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Nasdaq warns Prairie Operating (NASDAQ: PROP) on sub-$1 share price

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

Rhea-AI Filing Summary

Prairie Operating Co. received a Nasdaq notice that its common stock has failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days. The shares remain listed on The Nasdaq Capital Market, but the company now has 180 calendar days, until December 29, 2026, for the closing bid to reach at least $1.00 for ten consecutive business days. Prairie may qualify for an additional 180-day period if it meets other Nasdaq listing standards and submits a remediation plan. If the stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately move to delist the shares, with trading suspended.

Positive

  • None.

Negative

  • Nasdaq minimum bid price deficiency: Prairie’s stock traded below the $1.00 per-share requirement for 30 consecutive business days, starting a compliance clock and creating a defined pathway to potential delisting if not cured.

Insights

Nasdaq bid-price deficiency puts Prairie’s listing at clear risk.

Prairie Operating Co. has fallen below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days, triggering a formal non-compliance notice. The stock continues to trade, but the company is now under a defined timetable to restore its share price.

Nasdaq granted 180 calendar days, until December 29, 2026, for the closing bid to stay at or above $1.00 for ten straight business days. Prairie might receive another 180-day window if it satisfies other Capital Market listing standards and outlines a cure plan.

A key downside trigger is the $0.10 threshold: if the stock trades at or below this level for ten consecutive trading days, Nasdaq will issue an immediate delisting determination under Listing Rule 5810. Subsequent company filings will clarify any concrete measures taken to regain compliance.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid price $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement
Non-compliance period 30 consecutive business days Closing bid below $1.00 before notice
Initial compliance window 180 calendar days Through December 29, 2026 to regain bid price compliance
Trading requirement to cure 10 consecutive business days Bid must close at or above $1.00
Potential second compliance period Additional 180 days Available if other Nasdaq listing standards are met
Delisting trigger threshold $0.10 per share Ten consecutive trading days at or below this level
Nasdaq Minimum Bid Price Requirement regulatory
"has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”)."
A Nasdaq minimum bid price requirement is a rule that a stock must trade above a set lowest share price (commonly $1) over a defined period to remain listed. It matters to investors because falling below that floor can trigger warnings, potential delisting, or corrective steps by the company — similar to failing to meet a grade that risks losing enrollment — which can reduce liquidity, access, and share value.
Nasdaq Listing Rule 5550(a)(2) regulatory
"required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”)."
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Prairie has been provided an initial compliance period of 180 calendar days"
market value of publicly held shares financial
"Prairie will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
delisting determination regulatory
"Nasdaq will immediately issue a delisting determination under Listing Rule 5810, the Common Stock will be suspended from trading"
A delisting determination is a formal decision by a stock exchange or regulator to remove a company’s shares from the official trading list, usually after the company fails to meet rules such as filing reports, maintaining a minimum share price, or staying solvent. It matters to investors because removal reduces or eliminates easy ways to buy or sell the shares, can sharply lower their value, and forces holders to trade in smaller, riskier markets — like having to sell a car at a neighborhood garage sale instead of a busy dealership.
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FAQ

Why did Nasdaq issue a minimum bid price notice to Prairie Operating Co. (PROP)?
Nasdaq issued the notice because Prairie’s common stock closed below $1.00 per share for 30 consecutive business days. This violates Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 to maintain listing on The Nasdaq Capital Market.

How long does Prairie Operating Co. (PROP) have to regain Nasdaq bid price compliance?
Prairie has 180 calendar days, until December 29, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days within this initial compliance period.

Can Prairie Operating Co. (PROP) receive more time from Nasdaq to fix its bid price issue?
Prairie may receive a second 180-day compliance period if it meets the market value of publicly held shares test and all other initial Nasdaq Capital Market listing standards, except the bid price rule, and provides written notice of its plan to cure the deficiency.

What happens if Prairie Operating Co. (PROP) stock trades at or below $0.10?
If Prairie’s common stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a delisting determination. Trading in the shares will be suspended, and Prairie will not be eligible for any additional compliance period under Nasdaq Listing Rule 5810(c)(3)(A).

Is Prairie Operating Co. (PROP) still trading on Nasdaq after the bid price notice?
Yes. The notice does not immediately affect the listing status, and Prairie’s common stock continues trading on The Nasdaq Capital Market while the company works within the defined compliance period to address the minimum bid price requirement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): July 2, 2026
 
 
Prairie Operating Co.
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-41895 98-0357690
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number)
 
55 Waugh Drive
Suite 400
Houston, TX 77007
(Address of principal executive offices and zip code)
 
(713) 424-4247
(Registrant’s telephone number, including area code)
 
 
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
Common Stock, $0.01 Par Value   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 (17CFR § 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).
 
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. ☐
 
1
 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On July 2, 2026, Prairie Operating Co. (“Prairie”) received a letter (the “Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying Prairie that for the last 30 consecutive business days, the closing bid price for Prairie’s common stock (the “Common Stock”) has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”). The Minimum Bid Price Notice has no effect on the listing of the Common Stock, and the Common Stock will continue to trade on The Nasdaq Capital Market.
 
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Prairie has been provided an initial compliance period of 180 calendar days, or until December 29, 2026, to regain compliance with the Nasdaq Minimum Bid Price Requirement, which requires that the closing bid price of the Common Stock meet or exceed $1.00 per share for a minimum of ten consecutive business days (or such longer period as Nasdaq may require in its discretion).
 
If Prairie is unable to regain compliance with the Nasdaq Minimum Bid Price Requirement, Prairie may be eligible for an additional 180-day compliance period. To qualify, Prairie will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Nasdaq Minimum Bid Price Requirement and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. In addition, if the Common Stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a delisting determination under Listing Rule 5810, the Common Stock will be suspended from trading, and Prairie will be ineligible for any compliance period that would otherwise be available under Rule 5810(c)(3)(A). If Prairie does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, Nasdaq will notify Prairie of its determination to delist the Common Stock.
 
Prairie will continue to monitor the bid price of the Common Stock and consider its available options to regain compliance with the Nasdaq Minimum Bid Price Requirement. However, there can be no assurance that Prairie will be able to regain compliance with the Nasdaq Minimum Bid Price Requirement.
 
2
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
PRAIRIE OPERATING CO.
 
 
 
Date: July 9, 2026
By:
/s/ Daniel T. Sweeney
 
Name:
Daniel T. Sweeney
 
Title:
Executive Vice President, General Counsel and Corporate Secretary
 
 
0001162896 false 0001162896 2026-07-02 2026-07-02

Source: View Original Filing on SEC EDGAR

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