Prairie Operating (NASDAQ: PROP) Q1 loss but strong EBITDA guidance
Filing Impact
Filing Sentiment
Form Type
8-K
Prairie Operating Co. reported sharply higher first-quarter 2026 activity, with total revenues of $83.4 million and production of 2,086 MBoe, or 23,182 Boe per day, driven by oil-weighted output from the DJ Basin. Despite this, the company posted a net loss attributable to common stockholders of $174.4 million, largely reflecting a $177.1 million loss on derivatives and a $31.9 million non-cash loss from fair value adjustments on embedded derivatives, debt, and warrants.
Operationally, Prairie drilled 17 wells across two pads, delivered all wells below budget with average savings exceeding $100,000 per well, and achieved Adjusted EBITDA of $37.2 million versus $5.2 million a year earlier. Liquidity stood at about $113.5 million as of March 31, 2026, supported by a $475 million borrowing base, and full-year 2026 guidance calls for net income of $55–65 million and Adjusted EBITDA of $240–260 million.
Positive
- None.
Negative
- None.
Insights
Strong Q1 operating growth offset by large non-cash derivative losses.
Prairie Operating Co. delivered substantial volume and revenue growth in Q1 2026, with revenues of $83.4 million and production of 2,086 MBoe. Adjusted EBITDA rose to $37.2 million, indicating much stronger underlying cash generation than a year earlier.
However, the company recorded a sizeable net loss to common of $174.4 million, driven mainly by a $177.1 million loss on derivatives and a $31.9 million non-cash fair value loss on embedded derivatives, debt, and warrants. These items are accounting-driven and can be volatile period to period.
Management reaffirmed full-year 2026 guidance, targeting net income of $55–65 million and Adjusted EBITDA of $240–260 million. Actual outcomes will depend on commodity prices, hedge performance, and continued execution of the DJ Basin development plan, including maintaining drilling efficiency and cost control demonstrated in Q1 2026.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q1 2026 revenue: $83.4M
Net loss to common: $174.4M
Q1 2026 Adjusted EBITDA: $37.2M
+5 more
8 metrics
Q1 2026 revenue
$83.4M
Total revenues for quarter ended March 31, 2026
Net loss to common
$174.4M
Net loss attributable to Prairie Operating Co. common stockholders, Q1 2026
Q1 2026 Adjusted EBITDA
$37.2M
Adjusted EBITDA for three months ended March 31, 2026
Q1 2026 production
2,086 MBoe
Total production, three months ended March 31, 2026
Average realized price
$39.99/MBoe
Average realized price excluding derivatives, Q1 2026
Liquidity
$113.5M
Approximate liquidity as of March 31, 2026
Credit facility borrowing base
$475.0M
Borrowing base and elected commitments as of March 31, 2026
2026 Adjusted EBITDA guidance
$240–260M
Full-year 2026 expected Adjusted EBITDA range
Key Terms
Adjusted EBITDA, Series F convertible preferred stock, embedded derivatives, Credit Facility, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Series F convertible preferred stock financial
"Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized"
Series F convertible preferred stock is a specific class of preferred shares that gives its holders priority over common shareholders for dividends and claims on assets, while also carrying the right to convert those preferred shares into common stock under set terms. For investors, it matters because it combines downside protection (priority payout like an insurance policy) with potential upside through conversion into common shares, and its conversion terms affect future ownership and dilution.
embedded derivatives financial
"Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants"
An embedded derivative is a hidden financial option or payout rule built into a larger contract—like a bond, loan, or supply agreement—that makes part of the deal behave like a separate financial bet whose value swings with interest rates, currencies, commodity prices, or a company’s stock. Investors care because these built‑in features can change reported assets, liabilities and profits and add unexpected risk or upside, like finding a bonus or penalty clause inside a rental lease.
