Prairie Operating Q3 common-stockholder loss: $34M

Available on EDGAR 11/12/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Prairie Operating Co. (PROP) reported third-quarter 2026 revenue of $129.5 million, up 31% from the prior quarter and 67% year over year. Adjusted EBITDA, a non-GAAP measure, was $65.3 million, up 92% sequentially and 16% year over year. Net loss attributable to common stockholders was $34.0 million, or $0.26 per basic share and $0.28 per diluted share, compared with a $22.5 million loss in Q3 2025.

Sales volumes were 2.403 MMBoe, averaging 26,117 Boe/d, up 21% sequentially; oil was 56% and liquids 77% of volumes. Lease operating expense fell 17% sequentially to $5.71 per Boe. Burnett and Castor pads came online, and Prairie converted 30 gross possible locations to proved undeveloped locations within the 5,700-acre Genesis OGDP I. Production reached approximately 32,287 Boe/d by early October.

At September 30, Prairie had $7.8 million in cash and $3.0 million available under its credit facility; credit facility debt was $472.0 million. Management said it continues to evaluate opportunities to refinance the remaining Series F preferred stock.

2 points · 0 major

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Positive

• Moderate pointRevenue reached $129.5 million, up 67% year over year.
• Moderate pointAdjusted EBITDA rose 16% year over year to $65.3 million.

Negative

• Major pointCommon-stockholder net loss widened 51% year over year to $34.0 million.

Filing Explained

For nine months ended September 30, 2026, operating cash provided was $123,377 thousand, below investing cash use of $200,556 thousand; quarter-end cash was $7,751 thousand.

This Form 8-K furnishes Prairie’s third-quarter 2026 results announced November 12. The company reported 118,681,858 common shares issued and outstanding at September 30, 2026, compared with 62,499,375 at December 31, 2025.

That larger reported share base reduces existing holders’ percentage ownership, absent offsetting changes.

For the nine months ended September 30, 2026, operating activities provided $123,377 thousand, below the $200,556 thousand used in investing activities; cash and equivalents were $7,751 thousand at quarter-end.

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, or exhibit attachments filed with this report.

Key Figures

Revenue: $129.5 million Adjusted EBITDA: $65.3 million Net loss attributable to common stockholders: $34.0 million loss +5 more

8 metrics

Revenue $129.5 million Third quarter 2026; up 31% from Q2 2026 and 67% year over year.

Adjusted EBITDA $65.3 million Third quarter 2026; non-GAAP measure, up 92% from Q2 2026 and 16% year over year.

Net loss attributable to common stockholders $34.0 million loss Third quarter 2026; compared with a $22.5 million loss in Q3 2025.

Sales volumes 2.403 MMBoe Third quarter 2026; up 21% from Q2 2026.

Lease operating expense $5.71 per Boe Third quarter 2026; down 17% from Q2 2026.

Cash and cash equivalents $7.8 million As of September 30, 2026.

Credit facility availability $3.0 million As of September 30, 2026.

Credit facility debt $472.0 million As of September 30, 2026.

Key Terms

Adjusted EBITDA, proved undeveloped locations, reserve-based credit agreement, notional volume, +1 more

5 terms

Adjusted EBITDA financial

"Generated Adjusted EBITDA of $65.3 million"

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.

proved undeveloped locations technical

"converted 30 gross possible locations to proved undeveloped locations"

Proved undeveloped locations are specific, identified sites where oil or gas reserves are classified as proved but have not yet been produced because a well must be drilled or existing wells must undergo significant completion work. They are considered ‘‘proved’’ because available geological and engineering data give at least a high (commonly about 90%) probability that the quantities can be recovered once the necessary capital work is performed; they differ from proved developed reserves, which are recoverable using existing producing wells and facilities.

reserve-based credit agreement financial

"availability of $3.0 million under the reserve-based credit agreement"

A reserve-based credit agreement is a loan facility for oil and gas companies where the amount they can borrow is secured by the company’s proved hydrocarbon reserves and the expected cash flow from producing those reserves. Lenders set a borrowing base (maximum available credit) that is recalculated regularly using reserve reports, production data and commodity prices; if the borrowing base falls, the borrower must repay or provide additional collateral. These agreements typically include covenants tied to reserve values and production metrics and allow lenders to take control of collateral if the borrower defaults or the borrowing base is breached.

notional volume financial

"Notional volume (Bbls)"

Notional volume is the total dollar value represented by a set of financial contracts — calculated by multiplying the number of contracts by the price of the underlying asset — rather than the count of contracts alone. Think of it like reporting the total cost of items in a shopping cart instead of just how many items are in the cart. Investors use it to gauge the true size, market activity and potential risk or exposure tied to trades or positions.

weighted average price financial

"Weighted average price ($/Bbl)"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Earnings Snapshot

Revenue: $129.5 million

Third quarter 2026

Revenue $129.5 million Up 31% from Q2 2026 and 67% year over year.

Adjusted EBITDA (non-GAAP) $65.3 million Up 92% from Q2 2026 and 16% year over year.

Net loss attributable to common stockholders $34.0 million loss Loss widened 51% year over year.

Sales volumes 2.403 MMBoe Up 21% from Q2 2026.

Lease operating expense $5.71 per Boe Down 17% from Q2 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did PROP report in Q3 2026?

Prairie reported $129.5 million in revenue for Q3 2026, up 31% from Q2 2026 and 67% from Q3 2025.

What were PROP's adjusted EBITDA and common-stockholder loss in Q3 2026?

Adjusted EBITDA was $65.3 million, up 92% from Q2 2026 and 16% year over year; net loss attributable to common stockholders was $34.0 million, versus a $22.5 million loss in Q3 2025.

What 2027 crude oil swaps did PROP report?

As of September 30, 2026, Prairie reported crude oil swaps for 4,662,503 Bbls settling during 2027 at a weighted average price of $62.51 per Bbl.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 12, 2026

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

Delaware	001-41895	98-0357690
(State or other jurisdiction of incorporation)	(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. ☐

1

Item 2.02

Results of Operations and Financial Condition. 

On November 12, 2026, Prairie Operating Co. announced its financial results for the quarter ended September 30, 2026 by issuing a press release. The full text of the press release 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.

Item 9.01

Financial Statements and Exhibits. 

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated November 12, 2026 Entitled “Prairie Operating Co. Announces Third Quarter 2026 Results.”
104		Cover Page Interactive Date File-formatted as Inline XBRL.

2

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.

	PRAIRIE OPERATING CO.
	By:	/s/ Gregory S. Patton
	Name:	Gregory S. Patton
	Title:	Executive Vice President & Chief Executive Officer
Date: November 12, 2026

0001162896 false 0001162896 2026-11-12 2026-11-12

Exhibit 99.1

Prairie Operating Co. Announces Third Quarter 2026 Results

Houston, Texas, November 12, 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 quarter ended September 30, 2026.

Third Quarter 2026 Results Summary

•

Sales volumes of 2.4 MMBoe, or 26,117 Boe/d, a total volume increase of 21% from the prior quarter, with 77% liquids (56% oil).

•

Revenue of $129.5 million, an increase of 31% from the prior quarter.

•

Net loss attributable to Prairie Operating Co. common stockholders of $34.0 million, or $0.26 per basic and $0.28 per diluted share.

•

Generated Adjusted EBITDA⁽¹⁾ of $65.3 million, an increase of 92% from the prior quarter.

•

Lease operating expense per Boe of $5.71, a decrease of 17% from the prior quarter.

•

Exit rate production of approximately 30,229 Boe/d.

•

General and administrative expenses decreased 24% from the prior quarter to $4.56 per Boe.

Key Highlights for Year-to-Date 2026

•

Sales volumes of 6.5 MMBoe, or approximately 23,730 Boe/d, with 74% liquids (52% oil).

•

All 27 wells drilled across four pads were online at September 30, 2026.

•

Total revenue of $311.8 million, an increase of approximately 97% year-over-year.

•

Adjusted EBITDA⁽¹⁾ of $136.4 million, an increase of approximately 37% year-over-year.

•

Brought Burnett online at the end of August and Castor online at the end of September.

•

During the third quarter, extended the issuance date of the Series F Preferred Stock anniversary warrants to December 1, 2026.

•

Subsequent to quarter-end, production reached approximately 32,287 Boe/d.

⁽¹⁾ Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for the definition and a reconciliation of GAAP to non-GAAP financial measures used in this press release.

Greg Patton, Chief Executive Officer, commented:

“Prairie’s third-quarter results demonstrate the strength of our assets and the excellent work our team continues to deliver across our development program. Average daily sales volumes increased 21% from the prior quarter to 2.4 MMboe or 26,117 Boe per day, driving revenue growth of 31% from the prior quarter to $129.5 million. We achieved that growth while reducing lease operating expense per Boe by 17% from the prior quarter, reflecting our continued focus on improving well performance and operating efficiency.”

“Our Burnett development is a significant step forward in demonstrating the value of Prairie’s acreage. Its production results supported the conversion of 30 gross possible locations to proved undeveloped locations within Genesis OGDP I, expanding our proved inventory and reducing uncertainty around nearby development. By bringing 37 wells across five pads online by the quarter-end, we have a stronger production base and even greater confidence in the opportunities ahead.”

Michael Shelly, Executive Vice President and Chief Financial Officer, added:

“Prairie generated $65.3 million of Adjusted EBITDA in the third quarter, an increase of 92% from the prior quarter, as sales volumes increased and unit operating costs declined. With Burnett and Castor now producing, our focus is on realizing the cash returns from the capital invested this year and carefully managing the spending required to sustain that production.”

“We continue to evaluate opportunities to refinance the remaining Series F preferred stock as part of our broader effort to strengthen Prairie’s balance sheet, improve financial flexibility and better align our capital structure with the scale of our operations. Our objective is to support Prairie’s operating momentum through disciplined financial management and capital allocation that creates sustainable, long-term shareholder value.”

1

Operations Update

During the third quarter of 2026, Prairie recorded sales volumes of 2,403 MBoe, an increase of 21% from the prior quarter, which equates to average daily sales volumes of 26,117 Boe/d. Oil represented approximately 56% of sales volumes, and liquids represented approximately 77%.

Operated and non-operated production reached a third-quarter peak of approximately 30,229 Boe/d at the end of September. As a result of the wells being turned in line during the third quarter, production continued to increase following quarter-end, with production reaching approximately 32,287 Boe/d by early October.

Year to date, Prairie has drilled 27 wells across four pads, with 19 wells drilled in a single run. Year-to-date wells averaged approximately 18,700 feet in measured depth, an average rate of penetration of 380 feet per hour and an average spud-to-rig-release time of 6.2 days.

The four-well Burnett pad came online at the end of August, delivering successful initial production results that validate the quality and future development potential of Prairie’s acreage. Maximum initial production averaged approximately 722 Boe/d per well, with 81% oil on a two-stream basis, and cumulative gross production reached 131,490 Boe through October 20, 2026.

Completion activities on the six-well Castor pad were finalized in September, with the wells coming online at the end of September. The late-quarter start limited Castor’s contribution to third-quarter average production.

The strong drilling, completion and early production performance supported the conversion of 30 gross possible locations to proved undeveloped locations within the 5,700-acre Genesis OGDP I. These results reinforce the commercial viability of nearby undeveloped locations, de-risk Prairie’s near-term development inventory and provide greater confidence in future development across the project area. The Company remains focused on well performance, operating efficiency and disciplined capital allocation.

