Prairie Operating Co. (NASDAQ: PROP) posts strong 2025 EBITDA, sets 2026 guidance
Filing Impact
Filing Sentiment
Form Type
8-K
Prairie Operating Co. reported a transformational 2025, driven by its Bayswater acquisition and ramped DJ Basin development. Total revenues reached $241.6 million, largely from crude oil sales of $204.0 million, on production of 6,748 MBoe, about half oil and roughly 73% liquids.
The company generated net income from continuing operations of $32.1 million but recorded a net loss attributable to common stockholders of $60.9 million, or $(1.35) per share, mainly due to Series F preferred stock dividends and remeasurement. Adjusted EBITDA was $155.5 million, up from a negative figure in 2024, while capital expenditures totaled $183.4 million.
Prairie paid $459.6 million in cash for the Bayswater asset purchase and ended 2025 with a PV-10 of $1.22 billion on total proved reserves of 121.1 MMBoe, all in the DJ Basin. The balance sheet showed $366.0 million outstanding under its Credit Facility and about $109.0 million of liquidity. For 2026, the company guides to net income of $55–65 million and Adjusted EBITDA of $240–260 million, supported by extensive crude oil, gas, and NGL hedges at fixed prices through 2029.
Positive
- Transformational financial improvement: 2025 revenues climbed to $241.6M with Adjusted EBITDA of $155.5M and net income from continuing operations of $32.1M, supported by the Bayswater acquisition and strong DJ Basin development.
- Reserve and value growth: Total proved reserves reached 121.1 MMBoe, all in the DJ Basin, with PV-10 of $1.22B and a standardized measure of $851.7M as of December 31, 2025.
Negative
- Common shareholders still in loss: Despite positive net income from continuing operations, preferred stock dividends and remeasurement led to a $60.9M net loss attributable to common stockholders in 2025.
- Higher leverage and thin cash: The company ended 2025 with $366.0M outstanding under its Credit Facility and only $20K of cash on hand, relying on borrowing availability to support approximately $109.0M of liquidity.
Insights
Prairie shows a sharp operational turnaround in 2025, but prefers and leverage temper the headline improvement.
Prairie Operating Co. shifted from a small revenue base to a scaled operator, posting $241.6 million of 2025 revenue and $155.5 million of Adjusted EBITDA. The Bayswater acquisition and new pad developments in Weld County underpinned production of 6,748 MBoe with liquids-rich volumes, supporting margins.
Despite $32.1 million of net income from continuing operations, common shareholders saw a $60.9 million loss after $11.3 million in Series F preferred dividends and an $80.5 million remeasurement charge. The capital program was intensive, with cash paid for the Bayswater asset purchase of $459.6 million plus $177.7 million of development spend.
PV-10 expanded to $1.22 billion on 121.1 MMBoe of proved reserves, but this came alongside $366.0 million drawn on the Credit Facility and only about $109.0 million of liquidity as of December 31, 2025. 2026 guidance for Adjusted EBITDA of $240–260 million and net income of $55–65 million assumes continued execution and the benefit of extensive hedges with oil swaps mostly in the low $60s/Bbl and gas around $4.00/MMBtu.
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
Total revenues: $241.6M
Net income from continuing operations: $32.1M
Net loss to common stockholders: $60.9M
+5 more
8 metrics
Total revenues
$241.6M
Year ended December 31, 2025
Net income from continuing operations
$32.1M
Year ended December 31, 2025
Net loss to common stockholders
$60.9M
Year ended December 31, 2025
Adjusted EBITDA
$155.5M
Year ended December 31, 2025
PV-10
$1.22B
Proved reserves as of December 31, 2025
Cash paid for Bayswater asset purchase
$459.6M
Year ended December 31, 2025
Credit Facility balance
$366.0M
Outstanding as of December 31, 2025
2026 Adjusted EBITDA guidance
$240–260M
Full-year 2026 guidance range
Key Terms
Adjusted EBITDA, PV-10, Standardized measure, Bayswater asset purchase, +2 more
6 terms
Adjusted EBITDA financial
"Our team delivered record production and Adjusted EBITDA (1)"
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.
PV-10 financial
"Standardized measure of discounted future net cash flows, PV-10, and the prices used"
PV-10 is a valuation metric that estimates the present value of future oil and gas production cash flows, discounted at 10% and stated before income taxes. Think of it as the current price tag on a company’s proven reserves, calculated by shrinking future revenue streams to today’s dollars using a 10% rate. Investors use PV-10 to compare the relative worth of reserves and assess how much future production could contribute to a company’s value, much like comparing the upfront price of different rental properties based on expected future rent.
Standardized measure financial
"Standardized measure of discounted future net cash flows | | $ | 851,702"
A standardized measure is a consistent, agreed method for calculating or expressing a financial, medical, or regulatory quantity so results can be compared fairly across companies, time periods, or studies. Like using the same ruler to measure different boxes, it helps investors compare performance, risk or safety on an apples‑to‑apples basis, making it easier to spot trends, outliers and make informed decisions.
Bayswater asset purchase financial
"Cash paid for Bayswater asset purchase | | $ | 459,593"
Credit Facility financial
"the Credit Facility had a borrowing base of $475.0 million"
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.
derivative contracts financial
"under the terms of our derivative contracts as of December 31, 2025"
Derivative contracts are agreements whose value depends on the price or outcome of something else—an underlying asset or event like a stock, bond, commodity, interest rate, or market index. They matter to investors because they can be used to protect against losses (like insurance), to place targeted bets, or to amplify gains and losses; therefore derivatives can change a portfolio’s risk and potential return without buying the underlying asset directly.