Credit Facility financial
"the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
Denver-Julesburg (DJ) Basin financial
"resources in the Denver-Julesburg (DJ) Basin – today announced its financial and operational results"
Earnings Snapshot
Revenue: $83.4M · Guidance included
Q1 2026
Revenue
$83.4M
vs $13.6M in Q1 2025
Net loss attributable to common stockholders
$174.4M
vs $93.5M loss in Q1 2025
Adjusted EBITDA
$37.2M
vs $5.2M in Q1 2025
Guidance
Full-year 2026 guidance for net income attributable to Prairie Operating Co. of $55–65 million and Adjusted EBITDA of $240–260 million.
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): May 14, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(713 ) 716-1200 (Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 2.02
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Results of Operations and Financial Condition.
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On May 14, 2026, Prairie Operating Co. announced its financial results for the quarter ended March 31, 2026 by issuing a Current Report on Form
8-K. The full text of the Current Report on Form 8-K issued in connection with the announcement is attached hereto as Exhibit 99.1.
The information being furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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99.1
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Current Report on Form 8-K, dated May 14, 2026.
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104
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Cover Page Interactive Date File-formatted as Inline XBRL.
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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.
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PRAIRIE OPERATING CO.
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By:
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/s/ Gregory S. Patton
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Name:
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Gregory S. Patton
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Title:
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Executive Vice President & Chief Financial Officer
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Date: May 14, 2026
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Exhibit 99.1
Houston, Texas, May 14, 2026 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas,
and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced its financial and operational results for the first quarter ended March 31, 2026.
Recent Key Highlights
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Total production of 2.1 MMBoe, or approximately 23,200 Boe/d, with 72% liquids (48% oil).
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Total revenue of $83.4 million, an increase of over 500% quarter-over-quarter
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Adjusted EBITDA(1) of $37.2 million, an increase of over 600% quarter-over-quarter.
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Delivered strong operational execution, with recently drilled wells coming in below AFE.
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Expanded hedging program, securing commodity price protection through the second quarter of 2029.
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Executed partial refinancing of the Series F Preferred Stock in April, reducing outstanding balance and significantly lowering
warrant-related dilution.
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(1) Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures
used throughout this Current Report on Form 8-K.
Richard Frommer Interim Chief Executive Officer, commented:
“Prairie delivered a strong start to 2026, with meaningful production growth, solid financial performance, and continued
operational execution across our DJ Basin assets. Importantly, we made significant progress on our capital structure during the quarter through the partial refinancing of the Series F Preferred, which reduced both the outstanding balance and
potential dilution. This marks an important step forward, and we remain focused on fully addressing the remaining Series F Preferred to simplify our capital structure and remove this overhang entirely. With a high-quality asset base, improving
financial profile, and clear strategic priorities, we believe Prairie is well positioned to deliver sustainable long-term value for our shareholders.”
First Quarter 2026 Highlights
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Revenue of $83.4 million, driven by realized prices (excluding hedges) of $67.91 per barrel for oil, $13.33 per barrel for NGLs, and
$2.53 per Mcf for natural gas.
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Net loss attributable to Prairie Operating Co. common stockholders of $174.4 million, or $2.16 basic loss per share.
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Adjusted EBITDA(1) of $37.2 million compared to $5.2 million for the quarter ended March 31, 2025.
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Capital expenditures incurred of $34.1 million.
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Net cash provided by operating activities of $42.3 million.
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(1) Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures
used throughout this Current Report on Form 8-K.
Operational Update
Operationally, the first quarter of 2026 reflected continued strong execution across Prairie’s DJ Basin position, with a clear focus on
efficiency, cost control, and consistent well performance.
Since January 1, the Company has drilled a total of 17 wells across two of its key development pads. At the Elder pad, Prairie drilled nine wells with
an average spud-to-rig release time of 6.2 days and an average measured depth of approximately 18,435 feet. At the Opal Coalbank pad, the Company drilled 8 wells with an average spud-to-rig release time of 5.5 days and an average measured depth of
approximately 18,373 feet.
Operational performance remained strong across both pads. Notably, 13 of the 17 wells were drilled in a single run, and all wells were delivered below
AFE, with average cost savings exceeding $100,000 per well. These results highlight the Company’s continued improvements in drilling efficiency, execution consistency, and capital discipline. From a geological standpoint, the program included 13
Niobrara wells and four Codell wells, further enhancing the depth and quality of Prairie’s development inventory.
In addition to drilling activity, the Company continued to advance completion and turn-in-line operations, with early well performance meeting or
exceeding expectations.
Overall, Prairie continues to execute at a high level, delivering strong operational results while maintaining disciplined capital allocation and
positioning the Company for sustained, efficient growth.
First Quarter Results
Key Financial Highlights
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(In thousands, except per share amounts)
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Three Months Ended March 31, 2026
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Total revenues
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$
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83,417
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Net loss attributable to Prairie Operating Co. common stockholders
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$
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(174,397
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)
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Loss per share – basic & diluted
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$
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(2.16
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)
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Adjusted EBITDA
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$
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37,203
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Capital expenditures (1)
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$
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34,074
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(1)
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Excludes $47.3 million of capital costs included in accounts payable and accrued expenses as of March 31, 2026.
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Revenue And Production
Revenue for the quarter ended March 31, 2026 was $83.4 million, $67.8 million related to oil. Production for the quarter ended March 31, 2026 was 2,086
MBoe and was comprised of approximately 48% oil (approximately 72% liquids).
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Three Months Ended March 31, 2026
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Revenues (in thousands)
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Oil revenue
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$
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67,838
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Natural gas revenue
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8,956
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NGL revenue
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6,623
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Total revenues
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$
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83,417
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Production:
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Oil (MBbls)
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999
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Natural gas (MMcf)
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3,538
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NGL (MBbls)
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497
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Total production (MBoe) (2)
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2,086
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Average sales volumes per day (Boe/d)
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23,182
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Average realized price (excluding effects of derivatives):
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Oil (per MBbl)
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$
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67.91
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Natural gas (per MMcf)
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$
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2.53
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NGL (per MBbl)
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$
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13.33
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Average realized price (per MBoe)
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$
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39.99
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Average realized price (including effects of derivatives):
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Oil (per MBbl)
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$
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56.49
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Natural gas (per MMcf)
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$
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1.82
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NGL (per MBbl)
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$
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12.76
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Average price (per MBoe)
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$
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33.19
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Average NYMEX prices:
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WTI (per MBbl)
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$
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72.74
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Henry Hub (per MMBtu)
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$
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4.71
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(1) MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.
Operating Costs
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(In thousands, except per Boe amounts)
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Three Months Ended March 31, 2026
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Lease operating expenses
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$
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14,841
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Lease operating expenses per Boe
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$
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7.11
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Transportation and processing
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$
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2,496
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Transportation and processing per Boe
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$
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1.20
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Ad valorem and production taxes (1)
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$
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6,792
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Ad valorem and production taxes per Boe
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$
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3.26
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General and administrative expenses (1)
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$
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16,886
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General and administrative expenses per Boe
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$
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8.09
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(1)
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Ad valorem and production taxes payable for the three months ended March 31, 2026 includes the quarterly Colorado production fee of $0.6
million, or $0.27 per Boe.
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(2)
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General and administrative expenses for the three months ended March 31, 2026, includes non-cash stock-based compensation of $5.8
million, or $2.78 per Boe, and non-recurring litigation and severance settlement expenses of $3.3 million, or $1.60 per Boe.
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Liquidity and Capital Resources
As of March 31, 2026, we had approximately $113.5 million of liquidity, primarily consisting of borrowings available under our Credit Facility. As of
March 31, 2026, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.
2026 Guidance Reaffirmed
Prairie reaffirms full-year guidance for 2026 as follows:
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Average Daily Production: 25,500 – 27,500 Boe/d.
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Capital Expenditures: $200.0 million – $220.0 million.
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Adjusted EBITDA(1): $240.0 million – $260.0 million.
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(1) Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures
used throughout this Current Report on Form 8-K.
Commodity Hedges
As of March 31, 2026, the Company had the following outstanding crude oil and natural gas derivative contracts in place, which settle monthly and are
indexed to NYMEX West Texas Intermediate, NYMEX Henry Hub, and Mount Belvieu OPIS, respectively:
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Settling
April 1, 2026
through
December 31,
2026
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Settling
January 1,
2027
through
December 31,
2027
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Settling
January 1,
2028
through
December 31,
2028
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Settling
January 1,
2029 through
December 31,
2029
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Crude Oil Swaps:
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Notional volume (Bbls)
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3,775,808
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4,662,503
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2,862,307
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210,000
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Weighted average price ($/Bbl)
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$
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62.86
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$
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62.51
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$
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62.17 |
$
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61.57
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Natural Gas Swaps:
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Notional volume (MMBtus)
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10,957,305
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14,082,126
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5,606,357
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400,000
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Weighted average price ($/MMBtu)
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$
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4.07
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$
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4.08
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$
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4.02
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$
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4.11
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Ethane Swaps:
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Notional volume (Bbls)
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309,747
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400,675
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220,109
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—
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Weighted average price ($/Bbl)
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$
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11.25
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$
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10.70
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$
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9.96
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$
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—
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Propane Swaps:
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Notional volume (Bbls)
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436,790
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522,684
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199,160
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—
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Weighted average price ($/Bbl)
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$
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28.64
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$
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26.85
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$
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25.93
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$
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—
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Iso Butane Swaps:
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Notional volume (Bbls)
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60,157
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74,572
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35,088
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—
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Weighted average price ($/Bbl)
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$
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35.19
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$
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31.77
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$
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30.77
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$
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—
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Normal Butane Swaps:
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Notional volume (Bbls)
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153,300
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184,140
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74,903
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—
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Weighted average price ($/Bbl)
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$
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35.71
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$
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31.95
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$
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30.36
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$
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—
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Pentane Plus Swaps:
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Notional volume (Bbls)
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126,531
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160,242
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78,806
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—
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Weighted average price ($/Bbl)
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$
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54.79
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$
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53.31
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$
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52.81
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$
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—
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Non-GAAP Financial Measures
This Current Report on Form 8-K contains Adjusted EBITDA which is a financial measure not presented in accordance with U.S. GAAP. Adjusted EBITDA is
used by management to evaluate the performance of our business, make operational decisions, and assess our ability to generate cashflows. Management believes Adjusted EBITDA provides investors with helpful information to better understand the
underlying performance trends of our business, facilitate period-to-period comparisons, and assess the company’s operating results.
Adjusted EBITDA is derived from net loss attributable to Prairie Operating Co. and is adjusted for income tax benefit, depreciation,
depletion, and amortization, abandonment and impairment of unproved properties, non-cash stock-based compensation, interest expense, net, non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants, unrealized loss on
derivatives, and litigation and severance settlement expense, all as applicable. We adjust net loss attributable to Prairie Operating Co. for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially
between periods and companies within our industry depending upon accounting methods, book values of assets, capital structures, and the method by which assets were acquired. Adjusted EBITDA has limitations as an analytical tool, including that
it excludes certain items that affect our reported financial results. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income calculated in accordance with GAAP or as an indicator of our operating
performance or liquidity. Additionally, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.
The following table presents the reconciliation of Net loss attributable to Prairie Operating Co. to Adjusted EBITDA for the periods indicated:
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Three Months Ended
March 31,
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2026
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2025
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(In thousands)
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Net loss attributable to Prairie Operating Co.
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$
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(152,673
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)
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$
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(2,617
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)
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Adjustments:
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Depreciation, depletion, and amortization
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15,844
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2,123
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Abandonment and impairment of unproved properties (1)
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412
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—
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Non-cash stock-based compensation
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5,805
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1,324
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Interest expense, net
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8,130
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1,308
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Unrealized loss on derivatives
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162,883
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898
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Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (2)
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31,851
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2,164
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Litigation and severance settlement expense
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3,345
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—
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Income tax benefit (3)
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(38,394
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)
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—
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Adjusted EBITDA
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$
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37,203
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$
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5,200
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Reflects the abandonment of unproved locations which we have deemed non–core and allowed to expire.
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Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
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Reflects deferred income taxes recognized for the three months ended March 31, 2026.
