Prairie Operating Co 10-Q for FY2025 Q3

Prairie Operating Co. (PROP)

10-Q 2025-11-14 For: 2025-09-30

Added on April 08, 2026

About this 10-Q

Prairie Operating Co filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $77.72M; compared with $0 a year earlier
Net income: $1.29M; compared with a net loss of $11.42M a year earlier
Diluted EPS: -$0.44; compared with -$0.68 a year earlier

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Delaware		98-0357690
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55 Waugh Drive Suite 400 Houston, TX		77007
(Address of principal executive offices)		(Zip Code)

Title of each Class		Trading Symbol(s)		Name of each Exchange on which registered
Common stock, $0.01 par value		PROP		The Nasdaq Stock Market LLC

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

Title of Class		Number of Shares Outstanding on November 11, 2025
Common Stock, $0.01 par value		59,646,610

PART I	FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47

PART II	OTHER INFORMATION	47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48

SIGNATURES		51

Table of Contents		Page
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		5
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		6
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024		7
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		9
Notes to Condensed Consolidated Financial Statements		10
Note 1 – Organization, Description of Business, and Basis of Presentation		10
Note 2 – Summary of Significant Accounting Policies		12
Note 3 – Acquisitions		14
Note 4 – Discontinued Operations		16
Note 5 – Derivative Instruments		17
Note 6 – Fair Value Measurements		18
Note 7 – Property and Equipment, net		23
Note 8 – Asset Retirement Obligation		23
Note 9 – Accounts Payable and Accrued Expenses		23
Note 10 – Debt		24
Note 11 – Leases		27
Note 12 – Commitments and Contingencies		28
Note 13 – Mezzanine Equity		28
Note 14 – Stockholders’ Equity		29
Note 15 – Common Stock Options and Warrants		31
Note 16 – Long–Term Incentive Compensation		33
Note 17 – Earnings per Share		35
Note 18 – Related Party Transactions		36
Note 19 – Subsequent Events		36

	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	10,640		$	5,192
Accounts receivable:
Oil, natural gas, and NGL revenue		48,716			3,024
Joint interest and other		24,130			9,275
Acquisition receivable		17,452			—
Derivative assets		13,134			—
Inventory		4,890			5
Prepaid expenses and other current assets		2,015			312
Note receivable		—			494
Total current assets		120,977			18,302

Property and equipment:
Oil and natural gas properties, successful efforts method of accounting including $75,816 and $70,462 excluded from depletable base as of September 30, 2025 and December 31, 2024, respectively		806,955			134,953
Other		20,881			94
Less: Accumulated depreciation, depletion, and amortization		(30,780	)		(427	)
Total property and equipment, net		797,056			134,620
Derivative assets		6,523			—
Debt issuance costs, net		13,495			1,731
Operating lease assets		1,604			1,323
Other non–current assets		133			578
Total assets	$	939,788		$	156,554

Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	81,952		$	38,225
Ad valorem and production taxes payable		27,128			7,094
Oil, natural gas, and NGL revenue payable		35,181			2,366
Senior convertible note, at fair value		—			12,555
Derivative liabilities		—			2,446
Operating lease liabilities		749			323
Total current liabilities		145,010			63,009

Long–term liabilities:
Credit facility		417,000			28,000
Subordinated note – related party		1,458			4,609
Subordinated note warrants, at fair value – related party		300			4,159
Series F convertible preferred stock embedded derivatives, at fair value		11,596			—
Series F convertible preferred stock warrants, at fair value		62,776			—
SEPA, at fair value		—			790
Derivative liabilities		—			1,949
Ad valorem and production taxes payable		15,720			—
Oil, natural gas, and NGL revenue payable		20,869			—
Asset retirement obligation		3,185			227
Operating lease liabilities		989			1,043
Other long-term liabilities		361			—
Total long–term liabilities		534,254			40,777
Total liabilities		679,264			103,786

Commitments and contingencies (Note 12)

Mezzanine equity:
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 129,000 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		158,687			—

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 September 30, 2025 and December 31, 2024, respectively		—			—
Common stock; $0.01 par value; 500,000,000 shares authorized, and 54,012,410 and 23,045,209 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		540			230
Treasury stock, at cost; 63,337 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		(442	)		—
Additional paid–in capital		187,152			172,304
Accumulated deficit		(85,413	)		(119,766	)
Total stockholders’ equity		101,837			52,768
Total liabilities, mezzanine equity, and stockholders’ equity	$	939,788		$	156,554

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues:
Crude oil sales	$	64,906		$	—		$	133,635		$	—
Natural gas sales		7,571			—			14,105			—
NGL sales		5,244			—			10,898			—
Total revenues		77,721			—			158,638			—

Operating expenses:
Lease operating expenses		15,371			—			28,732			—
Transportation and processing expenses		2,200			—			4,567			—
Ad valorem and production taxes		4,676			—			12,049			—
Depreciation, depletion, and amortization		16,037			—			30,353			—
Accretion of asset retirement obligation		76			—			147			—
Exploration expenses		40			25			785			524
General and administrative expenses		12,273			8,790			34,268			24,905
Total operating expenses		50,673			8,815			110,901			25,429
Income (loss) from operations		27,048			(8,815	)		47,737			(25,429	)

Other (expenses) income:
Interest expense		(9,039	)		—			(19,541	)		—
Realized gain on derivatives		8,012			—			12,175			—
Unrealized gain on derivatives		962			—			24,052			—
Loss on adjustment to fair value – embedded derivatives, debt, and warrants		(25,914	)		—			(30,451	)		—
Loss on issuance of debt		—			(3,039	)		—			(3,039	)
Interest income and other		218			430			381			538
Total other expenses		(25,761	)		(2,609	)		(13,384	)		(2,501	)

Income (loss) from operations before provision for income taxes		1,287			(11,424	)		34,353			(27,930	)
Provision for income taxes		—			—			—			—
Net income (loss) from continuing operations		1,287			(11,424	)		34,353			(27,930	)

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.		1,287			(11,424	)		34,353			(28,975	)
Series F preferred stock declared dividends		(4,252	)		—			(7,540	)		—
Series F preferred stock undeclared dividends		443			—			(1,204	)		—
Remeasurement of Series F preferred stock		(19,986	)		—			(93,087	)		—
Net loss attributable to Prairie Operating Co. common stockholders	$	(22,508	)	$	(11,424	)	$	(67,478	)	$	(28,975	)

Loss per common share
Basic and diluted loss per share	$	(0.44	)	$	(0.68	)	$	(1.66	)	$	(2.24	)
Weighted average common shares outstanding
Basic and diluted		50,624,457			16,770,372			40,582,092			12,938,342