Earnings Snapshot
Total revenues: $241.6M · Guidance included
Year Ended December 31, 2025
Total revenues
$241.6M
Net income from continuing operations
$32.1M
Net loss attributable to common stockholders
$60.9M
Loss per share, basic and diluted
$(1.35)
Adjusted EBITDA
$155.5M
Guidance
For 2026, Prairie forecasts net income of $55–65M and Adjusted EBITDA of $240–260M.
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): March 30, 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. ☐
| Item 2.02 |
Results of Operations and Financial Condition.
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On March 30, 2026, Prairie Operating Co. announced its financial results for the year ended December 31, 2025 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.
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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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Press Release, dated March 30, 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: March 30, 2026
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Exhibit 99.1
Prairie Operating Co. Announces Year End 2025 Results
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2025 total revenue of $241.6 million (approximately $315.0 million including Bayswater), an increase of approximately 3,000% year-over-year
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Record Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater), an increase of over 975% year-over-year
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Approximately 3,900% increase in yearly production to an average of 18,500 Boe/d (approximately 24,000 Boe/d including Bayswater) (50% oil /
73% liquids)
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Current production rate of approximately 28,000 net Boe/d
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Reached agreement to extend grant of Series F Preferred equity anniversary warrants
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Houston, Texas, March 30, 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 year ended December 31, 2025.
Recent Key Highlights
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Record total production of 6.75 million of barrels of oil equivalent (“MMBoe”) (approximately 73% liquids).
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Proved reserves of 121,119 MBoe, 43% of which are proved undeveloped with a discounted future net cash flows of $851.7 million, PV-10(1)
of $1,219.8 million.
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Expanded hedging program, securing favorable commodity pricing through 2029.
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Closed and completed transition services period for $602.75 million acquisition of assets from Bayswater Exploration & Production.
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Completed six additional complementary acquisitions, adding approximately 44,000 net acres at attractive metrics.
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Exited 2025 with a current production rate of approximately 28,000 net Boe/d, reflecting the strength of the Company’s asset base and the impact of
development activity during the year.
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(1) EBITDA and PV-10 are Non-GAAP measures, 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:
“2025 marked a transformational year for Prairie. We materially scaled production, expanded margins, fully
integrated the Bayswater assets, and strengthened our balance sheet while maintaining capital discipline and operational excellence.”
“Our team delivered record production and Adjusted EBITDA (1), giving us strong momentum
entering 2026. With a deep inventory of high-quality drilling locations, expanded hedge protection, and growing scale in the DJ Basin, we believe Prairie is well positioned to execute on its strategy and create long-term shareholder value.”
Year End 2025 Results Summary
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Revenue of $241.6 million (approximately $315.0 million including Bayswater), driven by realized prices (excluding hedges) of $59.91 per barrel for oil, $18.16 per barrel for NGLs, and $0.88 per Mcf for natural gas.
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Net loss attributable to common stockholders of $60.9 million, or $1.35 basic loss per share.
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Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater) compared to $(17.7) million for the year
ended December 31, 2024.
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Capital expenditures incurred of $183.4 million, approximately 35% below midpoint of guidance.
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Net cash provided by operating activities of $153.9 million.
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Proved reserves of 121,119 MBoe, 43% of which are proved undeveloped.
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Standardized measure of discounted future net cash flows of $851.7 million, PV-10(1) of $1,219.8 million.
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(1) Adjusted EBITDA and PV-10 are Non-GAAP measures, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures
used throughout this Current Report on Form 8-K.
2025 Operational Summary
Operationally, 2025 marked a significant step forward for Prairie as the Company completed the transition period following the Bayswater acquisition and assumed full
operational control of those assets.
On April 1, 2025, we launched the development program at our Rusch pad development in Weld County, which consists of 11 two-mile lateral wells. The Rusch wells came
online late in September 2025 with initial average oil and natural gas production measured before any deductions for fuel, flare, or vented volumes (“Two-stream”) gross production of 475 Boe/d.
On April 28, 2025, we announced our plan to begin completions on nine previously drilled but uncompleted wells acquired in the Bayswater Acquisition. Completion
activities at the Opal/Coalbank pad began in May 2025, and the wells came online mid-July 2025 with initial average Two-stream gross production of 725 Boe/d.
On June 1, 2025, we moved the drilling rig to our Noble pad development in Weld County, which consists of seven wells. The Noble wells came online in November 2025
with initial average Two-stream gross production of 550 Boe/d.
In September 2025, we moved the drilling rig to our then-recently acquired Simpson pad development in Weld County, which consists of six wells. Three of the Simpson
pad wells came online in December 2025 and the remainder came online in January 2026 with initial average Two-stream gross production of 500 Boe/d.
In December 2025, we moved the drilling rig to our Blehm pad and then our Schneider pad, both of which are in Weld County and consist of five wells each. Completion
activities at the Blehm and Schneider pads are ongoing and first production is expected early in the second quarter of 2026.
At the end of 2025, we moved the drilling rig to our Elder East and West pad, which consists of nine wells. Drilling at the Elder East and West pad is expected to be
completed towards the end of the first quarter of 2026.
Year End 2025 Results
Key Financial Highlights
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(In thousands, except per share amounts)
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Year Ended December 31, 2025
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Total revenues
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$
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241,648
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Net loss attributable to common stockholders
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$
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(60,907
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)
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Loss per share – basic & diluted
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$
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(1.35
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)
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Adjusted EBITDA
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$
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155,535
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Capital expenditures
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$
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183,352
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Reserves
Our reserve estimates as of December 31, 2025, are based on a reserve report prepared by Cawley, Gillespie & Associates Inc. (“CG&A”) in accordance with the
rules and regulations of the SEC in Regulation S-X, Rule 4-10, and do not include probable or possible reserves. All of our proved reserves presented below are located in the DJ Basin.
The following table presents our estimated proved reserves by category, the standardized measure of discounted future net cash flows, PV-10, and the prices used in
the calculation of net proved reserves estimates for the year ended December 31, 2025:
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Year Ended December 31,
2025
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Net reserve volumes:
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Proved developed producing:
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Oil (MBbls)
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27,900
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Natural gas (MMcf)
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122,975
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NGL (MBbls)
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17,974
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Total (MBoe) (1)
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66,370
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Proved developed non-producing:
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Oil (MBbls)
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1,406
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Natural gas (MMcf)
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2,258
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NGL (MBbls)
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330
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Total (MBoe) (1)
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2,112
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Proved undeveloped:
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Oil (MBbls)
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30,725
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Natural gas (MMcf)
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70,041
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NGL (MBbls)
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10,238
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Total (MBoe) (1)
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52,637
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Total proved:
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Oil (MBbls)
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60,031
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Natural gas (MMcf)
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195,274
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NGL (MBbls)
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28,542
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Total (MBoe) (1)
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121,119
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Reserves data (in thousands):
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Standardized measure of discounted future net cash flows
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$
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851,702
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PV-10 (2)
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$
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1,219,814
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SEC Prices (3):
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Oil (per Bbl)
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$
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65.34
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Natural gas (per Mcf)
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$
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3.39
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NGL (per Bbl)
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$
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19.28
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Assumes a ratio of 6 MMcf of natural gas per MBoe.
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PV-10 is a financial measure not presented in accordance with U.S. GAAP. PV-10 is derived from the Standardized Measure, which is the most directly
comparable GAAP financial measure for proved reserves. PV-10 is a computation of the Standardized Measure on a pre-tax basis and is equal to the Standardized Measure at the applicable date, before deducting future income taxes discounted
at 10%.
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Our estimated proved reserves and the related net revenues were determined using the 12-month unweighted arithmetic average of the first-day-of-the-month
price for each month in the period January through December (“SEC Prices”). The SEC Prices are adjusted for treating costs and/or crude quality and gravity corrections.
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Revenue and Production
Revenue for the year ended December 31, 2025 was $241.6 million, $204.0 million related to oil. Production for the year ended December 31, 2025 was
6,748 MBoe and was comprised of approximately 50% oil (approximately 73% liquids).
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Year Ended December 31, 2025 (1)
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Revenues (in thousands)
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Oil revenue
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$
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204,040
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Natural gas revenue
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9,472
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NGL revenue
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28,136
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Total revenues
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$
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241,648
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Production:
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Oil (MBbls)
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3,406
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Natural gas (MMcf)
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10,753
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NGL (MBbls)
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1,550
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Total production (MBoe) (2)
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6,748
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Average sales volumes per day (Boe/d)
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18,487
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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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59.91
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Natural gas (per MMcf)
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$
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0.88
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NGL (per MBbl)
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$
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18.16
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Average realized price (per MBoe)
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$
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35.81
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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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63.87
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Natural gas (per MMcf)
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$
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1.65
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NGL (per MBbl)
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$
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17.93
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Average price (per MBoe)
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$
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38.98
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Average NYMEX prices:
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WTI (per MBbl)
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$
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65.39
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Henry Hub (per MMBtu)
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$
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3.51
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| (1) |
Total revenues and production for the year ended December 31, 2025, include revenue and production volumes from the assets acquired from Bayswater beginning
on March 26, 2025, the closing date of the acquisition, through December 31, 2025.
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MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.
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Operating Costs
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(In thousands, except per Boe amounts)
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Year Ended December 31, 2025 (1)
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Lease operating expenses
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$
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41,411
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Lease operating expenses per Boe
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$
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6.14
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Transportation and processing
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$
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8,910
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Transportation and processing per Boe
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$
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1.32
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Ad valorem and production taxes (2)
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$
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21,231
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Ad valorem and production taxes per Boe
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$
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3.15
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General and administrative expenses (3)
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$
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50,614
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General and administrative expenses per Boe
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$
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7.50
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Total operating expenses for the year ended December 31, 2025, include operating expenses for the assets acquired from Bayswater beginning on March 26, 2025,
the closing date of the acquisition, through December 31, 2025. Operating expenses per Boe for the year ended December 31, 2025 are calculated over production volumes which include volumes from the assets acquired from Bayswater beginning
on March 26, 2025, the closing date of the acquisition, through December 31, 2025.
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Ad valorem and production taxes payable for the year ended December 31, 2025 includes the quarterly Colorado production fee of $1.7 million.
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General and administrative expenses for the year ended December 31, 2025 includes non-cash long-term incentive compensation expenses of $14.8 million.
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Acquisitions and Capital Expenditures
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(In thousands)
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Year Ended December 31, 2025
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Cash paid for Bayswater asset purchase
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$
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459,593
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Capital expenditures – cash
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$
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177,700
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Other asset and leasehold purchases (1)
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$
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19,428
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Other asset and leasehold purchases for the year ended December 31, 2025 includes cash paid for Edge acquisition, the third Exok acquisition, and the Summit
and Crown acquisitions.
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Liquidity and Capital Resources
As of December 31, 2025, we had approximately $109.0 million of liquidity, primarily consisting of borrowings available under our Credit Facility. As of December 31,
2025, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.
2026 Updated Guidance
Prairie initiates 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 and $260.0 million.
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(1) Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used
throughout this Current Report on Form 8-K.
Commodity Hedges
The following table reflects contracted volumes and weighted average prices we will receive under the terms of our derivative contracts as of December 31, 2025:
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Settling
January 1, 2026
through
December
31, 2026
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Settling
January 1, 2027
through
December
31, 2027
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Settling
January 1, 2028
through
December
31, 2028
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Crude Oil Swaps:
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Notional volume (Bbls)
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4,230,866
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3,306,753
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1,515,007
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Weighted average price ($/Bbl)
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$
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62.36
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$
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62.03
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$
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61.60
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Natural Gas Swaps:
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Notional volume (MMBtus)
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13,420,634
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11,882,126
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4,406,357
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Weighted average price ($/MMBtu)
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$
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4.08
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$
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4.07
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$
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4.00
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Ethane Swaps:
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Notional volume (Bbls)
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288,956
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232,375
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51,809
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Weighted average price ($/Bbl)
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$
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11.54
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$
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11.05
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$
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11.28
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||||||
|
Propane Swaps:
|
||||||||||||
|
Notional volume (Bbls)
|
509,724
|
417,744
|
94,220
|
|||||||||
|
Weighted average price ($/Bbl)
|
$
|
26.36
|
$
|
26.51
|
$
|
26.00
|
||||||
|
Iso Butane Swaps:
|
||||||||||||
|
Notional volume (Bbls)
|
63,185
|
50,812
|
11,328
|
|||||||||
|
Weighted average price ($/Bbl)
|
$
|
33.92
|
$
|
30.22
|
$
|
29.63
|
||||||
|
Normal Butane Swaps:
|
||||||||||||
|
Notional volume (Bbls)
|
174,809
|
140,580
|
31,343
|
|||||||||
|
Weighted average price ($/Bbl)
|
$
|
35.24
|
$
|
31.37
|
$
|
30.37
|
||||||
|
Pentane Plus Swaps:
|
||||||||||||
|
Notional volume (Bbls)
|
130,321
|
104,802
|
23,366
|
|||||||||
|
Weighted average price ($/Bbl)
|
$
|
53.05
|
$
|
52.40
|
$
|
52.49
|
||||||
During the first quarter of 2026, we executed a portfolio of hedges securing the following weighted-average prices through the indicated periods:
|
Settling
January 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
June 30, 2029
|
|||||||||||||
|
Crude Oil Swaps:
|
||||||||||||||||
|
Notional volume (Bbls)
|
695,518
|
960,750
|
861,300
|
210,000
|
||||||||||||
|
Weighted average price ($/Bbl)
|
$
|
65.33
|
$
|
63.49
|
$
|
62.94
|
$
|
61.57
|
||||||||
|
Natural Gas Swaps:
|
||||||||||||||||
|
Notional volume (MMBtus)
|
600,000
|
1,600,000
|
1,200,000
|
400,000
|
||||||||||||
|
Weighted average price ($/MMBtu)
|
$
|
4.05
|
$
|
4.07
|
$
|
4.11
|
$
|
4.11
|
||||||||
|
Ethane Swaps:
|
||||||||||||||||
|
Notional volume (Bbls)
|
98,985
|
168,300
|
168,300
|
—
|
||||||||||||
|
Weighted average price ($/Bbl)
|
$
|
10.63
|
$
|
10.21
|
$
|
9.55
|
$
|
—
|
||||||||
|
Propane Swaps:
|
||||||||||||||||
|
Notional volume (Bbls)
|
64,175
|
104,940
|
104,940
|
—
|
||||||||||||
|
Weighted average price ($/Bbl)
|
$
|
30.07
|
$
|
28.22
|
$
|
25.87
|
$
|
—
|
||||||||
|
Iso Butane Swaps:
|
||||||||||||||||
|
Notional volume (Bbls)
|
14,070
|
23,760
|
23,760
|
—
|
||||||||||||
|
Weighted average price ($/Bbl)
|
$
|
39.36
|
$
|
35.10
|
$
|
31.32
|
$
|
—
|
||||||||
|
Normal Butane Swaps:
|
||||||||||||||||
|
Notional volume (Bbls)
|
25,795
|
43,560
|
43,560
|
—
|
||||||||||||
|
Weighted average price ($/Bbl)
|
$
|
37.99
|
$
|
33.81
|
$
|
30.35
|
$
|
—
|
||||||||
|
Pentane Plus Swaps:
|
||||||||||||||||
|
Notional volume (Bbls)
|
31,475
|
55,440
|
55,440
|
—
|
||||||||||||
|
Weighted average price ($/Bbl)
|
$
|
60.06
|
$
|
55.05
|
$
|
52.94
|
$
|
—
|
||||||||
Non-GAAP Financial Measures
This Current Report on Form 8-K contains Adjusted EBITDA and PV-10, which are financial measures not calculated or presented in accordance with GAAP. These
supplemental non-GAAP financial measures are used by management and external users of our financial statements, such as investors, lenders, and rating agencies and may not be comparable to similarly titled measures reported by other companies.
Adjusted EBITDA
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 income (loss) from continuing operations and is adjusted for income tax expense, depreciation, depletion, and amortization,
accretion of asset retirement obligations, 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, loss on
debt issuance, unrealized gain on derivatives, and litigation settlement expense, all as applicable. We adjust net income (loss) from continuing operations 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 income (loss) from continuing operations to Adjusted EBITDA for the years indicated:
|
Year Ended December 31,
|
||||||||
|
2025 (1)
|
2024
|
|||||||
|
(In thousands)
|
||||||||
|
Net income (loss) from continuing operations reconciliation to Adjusted EBITDA:
|
||||||||
|
Net income (loss) from continuing operations
|
$
|
32,051
|
$
|
(39,867
|
)
|
|||
|
Adjustments:
|
||||||||
|
Depreciation, depletion, and amortization
|
48,916
|
427
|
||||||
|
Accretion of asset retirement obligations
|
247
|
6
|
||||||
|
Abandonment and impairment of unproved properties (2)
|
3,409
|
—
|
||||||
|
Non-cash stock-based compensation
|
14,764
|
8,377
|
||||||
|
Interest expense, net
|
27,471
|
562
|
||||||
|
Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (3)
|
63,341
|
5,358
|
||||||
|
Non- cash loss on issuance of debt (4)
|
—
|
3,039
|
||||||
|
Unrealized (gain) loss on derivatives
|
(57,834
|
)
|
4,395
|
|||||
|
Litigation settlement expense
|
1,516
|
—
|
||||||
|
Income tax expense (5)
|
21,654
|
—
|
||||||
|
Adjusted EBITDA
|
$
|
155,535
|
$
|
(17,703
|
)
|
|||
| (1) |
Net income (loss) from continuing operations for the year ended December 31, 2025 includes revenue and related expenses attributable to the assets acquired
from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through December 31, 2025.
|
| (2) |
Reflects the abandonment of unproved locations which we have deemed non-core and allowed to expire during the year.
|
| (3) |
Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
|
| (4) |
Reflects the loss recognized for the issuance of the Subordinated Note and the Subordinated Note Warrants in the third quarter of 2024.
|
| (5) |
Reflects deferred income tax expense recognized for the year ended December 31, 2025. |
The following table presents the reconciliation of our expected full-year 2026 Net income to our expected full-year 2026 Adjusted EBITDA:
|
Full-year 2026 Guidance Range
|
||||||||
|
(In millions)
|
||||||||
|
Net income reconciliation to Adjusted EBITDA:
|
||||||||
|
Net income
|
$
|
55
|
$
|
65
|
||||
|
Adjustments:
|
||||||||
|
Depreciation, depletion, and amortization
|
40
|
40
|
||||||
|
Accretion of asset retirement obligations
|
1
|
1
|
||||||
|
Non-cash stock-based compensation
|
18
|
18 |
||||||
|
Interest expense, net
|
35
|
33
|
||||||
|
Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants (1)
|
65
|
65
|
||||||
|
Unrealized loss on derivatives
|
5
|
15
|
||||||
|
Income tax expensed (2)
|
21
|
23
|
||||||
|
Adjusted EBITDA
|
$
|
240
|
$
|
260
|
||||
| (1) |
Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
|
| (2) |
Reflects deferred income tax expense.
|
PV-10
PV-10 is a financial measure not presented in accordance with U.S. GAAP. PV-10 is derived from the Standardized Measure, which is the most directly comparable GAAP
financial measure for proved reserves. PV-10 is a computation of the Standardized Measure on a pre-tax basis and is equal to the Standardized Measure at the applicable date, before deducting future income taxes discounted at 10%. Neither PV-10
nor Standardized Measure represents an estimate of the fair market value of the applicable crude oil, natural gas, and NGLs properties.
We believe that the presentation of PV-10 is relevant and useful to our investors as a supplemental disclosure to the Standardized Measure, or after-tax amount,
because it presents the discounted future net cash flows attributable to our reserves before considering future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each
company, PV-10 is based on prices and discount factors that are consistent for all companies. PV-10 has limitations as a financial measure since it excludes future income taxes and should not be considered as an alternative to, or more meaningful
than, Standardized Measure calculated in accordance with GAAP.
