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Prairie Operating Co. (PROP) director Gizman Abbas to leave board May 15, 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Prairie Operating Co. reported that director Gizman I. Abbas has submitted his resignation from the Board of Directors, effective May 15, 2026. The company states that his decision is not due to any disagreement with the company or its Board regarding operations, policies, or practices.

Abbas has served on the Compensation Committee and Audit Committee, and chaired the Nominating and Governance Committee. Board leadership and the interim CEO thanked him for his service and highlighted his contributions to Prairie’s strategic direction. Prairie describes itself as an independent energy company focused on oil, natural gas, and natural gas liquids development in the Denver-Julesburg (DJ) Basin, particularly the Niobrara and Codell formations.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
forward-looking statements regulatory
"The information included in this press release ... include “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Denver-Julesburg (DJ) Basin technical
"resources in the Denver-Julesburg (DJ) Basin – today announced"
Nominating and Governance Committee financial
"and chaired the Nominating and Governance Committee of the Board"
A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.
Anniversary Warrant financial
"reducing the dilution related to the Anniversary Warrant, future financial performance"
Audit Committee financial
"During his tenure, Mr. Abbas served on the Compensation Committee and Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
capital discipline financial
"focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation"
Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  April 22, 2026

Prairie Operating Co.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-41895
98-0357690
(Commission File Number)
(IRS Employer Identification No.)

55 Waugh Drive
Suite 400
Houston, TX
77007
   
(Address of Principal Executive Offices)
(Zip Code)

(713) 766-1200
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


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


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


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


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

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

 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
 
Common Stock, par value $0.01 per share
  
PROP
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2026, Gizman I. Abbas provided the Board of Directors (the “Board”) of Prairie Operating Co. (the “Company”) with notice of his resignation as a member of the Board, effective May 15, 2026. Mr. Abbas’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.

On April 22, 2026, the Company issued a press release regarding Mr. Abbas’s resignation. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

99.1
Press Release, dated April 22, 2026.
104
Cover Page Interactive Data File-formatted as Inline XBRL.

SIGNATURES

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

Date:
 April 22, 2026
Prairie Operating Co.
     
 
By:
/s/ Daniel T. Sweeney
 
Name:
Daniel T. Sweeney
 
Title:
Executive Vice President, General Counsel
   
and Corporate Secretary


Exhibit 99.1

Prairie Operating Co. Announces Board of Director Resignation

Houston, Texas, April 22, 2026 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids resources in the Denver-Julesburg (DJ) Basin – today announced that Gizman I. Abbas has provided notice of his resignation from the Company’s Board of Directors (the “Board”), effective May 15, 2026.

Mr. Abbas’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. During his tenure, Mr. Abbas served on the Compensation Committee and Audit Committee and chaired the Nominating and Governance Committee of the Board.

Erik Thoresen, Chairman of the Board, commented, “On behalf of the Board, I would like to thank Gizman for his dedicated service and contributions to Prairie. His insight and perspective have been instrumental in strengthening and supporting the Company’s strategic direction. We are grateful for his commitment and wish him continued success in his future endeavors.”

Richard N. Frommer, Interim President and Chief Executive Officer, added, “Gizman has been a thoughtful and engaged member of the Board, and we appreciated his support in advancing the Company’s key strategic objectives. His collaborative approach and judgment have been valuable to both the Board and management team, and we thank him for his contributions.”

Mr. Abbas commented, “It has been an honor to serve on the Board of Prairie Operating Co. and to be part of the Company’s evolution. I am proud of what we have accomplished together and have full confidence in the leadership team to continue executing on its strategy and driving long-term success.”

Cautionary Statement about Forward-Looking Statements

The information included in this press release and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding our ability to complete the transactions described in this press release, including improving our capital structure and reducing the dilution related to the Anniversary Warrant, future financial performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as  “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks are not exhaustive. Other sections of this press release could include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our Securities and Exchange Commission (the “SEC”), filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this press release should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquid resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil natural gas, and natural gas liquid resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.

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

Investor Relations Contact:

Wobbe Ploegsma
info@prairieopco.com
832-274-3449


Source: View Original Filing on SEC EDGAR

FAQ

What board change did Prairie Operating Co. (PROP) disclose in this 8-K?

Prairie Operating Co. disclosed that director Gizman I. Abbas has resigned from its Board of Directors, effective May 15, 2026. The company stated that his resignation is not due to any disagreement with management or the Board.

Did Gizman I. Abbas cite any disagreement with Prairie Operating Co. (PROP)?

The company states that Mr. Abbas’s resignation was not due to any disagreement with Prairie Operating Co. or its Board regarding operations, policies, or practices. This language is meant to signal that no underlying dispute is being disclosed.

What roles did Gizman I. Abbas hold on Prairie Operating Co.’s (PROP) Board?

During his tenure, Gizman I. Abbas served on the Compensation Committee and Audit Committee and chaired the Nominating and Governance Committee. These roles covered pay decisions, financial oversight, and board governance matters.

When will Gizman I. Abbas’s resignation from Prairie Operating Co. (PROP) be effective?

His resignation from Prairie Operating Co.’s Board of Directors is effective May 15, 2026. The notice was provided on April 22, 2026, giving several weeks of lead time before the effective date.

What business does Prairie Operating Co. (PROP) describe in this disclosure?

Prairie Operating Co. describes itself as a Houston-based independent energy company focused on developing and acquiring oil, natural gas, and natural gas liquids in the Denver-Julesburg (DJ) Basin, particularly the Niobrara and Codell formations in the United States.

Does Prairie Operating Co. (PROP) include forward-looking statements in this communication?

Yes. The press release includes a cautionary statement about forward-looking statements, covering topics such as capital structure improvements, dilution related to the Anniversary Warrant, business strategies, future financial performance, and other projections, all subject to various risks and uncertainties.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents