Prairie Operating Co. 8-K Filings

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.

Prairie Operating Co. reported strong second-quarter 2026 results, with total revenues of $98.9 million, driven by $93.5 million of oil revenue. Net income attributable to common stockholders was $193.8 million, or $1.75 basic EPS and $0.23 diluted EPS, while Adjusted EBITDA was $34.0 million.

Production totaled 1,990 MBoe (21,866 Boe/d), approximately 50% oil and 72% liquids, reflecting improved drilling efficiency and wells delivered below AFE. Operating costs were $6.85 per Boe in lease operating expenses and $6.01 per Boe in G&A. The company remains active in the DJ Basin, drilling 12 wells in the quarter and 27 year-to-date.

Liquidity remains tight with a $125.5 million working capital deficit as of June 30, 2026, and $39.0 million available under a $475.0 million borrowing base credit facility, of which $436.0 million was drawn. Full-year 2026 guidance calls for net income of $18–28 million and Adjusted EBITDA of $180–190 million, supported by extensive crude oil, natural gas, and NGL hedges through 2029.

Prairie Operating Co. entered into a letter agreement with Hudson Bay PH XIX LLC to adjust timing provisions in existing financing arrangements. The agreement changes the “Anniversary Warrant Issuance Date” in a prior Securities Purchase Agreement from August 7, 2026 to August 14, 2026, and updates related warrant form footnotes to reflect the new date. It also extends the potential issuance date of a warrant to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share, so that this “Second Penny Warrant” would be issued to Hudson Bay PH XIX LLC if, on August 14, 2026, the Anniversary Warrants described in the company’s Series F Convertible Preferred Stock Certificate of Designation are not issued.

Prairie Operating Co. reported that on July 21, 2026, director Stephen Lee resigned from its Board of Directors, and the Board elected Jennifer M. Grigsby to fill the resulting vacancy. The company stated that Lee’s resignation was not due to any disagreement regarding operations, policies, or practices.

Grigsby, a veteran public company director and energy finance executive with more than 30 years of experience, is expected to serve as Chair of the Compensation Committee and as a member of the Nominating & Governance and Audit Committees. She brings prior leadership roles at Ascent Resources, Chesapeake Energy, and as Oklahoma’s Secretary of Economic Administration, along with service on multiple other corporate boards. Grigsby will receive Prairie’s standard non‑employee director compensation and enter into its standard director indemnification agreement.

Prairie Operating Co. received a Nasdaq notice that its common stock has failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days. The shares remain listed on The Nasdaq Capital Market, but the company now has 180 calendar days, until December 29, 2026, for the closing bid to reach at least $1.00 for ten consecutive business days. Prairie may qualify for an additional 180-day period if it meets other Nasdaq listing standards and submits a remediation plan. If the stock trades at or below $0.10 for ten consecutive trading days, Nasdaq will immediately move to delist the shares, with trading suspended.

Prairie Operating Co. has promoted Executive Vice President and Chief Financial Officer Gregory S. Patton to Chief Executive Officer and director, and hired Michael Shelly as Executive Vice President and Chief Financial Officer. Both executives received new employment agreements with high variable and equity-based compensation.

Mr. Patton will receive an annual base salary of $625,000, a target bonus equal to 100% of base salary, and an LTIP target of at least 300% of base salary. He was granted 850,000 restricted stock units, split equally between performance-based and time-based awards. Mr. Shelly will receive a $525,000 base salary, a target bonus equal to 100% of base salary, an LTIP target of at least 300% of base salary, and 1,400,000 RSUs, with 560,000 performance-based and 840,000 time-based units.

The Compensation Committee also amended the company’s 2025 performance share unit awards so that total shareholder return is measured from an “Initial Value” of $2.75 per share over the three-year period from January 1, 2025 to December 31, 2027.

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.

Prairie Operating Co. held its 2026 Annual Meeting of Stockholders on June 3, 2026April 15, 202697,344,348 common shares were outstanding, were entitled to vote, and 65,706,444 shares were represented in person or by proxy.

Stockholders elected all four director nominees to serve until the 2027 annual meeting, with votes for each ranging from about 35.1 million to 38.3 million, plus broker non-votes. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a strong margin of 64,577,836 votes for, 491,258 against, and 637,350 abstentions.

Prairie Operating Co. reported sharply higher first-quarter 2026 activity, with total revenues of $83.4 million and production of 2,086 MBoe, or 23,182 Boe per day, driven by oil-weighted output from the DJ Basin. Despite this, the company posted a net loss attributable to common stockholders of $174.4 million, largely reflecting a $177.1 million loss on derivatives and a $31.9 million non-cash loss from fair value adjustments on embedded derivatives, debt, and warrants.

Operationally, Prairie drilled 17 wells across two pads, delivered all wells below budget with average savings exceeding $100,000 per well, and achieved Adjusted EBITDA of $37.2 million versus $5.2 million a year earlier. Liquidity stood at about $113.5 million as of March 31, 2026, supported by a $475 million borrowing base, and full-year 2026 guidance calls for net income of $55–65 million and Adjusted EBITDA of $240–260 million.

Prairie Operating Co. reported that director Gizman I. Abbas has submitted his resignation from the Board of Directors, effective May 15, 2026. The company states that his decision is not due to any disagreement with the company or its Board regarding operations, policies, or practices.

Abbas has served on the Compensation Committee and Audit Committee, and chaired the Nominating and Governance Committee. Board leadership and the interim CEO thanked him for his service and highlighted his contributions to Prairie’s strategic direction. Prairie describes itself as an independent energy company focused on oil, natural gas, and natural gas liquids development in the Denver-Julesburg (DJ) Basin, particularly the Niobrara and Codell formations.

Prairie Operating Co. entered a letter agreement with Hudson Bay PH XIX LLC to reshape its Series F Convertible Preferred Stock financing. The company will repurchase 13,727 Series F preferred shares for $18,999,047.64 in cash, plus accrued dividends paid in common stock.

In exchange, Prairie issued a First Penny Warrant to High Trail to buy 4,000,000 common shares at $0.01 per share and may issue a Second Penny Warrant for 3,000,000 shares on similar terms if certain “Anniversary Warrants” are not issued by July 8, 2026. High Trail waives a previously announced $3.0 million cash extension fee once conditions are met, while key warrant and conversion terms, cash sweep percentages, and warrant registration and participation rights (up to 35% of future equity or equity‑linked offerings for 18 months) are revised.

Prairie Operating Co. discloses changes to a previously agreed financing involving its Series F Preferred Stock and related warrants. The company had sold 148,250 shares of Series F Preferred Stock, each with a stated value of $1,000, and agreed to issue anniversary warrants tied to the trading price of its common stock.

The new amendment shifts the anniversary warrant issuance date from April 7, 2026 to April 9, 2026 and updates related warrant footnotes. It also adds a commitment for Prairie Operating to pay the investors an aggregate $3 million on April 9, 2026, unless the buyers waive this payment in their sole discretion.

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.

Prairie Operating Co. amended its existing securities purchase agreement with investors who bought its Series F Preferred Stock. The original deal included future warrants for common stock based on the preferred shares’ $1,000 stated value per share and a stock price formula.

The amendment moves the warrant "Anniversary Warrant Issuance Date" from the first anniversary of the closing to April 7, 2026 and updates related warrant footnotes. It also requires Prairie Operating to pay the buyers an aggregate $3 million on April 6, 2026, unless the buyers waive this fee in their sole discretion.

Prairie Operating Co. announced significant leadership changes, with CEO and Chairman Edward Kovalik voluntarily resigning and President/director Gary C. Hanna retiring. Board member Richard N. Frommer was appointed Interim President and CEO, and director Erik Thoresen was named Chairman of the Board while a search for a permanent chief executive is conducted.

The company’s subsidiary entered into separation agreements with both former executives. Kovalik will receive a lump-sum severance of $2,531,250, equal to 1.5 times his base salary plus target bonus, his 2025 bonus of $750,000, unused vacation payout and immediate vesting of all time-based RSUs, while his performance-based RSUs are forfeited. Hanna will receive his 2025 bonus of $675,000, unused vacation payout, immediate vesting of time-based RSUs and will retain unvested performance-based RSUs through the performance period.

Both Kovalik and Hanna retain fully vested non-compensatory stock options but will assign overriding royalty interests in certain Genesis/Exok assets and have agreed for three years to vote their shares in line with Board recommendations, with existing lockups remaining in force. The company highlighted Frommer’s deep DJ Basin experience and Thoresen’s financial and transaction background as it focuses on its next phase of development in the Denver-Julesburg Basin.

Prairie Operating Co. (PROP) furnished an update on its business by announcing financial results for the quarter ended September 30, 2025, via a press release attached as Exhibit 99.1 to a current report on Form 8-K.

The results announcement was provided under Item 2.02 and is being furnished, not filed, which means it is not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

Prairie Operating Co. changed its independent auditor, appointing Deloitte & Touche LLP as its registered public accounting firm effective September 18, 2025 for the fiscal year ending December 31, 2025. On the same date, the Audit Committee dismissed Ham, Langston & Brezina, L.L.P. (HL&B) as auditor.

The company states that HL&B’s reports on its financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications related to uncertainty, audit scope, or accounting principles. It further notes there were no disagreements and no reportable events with HL&B during those fiscal years and through June 30, 2025. Prairie also indicates it did not consult Deloitte on accounting or audit matters before the engagement and has filed HL&B’s confirmation letter as an exhibit.

Prairie Operating Co. updated employment agreements for its three top executives, effective August 13, 2025. The Compensation Committee approved second amended and restated agreements for CEO Ed Kovalik and President Gary C. Hanna, and an amended and restated agreement for Executive Vice President and CFO Gregory S. Patton.

Under the new terms, Mr. Kovalik’s annual base salary increases to $750,000 from $550,000 and Mr. Hanna’s to $675,000 from $550,000, both retroactive to January 1, 2025, while each of their target annual incentive bonus opportunities is reduced to 125% of base salary from 250%. The company states these changes are designed to better align their cash compensation with competitive market practices based on advice from an independent compensation consultant.

Mr. Patton’s agreement sets his annual base salary at $550,000, retroactive to January 1, 2025, and provides severance equal to three times the sum of his base salary and target annual bonus if he is terminated without cause or resigns for good reason within 12 months after a change of control. The agreements also remove outdated provisions, and full texts are filed as exhibits.

Prairie Operating Co. furnished a Current Report on Form 8-K stating that on August 12, 2025 the company issued a press release announcing its financial results for the quarter ended June 30, 2025. The company attached the full press release as Exhibit 99.1 and provided a Cover Page Interactive Data File as Exhibit 104. The filing explicitly notes that the information, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed "filed" for purposes of the Exchange Act or incorporated by reference except as expressly stated.

The report identifies Prairie Operating Co. (trading as PROP on The Nasdaq Stock Market) and is signed by Gregory S. Patton, Executive Vice President & Chief Financial Officer, dated August 12, 2025.

Prairie Operating (NASDAQ:PROP) filed a Form 8-K disclosing that on June 20, 2025 it executed a $75 million Equity Distribution Agreement with Citigroup Global Markets and Truist Securities. The agreement sets up an at-the-market (ATM) program under the company’s effective April 2025 shelf registration, allowing the managers to place common shares "from time to time" on Nasdaq or through negotiated transactions.

The managers will receive a commission of up to 3 % of gross proceeds plus expense reimbursement. PROP is not obligated to issue any shares and may terminate the program at any point; the facility expires once the entire $75 million is sold or upon earlier termination by either party.

Intended use of proceeds includes general corporate purposes such as funding the development-and-drilling program, repaying debt, financing acquisitions, and—if required by the holder—redeeming Series F Convertible Preferred Stock. The 8-K attaches the complete Equity Distribution Agreement (Exhibit 1.1) and the related legal opinion (Exhibit 5.1). Forward-looking statements caution that commodity prices, permitting, capital needs, and integration of recent acquisitions could affect actual results.