The following table presents the reconciliation of the Standardized Measure to the PV-10 of our estimated proved reserves for the years indicated:
|
Year Ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
(In thousands)
|
||||||||
|
Standardized Measure
|
$
|
851,702
|
$
|
255,142
|
||||
|
Present value of future income taxes discounted at 10%
|
368,112
|
48,017
|
||||||
|
PV-10
|
$
|
1,219,814
|
$
|
303,159
|
||||
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
Consolidated Balance Sheets
(In thousands, except share amounts)
|
December 31, 2025
|
December 31, 2024
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
20
|
$
|
5,192
|
||||
|
Oil, natural gas, and NGL accrued revenue
|
22,728
|
3,024
|
||||||
|
Joint interest and other receivables
|
23,106
|
9,275
|
||||||
|
Derivative assets
|
28,812
|
—
|
||||||
|
Inventory
|
3,604
|
5
|
||||||
|
Prepaid expenses and other current assets
|
1,452
|
312
|
||||||
|
Note receivable
|
—
|
494
|
||||||
|
Total current assets
|
79,722
|
18,302
|
||||||
|
Property and equipment:
|
||||||||
|
Oil and natural gas properties, successful efforts method of accounting including $57,897 and $70,462 excluded from
depletable base as of December 31, 2025 and 2024, respectively
|
852,732
|
134,953
|
||||||
|
Other property and equipment
|
21,067
|
94
|
||||||
|
Less: Accumulated depreciation, depletion, and amortization
|
(49,343
|
)
|
(427
|
)
|
||||
|
Total property and equipment, net
|
824,456
|
134,620
|
||||||
|
Derivative assets
|
24,627
|
—
|
||||||
|
Debt issuance costs, net
|
12,642
|
1,731
|
||||||
|
Operating lease assets
|
2,966
|
1,323
|
||||||
|
Other non–current assets
|
133
|
578
|
||||||
|
Total assets
|
$
|
944,546
|
$
|
156,554
|
||||
|
Liabilities, Mezzanine Equity, and Stockholders’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
$
|
62,792
|
$
|
38,225
|
||||
|
Oil, natural gas, and NGL revenue payable
|
30,300
|
2,366
|
||||||
|
Ad valorem and production taxes payable
|
31,385
|
7,094
|
||||||
|
Senior convertible note, at fair value
|
—
|
12,555
|
||||||
|
Derivative liabilities
|
—
|
2,446
|
||||||
|
Operating lease liabilities
|
1,300
|
323
|
||||||
|
Total current liabilities
|
125,777
|
63,009
|
||||||
|
Long–term liabilities:
|
||||||||
|
Credit facility
|
366,000
|
28,000
|
||||||
|
Subordinated note – related party
|
1,458
|
4,609
|
||||||
|
Subordinated note warrants, at fair value – related party
|
316
|
4,159
|
||||||
|
Series F convertible preferred stock embedded derivatives, at fair value
|
15,853
|
—
|
||||||
|
Series F convertible preferred stock warrants, at fair value
|
90,134
|
—
|
||||||
|
SEPA, at fair value
|
—
|
790
|
||||||
|
Derivative liabilities
|
—
|
1,949
|
||||||
|
Oil, natural gas, and NGL revenue payable
|
27,402
|
—
|
||||||
|
Ad valorem and production taxes payable
|
22,751
|
—
|
||||||
|
Deferred tax liability
|
21,652
|
—
|
||||||
|
Asset retirement obligation
|
4,019
|
227
|
||||||
|
Operating lease liabilities
|
1,792
|
1,043
|
||||||
|
Other long-term liabilities
|
1,082
|
—
|
||||||
|
Total long–term liabilities
|
552,459
|
40,777
|
||||||
|
Total liabilities
|
678,236
|
103,786
|
||||||
|
Commitments and contingencies
|
||||||||
|
Mezzanine equity:
|
||||||||
|
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 121,050 and 0 shares issued and
outstanding as of December 31, 2025 and 2024, respectively
|
136,146
|
—
|
||||||
|
Stockholders’ equity:
|
||||||||
|
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 5,982 and 14,457 shares issued and
outstanding as of December 31, 2025 and 2024, respectively
|
—
|
—
|
||||||
|
Common stock; $0.01 par value; 500,000,000 shares authorized, and 62,499,375 and 23,045,209 shares issued and outstanding
as of December 31, 2025 and 2024, respectively
|
625
|
230
|
||||||
|
Treasury stock, at cost; 111,357 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively
|
(531
|
)
|
—
|
|||||
|
Additional paid–in capital
|
217,785
|
172,304
|
||||||
|
Accumulated deficit
|
(87,715
|
)
|
(119,766
|
)
|
||||
|
Total stockholders’ equity
|
130,164
|
52,768
|
||||||
|
Total liabilities, mezzanine equity, and stockholders’ equity
|
$
|
944,546
|
$
|
156,554
|
||||
Prairie Operating Co. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share amounts)
|
Years Ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Revenues:
|
||||||||
|
Crude oil sales
|
$
|
204,040
|
$
|
6,595
|
||||
|
Natural gas sales
|
9,472
|
551
|
||||||
|
NGL sales
|
28,136
|
793
|
||||||
|
Total revenues
|
241,648
|
7,939
|
||||||
|
Operating expenses:
|
||||||||
|
Lease operating expenses
|
41,411
|
1,265
|
||||||
|
Transportation and processing expenses
|
8,910
|
864
|
||||||
|
Ad valorem and production taxes
|
21,231
|
591
|
||||||
|
Depreciation, depletion, and amortization
|
48,916
|
427
|
||||||
|
Accretion of asset retirement obligation
|
247
|
6
|
||||||
|
Exploration expenses
|
1,332
|
734
|
||||||
|
Abandonment and impairment of unproved properties
|
3,409
|
—
|
||||||
|
General and administrative expenses
|
50,614
|
30,565
|
||||||
|
Total operating expenses
|
176,070
|
34,452
|
||||||
|
Income (loss) from operations
|
65,578
|
(26,513
|
)
|
|||||
|
Other (expenses) income:
|
||||||||
|
Interest expense
|
(28,521
|
)
|
(1,142
|
)
|
||||
|
Gain (loss) on derivatives, net
|
79,230
|
(4,395
|
)
|
|||||
|
Loss on adjustment to fair value – embedded derivatives, debt, and warrants
|
(63,341
|
)
|
(5,358
|
)
|
||||
|
Loss on issuance of debt
|
—
|
(3,039
|
)
|
|||||
|
Interest income and other
|
759
|
580
|
||||||
|
Total other expenses
|
(11,873
|
)
|
(13,354
|
)
|
||||
|
Income (loss) from operations before income taxes
|
53,705
|
(39,867
|
)
|
|||||
|
Income tax expense
|
(21,654
|
)
|
—
|
|||||
|
Net income (loss) from continuing operations
|
32,051
|
(39,867
|
)
|
|||||
|
Discontinued operations
|
||||||||
|
Loss from discontinued operations, net of taxes
|
—
|
(1,045
|
)
|
|||||
|
Net loss from discontinued operations
|
—
|
(1,045
|
)
|
|||||
|
Net income (loss) attributable to Prairie Operating Co.
|
32,051
|
(40,912
|
)
|
|||||
|
Series F preferred stock declared dividends
|
(11,269
|
)
|
—
|
|||||
|
Series F preferred stock undeclared dividends
|
(1,211
|
)
|
—
|
|||||
|
Remeasurement of Series F preferred stock
|
(80,478
|
)
|
—
|
|||||
|
Net loss attributable to Prairie Operating Co. common stockholders
|
$
|
(60,907
|
)
|
$
|
(40,912
|
)
|
||
|
Loss per common share:
|
||||||||
|
Loss per share, basic and diluted
|
$
|
(1.35
|
)
|
$
|
(2.65
|
)
|
||
|
Weighted average common shares outstanding, basic and diluted
|
45,232,756
|
15,453,502
|
||||||
Prairie Operating Co. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
|
Year Ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income (loss) from continuing operations
|
$
|
32,051
|
$
|
(39,867
|
)
|
|||
|
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation, depletion, and amortization
|
48,916
|
427
|
||||||
|
Accretion of asset retirement obligation
|
247
|
6
|
||||||
|
Abandonment and impairment of unproved properties
|
3,409
|
—
|
||||||
|
Stock based compensation
|
14,764
|
8,377
|
||||||
|
Unrealized (gain) loss on derivatives
|
(57,834
|
)
|
4,395
|
|||||
|
Loss on adjustment to fair value – embedded derivatives, debt, and warrants
|
63,341
|
5,358
|
||||||
|
Deferred income tax expense
|
21,654
|
—
|
||||||
|
Amortization of deferred financing costs
|
3,175
|
35
|
||||||
|
Loss on issuance of debt
|
—
|
3,039
|
||||||
|
Non-cash SEPA commitment fee
|
—
|
600
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Oil, natural gas, and NGL accrued revenue
|
(19,703
|
)
|
(3,024
|
)
|
||||
|
Joint interest and other receivables
|
(6,229
|
)
|
(9,241
|
)
|
||||
|
Inventory
|
(3,552
|
)
|
—
|
|||||
|
Prepaid expenses and other current assets
|
(1,140
|
)
|
(74
|
)
|
||||
|
Accounts payable and accrued expenses
|
19,202
|
18,590
|
||||||
|
Oil, natural gas, and NGL revenue payable
|
17,478
|
1,140
|
||||||
|
Ad valorem and production taxes payable
|
17,947
|
496
|
||||||
|
Other assets and liabilities
|
176
|
(65
|
)
|
|||||
|
Net cash provided by (used in) continuing operating activities
|
153,902
|
(9,808
|
)
|
|||||
|
Net cash provided by discontinued operations
|
—
|
460
|
||||||
|
Net cash provided by (used in) operating activities
|
153,902
|
(9,348
|
)
|
|||||
|
Cash flows from investing activities:
|
||||||||
|
Cash paid for Bayswater asset purchase, net of cash received
|
(459,593
|
)
|
—
|
|||||
|
Development of oil and natural gas properties
|
(177,700
|
)
|
(28,522
|
)
|
||||
|
Other asset and leasehold purchases
|
(19,428
|
)
|
(94
|
)
|
||||
|
Cash received from payment on note receivable related to sale of cryptocurrency miners
|
805
|
338
|
||||||
|
Cash paid for Nickel Road asset purchase, net of cash received
|
—
|
(55,509
|
)
|
|||||
|
Transaction expenses paid related to Nickel Road asset purchase
|
—
|
(239
|
)
|
|||||
|
Deposit on other oil and natural gas properties purchase
|
—
|
(382
|
)
|
|||||
|
Cash received from sale of cryptocurrency miners
|
—
|
1,000
|
||||||
|
Net cash used in investing activities
|
(655,916
|
)
|
(83,408
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Borrowings on the Credit Facility
|
390,000
|
28,000
|
||||||
|
Repayment on the Credit Facility
|
(52,000
|
)
|
—
|
|||||
|
Debt issuance costs associated with the Credit Facility
|
(14,085
|
)
|
(336
|
)
|
||||
|
Proceeds from the issuance of Common Stock
|
43,817
|
15,000
|
||||||
|
Financing costs associated with issuance of Common Stock
|
(3,857
|
)
|
(5,008
|
)
|
||||
|
Proceeds from the issuance of Series F Preferred Stock
|
148,250
|
—
|
||||||
|
Financing costs associated with the issuance of Series F Preferred Stock
|
(12,171
|
)
|
—
|
|||||
|
Proceeds from the issuance of the Subordinated Note – related party
|
—
|
5,000
|
||||||
|
Payments of the Subordinated Note – related party
|
(3,214
|
)
|
(1,786
|
)
|
||||
|
Proceeds from the issuance of the Senior Convertible Note
|
—
|
14,250
|
||||||
|
Payments of the Senior Convertible Note
|
—
|
(3,748
|
)
|
|||||
|
Proceeds from option exercise
|
633
|
—
|
||||||
|
Treasury stock repurchased
|
(531
|
)
|
—
|
|||||
|
Proceeds from the exercise of Series D and E Preferred Stock warrants
|
—
|
33,539
|
||||||
|
Net cash provided by financing activities
|
496,842
|
84,911
|
||||||
|
Net decrease in cash and cash equivalents
|
(5,172
|
)
|
(7,845
|
)
|
||||
|
Cash and cash equivalents, beginning of the year
|
5,192
|
13,037
|
||||||
|
Cash and cash equivalents, end of the year
|
$
|
20
|
$
|
5,192
|
||||
Supplemental Disclosures of Cash Flow Information
The following table presents non–cash investing and financing activities and supplemental cash flow disclosures relating to the cash paid for interest and income
taxes for the years indicated:
|
Year Ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
(In thousands)
|
||||||||
|
Non–cash investing activities:
|
||||||||
|
Increase in capital expenditure accruals and accounts payable
|
$
|
5,652
|
$
|
14,136
|
||||
|
Equipment purchased in exchange for note payable
|
$
|
560
|
$
|
—
|
||||
|
Non–cash financing activities:
|
||||||||
|
Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price (1)
|
$
|
16,000
|
$
|
—
|
||||
|
Common Stock issued for SEPA commitment fee (2)
|
$
|
—
|
$
|
600
|
||||
|
Common Stock issued upon conversion of Senior Convertible Note (3)
|
$
|
18,164
|
$
|
—
|
||||
|
Common Stock issued upon conversion of Series D Preferred Stock
|
$
|
8,475
|
$
|
6,170
|
||||
|
Common Stock issued upon conversion of Series E Preferred Stock
|
$
|
—
|
$
|
20,000
|
||||
|
Common Stock issued upon conversion of Series F Preferred Stock
|
$
|
38,490
|
$
|
—
|
||||
|
Common Stock issued for Series F Preferred Stock dividends (4)
|
$
|
11,269
|
$
|
—
|
||||
|
Credit facility issuance costs included in accrued liabilities
|
$
|
—
|
$
|
331
|
||||
|
Credit facility issuance costs paid by the issuance of Common Stock (5)
|
$
|
—
|
$
|
1,000
|
||||
|
Supplemental disclosure:
|
||||||||
|
Cash paid for interest
|
$
|
25,259
|
$
|
715
|
||||
| (1) |
The Company issued approximately 3.7 million shares of 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).
|
| (2) |
Pursuant to the SEPA, the Company issued 100,000 shares to YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”) as a commitment fee.
|
| (3) |
During the year ended December 31, 2025, Yorkville, converted the remaining $11.3 million of the initial $15.0 million Senior Convertible Note in exchange
for 2.1 million shares of Common Stock.
|
| (4) |
The Company elected to issue shares of Common Stock for the Series F Preferred Stock dividends payable on June 1, September 1, and December 1, 2025.
|
| (5) |
Prior to entering into the reserve-based credit agreement with Citibank N.A in December 2024, the Company issued 120,048 shares to
Yorkville as a consent fee.
|
FAQ
How did Prairie Operating Co. (PROP) perform financially in 2025?
Prairie generated $241.6 million in 2025 revenue and $32.1 million of net income from continuing operations. Adjusted EBITDA reached $155.5 million, reflecting a major operational ramp after the Bayswater acquisition and expanded drilling in the Denver-Julesburg Basin.
What was Prairie Operating Co.’s 2025 net result for common shareholders?
Despite positive operating income, Prairie reported a $60.9 million net loss attributable to common stockholders in 2025, or $(1.35) per share. This resulted mainly from Series F preferred stock dividends and an $80.5 million remeasurement charge related to that preferred stock.
How large are Prairie Operating Co.’s oil and gas reserves and PV-10?
As of December 31, 2025, Prairie’s total proved reserves were 121.1 MMBoe, all in the DJ Basin. The standardized measure of discounted future net cash flows was $851.7 million, while PV-10, a pre-tax measure, was $1.22 billion using SEC pricing assumptions.
What did Prairie Operating Co. spend on the Bayswater acquisition and capital in 2025?
Prairie paid $459.6 million in cash for the Bayswater asset purchase in 2025. It also incurred $177.7 million of cash capital expenditures and $19.4 million of other asset and leasehold purchases, reflecting an aggressive development and growth program in the DJ Basin.
What is Prairie Operating Co.’s liquidity and debt position at year-end 2025?
At December 31, 2025, Prairie had about $109.0 million of liquidity, primarily unused capacity under its Credit Facility. The Credit Facility had a $475.0 million borrowing base and $475.0 million of elected commitments, with $366.0 million outstanding, plus other long-term obligations.
What 2026 guidance did Prairie Operating Co. provide for net income and Adjusted EBITDA?
For full-year 2026, Prairie forecast net income between $55 million and $65 million and Adjusted EBITDA between $240 million and $260 million. The guidance reflects expectations for continued DJ Basin development, higher production, and the impact of its commodity hedge portfolio.
How is Prairie Operating Co. managing commodity price risk with hedges?
Prairie has extensive swaps on crude oil, natural gas, and NGLs through 2028 and into mid-2029. For example, 2026 oil swaps cover over 4.9 million barrels at weighted-average prices in the low $60s per barrel, and gas swaps lock in roughly $4.00 per MMBtu on significant volumes.
Filing Exhibits & Attachments
4 documents
Prairie Operating
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Mar 30, 2026
[10-K] Prairie Operating Co. Files Annual Report