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The following table presents the reconciliation of expected full-year 2026 Net income attributable to Prairie Operating Co. to expected
full-year 2026 Adjusted EBITDA:
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Full-year 2026 Guidance Range
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(In thousands)
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Net income attributable to Prairie Operating Co.
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$
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55,000
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$
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65,000
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Adjustments:
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Depreciation, depletion, and amortization
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41,000
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41,000
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Non-cash stock-based compensation
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18,000
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18,000
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Interest expense, net
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35,000
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33,000
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Unrealized loss on derivatives
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5,000
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15,000
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Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (1)
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65,000
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65,000
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Income tax expense (2)
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21,000
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23,000
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||||||
|
Adjusted EBITDA
|
$
|
240,000
|
$
|
260,000
|
||||
| (1) |
Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
|
| (2) |
Reflects deferred income taxes.
|
Cautionary Statement about Forward-Looking Statements
The information included in this Current Report on Form 8-K and in any oral statements made in connection herewith include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding future financial
performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current
expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or
current facts. When used in this Current Report on Form 8-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar
expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on our current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which
are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks are not exhaustive. Other sections of this Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K are expressly qualified in their entirety by this
cautionary statement.
Regulation FD Disclosure
The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference
calls, and the investor relations section of its website at www.prairieopco.com.
In addition to these traditional channels, the Company also uses its official social media accounts as a means of disclosing information about Prairie
and its business, and to comply with its disclosure obligations under Regulation FD. The Company’s official social media accounts currently include @PrairieOpCo on X (formerly Twitter) and linkedin.com/company/prairie-operating-co on LinkedIn.
Information the Company posts through these social media channels may be deemed material. Accordingly, investors, the media, and others interested in the Company should monitor these accounts in addition to following the Company’s press releases,
SEC filings, and public conference calls and webcasts. The Company may update the list of official social media accounts from time to time, and any such updates will be posted on the investor relations section of its website.
About Prairie Operating Co.
Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil, natural gas, and
natural gas liquid resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company
is committed to the responsible development of its oil natural gas, and natural gas liquid resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.
More information about the Company can be found at www.prairieopco.com.
Investor Relations Contact:
Wobbe Ploegsma
info@prairieopco.com
832-274-3449
Prairie Operating Co. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
|
|
March 31,
2026
|
December 31,
2025
|
||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
263
|
$
|
20
|
||||
|
Oil, natural gas, and NGL accrued revenue
|
27,095
|
22,728