	Series D Preferred Stock Par value $0.01					Common Stock Par value $0.01					Treasury Stock					Additional Paid In			Accumulated			Stockholders’
	Shares			Amount		Shares			Amount		Shares		Amount			Capital			Deficit			Equity
December 31, 2024		14,457		$	—		23,045,209		$	230		—	$	—		$	172,304		$	(119,766	)	$	52,768
Conversion of Series D Preferred Stock		(8,475	)		—		1,695,000			17		—		—			(17	)		—			—
Conversion of Series F Preferred Stock		—			—		252,000			3		—		—			1,348			—			1,351
Issuance of Common Stock upon option exercise		—			—		2,333,334			23		—		—			560			—			583
Issuance of Common Stock upon Senior Convertible Note conversion		—			—		2,118,862			21		—		—			18,143			—			18,164
Issuance of Common Stock to fund Bayswater Acquisition, net of issuance costs		—			—		9,736,904			97		—		—			37,565			—			37,662
Issuance of common stock to seller as part of Bayswater Acquisition		—			—		3,656,099			37		—		—			15,963			—			16,000
Issuance of Common Stock related to stock–based compensation		—			—		144,915			1		—		—			(1	)		—			—
Purchase of treasury stock		—			—		(40,196	)		—		40,196		(336	)		—			—			(336	)
Stock–based compensation		—			—		—			—		—		—			1,324			—			1,324
Series F Preferred Stock undeclared dividends		—			—		—			—		—		—			(245	)		—			(245	)
Series F Preferred Stock deemed dividends		—			—		—			—		—		—			(90,612	)		—			(90,612	)
Net loss		—			—		—			—		—		—			—			(2,617	)		(2,617	)
March 31, 2025		5,982			—		42,942,127			429		40,196		(336	)		156,332			(122,383	)		34,042
Conversion of Series F Preferred Stock		—			—		774,000			8		—		—			3,413			—			3,421
Issuance of Common Stock for Series F Preferred Stock dividends		—			—		1,305,000			13		—		—			3,276			—			3,289
Issuance of Common Stock upon option exercise		—			—		483,870			5		—		—			45			—			50
Issuance of Common Stock related to stock–based compensation		—			—		130,619			1		—		—			(1	)		—			—
Purchase of treasury stock		—			—		(17,049	)		—		17,049		(82	)		—			—			(82	)
Stock–based compensation		—			—		—			—		—		—			2,398			—			2,398
Reclassification of Common Stock issuance costs		—			—		—			—		—		—			2,552			—			2,552
Series F Preferred Stock declared dividends		—			—		—			—		—		—			(3,289	)		—			(3,289	)
Series F Preferred Stock undeclared dividends		—			—		—			—		—		—			(1,402	)		—			(1,402	)
Remeasurement of Series F preferred stock		—			—		—			—		—		—			17,511			—			17,511
Net income		—			—		—			—		—		—			—			35,683			35,683
June 30, 2025		5,982			—		45,618,567			456		57,245		(418	)		180,835			(86,700	)		94,173
Conversion of Series F Preferred Stock		—			—		6,364,000			64		—		—			22,312			—			22,376
Issuance of Common Stock for Series F Preferred Stock dividends		—			—		1,806,000			18		—		—			3,933			—			3,951
Issuance of Common Stock upon option exercise		—			—		176,637			2		—		—			(2	)		—			—
Issuance of Common Stock related to stock–based compensation		—			—		53,298			—		—		—			—			—			—
Purchase of treasury stock		—			—		(6,092	)		—		6,092		(24	)		—			—			(24	)
Stock–based compensation		—			—		—			—		—		—			4,123			—			4,123
Common Stock issuance costs		—			—		—			—		—		—			(254	)		—			(254	)
Series F Preferred Stock declared dividends		—			—		—			—		—		—			(4,252	)		—			(4,252	)
Series F Preferred Stock undeclared dividends		—			—		—			—		—		—			443			—			443
Remeasurement of Series F preferred stock		—			—		—			—		—		—			(19,986	)		—			(19,986	)
Net income		—			—		—			—		—		—			—			1,287			1,287
September 30, 2025		5,982		$	—		54,012,410		$	540		63,337	$	(442	)	$	187,152		$	(85,413	)	$	101,837

	Series D Preferred Stock Par value $0.01					Series E Preferred Stock Par value $0.01					Common Stock Par value $0.01				Additional Paid In			Accumulated			Stockholders’
	Shares			Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Equity
December 31, 2023		20,627		$	—		20,000		$	—		9,826,719	$	98	$	118,928		$	(78,854	)	$	40,172
Conversion of Series D Preferred Stock		(1,225	)		—		—			—		245,000		2		(2	)		—			—
Issuance of Common Stock upon warrant exercise		—			—		—			—		743,610		7		4,454			—			4,461
Stock–based compensation		—			—		—			—		—		—		2,067			—			2,067
Net loss		—			—		—			—		—		—		—			(9,037	)		(9,037	)
March 31, 2024		19,402			—		20,000			—		10,815,329		107		125,447			(87,891	)		37,663
Conversion of Series D Preferred Stock		(2,895	)		—		—			—		579,090		6		(6	)		—			—
Issuance of Common Stock upon warrant exercise		—			—		—			—		836,130		8		5,008			—			5,016
Issuance of Common Stock related to stock–based compensation		—			—		—			—		334,312		3		(3	)		—			—
Stock–based compensation		—			—		—			—		—		—		1,384			—			1,384
Net loss		—			—		—			—		—		—		—			(8,514	)		(8,514	)
June 30, 2024		16,507			—		20,000			—		12,564,861		124		131,830			(96,405	)		35,549
Conversion of Series D Preferred Stock		(2,050	)		—		—			—		410,000		4		(4	)		—			—
Conversion of Series E Preferred Stock		—			—		(20,000	)		—		4,000,000		40		(40	)		—			—
Issuance of Common Stock upon warrant exercise		—			—		—			—		4,010,000		40		24,020			—			24,060
Issuance of Common Stock to fund NRO Acquisition, net of issuance costs		—			—		—			—		1,827,040		18		10,097			—			10,115
Issuance of Common Stock for SEPA commitment fee		—			—		—			—		100,000		1		599			—			600
Issuance of Common Stock related to stock-based compensation		—			—		—			—		6,862		—		—			—			—
Stock-based compensation		—			—		—			—		—		—		2,385			—			2,385
Net loss		—			—		—			—		—		—		—			(11,424	)		(11,424	)
September 30, 2024		14,457		$	—		—		$	—		22,918,763	$	227	$	168,887		$	(107,829	)	$	61,285

	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net income (loss) from continuing operations	$	34,353		$	(27,930	)
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock–based compensation		7,845			5,835
Depreciation, depletion, and amortization		30,353			—
Unrealized gain on derivatives		(24,052	)		—
Loss on adjustment to fair value – embedded derivatives, debt, and warrants		30,451			—
Non-cash SEPA commitment fee		—			600
Loss on issuance of debt		—			3,039
Amortization of deferred financing costs		3,902			—
Accretion of asset retirement obligation		147			—
Changes in operating assets and liabilities:
Accounts receivable		(54,162	)		—
Prepaid expenses and other current assets		(1,703	)		(96	)
Inventory		(4,885	)		—
Accounts payable and accrued expenses		23,710			12,453
Ad valorem and production taxes payable		8,627			—
Oil, natural gas, and NGL revenue payable		12,902			—
Other assets and liabilities		(104	)		(19	)
Net cash provided by (used in) continuing operating activities		67,384			(6,118	)
Net cash provided by discontinued operations		—			460
Net cash provided by (used in) operating activities		67,384			(5,658	)

Cash flows from investing activities:
Cash paid for Bayswater asset purchase		(467,461	)		—
Cash paid for other asset purchases		(12,709	)		—
Deposit for Nickel Road asset purchase		—			(9,000	)
Return of Nickel Road asset purchase deposit		—			3,000
Transaction expenses paid related to Nickel Road asset purchase		—			(120	)
Deposit on other oil and natural gas properties purchase		—			(382	)
Development of oil and natural gas properties		(126,184	)		(8,732	)
Cash paid for leasehold property purchases		(3,015	)		—
Cash received from payment on note receivable related to sale of cryptocurrency miners		833			252
Cash received from sale of cryptocurrency miners		—			1,000
Net cash used in investing activities		(608,536	)		(13,982	)

Cash flows from financing activities:
Proceeds from the issuance of Common Stock		43,817			15,000
Financing costs associated with issuance of Common Stock		(3,603	)		(4,884	)
Proceeds from the issuance of Series F Preferred Stock		148,250			—
Financing costs associated with the issuance of Series F Preferred Stock		(12,171	)		—
Borrowings on the Credit Facility		389,000			—
Debt issuance costs associated with the Credit Facility		(15,670	)		—
Payments of the Subordinated Note – related party		(3,214	)		—
Proceeds from option exercise		633			—
Repurchases of treasury stock		(442	)		—
Proceeds from the exercise of Series D and E Preferred Stock warrants		—			33,539
Proceeds from the issuance of the Subordinated Promissory Note – related party		—			3,000
Net cash provided by financing activities		546,600			46,655

Net increase in cash and cash equivalents		5,448			27,015
Cash and cash equivalents, beginning of the period		5,192			13,037
Cash and cash equivalents, end of the period	$	10,640		$	40,052

Preliminary Purchase Price Allocation:	(In thousands)
Consideration:
Cash consideration ⁽¹⁾	$	466,402
Common stock issued to the sellers ⁽²⁾		16,000
Direct transaction costs ⁽³⁾		7,094
Total consideration	$	489,496

Assets acquired:
Oil and natural gas properties ⁽⁴⁾	$	516,648
Other assets		29,031
Acquisition receivable ⁽⁵⁾		14,685
	$	560,364
Liabilities assumed:
Accounts payable and accrued expenses ⁽⁶⁾	$	(68,540	)
Asset retirement obligation, long-term		(2,328	)
	$	(70,868	)

Purchase Price Allocation:	(In thousands)
Consideration:
Cash consideration ⁽¹⁾	$	49,270
Deposits on oil and natural gas properties ⁽²⁾		6,000
Direct transaction costs ⁽³⁾		239
Total consideration	$	55,509

Assets acquired:
Oil and natural gas properties ⁽⁴⁾	$	63,591
Prepaid expenses, third-party JIB receivable, and other		104
	$	63,695
Liabilities assumed:
Accounts payable and accrued expenses ⁽⁵⁾	$	(7,965	)
Asset retirement obligation, long-term		(221	)
	$	(8,186	)

	Settling October 1, 2025 through December 31, 2025		Settling January 1, 2026 through December 31, 2026		Settling January 1, 2027 through December 31, 2027		Settling January 1, 2028 through December 31, 2028
Crude Oil Swaps:
Notional volume (Bbls)		717,598		2,241,616		1,592,503		471,907
Weighted average price ($/Bbl)	$	67.85	$	64.42	$	64.16	$	63.47
Natural Gas Swaps:
Notional volume (MMBtus)		3,017,447		11,413,134		9,874,626		4,406,357
Weighted average price ($/MMBtu)	$	4.33	$	4.08	$	4.07	$	4.00
Ethane Swaps:
Notional volume (Bbls)		85,845		288,956		232,375		51,809
Weighted average price ($/Bbl)	$	11.91	$	11.54	$	11.05	$	11.28
Propane Swaps:
Notional volume (Bbls)		149,550		509,724		417,744		94,220
Weighted average price ($/Bbl)	$	28.74	$	26.36	$	26.51	$	26.00
Iso Butane Swaps:
Notional volume (Bbls)		18,772		63,185		50,812		11,328
Weighted average price ($/Bbl)	$	35.62	$	33.92	$	30.22	$	29.63
Normal Butane Swaps:
Notional volume (Bbls)		51,933		174,809		140,580		31,343
Weighted average price ($/Bbl)	$	38.32	$	35.24	$	31.37	$	30.37
Pentane Plus Swaps:
Notional volume (Bbls)		38,716		130,321		104,802		23,366
Weighted average price ($/Bbl)	$	46.17	$	53.05	$	52.40	$	52.49

	September 30, 2025
	Gross Amounts Recognized			Gross Amounts Offset in Consolidated Balance Sheet			Net Amounts Presented on the Consolidated Balane Sheet
	(In thousands)
Current derivative assets	$	13,698		$	(554	)	$	13,134
Long-term derivative assets	$	7,560		$	(1,037	)	$	6,523

Current derivative liabilities	$	(1,602	)	$	1,602		$	—
Long-term derivative liabilities	$	—		$	—		$	—

	December 31, 2024
	Gross Amounts Recognized			Gross Amounts Offset in Consolidated Balance Sheet		Net Amounts Presented on the Consolidated Balance Sheet
	(In thousands)
Current derivative assets	$	—		$	—	$	—
Long-term derivative assets	$	—		$	—	$	—

Current derivative liabilities	$	(2,446	)	$	—	$	(2,446	)
Long-term derivative liabilities	$	(1,949	)	$	—	$	(1,949	)

	Fair Value Measurement as of September 30, 2025
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Commodity derivative contracts	$	19,657	$	—	$	19,657	$	—
Liabilities:
Subordinated note warrants – related party	$	300	$	—	$	—	$	300
Series F Preferred Stock embedded derivatives	$	11,596	$	—	$	—	$	11,596
Series F Preferred Stock warrants	$	62,776	$	—	$	—	$	62,776

	Fair Value Measurement as of December 31, 2024
	Total		Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Commodity derivative contracts	$	4,395	$	—	$	4,395	$	—
SEPA	$	790	$	—	$	—	$	790
Senior convertible note	$	12,555	$	—	$	—	$	12,555
Subordinated note – related party	$	4,609	$	—	$	4,609	$	—
Subordinated note warrants – related party	$	4,159	$	—	$	—	$	4,159

	September 30, 2025				December 31, 2024
	Face Value		Fair Value		Face Value		Fair Value
	(In thousands)
SEPA	$	—	$	—	$	—	$	790
Senior convertible note		—		—		11,252		12,555
Subordinated note – related party		1,458		1,458		3,214		4,609
Subordinated note warrants – related party		—		300		—		4,159
Series F Preferred Stock embedded derivatives		—		11,596		—		—
Series F Preferred Stock warrants	$	—	$	62,776	$	—	$	—

Subordinated Note Warrants – Monte Carlo Simulation Model	Key Inputs
Time to termination (years)		4.00
Stock price – as of September 30, 2025	$	1.985
Exercise price	$	8.89
Risk-free rate		3.61	%
Equity volatility rate		85.0	%

Series F Preferred Stock Warrants – Monte Carlo Simulation Model	Key Inputs
Time to termination (years)		5.48
Stock price – as of September 30, 2025	$	1.985
Exercise price	$	6.59
Future value of one Series F Preferred Stock Warrant share	$	0.54
Risk-free rate		3.72	%
Equity volatility rate		90.0	%

	September 30, 2025			December 31, 2024
	(In thousands)
Proved oil and natural gas properties	$	731,139		$	64,491
Less: Accumulated depletion		(30,343	)		(422	)
Proved oil and natural gas properties, net		700,796			64,069
Unproved oil and natural gas properties		32,662			32,435
Properties in development		43,154			38,027
Oil and natural gas properties, net		776,612			134,531

Other property and equipment		20,881			94
Less: Accumulated depreciation		(437	)		(5	)
Other property and equipment, net		20,444			89

Total property and equipment, net	$	797,056		$	134,620

	Operating Leases
Weighted–average lease term (years)		2.91
Weighted–average discount rate		10.2	%

	Series F Preferred Stock
	Shares			Amount
				(In thousands)
Balance as of January 1, 2025		—		$	—
Issuance of Series F Preferred Stock		148,250			148,250
Issuance costs		—			(12,171	)
Adjustment to fair value at issuance date		—			(47,594	)
Conversion of Series F Preferred Stock		(19,250	)		(19,709	)
Adjustment to maximum redemption value		—			89,911
Balance as of September 30, 2025		129,000		$	158,687

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested units as of December 31, 2024		999,825		$	12.18
Granted		5,622,675		$	2.74
Vested		(275,537	)	$	12.84
Forfeitures		(125,755	)	$	12.21
Unvested units as of September 30, 2025		6,221,208		$	3.54

	Number of PSUs			Weighted Average Grant Date Fair Value
Unvested units as of December 31, 2024		313,440		$	23.10
Granted		4,489,223		$	3.18
Vested		(31,976	)	$	23.10
Forfeitures		(23,602	)	$	23.10
Unvested units as of September 30, 2025		4,747,085		$	4.51

Exhibit No.		Description
2.1+		Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023, by and among Creek Road Miners, Inc., Creek Road Merger Sub, LLC and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).
2.2+		Asset Purchase Agreement, dated as of January 11, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating Co., and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2024).
2.3+		Amendment to Asset Purchase Agreement, dated as of August 15, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating Co. and Prairie Operating Co., LLC. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
2.4+		Asset Purchase Agreement, dated as of January 23, 2024, by and among Prairie Operating Co. and Matthew Austin Lerman (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2024).
2.5+		Purchase and Sale Agreement, dated as of February 6, 2025, by and between Prairie Operating Co., Otter Holdings, LLC, Prairie SWD Co., LLC, Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2025).
3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
3.2		Amended and Restated Bylaws of Prairie Operating Co. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2023).
3.3		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2023).
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
3.5		Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock of Prairie Operating Co. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
3.6		Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock of Prairie Operating Co. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
3.7		Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025).

4.1		Form of Series D PIPE Warrant (incorporated by reference to Exhibit C of Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).
4.2		Form of Exok Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
4.3		Form of Series E A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
4.4		Form of Series E B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
4.5		Form of Common Stock Purchase Warrant issued by Prairie Operating Co. to the Noteholders (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
4.6		Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust (incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 19, 2024).
4.7		Form of Warrant to Purchase Shares of Common Stock of Prairie Operating Co. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025).
10.1#		Second Amended and Restated Kovalik Employment Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.2#		Second Amended and Restated Hanna Employment Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).
10.3#		Amended and Restated Patton Employment Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025).

31.1*		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 (Rule 13a–14(a) or Rule 15d–14(a)).
31.2*		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 (Rule 13a–14(a) or Rule 15d–14(a)).
32.1**		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
32.2**		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104.0		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

		PRAIRIE OPERATING CO.

		By:	/s/ Edward Kovalik
			Edward Kovalik
Date:	November 14, 2025		Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Gregory S. Patton
			Gregory S. Patton
Date:	November 14, 2025		Executive Vice President & Chief Financial Officer
			(Principal Financial and Accounting Officer)