Presidio's $82.3M Arkoma buy adds $104M future cash flow
Presidio adds detailed historical and pro forma financials for its $82 million Arkoma Basin acquisition, showing added reserves but continued pro forma net losses.
Rhea-AI Filing Summary
Presidio Production Company (FTW) filed an amended report to add historical and pro forma financial information for its Arkoma Basin acquisition in Oklahoma. The Arkoma assets were acquired on July 1 and July 21, 2026 for total cost of $82.3 million, including $53.1 million in cash and 1,962,240 Class A shares valued at $24.0 million, plus $5.3 million of capitalized transaction costs.
For 2025, the Arkoma properties generated $28.4 million in revenues and $18.3 million excess of revenues over direct operating expenses; for the six months ended June 30 2026 they produced $13.3 million in revenues and $8.5 million excess. Proved reserves as of December 31 2025 totaled 19,240 MBoe with a standardized discounted future net cash flow measure of $104.4 million.
Pro forma as of June 30 2026, Presidio shows total assets of $938.3 million, including $88.7 million of Arkoma oil and gas properties, funded in part by a $55.0 million draw on a new $1.0 billion warehouse credit facility. Pro forma net loss available to common shareholders was $32.4 million for the six months ended June 30 2026 and $25.7 million for 2025, or $(1.13) and $(0.89) per share, respectively.
Positive
- Arkoma assets add $104.4 million Standardized Measure of discounted future net cash flows and 19,240 MBoe of proved reserves as of December 31 2025, expanding Presidio’s long‑lived gas‑weighted resource base.
- Strong cash margins on Arkoma properties, with 2025 excess of revenues over direct operating expenses of $18.3 million on $28.4 million revenues, and $8.5 million on $13.3 million revenues for the first half of 2026.
- Acquisition financed with a mix of $53.1 million cash, equity and a new $1.0 billion warehouse facility, diversifying funding sources and preserving additional borrowing capacity.
Negative
- Pro forma net loss available to common shareholders is $(32.4) million for the six months ended June 30 2026 and $(25.7) million for 2025, indicating the combined business is loss‑making on this basis.
- Arkoma acquisition increases leverage, including a $55.0 million warehouse facility draw and $54.4 million of related debt on the pro forma balance sheet.
- Arkoma properties show significant customer concentration: a single purchaser accounted for about 94% of 2025 revenues and 92% for the first half of 2026, increasing counterparty risk.
- All Arkoma assets are located in the Arkoma Basin in Oklahoma, creating geographic concentration risk tied to regional prices and infrastructure availability.
Filing Explained
The amendment adds required acquisition reporting, but its abbreviated historical schedules and preliminary pro forma figures are not forecasts or complete profitability measures.
Presidio filed this amendment after completing the Arkoma acquisition to add the required acquired-property financial statements and pro forma information; it does not change the previously disclosed transaction.
The acquired-property statements are limited historical revenue and direct operating expense schedules, not complete financial statements: they omit items including depletion, depreciation, general and administrative costs, interest and income taxes, so the reported operating surplus is not a standalone measure of profitability.
The pro forma figures present the acquisition and other specified transactions as though they occurred on earlier dates, using stated assumptions for informational purposes; the filing says they are not necessarily indicative of the company’s actual or future financial position or results.
The acquisition accounting remains preliminary: the final allocation among acquired assets and assumed liabilities may differ from the pro forma amounts.
8-K Event Classification
Key Figures
Key Terms
Standardized Measure financial
proved reserves financial
direct operating expenses financial
asset retirement obligations financial
Up-C structure financial
Series A Perpetual Preferred Stock financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did Presidio Production (FTW) pay for the Arkoma Basin acquisition?
What revenues did the Arkoma properties contribute before being acquired by FTW?
What reserves did FTW acquire with the Arkoma properties?
How was the Arkoma acquisition financed, and what facilities support FTW?
What is the Standardized Measure for FTW’s Arkoma reserves?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 | ||
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 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
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
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.
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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).
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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.
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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 | ||
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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. |
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| (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). |
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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. |
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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 | — | — | — | — | — | |||||||||||||||
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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. |
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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. |
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