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Prairie Operating Co. is holding its 2026 annual stockholders meeting on June 3, 2026 in Loveland, Colorado, with April 15, 2026 as the record date and 97,344,348 common shares entitled to vote. Stockholders will elect four directors and vote on ratifying Deloitte as independent auditor for 2026.
The proxy details a board led by independent chairman Erik Thoresen and interim President and CEO Richard Frommer, with fully independent audit, compensation, and nominating committees. The company targets executive pay around the 75th market percentile and in 2025 granted large one-time RSU and performance unit awards to senior executives after major acquisitions and financing milestones.
Former CEO Edward Kovalik received 2025 total compensation of $6,932,933 and later a severance package and accelerated vesting of time-based equity upon his March 2026 resignation. The filing also describes a $5,000,000 subordinated note and related warrants provided by entities controlled by director Jonathan Gray, as well as ownership caps and voting restrictions tied to large preferred and warrant holders.
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. executive Daniel T. Sweeney, EVP, General Counsel and Corporate Secretary, reported a tax-related share disposition. On the vesting of restricted stock, 81,666 shares of common stock were withheld at $2.04 per share to satisfy tax withholding obligations. This was an automatic withholding, not an open-market sale. After this transaction, Sweeney directly held 557,900 common shares of Prairie Operating Co.
Prairie Operating Co. executive vice president and CFO Gregory Scott Patton reported a tax-related share disposition. On this Form 4, 96,979 shares of common stock were withheld at $2.04 per share upon vesting of restricted stock to satisfy tax withholding obligations. Following this non-open-market transaction, he directly holds 691,224 common shares.
Prairie Operating Co. director ABBAS GIZMAN I had 8,333 common shares withheld to cover taxes on vested restricted stock at $2.04 per share. This tax-withholding disposition was not an open-market sale and reflects routine equity compensation mechanics. Following the transaction, the director directly holds 101,882 common shares.
Prairie Operating Co. director Stephen Lee reported a routine tax-related share disposition. On the vesting of restricted stock, 8,333 common shares were withheld at $2.04 per share to satisfy tax withholding obligations. After this non-market transaction, he directly held 104,382 common shares.
Prairie Operating Co. Executive Vice President of Operations Bryan Freeman reported a routine tax-related share disposition. On the vesting of restricted stock, 76,668 shares of common stock were withheld at $2.04 per share to satisfy tax withholding obligations. After this non-market transaction, Freeman continues to hold 634,970 common shares directly.
Prairie Operating Co. outlines a transformed asset base in its DJ Basin–focused 10-K, driven by large 2024–2025 acquisitions and aggressive development. The company now operates in Weld County, Colorado, targeting crude oil, natural gas and NGLs with a technology- and efficiency-led strategy.
As of December 31, 2025, proved reserves total 121.1 MMBoe, up sharply from 26.1 MMBoe a year earlier, supported by 95.3 MMBoe of acquired reserves and 6.4 MMBoe of positive revisions. PV‑10 rose to $1,219,814 thousand, while the standardized measure reached $851,702 thousand.
Central Weld Assets now cover about 45,000 net acres with 177 gross proved undeveloped locations, largely assembled through the $602.8 million Bayswater deal (final consideration $475.6 million), the $49.6 million NRO purchase, and smaller Edge, Summit and Crown bolt‑ons. Genesis Assets contribute roughly 23,000 net acres.
2025 production was 6,748 MBoe (about 18,487 Boe/d), with an average realized price of $35.81 per Boe and lease operating expenses of $6.14 per Boe. Prairie plans to fund a multi-year drilling program, including ~40 gross wells in 2026, primarily with operating cash flow while maintaining low leverage.