Prairie Operating Co. filings document an independent energy company focused on oil, natural gas and natural gas liquids resources in the Denver-Julesburg Basin. Recent Form 8-K reports cover operating and financial results, material agreements, capital-structure changes, and governance events.
The company’s regulatory disclosures include definitive proxy materials for director elections, auditor ratification and shareholder voting matters. Other filings describe Series F Convertible Preferred Stock, common-stock warrants, repurchase and amendment agreements, board resignations, interim leadership appointments, separation arrangements and related exhibit filings.
Prairie Operating Co. director Richard N. Frommer purchased 28,000 common shares on September 3, 2026, at a weighted average price of $0.4500 per share. The shares were purchased at multiple prices ranging from $0.4492 to $0.4585, inclusive. He directly held 333,372 shares after the purchase. No Rule 10b5-1 plan is reported.
On October 1, 2026, Bryan Freeman, EVP of Operations at Prairie Operating Co. (PROP), received 1,440,000 restricted stock units and 960,000 performance units as awards. Each restricted stock unit represents a contingent right to one common share; the units vest in three annual installments beginning March 26, 2027.
Each performance unit represents a contingent right to one common share. Between 50% and 200% of the target award is eligible to vest during the performance period from January 1, 2026, through December 31, 2028, based on continued employment and relative total shareholder return compared with the Performance Peer Group. Freeman's reported post-transaction position was 2,062,013 common shares and 960,000 performance units.
Prairie Operating Co. EVP, GC and Corp. Sec. Daniel T. Sweeney received 1,500,000 RSUs and 1,000,000 performance units on October 1, 2026. His reported direct Common Stock position after the RSU award was 2,066,534 shares; his performance-unit position was 1,000,000 units. The RSUs vest ratably in three annual installments beginning March 26, 2027. From January 1, 2026, through December 31, 2028, 50% to 200% of the performance-unit target is eligible to vest based on continued employment and Prairie Operating Co.'s relative total shareholder return versus the Performance Peer Group.
Prairie Operating Co. (PROP) reported entering into a letter agreement with Hudson Bay PH XIX LLC (“High Trail”) on August 30, 2026 concerning its Series F Convertible Preferred Stock arrangements. The parties agreed to amend the existing Securities Purchase Agreement to move the “Anniversary Warrant Issuance Date” from August 31, 2026 to December 1, 2026 and to update related date references in the form of Anniversary Warrant.
The new letter agreement also amends a prior letter between the parties by extending to December 1, 2026 the potential issuance date of a warrant to High Trail to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share, if the Anniversary Warrants are not issued on that date. This maintains High Trail’s contingent warrant rights while shifting the key trigger date.
Prairie Operating Co. entered into a Third Amendment to its Amended and Restated Credit Agreement with Citibank and other lenders, effective June 30, 2026. The amendment temporarily lowers the required Current Ratio from 1.00 to 1.00 to 0.50 to 1.00 for the quarter ending June 30, 2026, 0.40 to 1.00 for the quarter ending September 30, 2026, and 0.60 to 1.00 for the quarter ending December 31, 2026. It also adds a new covenant requiring Prairie to meet or exceed specified minimum hydrocarbon production thresholds, measured over rolling three‑month periods and first tested as of August 31, 2026.
Prairie also entered into a Letter Agreement with Hudson Bay PH XIX LLC (High Trail) relating to its Series F Convertible Preferred Stock. This changes the “Anniversary Warrant Issuance Date” to August 31, 2026, aligns related warrant references to that date, and extends to August 31, 2026 the potential issuance date of a warrant to High Trail to purchase 3,000,000 common shares at an exercise price of $0.01 per share. The Letter Agreement provides a limited waiver of the Current Ratio requirement under the Series F Certificate of Designation until 11:59 p.m. New York City time on December 31, 2026, conditioned on Prairie maintaining the same reduced ratio levels used in the amended credit agreement for each applicable fiscal quarter.
Prairie Operating Co. reported strong second-quarter 2026 results, with total revenues of $98.9 million, driven by $93.5 million of oil revenue. Net income attributable to common stockholders was $193.8 million, or $1.75 basic EPS and $0.23 diluted EPS, while Adjusted EBITDA was $34.0 million.
Production totaled 1,990 MBoe (21,866 Boe/d), approximately 50% oil and 72% liquids, reflecting improved drilling efficiency and wells delivered below AFE. Operating costs were $6.85 per Boe in lease operating expenses and $6.01 per Boe in G&A. The company remains active in the DJ Basin, drilling 12 wells in the quarter and 27 year-to-date.
Liquidity remains tight with a $125.5 million working capital deficit as of June 30, 2026, and $39.0 million available under a $475.0 million borrowing base credit facility, of which $436.0 million was drawn. Full-year 2026 guidance calls for net income of $18–28 million and Adjusted EBITDA of $180–190 million, supported by extensive crude oil, natural gas, and NGL hedges through 2029.
Prairie Operating Co. reported strong growth for the three and six months ended June 30, 2026, driven by expanded DJ Basin oil and gas operations. Crude oil, natural gas and NGL revenues were $98.9 million in the quarter and $182.3 million year‑to‑date, compared with $68.1 million and $80.9 million in 2025.
Quarterly net income attributable to the company was $109.0 million, while year‑to‑date results showed a net loss of $43.7 million, largely reflecting a $132.0 million loss on derivatives for the first half, partly offset by $16.4 million of gains from fair‑value adjustments on financial instrument liabilities. Net income attributable to common stockholders was $193.8 million for the quarter and $19.4 million year‑to‑date.
Operating cash flow for the first half of 2026 increased to $94.3 million from $9.7 million a year earlier, funding significant development spending of $132.6 million. Total assets were $1.01 billion, supported by $927.2 million of oil and gas properties, while borrowings under the reserve‑based credit facility rose to $436.0 million against a $475.0 million borrowing base. The company also restructured and partially redeemed its Series F preferred stock, reducing mezzanine equity to $43.2 million and recording sizable remeasurement impacts that boosted earnings available to common.
Prairie Operating Co. entered into a letter agreement with Hudson Bay PH XIX LLC to adjust timing provisions in existing financing arrangements. The agreement changes the “Anniversary Warrant Issuance Date” in a prior Securities Purchase Agreement from August 7, 2026 to August 14, 2026, and updates related warrant form footnotes to reflect the new date. It also extends the potential issuance date of a warrant to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share, so that this “Second Penny Warrant” would be issued to Hudson Bay PH XIX LLC if, on August 14, 2026, the Anniversary Warrants described in the company’s Series F Convertible Preferred Stock Certificate of Designation are not issued.
PSM Holdings LLC, a Delaware limited liability company, reports beneficial ownership of 8,392,740 shares of Prairie Operating Co. common stock, par value $0.01 per share. This represents 8.6% of the class, based on 97,732,173 shares outstanding as of May 12, 2026.
PSM Holdings has sole voting power and sole dispositive power over all 8,392,740 shares, with no shared voting or dispositive power. The right to receive dividends and sale proceeds from these shares is deemed to be beneficially owned by Mr. Edgar Anthony Martinez, Managing Director and ultimate beneficial owner of PSM Holdings.
Prairie Operating Co. filed a Form 3 identifying Jennifer M. Grigsby as a director. The filing does not report any purchases, sales, or other transactions in PROP shares, and lists no current equity or derivative holdings for her.
The remarks reference “Exhibit 24 - Power of Attorney,” indicating an associated power-of-attorney document.