor, certain PIH Rollover Holders and certain PIPE Investors party thereto entered into Securities Contribution
and Transfer Agreements (the “Securities Contribution and Transfer Agreements”) in order to reflect the intended ownership
interests of the shareholders of the Company following the Business Combination. Pursuant to and subject to the terms and conditions of
the Securities Contribution and Transfer Agreements, (i) Sponsor agreed to contribute 562,746 Class B Shares to EQV as a contribution
to capital at Closing and, in exchange, Presidio agreed to issue 562,746 shares of Presidio Class A Common Stock (or securities convertible
into Presidio Class A Common Stock) to the PIH Rollover Holders (the “PIH Rollover Share Contributions”) and (ii) Sponsor
agreed to contribute 565,217 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to issue
565,217 shares of Presidio Class A Common Stock to such PIPE Investors (the “PIPE Share Contributions”).
6
In connection with the Business Combination, contemporaneously
with the execution and delivery of the Series B Preferred Purchase Agreement, EQV, the Company, the Sponsor and PIH entered into a Forfeiture
Agreement (the “Series B Forfeiture Agreement”) in order to reflect the intended ownership interests of the shareholders of
the Company following the Business Combination. Pursuant to and subject to the terms and conditions of the Series B Forfeiture Agreement,
Sponsor agreed to contribute 217,391 Class B Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to
reserve 217,300 shares of Presidio Class A Common Stock to such Series B Preferred Investor.
In connection with the public share redemptions, EQV, the Company,
the Sponsor and PIH entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”) with a certain Public Class A
Shareholder (the “NRA Public Investor”) where the NRA Public Investor agreed to not exercise their right to redeem Class A
Shares. Contemporaneously with the execution and delivery of the Non-Redemption Agreement, EQV, the Company, the Sponsor and PIH entered
into a Forfeiture Agreement (the “NRA Forfeiture Agreement”) in order to reflect the intended ownership interests of the shareholders
of the Company following the Business Combination. Pursuant to and subject to the terms and conditions of the NRA Forfeiture Agreement,
Sponsor agreed to contribute 117,686 Class A Shares to EQV as a contribution to capital at Closing and, in exchange, Presidio agreed to
issue 117,686 shares of Presidio Class A Common Stock to such NRA Public Investor.
Agreement and Plan of Merger
In connection with the Business Combination, EQV
and PIH negotiated the acquisition of all of the issued and outstanding equity interests of EQVR via merger and, contemporaneous with
the execution of the Business Combination Agreement, EQV, Presidio, EQVR Merger Sub, EQVR Intermediate, EQVR and PIH entered into the
EQVR Merger Agreement, pursuant to which Presidio will effect the EQVR Acquisition on the terms and subject to the conditions set forth
in the EQVR Merger Agreement and in accordance with applicable law following the Closing.
Registration and Stockholders’ Rights
Agreement
In connection with Closing, the Registration Rights
Parties, EQV, EQV Holdings, and Presidio will enter into the Registration and Stockholders’ Rights Agreement. Under the Registration
and Stockholders’ Rights Agreement, Sponsor or its permitted transferees will have the right to designate two directors so long
as they own in the aggregate greater than 20% of Presidio’s common equity and one director so long as they own in the aggregate
greater than 10% of Presidio’s common equity.
Pursuant to the terms of the Registration and Stockholders’
Rights Agreement, the Registration Rights Parties will be granted certain customary registration rights, including demand and piggyback
rights. In addition, certain of the Registration Rights Parties will agree, subject to the terms provided therein, that each such party
will not transfer any of its registrable securities under the Registration and Stockholders’ Rights Agreement for a period ending
180 days after the Closing.
Amended and Restated Limited Liability Company
Agreement
The Public Class A Shares, EQV Public Warrants
and EQV Public Units were listed on the New York Stock Exchange (the “NYSE”) under the symbols “FTW,” “FTW
WS” and “FTW U,” respectively, and were voluntarily delisted from the NYSE on March 5, 2026, in connection with the
Closing. As of the Closing Date, the Company is organized in an “Up-C” structure, such that the Company and the subsidiaries
of the Company hold and operate substantially all of the assets and business of PIH, and the Company is a publicly listed holding company
that holds equity interests in PIH.
Arkoma Acquisition
Pursuant to seven Purchase and Sale Agreements,
each dated May 7, 2026 (collectively, the “Purchase and Sale Agreements”), the Company acquired oil and gas leases, oil, gas,
and mineral leases and subleases, carried interests, operating rights, record title interests, overriding royalty interests and other
interests to the crude oil, gas, casinghead gas, condensate, natural gas liquids, and other gaseous or liquid hydrocarbons that may be
produced from or are otherwise attributable to certain properties in Oklahoma (the “Arkoma Acquired Properties,” and the acquisitions
of the Properties, the “Arkoma Acquisition”), from Canyon Creek Energy – Arkoma, LLC (“CCE”), Alchemist Energy
Leaseco, LP (“Alchemist”), Pivotal Arkoma Basin II, LLC (“Pivotal”), Harvard Petroleum Company, LLC (“Harvard”),
Harbor Island, LLC (“Harbor Island”), FBF Energy, LLC (“FBF”) and East Dennis Oil Company, LLC (“East Dennis”).
Six of the acquisitions closed on July 1, 2026 and the Harbor Island acquisition closed on July 21, 2026.
Aggregate purchase consideration consisted of cash
of $53.1 million and equity interests with a fair value of $24.0 million, together with capitalized transaction costs of $5.2 million,
for total cost of acquisition of $82.3 million.
