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

Lenders ease 2026 tests; Prairie (PROP) shifts penny‑price warrant date

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

Rhea-AI Filing Summary

Prairie Operating Co. entered into a Third Amendment to its Amended and Restated Credit Agreement with Citibank and other lenders, effective June 30, 2026. The amendment temporarily lowers the required Current Ratio from 1.00 to 1.00 to 0.50 to 1.00 for the quarter ending June 30, 2026, 0.40 to 1.00 for the quarter ending September 30, 2026, and 0.60 to 1.00 for the quarter ending December 31, 2026. It also adds a new covenant requiring Prairie to meet or exceed specified minimum hydrocarbon production thresholds, measured over rolling three‑month periods and first tested as of August 31, 2026.

Prairie also entered into a Letter Agreement with Hudson Bay PH XIX LLC (High Trail) relating to its Series F Convertible Preferred Stock. This changes the “Anniversary Warrant Issuance Date” to August 31, 2026, aligns related warrant references to that date, and extends to August 31, 2026 the potential issuance date of a warrant to High Trail to purchase 3,000,000 common shares at an exercise price of $0.01 per share. The Letter Agreement provides a limited waiver of the Current Ratio requirement under the Series F Certificate of Designation until 11:59 p.m. New York City time on December 31, 2026, conditioned on Prairie maintaining the same reduced ratio levels used in the amended credit agreement for each applicable fiscal quarter.

Positive

  • None.

Negative

  • None.
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.
Current Ratio requirement Q2 2026 0.50 to 1.00 Minimum Current Ratio for fiscal quarter ending June 30, 2026 under amended covenants
Current Ratio requirement Q3 2026 0.40 to 1.00 Minimum Current Ratio for fiscal quarter ending September 30, 2026 under amended covenants
Current Ratio requirement Q4 2026 0.60 to 1.00 Minimum Current Ratio for fiscal quarter ending December 31, 2026 under amended covenants
Hydrocarbon covenant first test date August 31, 2026 First test date for three‑month minimum hydrocarbon production covenant
Second Penny Warrant shares 3,000,000 shares Shares issuable to High Trail under the Second Penny Warrant if Anniversary Warrants are not issued
Second Penny Warrant exercise price $0.01 per share Exercise price for common stock under the Second Penny Warrant, subject to adjustment
Limited Waiver end time 11:59 p.m. on December 31, 2026 Expiration of limited waiver of Current Ratio requirement in Series F Certificate of Designation
Current Ratio financial
"reduces the Current Ratio the Company is required to maintain"
The current ratio measures a company’s short-term ability to pay upcoming bills by comparing assets that can be turned into cash within a year (like cash, inventory, and receivables) to obligations due within the same period. Investors use it like a household budget check — a ratio above 1 suggests the company has more short-term resources than immediate debts, while a very low or very high ratio can signal liquidity risk or inefficient use of assets.
minimum hydrocarbon production thresholds financial
"introduces a new covenant requiring the Company meet or exceed certain minimum hydrocarbon"
Anniversary Warrants financial
"for any reason, the Anniversary Warrants are not issued to High Trail"
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
"as defined in the Company’s Certificate of Designation of Preferences, Rights and"
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.
Inline XBRL technical
"Cover Page Interactive Data File-formatted as Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What did Prairie Operating Co. (PROP) change in its credit agreement on August 14, 2026?
Prairie Operating Co. entered a Third Amendment to its Amended and Restated Credit Agreement, temporarily reducing required Current Ratio levels for the quarters ending June 30, September 30, and December 31, 2026 and adding a new minimum hydrocarbon production covenant.

How were Prairie Operating Co. (PROP)’s Current Ratio covenants modified for 2026?
The required Current Ratio of 1.00 to 1.00 was reduced to 0.50 to 1.00 for the quarter ending June 30, 2026, 0.40 to 1.00 for September 30, 2026, and 0.60 to 1.00 for December 31, 2026 under both the credit agreement and Series F waiver conditions.

What new production covenant did Prairie Operating Co. (PROP) agree to?
Prairie agreed to a covenant to meet or exceed specified minimum hydrocarbon production thresholds, measured over rolling three‑month periods at each month‑end, first tested on August 31, 2026 for the three‑month period then ending.

What are the key terms of the warrant for High Trail described by Prairie Operating Co. (PROP)?
Prairie extended to August 31, 2026 the potential issuance date of a warrant to Hudson Bay PH XIX LLC to purchase 3,000,000 common shares at an exercise price of $0.01 per share, issuable if Anniversary Warrants are not issued by that date.

How does the Series F Convertible Preferred Stock Letter Agreement affect Prairie Operating Co. (PROP)’s Current Ratio obligations?
The Letter Agreement grants a limited waiver of the Current Ratio requirement in the Series F Certificate of Designation until December 31, 2026, conditioned on Prairie keeping ratios of at least 0.50, 0.40, and 0.60 to 1.00 for the 2026 fiscal quarters.

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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):  August 14, 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.

Third Amendment to Amended & Restated Credit Agreement

On August 14, 2026, Prairie Operating Co. (the “Company”) entered into a Third Amendment to Amended and Restated Credit Agreement (the “Amendment”), effective as of June 30, 2026, 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, and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, 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) reduces the Current Ratio (as defined in the A&R Credit Agreement) the Company is required to maintain under the A&R Credit Agreement from 1.00 to 1.00 to (a) for the Company’s fiscal quarter ending June 30, 2026, 0.50 to 1.00, (b) for the Company’s fiscal quarter ending September 30, 2026, 0.40 to 1.00 and (c) for the Company’s fiscal quarter ending December 31, 2026, 0.60 to 1.00, and (ii) introduces a new covenant requiring the Company meet or exceed certain minimum hydrocarbon production thresholds. The new minimum hydrocarbon production covenant is measured over rolling three-month periods at the end of each calendar month and is first tested on August 31, 2026 for the three month period then ending.

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 August 14, 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, 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 August 14, 2026 to August 31, 2026, and (ii) amend certain footnotes in the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement, as amended, to replace certain references to August 14, 2026 with references to August 31, 2026.

The Letter Agreement also (i) amends a previous letter agreement between the Company and High Trail to extend the issuance date of a warrant issuable to High Trail to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share (subject to adjustment pursuant to the terms therein) (the “Second Penny Warrant”) from August 14, 2026 to August 31, 2026, so that if on August 31, 2026 (rather than August 14, 2026 as provided by the previous letter agreement), for any reason, the Anniversary Warrants (as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Certificate of Designation”)) are not issued to High Trail, the Company will issue the Second Penny Warrant to High Trail and (ii)  waives the Company’s obligation under Section 8(A)(ii) of the Certificate of Designation to maintain the Current Ratio (as defined in the Certificate of Designation) until 11:59 p.m. (New York City time) on December 31, 2026 (the “Limited Waiver”). The effectiveness of the Limited Waiver is expressly conditioned upon the Company not permitting, as of the last day of any fiscal quarter commencing with the fiscal quarter ending June 30, 2026, the Current Ratio as of such date to be less than (i) 0.50 to 1.00, for the fiscal quarter ending June 30, 2026, (ii) 0.40 to 1.00, for the fiscal quarter ending September 30, 2026 and (iii) 0.60 to 1.00, for the fiscal quarter ending December 31, 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
Third Amendment to Amended and Restated Credit Agreement, dated as of August 14, 2026, by and among Prairie Operating Co., Citibank, N.A and the other credit parties party thereto.
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: August 17, 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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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