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  4. [8-K] Prairie Operating Co. Reports Material Event

Prairie Operating (NASDAQ: PROP) revises $475M credit facility and Series F conversion, warrant terms

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

Rhea-AI Filing Summary

Prairie Operating Co. amended its primary credit facility, entering a Second Amendment to its Amended and Restated Credit Agreement with Citibank and other lenders. The amendment reaffirms a $475,000,000 borrowing base, adjusts covenants tied to distributable free cash flow and reporting, and increases how frequently the borrowing base can be redetermined.

The company also signed a letter agreement with Hudson Bay PH XIX LLC covering remaining Series F Convertible Preferred Stock. Prairie will allow those preferred shares to convert into additional common stock, in total not exceeding 21,156,339 shares, under the existing certificate of designation. The parties changed the Anniversary Warrant issuance date from July 8, 2026 to August 7, 2026 and reduced the warrant share formula from 75% to 65% of stated value, while updating related warrant documentation.

Positive

  • None.

Negative

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Insights

Prairie adjusts credit terms and preferred equity mechanics without changing headline borrowing capacity.

The amendment keeps the $475,000,000 borrowing base in place while revising covenants and increasing the frequency of borrowing base redeterminations. More frequent redeterminations can tighten alignment between the facility and underlying asset values but also introduce more periodic review.

The Series F letter agreement permits conversion of remaining preferred shares into up to 21,156,339 common shares and modifies Anniversary Warrants by shifting the issuance date and cutting the warrant calculation from 75% to 65% of stated value. This combination may change the mix between near-term conversion and later warrant-driven issuance, with the net impact on ownership structure depending on actual holder elections.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Borrowing base $475,000,000 Reaffirmed under amended and restated credit agreement
Max additional common from Series F 21,156,339 shares Cap on incremental common shares from Series F conversion
Original Anniversary Warrant date July 8, 2026 Prior Anniversary Warrant issuance date in purchase agreement
New Anniversary Warrant date August 7, 2026 Revised Anniversary Warrant issuance date in letter agreement
Prior warrant stated value factor 75% Previous share calculation factor of stated value for warrants
New warrant stated value factor 65% Revised share calculation factor of stated value for warrants
borrowing base financial
"Among other things, the Amendment (i) reaffirmed a borrowing base of $475,000,000"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
Amended and Restated Credit Agreement financial
"Second Amendment to Amended and Restated Credit Agreement"
An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.
distributable free cash flow financial
"modified certain covenants relating to the Company’s distributable free cash flow"
Series F Convertible Preferred Stock financial
"remaining shares of the Company’s Series F Convertible Preferred Stock"
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.
Anniversary Warrants financial
"reduce the number of shares of Common Stock issuable upon exercise of the Anniversary Warrants"
Anniversary warrants are long-term options issued by a company that give the holder the right to buy shares at a set price on one or more annual “anniversary” dates. They matter to investors because they can create future share dilution if exercised, or provide the company with cash if holders buy shares; think of them like coupons that can be redeemed each year for stock at a fixed price.
Certificate of Designation financial
"in accordance with the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
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Understanding 8-K Material Events →
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):  June 10, 2026

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

Delaware
001-41895
98-0357690
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

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

(713) 424-4247
(Registrant’s Telephone Number, Including Area Code)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which
registered
Common Stock, par value $0.01 per share
  
PROP
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b‑2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 1.01
Entry into a Material Definitive Agreement.
 
Second Amendment to Amended & Restated Credit Agreement

On June 10, 2026, Prairie Operating Co. (the “Company” or “Prairie”) entered into a Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Citibank, N.A., as administrative agent, and the other financial institutions party thereto, which amends the Amended and Restated Credit Agreement, dated as of March 26, 2025 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2025, the “A&R Credit Agreement”), by and among the Company, Citibank, N.A., as administrative agent, and the other financial institutions party thereto.

Among other things, the Amendment (i) reaffirmed a borrowing base of $475,000,000, (ii) modified certain covenants relating to the Company’s distributable free cash flow and certain other reporting and notice requirements and (iii) increased the cadence of scheduled borrowing base redeterminations and the number of interim borrowing base redeterminations which may occur in any fiscal year.