2

Summary Financial Highlights

		Three Months Ended								% Change				Three Months Ended				% Change				Nine Months Ended								% Change
		September 30,				June 30,				Q326 to				September 30,				Q326 to				September 30,								YTD 2026 to
		2026				2026				Q226				2025				Q325				2026					2025 (1)			YTD 2025
	(In thousands)
Total revenue		$	129,502			$	98,859				31	%		$	77,721				67	%		$	311,778			$	158,638				97	%
Net (loss) income attributable to Prairie Operating Co. common stockholders		$	(33,994	)		$	193,794				NM			$	(22,508	)			(51)	%		$	(14,597	)		$	(67,478	)			78	%
Adjusted EBITDA (2)		$	65,304			$	34,010				92	%		$	56,315				16	%		$	136,446			$	99,518				37	%

NM

Percent not meaningful

 ⁽¹⁾

Total revenue and net loss attributable to Prairie Operating Co. common stockholders for the nine months ended September 30, 2025, includes revenues and related expenses attributable to the assets acquired from Bayswater Resources, LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP, and Bayswater Exploration & Production, LLC (collectively, “Bayswater”) beginning on March 26, 2025, the closing date of the Bayswater acquisition, through September 30, 2025.

 ⁽²⁾

Adjusted EBITDA is a non-GAAP financial measure. See "Non-GAAP Financial Measures" for the definition and a reconciliation of GAAP to non-GAAP financial measures used in this press release.

3

Revenues, Sales Volumes, and Operational Metrics

Revenue for the third quarter of 2026 was $129.5 million, including $114.0 million related to oil, an increase in total revenue of 31% from the prior quarter. Sales volumes totaled 2,403 MBoe, or 26,117 Boe/d, and were comprised of approximately 56% oil and 77% liquids.

For the third quarter of 2026, lease operating expenses were $13.7 million, or $5.71 per Boe, a decline of 17% from the prior quarter on a per-Boe basis. Transportation and processing expenses were $2.4 million, or $1.00 per Boe; ad valorem and production taxes were $11.9 million, or $4.96 per Boe; and general and administrative expenses were $11.0 million, or $4.56 per Boe.

		Three Months Ended								% Change				Three Months Ended					% Change			Nine Months Ended								% Change
		September 30,				June 30,				Q326 to				September 30,					Q326 to			September 30,								YTD 2026
		2026				2026				Q226				2025					Q325			2026				2025 (1)				to 2025
Revenues (in thousands)
Oil revenue		$	113,969			$	93,458				22	%		$	64,906				76	%		$	275,265			$	133,635				106	%
Natural gas revenue (2) (3)			3,537				(4,292	)			182	%			5,099				(31	)%			8,201				7,645				7	%
NGL revenue (3)			11,996				9,693				24	%			7,716				55	%			28,312				17,358				63	%
Total revenues		$	129,502			$	98,859				31	%		$	77,721				67	%		$	311,778			$	158,638				97	%
Sales volumes
Oil (MBbls)			1,349				992				36	%			1,106				22	%			3,340				2,149				55	%
Natural gas (MMcf)			3,359				3,299				2	%			3,513				(4	)%			10,196				7,338				39	%
NGL (MBbls)			494				448				10	%			428				15	%			1,439				957				50	%
Total sales volumes (MBoe) (4)			2,403				1,990				21	%			2,120				13	%			6,478				4,329				50	%
% oil			56	%			50	%							52	%							52	%			50	%
% liquids			77	%			72	%							72	%							74	%			72	%
Average sales volumes per day (Boe/d)			26,117				21,866				19	%			23,029				13	%			23,730				15,917				49	%
Average realized price (excluding effects of derivatives)
Oil (per Bbl)		$	84.48			$	94.21				(10	)%		$	58.70				44	%		$	82.41			$	62.18				33	%
Natural gas (per Mcf) (2) (3)		$	1.05			$	(1.30	)			181	%		$	1.45				(28	)%		$	0.80			$	1.04				(23	)%
NGL (per Bbl) (3)		$	24.28			$	21.64				12	%		$	18.03				35	%		$	19.67			$	18.14				8	%
Average realized price (per Boe)		$	53.90			$	49.68				8	%		$	36.68				47	%		$	48.13			$	36.64				31	%
Average sales price (including effects of derivatives)
Oil (per Bbl)		$	62.24			$	59.79				4	%		$	61.39				1	%		$	59.80			$	65.25				(8	)%
Natural gas (per Mcf) (2) (3)		$	2.14			$	(0.20	)			NM			$	2.97				(28	)%		$	1.27			$	1.90				(33	)%
NGL (per Bbl) (3)		$	19.98			$	16.72				19	%		$	17.32				15	%		$	16.48			$	17.37				(5	)%
Average price (per Boe)		$	42.04			$	33.25				26	%		$	40.47				4	%		$	36.49			$	39.45				(8	)%
Operating expense per BOE
Lease operating expenses		$	5.71			$	6.85				(17	)%		$	7.25				(21	)%		$	6.51			$	6.64				(2	)%
Transportation and processing		$	1.00			$	1.22				(18	)%		$	1.04				(4	)%		$	1.13			$	1.05				8	%
Ad valorem and production taxes		$	4.96			$	4.01				24	%		$	2.21				124	%		$	4.13			$	2.78				49	%
Depreciation, depletion, and amortization		$	10.78			$	8.58				26	%		$	7.61				42	%		$	9.08			$	7.04				29	%
General and administrative expenses		$	4.56			$	6.01				(24	)%		$	5.79				(21	)%		$	6.14			$	7.92				(22	)%

NM

Percent not meaningful

⁽¹⁾

Total revenues, sales volumes, and operating expenses per Boe for the nine months ended September 30, 2025, include revenues, sales volumes, and operating expenses per Boe from the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the Bayswater Acquisition, through September 30, 2025.

⁽²⁾

For the three months ended June 30, 2026, we realized negative natural gas revenue and average realized prices (excluding and including the effects of derivatives) due to lower gross sales, driven by decreased pricing during the quarter, compared to gathering and processing fees.

⁽³⁾

We have reclassified certain gathering and processing fees presented net within natural gas and NGL sales for the three and nine months ended September 30, 2025 to conform with the allocation used during the three months ended June 30, 2026 and the three and nine months ended September 30, 2026. This reallocation has no impact on our total revenues or net (loss) income attributable to Prairie Operating Co. as reported on the condensed consolidated statements of operations.

⁽⁴⁾

MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.

4

Liquidity and Capital Resources

As of September 30, 2026, we had cash and cash equivalents of $7.8 million and availability of $3.0 million under the reserve-based credit agreement with Citibank, N.A. (the “Credit Facility”). As of September 30, 2026, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

Commodity Hedges

As of September 30, 2026, we had the following outstanding crude oil, natural gas, and NGL derivative contracts in place, which settle monthly and are indexed to NYMEX West Texas Intermediate, NYMEX Henry Hub, and Mont Belvieu OPIS, respectively:

			Settling October 1, 2026 through December 31, 2026				Settling January 1, 2027 through December 31, 2027				Settling January 1, 2028 through December 31, 2028				Settling January 1, 2029 through December 31, 2029
Crude Oil Swaps:
Notional volume (Bbls)			1,367,376				4,662,503				2,862,307				210,000
Weighted average price ($/Bbl)		$	63.23			$	62.51			$	62.17			$	61.57
Natural Gas Swaps:
Notional volume (MMBtus)			4,300,655				14,082,126				5,606,357				400,000
Weighted average price ($/MMBtu)		$	4.09			$	4.08			$	4.02			$	4.11
Ethane Swaps:
Notional volume (Bbls)			120,246				400,675				220,109				—
Weighted average price ($/Bbl)		$	11.17			$	10.70			$	9.96			$	—
Propane Swaps:
Notional volume (Bbls)			152,034				522,684				199,160				—
Weighted average price ($/Bbl)		$	28.80			$	26.85			$	25.93			$	—
Iso Butane Swaps:
Notional volume (Bbls)			22,142				74,572				35,088				—
Weighted average price ($/Bbl)		$	35.84			$	31.77			$	30.77			$	—
Normal Butane Swaps:
Notional volume (Bbls)			54,147				184,140				74,903				—
Weighted average price ($/Bbl)		$	36.02			$	31.95			$	30.36			$	—
Pentane Plus Swaps:
Notional volume (Bbls)			47,452				160,242				78,806				—
Weighted average price ($/Bbl)		$	55.76			$	53.31			$	52.81			$	—

5

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 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 “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 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.

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

720-716-5415

6

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share amounts)

		September 30,   2026					December 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	7,751			$	20
Oil, natural gas, and NGL accrued revenue			43,857				22,728
Joint interest and other receivables			7,560				23,106
Derivative assets, net			—				28,812
Inventory			2,672				3,604
Prepaid expenses and other current assets			2,605				1,452
Total current assets			64,445				79,722
Property and equipment:
Oil and natural gas properties, successful efforts method of accounting including $45,787 and $57,897 excluded from depletable base as of September 30, 2026 and December 31, 2025, respectively			1,072,924				852,732
Other property and equipment			24,367				21,067
Less: Accumulated depreciation, depletion, and amortization			(107,907	)			(49,343	)
Total property and equipment, net			989,384				824,456
Deferred tax asset			15,342				—
Derivative assets, net			—				24,627
Debt issuance costs, net			12,171				12,642
Operating lease assets			5,168				2,966
Other non–current assets			167				133
Total assets		$	1,086,677			$	944,546
Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	107,096			$	62,792
Oil, natural gas, and NGL revenue payable			30,184				30,300
Ad valorem and production taxes payable			25,517				31,385
Derivative liabilities, net			90,311				—
Operating lease liabilities			1,565				1,300
Total current liabilities			254,673				125,777
Long–term liabilities:
Credit facility			472,000				366,000
Subordinated note – related party			1,458				1,458
Series F convertible preferred stock embedded derivatives, at fair value			8,991				15,853
Series F convertible preferred stock warrants, at fair value			5,437				90,134
Incremental share right liability, at fair value			7,243				—
Derivative liabilities, net			47,072				—
Oil, natural gas, and NGL revenue payable			33,238				27,402
Ad valorem and production taxes payable			25,037				22,751
Deferred tax liability			—				21,652
Asset retirement obligation			3,933				4,019
Operating lease liabilities			3,785				1,792
Other long-term liabilities			992				1,398
Total long–term liabilities			609,186				552,459
Total liabilities			863,859				678,236
Commitments and contingencies
Mezzanine equity:
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 74,506 and 121,050 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively			21,337				136,146
Stockholders’ equity:
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 44 and 5,982 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively			—				—
Common stock; $0.01 par value; 500,000,000 shares authorized, and 118,681,858 and 62,499,375 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively			1,189				625
Treasury stock, at cost; 715,955 and 111,357 shares as of September 30, 2026 and December 31, 2025, respectively			(1,778	)			(531	)
Additional paid–in capital			382,375				217,785
Accumulated deficit			(180,305	)			(87,715	)
Total stockholders’ equity			201,481				130,164
Total liabilities, mezzanine equity, and stockholders’ equity		$	1,086,677			$	944,546

7

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except share amounts)

			Three Months Ended September 30,								Nine Months Ended September 30,
			2026				2025				2026				2025
Revenues:
Crude oil, natural gas, and NGL revenues		$	129,502			$	77,721			$	311,778			$	158,638
Operating expenses:
Lease operating expenses			13,737				15,371				42,206				28,732
Transportation and processing expenses			2,395				2,200				7,317				4,567
Ad valorem and production taxes			11,916				4,676				26,691				12,049
Depreciation, depletion, and amortization			25,900				16,113				58,819				30,500
Exploration expenses			2				40				543				785
Abandonment and impairment of unproved properties			669				—				1,277				—
General and administrative expenses			10,963				12,273				39,801				34,268
Total operating expenses			65,582				50,673				176,654				110,901
Other (expenses) income:
Interest expense			(10,353	)			(9,039	)			(28,583	)			(19,541	)
(Loss) gain on derivatives, net			(134,196	)			8,974				(266,177	)			36,227
Gain (loss) on adjustment to fair value – financial instrument liabilities			13,079				(25,914	)			29,461				(30,451	)
Interest income and other			202				218				591				381
Total other expenses			(131,268	)			(25,761	)			(264,708	)			(13,384	)
(Loss) income from operations before income taxes			(67,348	)			1,287				(129,584	)			34,353
Income tax benefit			18,414				—				36,994				—
Net (loss) income attributable to Prairie Operating Co.			(48,934	)			1,287				(92,590	)			34,353
Series F preferred stock declared dividends			(2,426	)			(4,252	)			(8,694	)			(7,540	)
Series F preferred stock undeclared dividends			34				443				(746	)			(1,204	)
Remeasurement of Series F preferred stock			17,332				(19,986	)			87,433				(93,087	)
Net loss attributable to Prairie Operating Co. common stockholders		$	(33,994	)		$	(22,508	)		$	(14,597	)		$	(67,478	)
Loss per common share
Basic		$	(0.26	)		$	(0.44	)		$	(0.14	)		$	(1.66	)
Diluted		$	(0.28	)		$	(0.44	)		$	(0.70	)		$	(1.66	)
Weighted average common shares outstanding
Basic			131,043,270				50,624,457				102,313,884				40,582,092
Diluted			205,241,741				50,624,457				189,099,527				40,582,092

8

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

		Nine Months Ended September 30,
		2026				2025
Cash flows from operating activities:
Net (loss) income attributable to Prairie Operating Co.		$	(92,590	)		$	34,353
Adjustments to reconcile net (loss) income attributable to Prairie Operating Co. to net cash provided by operating activities
Depreciation, depletion, and amortization			58,819				30,500
Abandonment and impairment of unproved properties			1,277				—
Stock–based compensation			12,165				7,845
Unrealized loss (gain) on derivatives			190,821				(24,052	)
(Gain) loss on adjustment to fair value – financial instrument liabilities			(29,461	)			30,451
Deferred income taxes			(36,994	)			—
Amortization of deferred financing costs			3,199				3,902
Changes in operating assets and liabilities:
Oil, natural gas, and NGL accrued revenue			(21,130	)			(45,692	)
Joint interest and other receivables			14,922				(8,470	)
Inventory, prepaid expenses, and other current assets			1,027				(5,949	)
Accounts payable, accrued expenses, and other current liabilities			19,183				22,966
Revenue, ad valorem, and production taxes payable			2,139				21,530
Net cash provided by operating activities			123,377				67,384
Cash flows from investing activities:
Development of oil and natural gas properties			(185,525	)			(126,184	)
Other asset and leasehold purchases			(15,031	)			(15,724	)
Cash paid for Bayswater asset purchase, net of cash received			—				(467,461	)
Cash received from payment on note receivable			—				833
Net cash used in investing activities			(200,556	)			(608,536	)
Cash flows from financing activities:
Borrowings on the Credit Facility			177,000				389,000
Repayments on the Credit Facility			(71,000	)			—
Debt issuance costs associated with the Credit Facility			(2,728	)			(15,670	)
Proceeds from the issuance of Common Stock			2,098				43,817
Financing costs associated with the issuance of Common Stock			(148	)			(3,603	)
Proceeds from the issuance of Series F Preferred Stock			—				148,250
Financing costs associated with the issuance of Series F Preferred Stock			—				(12,171	)
Redemption of Series F Preferred Stock			(19,105	)			—
Payments of the Subordinated Note – related party			—				(3,214	)
Proceeds from option exercises			40				633
Treasury stock repurchased			(1,247	)			(442	)
Net cash provided by financing activities			84,910				546,600
Net increase in cash and cash equivalents			7,731				5,448
Cash and cash equivalents, beginning of the period			20				5,192
Cash and cash equivalents, end of the period		$	7,751			$	10,640