In connection with the Arkoma Acquisition, on July
1, 2026, Presidio Acquisitions LLC, as borrower (the “Borrower”), and Presidio Intermediate Holding Company II LLC, as a guarantor,
each an indirect wholly owned subsidiary of the Company, entered into a Loan and Security Agreement with Goldman Sachs Bank USA, as administrative
agent and collateral agent, Goldman Sachs Bank USA and Citizens Bank, N.A., as joint lead arrangers, and the lenders party thereto, providing
for a senior secured warehouse credit facility with aggregate commitments of up to $1.0 billion, consisting of an initial $55.0 million
closing date loan commitment and $945.0 million of delayed draw loan commitments. The Borrower drew the full $55.0 million closing date
loan commitment on July 1, 2026 (the “Warehouse Financing”) and used the proceeds to fund a portion of the Arkoma Acquisition.
The closing date loans mature on the third anniversary of the closing date. Borrowings bear interest, at the Borrower’s election, at a
base rate or Term SOFR plus an applicable margin, initially 3.00% for Term SOFR loans and 2.00% for base rate loans, increasing to 4.00%
and 3.00% in months 13 through 24 following the funding date and to 5.00% and 4.00% thereafter. The Loan Agreement also provides for upfront,
administrative and duration fees, requires specified commodity and interest rate hedging arrangements and a debt service reserve account,
and is guaranteed and securitized by certain oil and gas properties and related assets.
7
PRESIDIO PRODUCTION COMPANY
Unaudited Pro Forma Condensed Combined Balance
Sheet
As of June 30, 2026
(Dollars in thousands)
Presidio
Historical
Arkoma
Transaction
Accounting
Adjustments
Pro Forma
Combined
Assets
Cash and cash equivalents
$ 42,317
$ (3,948 )
$ 38,369
(58,327 )
(a)
54,379
(c)
Restricted cash
11,278
—
11,278
Accounts receivable, oil and gas
18,105
3,492
(b)
21,597
Accounts receivable, joint interest owners
10,623
56
(b)
10,679
Derivative assets - current
54,555
2,267
(b)
56,822
Hedge receivable
6,586
—
6,586
Prepaid expenses and other current assets
2,414
6
(b)
2,420
Total current assets
145,878
1,873
147,751
Oil and natural gas properties, successful efforts
693,519
88,720
(b)
782,239
Less accumulated depletion, depreciation, and amortization
(19,535 )
—
(19,535 )
Total oil and natural gas properties, net
673,984
88,720
762,704
Other property and equipment, net
4,590
—
4,590
Derivative assets - noncurrent
11,058
—
11,058
Right-of-use assets
3,561
—
3,561
Deferred tax assets - noncurrent
182
—
182
Other noncurrent assets
8,491
—
8,491
Total assets
$ 847,744
$ 90,593
$ 938,337
Liabilities
Accounts payable
$ 15,696
$ —
$ 15,696
Production taxes payable
3,570
—
3,570
Revenue and royalties payable
26,071
10,070
(b)
36,141
Derivative liabilities - current
10,946
—
10,946
Hedge payable
10,092
—
10,092
Current portion of long-term debt
35,836
6,661
(c)
42,497
Lease liabilities, current
299
—
299
Other current liabilities
21,090
308
(b)
21,398
Total current liabilities
123,600
17,039
140,639
Long-term debt, net
307,236
47,718
(c)
354,954
Asset retirement obligations
79,921
1,825
(b)
81,746
Lease liabilities
3,328
—
3,328
Derivative liabilities - noncurrent
2,058
—
2,058
Earnout liability
17,772
—
17,772
Total liabilities
533,915
66,582
600,497
Redeemable Preferred Stock
Series A redeemable preferred stock
112,123
—
112,123
Series B convertible redeemable preferred
24,701
—
24,701
Stockholders’ Equity
Class A common stock
3
—
3
Class B common stock
—
—
—
Additional paid-in capital
191,524
24,011
(a)
215,535
Accumulated deficit
(32,166 )
—
(32,166 )
Total stockholders’ equity attributable to Presidio Production Company
159,361
24,011
183,372
Non-controlling interest
17,644
—
17,644
Total stockholders’ equity
177,005
24,011
201,016
Total liabilities, redeemable preferred stock and stockholders’ equity
$ 847,744
$ 90,593
$ 938,337
See accompanying “Notes to the Unaudited
Pro Forma Condensed Combined Financial Statements”
8
PRESIDIO PRODUCTION COMPANY
Unaudited Pro Forma Condensed Combined Statement
of Operations
For the Six Months Ended June 30, 2026
(Dollars in thousands, except share and per share
amounts)
Successor
Predecessor
March 4, 2026 to
June 30, 2026
January 1, 2026 to
March 3, 2026
January 1, 2026 to
March 3, 2026
Six Months Ended
June 30, 2026
PubCo
Historical
PIH
Historical
EQVR
Historical
Presidio
Transaction
Accounting
Adjustments
Presidio
Pro Forma
Arkoma Acquired Properties
Historical
Arkoma
Transaction
Accounting
Adjustments
Pro Forma
Combined
Revenues:
Oil sales
$ 39,476
$ 12,017
$ 839
$ —
$ 52,332
$ 276
$ —
$ 52,608
Natural gas sales
9,675
17,497
2,429
—
29,601
8,406
—
38,007
Natural gas liquids sales
19,806
6,207
1,015
—
27,028
4,584
—
31,612
Field services revenue
388
155
—
—
543
—
—
543
Total revenues
$ 69,345
$ 35,876
$ 4,283
$ —
$ 109,504
$ 13,266
$ —
$ 122,770
Operating expenses:
Lease operating expenses
25,345
12,277
1,145
—
38,767
1,630
—
40,397
Gathering, compression and transportation
—
—
—
—
—
2,323
—
2,323
Production taxes
3,968
2,098
164
—
6,230
796
—
7,026
Ad valorem taxes
1,208
758
62
—
2,028
—
—
2,028
Depletion, oil and gas properties
19,535
4,276
916
4,485
(aa)
29,212
—
3,041
(mm)
32,253
Depreciation and amortization, other property and equipment
1,122
673
2
—
1,797
—
—
1,797
Accretion of asset retirement obligation
1,518
643
160
183
(bb)
2,504
—
60
(nn)
2,564
General and administrative
8,864
48,649
522
(46,021 )
12,014
—
—
12,014
(46,982 )
(cc)
961
(dd)
Acquisition and transaction costs
768
6,993
—
(7,761 )
(ee)
—
—
—
—
Cost of field services revenue
4
9
—
—
13
—
—
13
Gain on sale of assets
(188 )
(816 )
(627 )
—
(1,631 )
—
—
(1,631 )
Total operating expenses
$ 62,144
$ 75,560
$ 2,344
$ (49,114 )
$ 90,934
$ 4,749
$ 3,101
$ 98,784
Income (loss) from operations
$ 7,201
$ (39,684 )
$ 1,939
$ 49,114
$ 18,570
$ 8,517
$ (3,101 )
$ 23,986
Other income (expense):
Gain (loss) on commodity derivatives
(8,342 )
(27,905 )
(218 )
—
(36,465 )
—
—
(36,465 )
Change in fair value of earnout liability
(2,876 )
—
—
—
(2,876 )
—
—
(2,876 )
Loss on early extinguishment of debt
(4,475 )
—
—
—
(4,475 )
—
—
(4,475 )
Interest expense
(6,001 )
(3,920 )
(663 )
224
(10,360 )
—
(2,107 )
(oo)
(12,467 )
(471 )
(ff)
32
(gg)
663
(hh)
Other income (expense)
13
170
(658 )
500
(ii)
25
—
—
25
Total other income (expense)
$ (21,681 )
$ (31,655 )
$ (1,539 )
$ 724
$ (54,151 )
$ —
$ (2,107 )
$ (56,258 )
Net income (loss) before income taxes
$ (14,480 )
$ (71,339 )
$ 400
$ 49,838
$ (35,581 )
$ 8,517
$ (5,208 )
$ (32,272 )
Income tax expense (benefit)
(2,993 )
—
—
(4,362 )
(jj)
(7,355 )
—
684
(pp)
(6,671 )
Net income (loss)
$ (11,487 )
$ (71,339 )
$ 400
$ 54,200
$ (28,226 )
$ 8,517
$ (5,892 )
$ (25,601 )
Net income (loss) attributable to non-controlling interests
(493 )
—
—
(955 )
(kk)
(1,448 )
—
232
(qq)
(1,216 )
Net income (loss) attributable to common shareholders
$ (10,994 )
$ (71,339 )
$ 400
$ 55,155
$ (26,778 )
$ 8,517
$ (6,124 )
$ (24,385 )
Preferred stock dividends
5,380
—
—
2,625
(ll)
8,005
—
—
8,005
Net income (loss) available to common shareholders
$ (16,374 )
$ (71,339 )
$ 400
$ 52,530
$ (34,783 )
$ 8,517
$ (6,124 )
$ (32,390 )
Basic and diluted weighted average Class A common shares outstanding
26,751,925
26,751,925
1,962,240
(rr)
28,714,165
Basic and diluted net income (loss) per Class A common share
$ (0.61 )
$ (1.30 )
$ (1.13 )
See accompanying “Notes to the Unaudited
Pro Forma Condensed Combined Financial Statements”
9
PRESIDIO PRODUCTION COMPANY
Unaudited Pro Forma Condensed Combined Statement
of Operations
For the Year Ended December 31, 2025
(Dollars in thousands, except share and per share
amounts)
PIH
Historical
EQVR
Historical
Presidio
Transaction
Accounting
Adjustments
Presidio
Pro Forma
Arkoma Acquired Properties
Historical
Arkoma
Transaction
Accounting
Adjustments
Pro Forma
Combined
Revenues:
Oil sales
$ 81,640
$ 5,769
$ —
$ 87,409
$ 543
$ —
$ 87,952
Natural gas sales
50,309
9,680
—
59,989
18,222
—
78,211
Natural gas liquids sales
45,864
5,720
—
51,584
9,663
—
61,247
Field services revenue
1,243
—
—
1,243
—
—
1,243
Total revenues
$ 179,056
$ 21,169
$ —
$ 200,225
$ 28,428
$ —
$ 228,653
Operating expenses:
Lease operating expenses
73,016
10,355
—
83,371
3,342
—
86,713
Gathering, compression and transportation
—
—
—
—
5,126
—
5,126
Production taxes
9,795
862
—
10,657
1,662
—
12,319
Ad valorem taxes
5,500
973
—
6,473
—
—
6,473
Depletion, oil and gas properties
28,418
4,917
22,938
(aa)
56,273
—
6,838
(mm)
63,111
Depreciation and amortization, other property and equipment
3,279
—
—
3,279
—
—
3,279
Accretion of asset retirement obligation
4,134
747
567
(bb)
5,448
—
115
(nn)
5,563
General and administrative
24,216
2,379
52,637
79,232
—
—
79,232
46,982
(cc)
5,655
(dd)
Acquisition and transaction costs
4,156
—
7,761
(ee)
11,917
—
—
11,917
Cost of field services revenue
823
—
—
823
—
—
823
Gain on sale of assets
(8,455 )
—
—
(8,455 )
—
—
(8,455 )
Total operating expenses
$ 144,882
$ 20,233
$ 83,903
$ 249,018
$ 10,130
$ 6,953
$ 266,101
Income (loss) from operations
$ 34,174
$ 936
$ (83,903 )
$ (48,793 )
$ 18,298
$ (6,953 )
$ (37,448 )
Other income (expense):
Gain (loss) on commodity derivatives
47,161
4,798
—
51,959
—
—
51,959
Interest expense
(24,491 )
(4,048 )
1,451
(27,088 )
—
(3,663 )
(oo)
(30,751 )
(2,775 )
(ff)
178
(gg)
4,048
(hh)
Other income (expense)
23
10
2,000
(ii)
2,033
—
—
2,033
Total other income (expense)
$ 22,693
$ 760
$ 3,451
$ 26,904
$ —
$ (3,663 )
$ 23,241
Net income (loss) before income taxes
$ 56,867
$ 1,696
$ (80,452 )
$ (21,889 )
$ 18,298
$ (10,616 )
$ (14,207 )
Income tax expense (benefit)
992
—
(5,516 )
(jj)
(4,524 )
—
1,588
(pp)
(2,936 )
Net income (loss)
$ 55,875
$ 1,696
$ (74,936 )
$ (17,365 )
$ 18,298
$ (12,204 )
$ (11,271 )
Net income (loss) attributable to non-controlling interests
—
—
(992 )
(kk)
(992 )
—
389
(qq)
(603 )
Net income (loss) attributable to common shareholders
$ 55,875
$ 1,696
$ (73,944 )
$ (16,373 )
$ 18,298
$ (12,593 )
$ (10,668 )
Preferred stock dividends
—
—
15,000
(ll)
15,000
—
—
15,000
Net income (loss) available to common shareholders
$ 55,875
$ 1,696
$ (88,944 )
$ (31,373 )
$ 18,298
$ (12,593 )
$ (25,668 )
Basic and diluted weighted average Class A common shares outstanding
26,738,407
1,962,240
(rr)
28,700,647
Basic and diluted net income (loss) per Class A common share
$ (1.17 )
$ (0.89 )
See accompanying “Notes to the Unaudited
Pro Forma Condensed Combined Financial Statements”
10
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial
information was prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, and presents
the pro forma financial condition and results of operations of Presidio based upon the historical financial information of Presidio, PIH,
EQVR, and the Arkoma Acquired Properties after giving effect to the Business Combination, EQVR Acquisition and Arkoma Acquisition and
related adjustments set forth in the notes to the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined
financial information reflects pro forma adjustments that are based on available information and certain assumptions that management
believes are reasonable. However, actual results may differ from those reflected in these statements. In management’s opinion,
all adjustments known to date that are necessary to fairly present the unaudited pro forma condensed combined financial information
have been made. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is
not necessarily indicative of the results of operations or financial position that would have been achieved had the Business
Combination, EQVR Acquisition and Arkoma Acquisition been consummated on the dates indicated, nor of future results of operations or
financial position.
Accounting for the Business Combination and EQVR Acquisition
The Business Combination and the EQVR Acquisition
were accounted for as acquisitions of variable interest entities that are not a business under ASC 810. Under this method of accounting,
PIH’s and EQVR’s identifiable assets acquired, liabilities assumed, and non-controlling interests are measured at their acquisition
date fair values. Presidio determined that PIH was the predecessor as PIH comprises most of the combined entity’s assets and operations
and is managed by PIH’s management team after consummation of the Business Combination.
Accounting for the Arkoma Acquisition
The Arkoma Acquisition is accounted for as an asset
acquisition under ASC 805-50. The total cost of the acquisition is allocated to the individual assets acquired and liabilities assumed
on a relative fair value basis as of the acquisition date using the relevant information available as of the acquisition date. Transaction
costs that are directly related and incremental are capitalized as a component of cost rather than expensed.
No historical balance sheet is presented for the
Arkoma Acquired Properties. The historical financial statements of the Arkoma Acquired Properties filed under Item 9.01(a) of this Form
8-K/A consist of statements of revenues and direct operating expenses prepared in accordance with Rule 3-05(f) of Regulation S-X, which
does not require a balance sheet for an acquired business that includes significant oil and gas producing activities, and the sellers
did not maintain distinct and separate accounts from which a balance sheet for the Arkoma Acquired Properties could be prepared.
The statements of revenues and direct operating
expenses for the Arkoma Acquired Properties represent abbreviated financial statements that include less information about the historical
business associated with the assets or about our current and future results as the owner of the assets than full financial statements.
For example, the statements of revenues and direct operating expenses do not include depreciation, depletion and amortization, general
and administrative expenses, interest expense, income taxes and other indirect expenses, because such expenses were not separately allocated
to the acquired properties in the sellers’ accounting records. The unaudited pro forma condensed combined financial information reflects
adjustments to estimate certain indirect expenses excluded from the historical financial information.
11
Note 2 — Preliminary Acquisition Accounting
The following table summarizes the total cost of
acquisition for the Arkoma Acquisition:
(in thousands)
Cash
$ 53,060
Equity interests
24,011
Consideration transferred
$ 77,071
Capitalized transaction costs
5,267
Total cost of acquisition
$ 82,338
Equity interests issued as consideration were measured
on the acquisition date using the closing market price of the Company’s Class A common stock on the applicable closing dates, $12.24 per
share for the six acquisitions that closed July 1, 2026 and $12.03 per share for the Harbor Island acquisition that closed July 21, 2026.
The following table summarizes the fair value of
equity interests issued:
(in thousands, except share and per share amounts)
Class A common stock
1,962,240
Share price (weighted average)
$ 12.24
Fair value of equity interests
$ 24,011
The preliminary allocation of the total costs for
the Arkoma Acquisition is based upon management’s estimates and assumptions related to the fair value of the assets acquired and
liabilities assumed as of June 30, 2026 using currently available information. Because the unaudited pro forma condensed combined financial
information has been prepared based on these preliminary estimates, the final total cost allocation and the resulting effect on the Company’s
financial position and results of operations may differ significantly from the pro forma amounts included herein.
The following table summarizes the identified assets
acquired and liabilities assumed:
(in thousands)
Oil and natural gas properties, successful efforts
$
88,720
Accounts receivable, oil and gas
3,492
Accounts receivable, joint interest owners
56
Derivative assets, net
2,267
Prepaid expenses
6
Total assets acquired
$
94,541
Suspended revenues
9,109
Accrued royalties
961
Accrued costs
308
Asset retirement obligations
1,825
Total liabilities assumed
$
12,203
Net assets acquired
$
82,338
12
Note 3 — Transaction Accounting Adjustments
The unaudited pro forma condensed combined financial
information has been prepared to illustrate the effect of the Business Combination, EQVR Acquisition, and Arkoma Acquisition and has been
prepared for informational purposes only.
The pro forma combined provision for income taxes
does not necessarily reflect the amounts that would have resulted had Presidio filed consolidated income tax returns during the periods
presented.
The pro forma basic and diluted earnings per share
amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of Presidio’s
shares outstanding, assuming the Business Combination, EQVR Acquisition and Arkoma Acquisition occurred on January 1, 2025.
Arkoma Transaction Accounting Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet
(a) Reflects the costs of the Arkoma Acquisition, consisting of
cash of $53.1 million and equity interests with a fair value of $24.0 million, together with capitalized transaction costs of $5.2 million,
for total cost of acquisition of $82.3 million.
(b) Reflects the assets and liabilities acquired from the Arkoma
Acquisition (see Note 2).
(c) Reflects the cash proceeds of $55.0 million from the Warehouse
Financing, net of $0.6 million debt issuance costs.
Presidio Transaction Accounting Adjustments to Unaudited Pro
Forma Condensed Combined Statements of Operations
(aa) Reflects the adjustment to depletion expense for the new basis
of oil and natural gas properties as a result of the final purchase price allocation, as the pro forma closing of the Business Combination
is assumed to be January 1, 2025.
(bb) Reflects the adjustment to accretion expense for the new basis
of the asset retirement obligations as a result of the final purchase price allocation, as the pro forma closing of the Business Combination
is assumed to be January 1, 2025.
(cc) Reflects general and administrative expense related to compensation
expense contingent upon change of control, which was originally recognized in the six months ended June 30, 2026 but reclassified to
the year ended December 31, 2025, as the pro forma closing of the Business Combination is assumed to be January 1, 2025. This expense
will not recur beyond 12 months after the transaction.
(dd) Reflects the adjustment to include compensation expense related
to the vesting of the Restricted Stock Units (“RSUs”) granted to Presidio’s officers upon Closing pursuant to the Company’s
compensation plan. Additionally, the historical general and administrative expenses include $15.0 million recognized as non-recurring
compensation expense following the sale of certain undeveloped properties that triggered a distribution to PIH Class B unitholders during
the year ended December 31, 2025. This expense will not recur beyond 12 months after the transaction.
(ee) Reflects transaction costs associated with the Business Combination
originally recognized in the six months ended June 30, 2026 but reclassified to the year ended December 31, 2025, as the pro forma closing
of the Business Combination is assumed to be January 1, 2025. This charge is not expected to recur in the twelve months following closing.
(ff) Reflects interest expense related to the RBL Financing. The
RBL Financing bears interest at 7.50% per annum based on the 3.75% Secured Overnight Financing Rate (“SOFR”) spread, plus
the higher of the estimated SOFR curve of 3.75% or SOFR floor of 0.75%.
(gg) Reflects the elimination of the interest expense associated
with PIH’s note payable paid off at Closing.
(hh) Reflects the elimination of the interest expense associated
with EQVR’s note payable paid off at Closing.
(ii) Reflects the elimination of certain management fees for EQVR.
This expense will not recur beyond 12 months after the transaction.
13
(jj) Reflects the pro forma adjustment to income tax expense (benefit)
resulting from the pro forma adjustments made to the unaudited condensed combined statement of operations and change in tax status, which
was calculated using an effective tax rate of 20.7%.
(kk) Immediately following the Business Combination and EQVR Acquisition,
the ownership of Presidio represented by the economic interests held by the non-controlling interests (comprising of EQV Holdings Units
and excluding shares of Presidio Class A Common Stock) was approximately 5.7%. Net income/(loss) attributable to the non-controlling
interest was then calculated by multiplying the non-controlling interest percentage by net income/(loss), inclusive of the impacts of
all other adjustments.
(ll) Reflects the adjustment for the pro forma dividends attributable
to the Series A Preferred Investors at 12% per annum.
Arkoma Transaction Accounting Adjustments to Unaudited Pro Forma
Condensed Combined Statements of Operations
(mm) Reflects the adjustment to depletion expense for the new basis
of oil and natural gas properties as a result of the preliminary purchase price allocation, as the pro forma closing of the Arkoma Acquisition
is assumed to be January 1, 2025.
(nn) Reflects the adjustment to accretion expense for the new basis
of the asset retirement obligations as a result of the preliminary purchase price allocation, as the pro forma closing of the Arkoma
Acquisition is assumed to be January 1, 2025.
(oo) Reflects interest expense related to the Warehouse Financing.
The interest was calculated using a 3.66% Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 3.00% for
the year ended December 31, 2025 and 4.00% for the six months ended June 30, 2026.
(pp) Reflects the pro forma adjustment to income tax expense (benefit)
resulting from the pro forma adjustments made to the unaudited condensed combined statement of operations and change in tax status, which
was calculated using an effective tax rate of 20.7%.
(qq) Net income/(loss) attributable to the non-controlling interest
was calculated by multiplying the non-controlling interest percentage of approximately 5.4% by net income/(loss), inclusive of the impacts
of all other adjustments.
(rr) Reflects shares issued as consideration for the Arkoma Acquisition
(see Note 2).
14
Note 4 — Pro Forma Net Income (Loss) per Share
Basic net income (loss) per share is computed on
the weighted average number of Class A shares outstanding during the period together with the shares issued as consideration in the Business
Combination, EQVR Acquisition and Arkoma Acquisition, assuming those shares were outstanding since January 1, 2025. As the Business Combination,
EQVR Acquisition and Arkoma Acquisition are being reflected as if they had occurred at the beginning of the period presented, the calculation
of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the
transactions have been outstanding for the entire period presented. Diluted net income (loss) per share is computed on the weighted average
number of shares of common stock plus the effect of dilutive potential common shares using the treasury stock method.
(in thousands, except share and per share amounts)
Six Months
Ended
June 30,
2026
Year Ended
December 31,
2025
Pro forma net income (loss) available to common shareholders (1)
$ (32,390 )
$ (25,668 )
Pro forma weighted average Class A common stock outstanding — basic and diluted (2)
28,714,165
28,700,647
Pro forma Class A net income (loss) per share, basic and diluted
$ (1.13 )
$ (0.89 )
(1) No allocation of undistributed losses to unvested RSUs is
reflected as the participating securities have no contractual obligation to share in losses.
(2) Inclusive of 937,500 Series A Preferred Investor Warrants
which considered outstanding shares of common stock as the shares are issuable for little or no consideration with no conditions that
must be met other than the passage of time, and excludes the Presidio Interests convertible into 1,676,830 shares of Presidio Class A
Common Stock which are EQV Holdings Units that represent the economic interests of the combined company held by the non-controlling interests.
The following potential shares of Presidio common
stock were excluded from the computation of pro forma diluted net income (loss) per share for the six months ended June 30, 2026 and the
year ended December 31, 2025:
Excluded Securities
Six Months Ended
June 30,
2026
Year Ended
December 31,
2025
EQV Public Warrant Holders (1)
11,666,637
11,666,637
Private Placement Warrant Holders (1)
220,832
220,832
Earn-out Shares (2)
1,851,161
1,851,161
Series B Convertible Preferred Stock (3)
2,717,300
2,717,300
Restricted Stock Units (3)
2,210,099
1,535,250
Total
18,666,029
17,991,180
(1) The Public and Private Placement Warrants are excluded as
they are not assumed to be exercised based on the exercise price.
(2) The Earn-Out Shares are considered contingently issuable
shares and are excluded as the specified conditions would not be satisfied if the end of the reporting period were the end of the contingency
period.
(3) The Series B Convertible Preferred Stock and unvested RSUs
are excluded as their inclusion is anti-dilutive.
15
Note 5 — Supplemental Pro Forma Oil and Natural Gas Reserve
Information
Pro forma combined estimated quantities of oil and gas reserves
The following tables present estimated pro forma
combined net proved developed and undeveloped oil and natural gas reserve information as of December 31, 2025, together with a summary
of changes in quantities of net remaining proved reserves during the year ended December 31, 2025. The historical information regarding
net proved oil and natural gas reserves attributable to PIH and EQVR are based on reserve estimates prepared by Cawley, Gillespie &
Associates, Inc., an independent petroleum engineering firm, as of December 31, 2025. The historical information regarding net proved
oil and natural gas reserves attributable to the Arkoma Acquired Properties are based on reserve estimates prepared by Pinnacle Energy
Services, LLC, an independent petroleum engineering firm, as of December 31, 2025.
This information is not necessarily indicative
of the results that might have occurred had the Business Combination, EQVR Acquisition and Arkoma Acquisition been completed on December
31, 2025 and is not intended to be a projection of future results.
Pro Forma Oil Reserves
Oil (MBbls)
PIH
Historical
EQVR
Historical
Presidio
Pro Forma
Arkoma
Acquired
Properties
Historical
Pro Forma
Combined
Balance at December 31, 2024
14,194
867
15,061
55
15,116
Revisions of previous estimates
(249 )
37
(212 )
7
(205 )
Extensions, discoveries and other additions
36
—
36
—
36
Production
(1,290 )
(91 )
(1,381 )
(8 )
(1,389 )
Purchase of reserves
—
—
—
—
—
Sale of reserves
(10 )
—
(10 )
—
(10 )
Balance at December 31, 2025
12,681
813
13,494
54
13,548
Proved Developed Reserves:
Balance at December 31, 2024
14,144
867
15,011
55
15,066
Balance at December 31, 2025
12,681
813
13,494
54
13,548
Proved Undeveloped Reserves:
Balance at December 31, 2024
50
—
50
—
50
Balance at December 31, 2025
—
—
—
—
—
Pro Forma Natural Gas Reserves
Natural gas (MMcf)
PIH
Historical
EQVR
Historical
Presidio
Pro Forma
Arkoma
Acquired
Properties
Historical
Pro Forma
Combined
Balance at December 31, 2024
301,701
42,003
343,704
83,415
427,119
Revisions of previous estimates
37,074
3,895
40,969
2,965
43,934
Extensions, discoveries and other additions
278
—
278
—
278
Production
(25,778
)
(4,377
)
(30,155
)
(6,185
)
(36,340
)
Purchase of reserves
—
—
—
—
—
Sale of reserves
(370
)
—
(370
)
—
(370
)
Balance at December 31, 2025
312,905
41,521
354,426
80,195
434,621
Proved Developed Reserves:
Balance at December 31, 2024
301,318
42,003
343,321
83,415
426,736
Balance at December 31, 2025
312,905
41,521
354,426
80,195
434,621
Proved Undeveloped Reserves:
Balance at December 31, 2024
383
—
383
—
383
Balance at December 31, 2025
—
—
—
—
—
16
Pro Forma Natural Gas Liquid Reserves
NGLs (MBbls)
PIH
Historical
EQVR
Historical
Presidio
Pro Forma
Arkoma
Acquired
Properties
Historical
Pro Forma
Combined
Balance at December 31, 2024
27,111
4,120
31,231
5,952
37,183
Revisions of previous estimates
91
(152 )
(61 )
313
252
Extensions, discoveries and other additions
6
—
6
—
6
Production
(2,093 )
(369 )
(2,462 )
(445 )
(2,907 )
Purchase of reserves
—
—
—
—
—
Sale of reserves
(44 )
—
(44 )
—
(44 )
Balance at December 31, 2025
25,071
3,599
28,670
5,820
34,490
Proved Developed Reserves:
Balance at December 31, 2024
27,111
4,120
31,231
5,952
37,183
Balance at December 31, 2025
25,071
3,599
28,670
5,820
34,490
Proved Undeveloped Reserves:
Balance at December 31, 2024
—
—
—
—
—
Balance at December 31, 2025
—
—
—
—
—
Pro Forma Total Reserves
Total (MBoe)
PIH
Historical
EQVR
Historical
Presidio
Pro Forma
Arkoma
Acquired
Properties
Historical
Pro Forma
Combined
Balance at December 31, 2024
91,589
11,987
103,576
19,910
123,486
Revisions of previous estimates
6,021
534
6,555
814
7,369
Extensions, discoveries and other additions
88
—
88
—
88
Production
(7,679 )
(1,190 )
(8,869 )
(1,484 )
(10,353 )
Purchase of reserves
—
—
—
—
—
Sale of reserves
(116 )
—
(116 )
—
(116 )
Balance at December 31, 2025
89,903
11,331
101,234
19,240
120,474
Proved Developed Reserves:
Balance at December 31, 2024
91,475
11,987
103,462
19,910
123,372
Balance at December 31, 2025
89,903
11,331
101,234
19,240
120,474
Proved Undeveloped Reserves:
Balance at December 31, 2024
114
—
114
—
114
Balance at December 31, 2025
—
—
—
—
—
Notable changes in proved reserves for the year
ended December 31, 2025 included the following:
● Extensions and Discoveries: In 2025, total extensions
and discoveries for PIH increased proved reserves by 88 MBoe. The primary driver was successful partner-operated activity within the
basin. The Arkoma Acquired Properties had no extensions or discoveries in 2025.
● Revisions of Previous Estimates: In 2025, revisions of
previous estimates for PIH resulted in a net increase of 6.0 MMBoe. Approximately 7.1 MMBoe of this change was attributable to higher
prices utilized for the year ended December 31, 2025. While year-end SEC pricing increased compared to December 31, 2024, revisions to
other economic assumptions, including forward pricing considerations, contributed to changes in the timing of certain workover activities.
These factors, together with updates to cost estimates, deduct modeling, and midstream election assumptions, resulted in an offsetting
decrease of approximately 1.1 MMBoe. Revisions of previous estimates for EQVR resulted in a net increase of 534 MBoe. Of this increase,
1,156 MBoe was attributable to higher SEC pricing, counteracted by other revisions resulting in a decrease of 622 MBoe. The Arkoma Acquired
Properties saw upward revisions of previous estimates based on increased pricing in 2025 resulting in approximately a net increase of
814 MBoe which was offset by the natural decline curve of the wells.
17
Pro forma combined discounted future net cash flows
The pro forma standardized measure related to proved
oil, gas and NGL reserves is summarized below. This summary is based on a valuation of proved reserves using discounted cash flows based
on SEC pricing applicable for each year, costs and economic conditions and a 10% discount rate. The additions to proved reserves from
new discoveries and extensions and the impact of changes in prices and costs associated with proved reserves could vary significantly
from year to year. Accordingly, the information presented below is not an estimate of fair value and should not be considered indicative
of any trends.
The pro forma standardized measure of discounted
future cash flows does not purport, nor should it be interpreted to present, estimates of the fair value of the properties. An estimate
of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated
future changes in prices and costs and a discount factor more representative of the time value of money and risks inherent in reserve
estimates.
The following summary sets forth the standardized
measure of future net cash flows relating to proved oil and gas reserves as of December 31, 2025:
(in thousands) — as of December 31, 2025
PIH
Historical
EQVR
Historical
Pro Forma
Adjust-
ments (2)
Presidio
Pro Forma
Arkoma Acquired
Properties
Historical
Pro Forma
Adjust-
ments (2)
Pro Forma
Combined
Future cash inflows
$ 2,385,532
$ 250,885
$ —
$ 2,636,417
$ 298,439
$ —
$ 2,934,856
Future production costs
(1,390,660 )
(132,921 )
—
(1,523,581 )
(60,054 )
—
(1,583,635 )
Future development costs
(135,812 )
(24,791 )
—
(160,603 )
(1,689 )
—
(162,292 )
Future net cash
flows before income tax
$ 859,060
$ 93,173
$ —
$ 952,233
$ 236,696
$ —
$ 1,188,929
Future income tax expense (1)
(3,871 )
—
(89,836 )
(93,707 )
—
(24,468 )
(118,175 )
Future net cash flows
$ 855,189
$ 93,173
$ (89,836 )
$ 858,526
$ 236,696
$ (24,468 )
$ 1,070,754
10% annual discount for estimated timing of cash flows
(341,090 )
(37,027 )
35,497
(342,620 )
(132,325 )
11,914
(463,031 )
Standardized measure of discounted future net cash flows
$ 514,099
$ 56,146
$ (54,339 )
$ 515,906
$ 104,371
$ (12,554 )
$ 607,723
(1) Historical future net cash flows do not include the effects
of income taxes on future revenues because it was a limited liability company not subject to entity-level income taxation as of December
31, 2025. Accordingly, no provision for federal or state corporate income taxes has been provided historically because taxable income
was passed through to the PIH, EQVR and Arkoma Acquired Properties equity members.
(2) The pro forma adjustments reflect the impact of the entity-level
income taxation that would have been applicable to the Company as of December 31, 2025, on an undiscounted and discounted basis, based
on an estimated 22.4% blended statutory U.S. federal and state tax rate.
Sources of change in pro forma combined discounted future net cash
flows
The principal changes in the pro forma consolidated
standardized measure of discounted future net cash flows relating to proved reserves for the year ended December 31, 2025, are as follows:
(in thousands) — year ended December 31, 2025
PIH
Historical
EQVR
Historical
Pro Forma
Adjust-
ments (1)
Presidio
Pro Forma
Arkoma Acquired Properties
Historical
Pro Forma
Adjust-
ments (1)
Pro Forma
Combined
Sales of oil and gas, net of production costs
(89,621 )
(8,978 )
—
(98,599 )
(18,298 )
—
(116,897 )
Net changes in prices and production costs
48,728
15,505
—
64,233
45,137
—
109,370
Changes in future development costs
235
—
—
235
(67 )
—
168
Extensions, discoveries and other additions
1,525
—
—
1,525
—
—
1,525
Development costs incurred during the period
261
—
—
261
—
—
261
Revisions of previous quantity estimates
36,872
3,595
—
40,467
4,767
—
45,234
Purchases of reserves-in-place
—
—
—
—
—
—
—
Sale of reserves-in-place
27
—
—
27
—
—
27
Accretion of discount
49,190
5,069
—
54,259
6,980
—
61,239
Net change in income taxes
(1,148 )
—
(54,339 )
(55,487 )
—
(12,554 )
(68,041 )
Changes in timing and other
(23,865 )
(9,737 )
—
(33,602 )
(3,947 )
—
(37,549 )
Net increase (decrease)
$ 22,204
$ 5,454
$ (54,339 )
$ (26,681 )
$ 34,572
$ (12,554 )
$ (4,663 )
Beginning of year
491,895
50,692
—
542,587
69,799
—
612,386
End of year
$ 514,099
$ 56,146
$ (54,339 )
$ 515,906
$ 104,371
$ (12,554 )
$ 607,723
(1) The pro forma adjustments reflect the impact of the entity-level
income taxation that would have been applicable to the Company as of December 31, 2025, on an undiscounted and discounted basis, based
on an estimated 22.4% blended statutory U.S. federal and state tax rate.
18
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v3.26.3
Cover
Jul. 01, 2026
Document Type
8-K/A
Amendment Flag
true
Amendment Description
This Amendment No. 1 on Form 8-K/A (this “Amendment”)
of Presidio Production Company (the “Company” or “Presidio”) amends and supplements the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2026 (the
“Initial Form 8-K”), which reported that, on July 1, 2026, the Company completed its previously announced acquisition of
certain oil and gas properties and related assets located in the Arkoma Basin in the State of Oklahoma (the “Arkoma Acquired
Properties”) from Canyon Creek Energy – Arkoma, LLC (“Canyon Creek”), Alchemist Energy LeaseCo, LP
(“Alchemist”), Pivotal Arkoma Basin II, LLC (“Pivotal”), East Dennis Oil Company, LLC, Harvard Petroleum
Company, LLC, and FBF Energy, LLC and, together with the completion of the acquisition from Harbor Island, LLC (collectively, the
“Seller Parties”), which closed on July 21, 2026, pursuant to the Purchase and Sale Agreements (the “PSAs”),
dated as of May 7, 2026, described in the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2026 and, in the
case of the PSAs with Canyon Creek, Alchemist and Pivotal, filed as Exhibits 10.1 through 10.3 to the Initial Form 8-K
(collectively, the “Arkoma Acquisition”).
This Amendment is being filed solely to provide the financial statements and
pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were not included in the Initial Form 8-K.
The Initial Form 8-K stated that such financial statements and pro forma financial information would be filed by amendment to the
Initial Form 8-K no later than 71 calendar days after the date on which the Initial Form 8-K was required to be filed. Except as set
forth herein, this Amendment does not amend, modify or update any other disclosures contained in the Initial Form 8-K. This
Amendment should be read in conjunction with the Initial Form 8-K.
Document Period End Date
Jul. 01, 2026
Entity File Number
001-43179
Entity Registrant Name
PRESIDIO PRODUCTION COMPANY
Entity Central Index Key
0002083125
Entity Tax Identification Number
39-3528250
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
500 W. 7th Street
Entity Address, Address Line Two
Suite 1500
Entity Address, City or Town
Fort Worth
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
76102
City Area Code
817
Local Phone Number
382-3664
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security
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Trading Symbol
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Security Exchange Name
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Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol
FTW WS
Security Exchange Name
NYSE
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