Other than in respect of the A&R Credit Agreement and related documents or as previously disclosed by the Company in its filings with the Securities and Exchange Commission (the “SEC”), neither the Company nor any of its affiliates have any material relationship with any of the other parties to the A&R Credit Agreement and related documents, other than that each of the lenders may have performed, and may in the future perform, various commercial banking, investment banking, underwriting, trust and other financial advisory services for the Company and/or its affiliates, for which it may have received, and may in the future receive, customary fees and expenses.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Series F Convertible Preferred Stock – Letter Agreement

On June 10, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Hudson Bay PH XIX LLC (“High Trail”), pursuant to which the parties agreed, among other things, that with respect the remaining shares of the Company’s Series F Convertible Preferred Stock (the “Series F Preferred Stock”) held by High Trail or its affiliates, the Company will allow High Trail to convert such shares into an incremental amount of additional shares of the Company’s common stock (the “Common Stock”) in an aggregate amount not to exceed 21,156,339 shares of Common Stock and otherwise pursuant to and in accordance with the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”).  Pursuant to the Letter Agreement, the Company and High Trail also agreed to (i) amend Section 4(w) of the Securities Purchase Agreement, dated as of March 24, 2025, between the Company and High Trail, as amended (the “Purchase Agreement”), to change the “Anniversary Warrant Issuance Date” from July 8, 2026 to August 7, 2026, and (ii) reduce the number of shares of Common Stock issuable upon exercise of the Anniversary Warrants (as defined in the Series F Certificate of Designation) from (1) a number of shares equal to the quotient of (A) 75% of the Stated Value (as defined in the Series F Certificate of Designation) of all Series F Preferred Stock held by such holder on July 8, 2026, divided by (B) the average of the 10 daily volume-weighted average per share trading prices of the Common Stock during the 10 trading days prior to the issuance date of the Anniversary Warrants, to (2) a number of shares equal to the quotient of (A) 65% of the Stated Value of all Series F Preferred Stock held by such holder on August 7, 2026, divided by (B) the average of the 10 daily volume-weighted average per share trading prices of the Common Stock during the 10 trading days prior to the issuance date of the Anniversary Warrants. The Letter Agreement also amends certain footnotes in the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement to replace certain references to July 8, 2026 with references to August 7, 2026.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is incorporated by reference into this Item 2.03.

Item 3.03
Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Letter Agreement is incorporated by reference into this Item 3.03.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

10.1
Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, by and among Prairie Operating Co., Citibank, N.A and the other credit parties party thereto (including Annex A, which is a conformed copy of the Amended and Restated Credit Agreement).
104
Cover Page Interactive Data File-formatted as Inline XBRL.

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: June 11, 2026
  
   
 
Prairie Operating Co.
   
 
By:
/s/ Daniel T. Sweeney
 
Name:
Daniel T. Sweeney
 
Title:
Executive Vice President, General Counsel and
Corporate Secretary

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Prairie Operating Co. (PROP) change in its credit agreement?

Prairie Operating Co. amended its main credit facility, reaffirming a $475,000,000 borrowing base. The amendment also revised covenants linked to distributable free cash flow, reporting and notice requirements, and increased the frequency of scheduled and interim borrowing base redeterminations.

How large is Prairie Operating Co.’s borrowing base after the amendment?

The borrowing base under Prairie Operating Co.’s amended credit agreement is reaffirmed at $475,000,000. This figure represents the maximum amount available under the facility, subject to ongoing redeterminations and compliance with the amended covenants and reporting requirements.

What is the impact of the Series F Convertible Preferred Stock letter agreement for PROP?

The letter agreement lets remaining Series F Convertible Preferred Stock held by Hudson Bay PH XIX LLC convert into additional common shares, capped at 21,156,339 shares. These conversions follow the existing Series F Certificate of Designation terms governing preferences, rights and limitations.

How did Prairie Operating Co. change the Anniversary Warrants terms?

Prairie and Hudson Bay PH XIX LLC moved the Anniversary Warrant issuance date from July 8, 2026 to August 7, 2026. They also reduced the share calculation from 75% to 65% of stated value, while keeping the volume-weighted average price formula and updating related warrant footnotes.

Who are the key counterparties in Prairie Operating Co.’s June 2026 agreements?

Citibank, N.A. acts as administrative agent, with other financial institutions as lenders under the amended credit agreement. Hudson Bay PH XIX LLC is the counterparty to the Series F Convertible Preferred Stock letter agreement and related changes to the Anniversary Warrants and purchase agreement.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents