Form 8-K

8-K — Prairie Operating Co.

Accession: 0001140361-26-033259

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001162896

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20079578_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20079578_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20079578_8k.htm · Sequence: 1

false0001162896NASDAQ00011628962026-08-172026-08-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2026

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

Delaware

001-41895

98-0357690

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

55 Waugh Drive

Suite 400

Houston, TX

77007

(Address of principal executive offices)

(Zip Code)

(713) 716-1200

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

PROP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 17, 2026, Prairie Operating Co. announced its financial results for the quarter ended June 30, 2026 by issuing a press release. The full text

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

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

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

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release dated August 17, 2026 Entitled “Prairie Operating Co.

Announces Second Quarter 2026 Results.”

104

Cover Page Interactive Date File-formatted as Inline XBRL.

SIGNATURES

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

duly authorized.

PRAIRIE OPERATING CO.

By:

/s/ Gregory S. Patton

Name:

Gregory S. Patton

Title:

Executive Vice President & Chief Executive Officer

Date: August 17, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079578_ex99-1.htm · Sequence: 2

Exhibit 99.1

Prairie Operating Co. Announces Second Quarter 2026 Results

Houston, Texas, August 17, 2026 (GLOBE NEWSWIRE) — Prairie

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

Basin – today announced its financial and operational results for the quarter ended June 30, 2026.

Second Quarter 2026 Results Summary

•

Produced 2.0 MMBoe, or approximately 21,866 Boe/d, with 72% liquids (50% oil).

•

Revenue of $98.9 million, an increase of approximately 45% year-over-year.

•

Reported net income attributable to Prairie Operating Co. common stockholders of $193.8 million, or $1.75 basic earnings per share and $0.23

diluted earnings per share.

•

Generated Adjusted EBITDA(1) of $34.0 million.

•

Capital expenditures of $98.5 million.

•

Net cash provided by operating activities of $52.0 million.

Key Highlights for Year-to-Date 2026

•

Total production of 4.1 MMBoe, or approximately 22,500 Boe/d, with 72% liquids (49% oil).

•

Daily production of approximately 27,000 Boe/d throughout the month of August.

•

Total revenue of $182.3 million, an increase of 125% year-over-year.

•

Adjusted EBITDA(1) of $71.1 million, an increase of 65% year-over-year.

•

Continued execution with recently drilled wells coming in below AFE.

•

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

•

Executed partial refinancing of the Series F Preferred Stock in April, reducing outstanding balance and significantly lowering warrant-related dilution, while extending the Anniversary warrant date to August 31, 2026.

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

this press release.

Greg Patton, Chief Executive Officer, commented:

“Prairie delivered strong operational progress during the second quarter and throughout the first half of 2026. Our team continued to improve

drilling performance, execute within budget and advance our development program across multiple pads in the DJ Basin, despite a planned pause in activity related to seasonal operating restrictions. We also achieved several important technical

milestones, including successfully drilling our first three-mile lateral and testing a new wellbore design that demonstrated meaningful cost savings without changing the completion or production configuration.”

“These achievements reflect the continued improvement of our operating capabilities. As we move into the second half of the year, we remain focused on

safe and consistent execution, applying proven efficiencies across our development program and allocating capital to the opportunities that generate the strongest returns. We believe this disciplined approach will support sustainable production

growth, improved capital efficiency and long-term value creation for our shareholders.”

Michael Shelly, Executive Vice President and Chief Financial Officer, added:

“Prairie continued to strengthen its financial position and generated meaningful operating cash flow while continuing to fund an active capital

program, expanded our commodity hedge portfolio to provide greater visibility and coverage of our future cash flows and made important progress simplifying our capital structure and reducing potential shareholder dilution.”

“As we move through the remainder of the year, our financial priorities remain centered on disciplined capital allocation, building liquidity and

strengthening the balance sheet. We will continue to align capital spending with operating performance, pursue opportunities to enhance financial flexibility and support the Company’s development program in a manner designed to generate sustainable

free cash flow through a range of commodity-price environments.”