9

Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities for the periods presented:

		Nine Months Ended September 30,
		2026					2025
		(In thousands)
Non–cash investing and financing activities:
Common Stock issued upon conversion of Series F Preferred Stock		$	52,452			$	27,148
Common Stock issued for Series F Preferred Stock dividends (1)		$	8,300			$	7,540
Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price (2)		$	—			$	16,000
Common Stock issuance costs included in accrued liabilities		$	—			$	254
Bayswater transaction costs included in accrued liabilities		$	—			$	6,035
Common Stock issued upon conversion of Series D Preferred Stock		$	33			$	8,475
Common Stock issued upon option exercise		$	42			$	—
Common Stock issued upon conversion of Senior Convertible Note (3)		$	—			$	18,164

⁽¹⁾

The Company has elected to issue shares of its common stock, par value $0.01 per share (“Common Stock”) for the quarterly Series F Preferred Stock dividends beginning June 1, 2025.

⁽²⁾

The Company issued approximately 3.7 million shares of Common Stock to Bayswater as part of the Bayswater acquisition.

⁽³⁾

During the nine months ended September 30, 2025, YA II PN, LTD. converted the remaining $11.3 million of the initial $15.0 million convertible promissory note in exchange for 2.1 million shares of Common Stock.

10

Prairie Operating Co. and Subsidiaries

 Non-GAAP Financial Measures

Reconciliation of Net (Loss) Income to Adjusted EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure that 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) income attributable to Prairie Operating Co. and represents earnings before depreciation, depletion, and amortization, abandonment and impairment of unproved properties, non-cash stock-based compensation, interest expense, net, unrealized loss (gain) on derivatives, non-cash (gain) loss on adjustment to fair value – financial instrument liabilities, litigation and severance settlement expense, and income tax benefit, all as applicable. We present Adjusted EBITDA because the adjustments listed above 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, because 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 a reconciliation of the GAAP financial measure of net (loss) income attributable to Prairie Operating Co. to the non-GAAP financial measure of Adjusted EBITDA for the periods indicated:

		Three Months Ended   September 30,								Nine Months Ended   September 30,
		2026				2025				2026				2025(1)
		(In thousands)
Net (loss) income attributable to Prairie Operating Co.		$	(48,934	)		$	1,287			$	(92,590	)		$	34,353
Adjustments:
Depreciation, depletion, and amortization			25,900				16,113				58,819				30,500
Abandonment and impairment of unproved properties (2)			669				—				1,277				—
Non-cash stock-based compensation			3,125				4,123				12,165				7,908
Interest expense, net			10,103				8,613				28,038				18,952
Unrealized loss (gain) on derivatives			105,717				(962	)			190,821				(24,052	)
Non-cash (gain) loss on adjustment to fair value – financial instrument liabilities (3)			(13,079	)			25,914				(29,461	)			30,451
Litigation and severance settlement expense			217				1,227				4,371				1,406
Income tax benefit (4)			(18,414	)			—				(36,994	)			—
Adjusted EBITDA		$	65,304			$	56,315			$	136,446			$	99,518

⁽¹⁾

Net income attributable to Prairie Operating Co. for the nine months ended September 30, 2025 includes revenue and related expenses attributable to the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the Bayswater Acquisition, through September 30, 2025.

⁽²⁾

Reflects the abandonment of unproved locations which we have deemed non–core and allowed to expire.

⁽³⁾

Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.

⁽⁴⁾

Reflects the deferred income tax benefit recognized for the three and nine months ended September 30, 2026.

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