|
||||||
|
Joint interest and other receivables
|
26,683
|
23,106
|
||||||
|
Derivative assets
|
—
|
28,812
|
||||||
|
Inventory
|
2,653
|
3,604
|
||||||
|
Prepaid expenses and other current assets
|
1,655
|
1,452
|
||||||
|
Total current assets
|
58,349
|
79,722
|
||||||
|
|
||||||||
|
Property and equipment:
|
||||||||
|
Oil and natural gas properties, successful efforts method of accounting including $115,613 and $57,897
excluded from depletable base as of March 31, 2026 and December 31, 2025, respectively
|
912,615
|
852,732
|
||||||
|
Other property and equipment
|
21,349
|
21,067
|
||||||
|
Less: Accumulated depreciation, depletion, and amortization
|
(65,110
|
)
|
(49,343
|
)
|
||||
|
Total property and equipment, net
|
868,854
|
824,456
|
||||||
|
Deferred tax asset
|
16,742
|
—
|
||||||
|
Derivative assets
|
—
|
24,627
|
||||||
|
Debt issuance costs, net
|
11,679
|
12,642
|
||||||
|
Operating lease assets
|
2,997
|
2,966
|
||||||
|
Other non–current assets
|
133
|
133
|
||||||
|
Total assets
|
$
|
958,754
|
$
|
944,546
|
||||
|
|
||||||||
|
Liabilities, Mezzanine Equity, and Stockholders’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
$
|
104,642
|
$
|
62,792
|
||||
|
Oil, natural gas, and NGL revenue payable
|
34,026
|
30,300
|
||||||
|
Ad valorem and production taxes payable
|
30,352
|
31,385
|
||||||
|
Derivative liabilities
|
68,988
|
—
|
||||||
|
Operating lease liabilities
|
1,363
|
1,300
|
||||||
|
Total current liabilities
|
239,371
|
125,777
|
||||||
|
|
||||||||
|
Long–term liabilities:
|
||||||||
|
Credit facility
|
361,500
|
366,000
|
||||||
|
Subordinated note – related party
|
1,458
|
1,458
|
||||||
|
Subordinated note warrants, at fair value – related party
|
725
|
316
|
||||||
|
Series F convertible preferred stock embedded derivatives, at fair value
|
15,806
|
15,853
|
||||||
|
Series F convertible preferred stock warrants, at fair value
|
114,433
|
90,134
|
||||||
|
Derivative liabilities
|
40,457
|
—
|
||||||
|
Oil, natural gas, and NGL revenue payable
|
24,831
|
27,402
|
||||||
|
Ad valorem and production taxes payable
|
31,259
|
22,751
|
||||||
|
Deferred tax liability
|
—
|
21,652
|
||||||
|
Asset retirement obligation
|
3,657
|
4,019
|
||||||
|
Operating lease liabilities
|
1,756
|
1,792
|
||||||
|
Other long-term liabilities
|
1,042
|
1,082
|
||||||
|
Total long–term liabilities
|
596,924
|
552,459
|
||||||
|
Total liabilities
|
836,295
|
678,236
|
||||||
|
|
||||||||
|
Commitments and contingencies
|
||||||||
|
|
||||||||
|
Mezzanine equity:
|
||||||||
|
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 98,000 and 121,500
shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
|
122,059
|
136,146
|
||||||
|
|
||||||||
|
Stockholders’ equity:
|
||||||||
|
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 5,982 shares issued
and outstanding as of March 31, 2026 and December 31, 2025
|
—
|
—
|
||||||
|
Common stock; $0.01 par value; 500,000,000 shares authorized, and 85,331,304 and 62,499,375 shares issued
and outstanding as of March 31, 2026 and December 31, 2025, respectively
|
854
|
625
|
||||||
|
Treasury stock, at cost; 659,096 and 111,357 shares issued and outstanding as of March 31, 2026 and
December 31, 2025, respectively
|
(1,719
|
)
|
(531
|
)
|
||||
|
Additional paid–in capital
|
241,653
|
217,785
|
||||||
|
Accumulated deficit
|
(240,388
|
)
|
(87,715
|
)
|
||||
|
Total stockholders’ equity
|
400
|
130,164
|
||||||
|
Total liabilities, mezzanine equity, and stockholders’ equity
|
$
|
958,754
|
$
|
944,546
|
||||
Prairie Operating Co. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Revenues:
|
||||||||
|
Crude oil sales
|
$
|
67,838
|
$
|
10,788
|
||||
|
Natural gas sales
|
8,956
|
1,223
|
||||||
|
NGL sales
|
6,623
|
1,579
|
||||||
|
Total revenues
|
83,417
|
13,590
|
||||||
|
Operating expenses:
|
||||||||
|
Lease operating expenses
|
14,841
|
2,012
|
||||||
|
Transportation and processing expenses
|
2,496
|
907
|
||||||
|
Ad valorem and production taxes
|
6,792
|
957
|
||||||
|
Depreciation, depletion, and amortization
|
15,844
|
2,123
|
||||||
|
Exploration expenses
|
298
|
287
|
||||||
|
Abandonment and impairment of unproved properties
|
412
|
—
|
||||||
|
General and administrative expenses
|
16,886
|
5,551
|
||||||
|
Total operating expenses
|
57,569
|
11,837
|
||||||
|
Other (expenses) income:
|
||||||||
|
Interest expense
|
(8,197
|
)
|
(1,378
|
)
|
||||
|
Loss on derivatives, net
|
(177,060
|
)
|
(898
|
)
|
||||
|
Loss on adjustment to fair value – embedded derivatives, debt, and warrants
|
(31,851
|
)
|
(2,164
|
)
|
||||
|
Interest income and other
|
193
|
70
|
||||||
|
Total other expenses
|
(216,915
|
)
|
(4,370
|
)
|
||||
|
Loss from operations before income taxes
|
(191,067
|
)
|
(2,617
|
)
|
||||
|
Income tax benefit
|
38,394
|
|
—
|
|||||
|
Net loss attributable to Prairie Operating Co.
|
(152,673
|
)
|
(2,617
|
)
|
||||
|
Series F preferred stock declared dividends
|
(3,670
|
)
|
—
|
|
||||
|
Series F preferred stock undeclared dividends
|
(966
|
)
|
(245
|
) |
||||
|
Remeasurement of Series F preferred stock
|
(17,088
|
)
|
(90,612
|
)
|
||||
|
Net loss attributable to Prairie Operating Co. common stockholders
|
$
|
(174,397
|
)
|
$
|
(93,474
|
)
|
||
|
Loss per common share:
|
||||||||
|
Loss per share, basic and diluted
|
$
|
(2,16
|
)
|
$
|
(3.49
|
)
|
||
|
Weighted average common shares outstanding, basic and diluted
|
80,585,148
|
26,796,704
|
||||||
Prairie Operating Co. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss attributable to Prairie Operating Co.
|
$
|
(152,673
|
)
|
$
|
(2,617
|
)
|
||
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
|
Depreciation, depletion, and amortization
|
15,844
|
2,123
|
||||||
|
Abandonment and impairment of unproved properties
|
412
|
—
|
||||||
|
Stock–based compensation
|
5,733
|
1,324
|
||||||
|
Unrealized loss on derivatives
|
162,883
|
898
|
||||||
|
Loss on adjustment to fair value – embedded derivatives, debt, and warrants
|
31,851
|
2,164
|
||||||
|
Deferred income taxes
|
(38,394
|
) |
—
|
|||||
|
Amortization of deferred financing costs
|
963
|
270
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Oil, natural gas, and NGL accrued revenue
|
(4,368
|
)
|
(6,528
|
)
|
||||
|
Joint interest and other receivables
|
(3,576
|
)
|
1,914
|
|||||
|
Inventory, prepaid expenses, and other current assets
|
1,062
|
(1,471
|
)
|
|||||
|
Accounts payable, accrued expenses, and other current liabilities
|
13,901
|
20,756
|
||||||
|
Revenue, ad valorem, and production taxes payable
|
8,630
|
(1,901
|
)
|
|||||
|
Net cash provided by operating activities
|
42,268
|
16,932
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Cash paid for Bayswater asset purchase, net of cash received
|
—
|
(474,581
|
)
|
|||||
|
Deposit on other oil and natural gas properties
|
—
|
(15,000
|
)
|
|||||
|
Development of oil and natural gas properties
|
(34,074
|
)
|
(38,999
|
)
|
||||
|
Other asset and leasehold purchases
|
(2,263
|
)
|
—
|
|||||
|
Cash received from payment on note receivable
|
—
|
149
|
||||||
|
Net cash used in investing activities
|
(36,337
|
)
|
(528,431
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Borrowings on the Credit Facility
|
56,000
|
349,000
|
||||||
|
Repayment on the Credit Facility
|
(60,500
|
)
|
—
|
|||||
|
Debt issuance costs associated with the Credit Facility
|
—
|
(12,511
|
)
|
|||||
|
Proceeds from the issuance of Common Stock
|
—
|
43,817
|
||||||
|
Financing costs associated with issuance of Common Stock
|
—
|
(3,077
|
)
|
|||||
|
Proceeds from the issuance of Series F Preferred Stock
|
—
|
148,250
|
||||||
|
Financing costs associated with the issuance of Series F Preferred Stock
|
—
|
(1,233
|
)
|
|||||
|
Payments of the Subordinated Note – related party
|
—
|
(3,214
|
)
|
|||||
|
Proceeds from option exercise
|
—
|
583
|
||||||
|
Treasury stock repurchased
|
(1,188
|
)
|
(336
|
)
|
||||
|
Net cash (used in) provided by financing activities
|
(5,688
|
)
|
521,279
|
|||||
|
Net increase in cash and cash equivalents
|
243
|
9,780
|
||||||
|
Cash and cash equivalents, beginning of the period
|
20
|
5,192
|
||||||
|
Cash and cash equivalents, end of the period
|
$
|
263
|
$
|
14,972
|
||||
Supplemental Disclosures of Cash Flow Information
The following table presents non–cash investing and financing activities for the periods presented:
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(In thousands)
|
||||||||
|
Non–cash investing activities:
|
||||||||
|
Increase in capital expenditure accruals and accounts payable
|
$
|
24,183
|
$
|
25,939
|
||||
|
Non–cash financing activities:
|
||||||||
|
Common Stock issued upon conversion of Series F Preferred Stock
|
$
|
36,186
|
$
|
1,351
|
||||
|
Common Stock issued for Series F Preferred Stock dividends (1)
|
$
|
3,487 |
$
|
—
|
||||
|
Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price (2)
|
$
|
—
|
$
|
16,000
|
||||
|
Common Stock issuance costs included in accrued liabilities
|
$
|
—
|
$
|
3,078
|
||||
|
Series F Preferred Stock agreement amendment fees and issuance costs included in accrued liabilities and accounts payable
|
$
|
3,327
|
$
|
6,778
|
||||
|
Common Stock issued upon conversion of Senior Convertible Note (3)
|
$
|
—
|
$
|
18,164
|
||||
|
Common Stock issued upon conversion of Series D Preferred Stock
|
$
|
—
|
$
|
8,475
|
||||
|
(1)
|
The Company elected to issue shares of Common Stock for the Series F Preferred Stock dividends payable on March 1, 2026.
|
|
(2)
|
The Company issued approximately 3.7 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) to Bayswater (as defined herein) as part of the Bayswater Purchase Price (as
defined herein).
|
|
(3)
|
During the three months ended March 31, 2025, YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”), converted the remaining $11.3 million of the initial $15.0 million convertible promissory
note (the “Senior Convertible Note”) in exchange for 2.1 million shares of Common Stock.
|
FAQ
How did Prairie Operating Co. (PROP) perform financially in Q1 2026?
Prairie Operating Co. generated $83.4 million in total revenues in Q1 2026, primarily from oil sales. Despite this strong top line, the company reported a net loss attributable to common stockholders of $174.4 million, largely due to significant derivative and fair value losses.
What was Prairie Operating Co.’s Adjusted EBITDA for Q1 2026?
Prairie Operating Co. reported Adjusted EBITDA of $37.2 million for Q1 2026. This non-GAAP metric adjusts net loss for items such as depreciation, non-cash stock-based compensation, derivative fair value changes, and taxes, providing a clearer view of underlying operating cash generation.
What production levels did Prairie Operating Co. achieve in Q1 2026?
In Q1 2026, Prairie Operating Co. produced 2,086 MBoe, averaging 23,182 Boe per day. Production was approximately 48% oil and about 72% liquids, reflecting the company’s focus on oil and liquids-rich assets in the Denver-Julesburg Basin.
What guidance did Prairie Operating Co. provide for full-year 2026?
For full-year 2026, Prairie Operating Co. guided to net income attributable to the company of $55–65 million and Adjusted EBITDA of $240–260 million. These targets reflect management’s expectations for continued operational execution and the impact of its existing hedge portfolio.
How strong is Prairie Operating Co.’s liquidity and credit facility position?
As of March 31, 2026, Prairie Operating Co. reported about $113.5 million of liquidity, mainly from availability under its Credit Facility. The facility had a $475 million borrowing base and elected commitments of $475 million, supporting ongoing development spending.
What caused Prairie Operating Co.’s large net loss in Q1 2026?
The Q1 2026 net loss was driven primarily by non-operating items, including a $177.1 million loss on derivatives and a $31.9 million non-cash loss from fair value adjustments on embedded derivatives, debt, and warrants, outweighing operating profitability.