Erik Thoresen, Chairman of the Board, concluded:

“During the second quarter, Prairie took several important steps to strengthen its leadership, governance and financial position. We

added key members to the management team and reinvigorated the Board by welcoming a new director whose experience and perspectives will enhance our oversight and strategic decision-making.”

“These actions reflect the Board’s commitment to a strong alignment with management and shareholders. Together, we remain focused on disciplined execution,

prudent capital allocation and continued cost improvement, all with the objective of creating sustainable, long-term shareholder value.”

Operations Update

Prairie maintained strong drilling execution during the second quarter of 2026, drilling 12 wells, including two Codell and ten Niobrara wells. Eight of

the 12 wells were drilled in a single run, and all wells were completed below AFE. The wells consisted of two-and three-mile laterals and averaged approximately 19,100 feet in measured depth, with an average rate of penetration of 390 feet per hour

and an average spud-to-rig-release time of 6.65 days.

During the quarter, Prairie successfully drilled its first three-mile lateral, a Niobrara B well, in a single run and completed drilling operations at

the Burnett Pad. Drilling operations at the Castor pad were subsequently completed during the first month of the third quarter. Second-quarter drilling activity included a planned pause between the Opal Coalbank and Burnett pads to accommodate

seasonal restrictions associated with Colorado Parks and Wildlife.

On the Castor pad, Prairie completed two successful trials utilizing a 7-7/8-inch hole design, compared with the Company’s standard 8-1/2-inch design.

The trials generated realized savings and utilized the same 5-1/2-inch production casing. As such, it does not alter the delivered well configuration for completion or production purposes. Based on these results, Prairie plans to deploy the smaller

hole design across a significant portion of its upcoming Niobrara development program.

Year to date, Prairie has drilled 27 wells, including six Codell and 21 Niobrara wells, with 19 wells drilled in a single run. On average, the wells were

delivered below AFE. Year-to-date wells averaged approximately 18,700 feet in measured depth, an average rate of penetration of 377 feet per hour and an average spud-to-rig-release time of 6.2 days. Prairie has completed drilling operations at the

Elder, Opal Coalbank, Burnett and Castor pads during 2026.

Second Quarter 2026 Results

Key Financial Highlights

(In thousands, except per share amounts)

Three Months Ended June 30, 2026

Total revenues

98,859

Net income attributable to Prairie Operating Co. common stockholders

193,794

Earnings per share – basic

1.75

Earnings per share – diluted

0.23

Adjusted EBITDA

34,010

Capital expenditures (1)

98,489

(1)

Excludes $12.4 million of capital costs included in accounts payable and accrued expenses as of June 30, 2026.

Revenue and Production

Revenue for the second quarter of 2026 was $98.9 million, including $93.5 million related to oil. Production for the second quarter of 2026 totaled

1,990 MBoe, or 21,866 Boe/d, and was comprised of approximately 50% oil and 72% liquids.

Three Months Ended June 30, 2026

Revenues (in thousands)

Oil revenue

93,458

Natural gas revenue (1)

(4,292

)

NGL revenue

9,693

Total revenues

98,859

Production:

Oil (MBbls)

992

Natural gas (MMcf)

3,299

NGL (MBbls)

448

Total production (MBoe) (2)

1,990

Average sales volumes per day (Boe/d)

21,866

Average realized price (excluding effects of derivatives):

Oil (per Bbl)

94.21

Natural gas (per Mcf) (1)

(1.30

)

NGL (per Bbl)

21.64

Average realized price (per Boe)

49.68

Average sales price (including effects of derivatives):

Oil (per Bbl)

59.79

Natural gas (per Mcf) (1)

(0.20

)

NGL (per Bbl)

16.72

Average price (per Boe)

33.25

Average NYMEX prices:

WTI (per Bbl)

84.29

Henry Hub (per MBtu)

3.81

(1)

For the three months ended June 30, 2026, we realized negative natural gas revenue and average realized prices (excluding and including

the effects of derivatives) due to lower gross sales, driven by decreased pricing during the quarter, compared to gathering and processing fees.

(2)

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

Operating Costs

For the second quarter of 2026, lease operating expenses were $13.6 million, or $6.85 per Boe; transportation and processing expenses were $2.4

million, or $1.22 per Boe; ad valorem and production taxes were $8.0 million, or $4.01 per Boe; and general and administrative expenses were $12.0 million, or $6.01 per Boe.

(In thousands, except per Boe amounts)

Three Months Ended June 30, 2026

Lease operating expenses

13,628

Lease operating expenses per Boe

6.85

Gathering, transportation, and processing

2,426

Gathering, transportation, and processing per Boe

1.22

Ad valorem and production taxes

7,983

Ad valorem and production taxes per Boe

4.01

General and administrative expenses(1)

11,952

General and administrative expenses per Boe

6.01

(1)

General and administrative expenses for the three months ended June 30, 2026, includes non-cash stock-based compensation of $3.3 million, or $1.66 per Boe, and

non-recurring litigation and severance settlement expenses of $0.8 million, or $0.41 per Boe.

Liquidity and Capital Resources

As of June 30, 2026, we had a working capital deficit of approximately $125.5 million and availability of $39.0 million under the reserve-based credit agreement with

Citibank, N.A. (the “Credit Facility”). As of June 30, 2026, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

During the six months ended June 30, 2026, our cash expenditures for the development of oil and natural gas properties totaled $132.6 million, with an additional $12.4

million incurred in accounts payable and accrued expenses.

On August 14, 2026, we entered into an amendment to our Credit Facility agreement which, among other things, modifies the Current

Ratio covenant requirements for the quarters ended June 30, 2026 through December 31, 2026. Additionally, the amendment includes a new covenant which requires our net monthly production to not fall below an average number specified in the

agreement, which will be measured on a rolling three-month average, beginning September 30, 2026. After giving effect to the amendment, we are in compliance with all covenants under the Credit Facility as of June 30, 2026.

Adjusting 2026 Guidance

Prairie adjusts full-year guidance for 2026 as follows:

•

Average Daily Production: 23,000 – 25,000 Boe/d.

•

Capital Expenditures: $185.0 million – $195.0 million.

•

Adjusted EBITDA(1): $180.0 million – $190.0 million.

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

this press release.

Commodity Hedges

As of June 30, 2026, we had the following outstanding crude oil and natural gas derivative contracts in place, which settle monthly and are indexed to

NYMEX West Texas Intermediate, NYMEX Henry Hub, and Mont Belvieu OPIS, respectively:

Settling

July 1, 2026

through

December 31,

2026

Settling

January 1,

2027

through

December 31,

2027

Settling

January 1,

2028

through

December 31,

2028

Settling

January 1,

2029

through

December 31,

2029

Crude Oil Swaps:

Notional volume (Bbls)

2,651,848

4,662,503

2,862,307

210,000

Weighted average price ($/Bbl)

63.09

62.51

62.17

61.57

Natural Gas Swaps:

Notional volume (MMBtus)

7,584,322

14,082,126

5,606,357

400,000

Weighted average price ($/MMBtu)

4.08

4.02

4.11

Ethane Swaps:

Notional volume (Bbls)

215,747

400,675

220,109

—

Weighted average price ($/Bbl)

11.22

10.70

9.96

—

Propane Swaps:

Notional volume (Bbls)

293,113

522,684

199,160

—

Weighted average price ($/Bbl)

28.69

26.85

25.93

—

Iso Butane Swaps:

Notional volume (Bbls)

41,114

74,572

35,088

—

Weighted average price ($/Bbl)

35.41

31.77

30.77

—

Normal Butane Swaps:

Notional volume (Bbls)

103,276

184,140

74,903

—

Weighted average price ($/Bbl)

35.81

31.95

30.36

—

Pentane Plus Swaps:

Notional volume (Bbls)

86,958

160,242

78,806

—

Weighted average price ($/Bbl)

55.12

53.31

52.81

—

Non-GAAP Financial Measures

This press release contains Adjusted EBITDA which is a financial measure not presented in accordance with U.S. GAAP. Adjusted EBITDA is used by

management to evaluate the performance of our business, make operational decisions, and assess our ability to generate cashflows. Management believes Adjusted EBITDA provides investors with helpful information to better understand the underlying

performance trends of our business, facilitate period-to-period comparisons, and assess the company’s operating results.

Adjusted EBITDA is derived from net income (loss) attributable to Prairie Operating Co. and is adjusted for depreciation, depletion, and amortization, abandonment and

impairment of unproved properties, non-cash stock-based compensation, interest expense, net, unrealized (gain) loss on derivatives, non-cash (gain) loss on adjustment to fair value – financial instrument liabilities, litigation and severance

settlement expense, and income tax expense (benefit), all as applicable. We adjust net income (loss) attributable to Prairie Operating Co. for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially between

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

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

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

The following table presents the reconciliation of Net income (loss) attributable to Prairie Operating Co. to Adjusted EBITDA for the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025(1)

(In thousands)

Net income (loss) attributable to Prairie Operating Co.

109,017

35,683

(43,656

)

33,066

Adjustments:

Depreciation, depletion, and amortization

17,075

12,265

32,919

14,386

Abandonment and impairment of unproved properties (2)

196

—

608

—

Non-cash stock-based compensation

3,307

2,419

9,040

3,786

Interest expense, net

9,805

9,030

17,935

10,336

Unrealized (gain) loss on derivatives

(77,779

)

(23,206

)

85,104

(23,090

)

Non-cash (gain) loss on adjustment to fair value – financial instrument liabilities (3)

(48,233

)

2,373

(16,382

)

4,537

Litigation and severance settlement expense

808

—

4,154

—

Income tax expense (benefit) (4)

19,814

—

(18,580

)

—

Adjusted EBITDA

34,010

38,564

71,142

43,021

(1)

Net income attributable to Prairie Operating Co. for the six months ended June 30, 2025 includes revenue and related expenses attributable

to the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the Bayswater Acquisition, through June 30, 2025.

(2)

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

(3)

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

(4)

Reflects the deferred income tax expense and benefit recognized for the three and six months ended June 30, 2026, respectively.

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

Full-year 2026 Guidance Range

(In thousands)

Net income attributable to Prairie Operating Co.

18,000

28,000

Adjustments:

Depreciation, depletion, and amortization

52,000

Non-cash stock-based compensation

18,000

Interest expense, net

36,000

33,000

Unrealized loss on derivatives

(60,000

)

(60,000

)

Non-cash loss on adjustment to fair value – financial instrument liabilities(1)

96,000

Income tax expense (2)

20,000

23,000

Adjusted EBITDA

180,000

190,000

(1)

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

(2)

Reflects deferred income tax expense.

Cautionary Statement about Forward-Looking Statements

The information included in this press release and in any oral statements made in connection herewith include “forward-looking statements” within the

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

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

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

When used in this press release, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may identify

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

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

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

These risks are not exhaustive. Other sections of this press release could include additional factors that could adversely affect our business and

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

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

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

projected in these forward-looking statements. Accordingly, forward-looking statements in this press release should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any

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

All forward-looking statements expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement.

Regulation FD Disclosure

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

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

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

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

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

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

About Prairie Operating Co.

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

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

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

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

Investor Relations Contact:

Wobbe Ploegsma

info@prairieopco.com

720-716-5415

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share amounts)

June 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

Oil, natural gas, and NGL accrued revenue

28,737

22,728

Joint interest and other receivables

7,234

23,106

Derivative assets, net

—

28,812

Inventory

4,220

3,604

Prepaid expenses and other current assets

1,689

1,452

Total current assets

41,901

79,722

Property and equipment:

Oil and natural gas properties, successful efforts method of accounting including $101,499 and $57,897 excluded from depletable base as of June 30, 2026

and December 31, 2025, respectively

1,007,985

852,732

Other property and equipment

21,604

21,067

Less: Accumulated depreciation, depletion, and amortization

(82,098

)

(49,343

)

Total property and equipment, net

947,491

824,456

Derivative assets, net

—

24,627

Debt issuance costs, net

12,688

12,642

Operating lease assets

2,966

Other non–current assets

167

133

Total assets

1,005,213

944,546

Liabilities, Mezzanine Equity, and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

92,729

62,792

Oil, natural gas, and NGL revenue payable

21,115

30,300

Ad valorem and production taxes payable

35,074

31,385

Derivative liabilities, net

16,954

—

Operating lease liabilities

1,543

1,300

Total current liabilities

167,415

125,777

Long–term liabilities:

Credit facility

436,000

366,000

Subordinated note – related party

1,458

Series F convertible preferred stock embedded derivatives, at fair value

12,262

15,853

Series F convertible preferred stock warrants, at fair value

9,492

90,134

Incremental share right liability, at fair value

15,264

—

Derivative liabilities, net

14,711

—

Oil, natural gas, and NGL revenue payable

39,582

27,402

Ad valorem and production taxes payable

33,411

22,751

Deferred tax liability

3,072

21,652

Asset retirement obligation

3,781

4,019

Operating lease liabilities

1,544

1,792

Other long-term liabilities

1,026

1,398

Total long–term liabilities

571,603

552,459

Total liabilities

739,018

678,236

Commitments and contingencies

Mezzanine equity:

Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 78,000 and 121,050 shares issued and outstanding as of June 30,

2026 and December 31, 2025, respectively

43,224

136,146

Stockholders’ equity:

Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 44 and 5,982 shares issued and outstanding as of June 30, 2026 and

December 31, 2025, respectively

—

Common stock; $0.01 par value; 500,000,000 shares authorized, and 105,828,010 and 62,499,375 shares issued and outstanding as of June 30, 2026 and December

31, 2025, respectively

1,060

625

Treasury stock, at cost; 715,955 and 111,357 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

(1,778

)

(531

)

Additional paid–in capital

355,060

217,785

Accumulated deficit

(131,371

)

(87,715

)

Total stockholders’ equity

222,971

130,164

Total liabilities, mezzanine equity, and stockholders’ equity

1,005,213

944,546

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except share amounts)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues:

Crude oil, natural gas, and NGL revenues

98,859

68,100

182,276

80,915

Operating expenses:

Lease operating expenses

13,628

11,348

28,469

13,361

Transportation and processing expenses

2,426

2,234

4,922

2,367

Ad valorem and production taxes

7,983

6,416

14,775

7,374

Depreciation, depletion, and amortization

17,075

12,265

32,919

14,386

Exploration expenses

243

458

541

745

Abandonment and impairment of unproved properties

196

—

608

—

General and administrative expenses

11,952

16,443

28,838

21,995

Total operating expenses

53,503

49,164

111,072

60,228

Other income (expenses):

Interest expense

(10,033

)

(9,124

)

(18,230

)

(10,502

)

Gain (loss) on derivatives, net

45,079

28,150

(131,981

)

27,252

Gain (loss) on adjustment to fair value – financial instrument liabilities

48,233

(2,373

)

16,382

(4,537

)

Interest income and other

196

389

166

Total other income (expenses)

83,475

16,747

(133,440

)

12,379

Income (loss) from operations before income taxes

128,831

35,683

(62,236

)

33,066

Income tax (expense) benefit

(19,814

)

—

18,580

—

Net income (loss) attributable to Prairie Operating Co.

109,017

35,683

(43,656

)

33,066

Series F preferred stock declared dividends

(2,598

)

(3,289

)

(6,268

)

(3,289

)

Series F preferred stock undeclared dividends

186

(1,402

)

(780

)

(1,647

)

Remeasurement of Series F preferred stock

87,189

17,511

70,101

(73,101

)

Net income (loss) attributable to Prairie Operating Co. common stockholders

193,794

48,503

19,397

(44,971

)

Earnings (loss) per common share

Basic earnings (loss) per share

1.75

1.04

0.21

(1.27

)

Diluted earnings (loss) per share

0.23

0.18

(0.41

)

(1.27

)

Weighted average common shares outstanding

Basic

107,141,123

44,063,281

87,711,102

35,477,691

Diluted

185,590,890

198,365,207

183,000,521

35,477,691

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net (loss) income attributable to Prairie Operating Co.

(43,656

)

33,066

Adjustments to reconcile net (loss) income attributable to Prairie Operating Co. to net cash provided by

operating activities

Depreciation, depletion, and amortization

32,919

14,386

Abandonment and impairment of unproved properties

608

—

Stock–based compensation

9,040

3,722

Unrealized loss (gain) on derivatives

85,104

(23,090

)

(Gain) loss on adjustment to fair value – financial instrument liabilities

(16,382

)

4,537

Deferred income taxes

(18,580

)

—

Amortization of deferred financing costs

1,899

2,940

Changes in operating assets and liabilities:

Oil, natural gas, and NGL accrued revenue

(6,010

)

(43,699

)

Joint interest and other receivables

15,872

1,152

Inventory, prepaid expenses, and other current assets

(531

)

(3,461

)

Accounts payable, accrued expenses, and other current liabilities

16,630

16,175

Revenue, ad valorem, and production taxes payable

17,343

3,994

Net cash provided by operating activities

94,256

9,722

Cash flows from investing activities:

Development of oil and natural gas properties

(132,563

)

(53,973

)

Other asset and leasehold purchases

(11,336

)

(950

)

Cash paid for Bayswater asset purchase, net of cash received

—

(467,461

)

Cash received from payment on note receivable

—

Net cash used in investing activities

(143,899

)

(522,289

)

Cash flows from financing activities:

Borrowings on the Credit Facility

134,000

359,000

Repayments on the Credit Facility

(64,000

)

—

Debt issuance costs associated with the Credit Facility

(1,945

)

(15,670

)

Proceeds from the issuance of Common Stock

1,841

43,817

Financing costs associated with the issuance of Common Stock

(46

)

(3,311

)

Proceeds from the issuance of Series F Preferred Stock

—

148,250

Financing costs associated with the issuance of Series F Preferred Stock

—

(11,059

)

Redemption of Series F Preferred Stock

(18,999

)

—

Payments of the Subordinated Note – related party

—

(3,214

)

Proceeds from option exercises

633

Treasury stock repurchased

(1,247

)

(418

)

Net cash provided by financing activities

49,644

518,028

Net increase in cash and cash equivalents

5,461

Cash and cash equivalents, beginning of the period

5,192

Cash and cash equivalents, end of the period

10,653

Supplemental Disclosures of Cash Flow Information

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

Six Months Ended June 30,

2026

2025

(In thousands)

Non–cash investing activities:

Increase in capital expenditure accrued liabilities and accounts payable

12,441

15,692

Non–cash financing activities:

Common Stock issued upon conversion of Series F Preferred Stock

45,858

4,772

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

6,014

3,289

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

—

16,000

Common Stock issuance costs included in accrued liabilities

—

292

Bayswater transaction costs included in accrued liabilities

—

6,035

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

381

1,113

Common Stock issued upon conversion of Series D Preferred Stock

8,475

Common Stock issued upon option exercise

—

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

—

18,164

(1)

The Company elected to issue shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) for the Series F Preferred Stock dividends payable on

June 1, 2025, March 1, 2026, and June 1, 2026.

(2)

The Company issued approximately 3.7 million shares of Common Stock to Bayswater Resources, LLC, Bayswater Fund III–A, LLC, Bayswater

Fund III–B, LLC, Bayswater Fund IV–A, LP, Bayswater Fund IV–B, LP, Bayswater Fund IV–Annex, LP, and Bayswater Exploration & Production, LLC (collectively, “Bayswater”) as part of the Bayswater acquisition.

(3)

During the six months ended June 30, 2025, YA II PN, LTD. converted the remaining $11.3 million of the initial $15.0 million convertible promissory note in

exchange for 2.1 million shares of Common Stock.

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