Prairie Operating Co 10-Q for FY2026 Q2

Prairie Operating Co. (PROP)

10-Q 2026-08-14 For: 2026-06-30

Added on August 14, 2026

About this 10-Q

Prairie Operating Co filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $98.86M; up 45.2% from $68.1M a year earlier
Net income: $109.02M; up 205.5% from net income of $35.68M a year earlier
Diluted EPS: $0.23; up 27.8% from $0.18 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 August 10, 2026
Common Stock, $0.01 par value		112,798,010

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	45
Item 4.	Controls and Procedures	46

PART II	OTHER INFORMATION	46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	47
Item 6.	Exhibits	47

SIGNATURES		49

Table of Contents		Page
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025		5
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025		6
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025		7
Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2026 and 2025		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		11
Note 3 – Acquisitions		13
Note 4 – Derivative Instruments		14
Note 5 – Fair Value Measurements		16
Note 6 – Property and Equipment, net		20
Note 7 – Asset Retirement Obligation		20
Note 8 – Accounts Payable and Accrued Expenses		21
Note 9 – Debt		21
Note 10 – Leases		23
Note 11 – Commitments and Contingencies		25
Note 12 – Mezzanine Equity		25
Note 13 – Stockholders’ Equity		28
Note 14 – Common Stock Options and Warrants		29
Note 15 – Long–Term Incentive Compensation		33
Note 16 – Earnings per Share		34
Note 17 – Related Party Transactions		36
Note 18 – Subsequent Events		36

	June 30, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	21		$	20
Oil, natural gas, and NGL accrued revenue		28,737			22,728
Joint interest and other receivables		7,234			23,106
Derivative assets, net		—			28,812
Inventory		4,220			3,604
Prepaid expenses and other current assets		1,689			1,452
Total current assets		41,901			79,722

Property and equipment:
Oil and natural gas properties, successful efforts method of accounting including $101,499 and $57,897 excluded from depletable base as of June 30, 2026 and December 31, 2025, respectively		1,007,985			852,732
Other property and equipment		21,604			21,067
Less: Accumulated depreciation, depletion, and amortization		(82,098	)		(49,343	)
Total property and equipment, net		947,491			824,456
Derivative assets, net		—			24,627
Debt issuance costs, net		12,688			12,642
Operating lease assets		2,966			2,966
Other non–current assets		167			133
Total assets	$	1,005,213		$	944,546

Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	92,729		$	62,792
Oil, natural gas, and NGL revenue payable		21,115			30,300
Ad valorem and production taxes payable		35,074			31,385
Derivative liabilities, net		16,954			—
Operating lease liabilities		1,543			1,300
Total current liabilities		167,415			125,777

Long–term liabilities:
Credit facility		436,000			366,000
Subordinated note – related party		1,458			1,458
Series F convertible preferred stock embedded derivatives, at fair value		12,262			15,853
Series F convertible preferred stock warrants, at fair value		9,492			90,134
Incremental share right liability, at fair value		15,264			—
Derivative liabilities, net		14,711			—
Oil, natural gas, and NGL revenue payable		39,582			27,402
Ad valorem and production taxes payable		33,411			22,751
Deferred tax liability		3,072			21,652
Asset retirement obligation		3,781			4,019
Operating lease liabilities		1,544			1,792
Other long-term liabilities		1,026			1,398
Total long–term liabilities		571,603			552,459
Total liabilities		739,018			678,236

Commitments and contingencies (Note 11)

Mezzanine equity:
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 78,000 and 121,050 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		43,224			136,146

Stockholders’ equity:
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 44 and 5,982 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		—			—
Common stock; $0.01 par value; 500,000,000 shares authorized, and 105,828,010 and 62,499,375 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		1,060			625
Treasury stock, at cost; 715,955 and 111,357 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		(1,778	)		(531	)
Additional paid–in capital		355,060			217,785
Accumulated deficit		(131,371	)		(87,715	)
Total stockholders’ equity		222,971			130,164
Total liabilities, mezzanine equity, and stockholders’ equity	$	1,005,213		$	944,546

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenues:
Crude oil, natural gas, and NGL revenues	$	98,859		$	68,100		$	182,276		$	80,915

Operating expenses:
Lease operating expenses		13,628			11,348			28,469			13,361
Transportation and processing expenses		2,426			2,234			4,922			2,367
Ad valorem and production taxes		7,983			6,416			14,775			7,374
Depreciation, depletion, and amortization		17,075			12,265			32,919			14,386
Exploration expenses		243			458			541			745
Abandonment and impairment of unproved properties		196			—			608			—
General and administrative expenses		11,952			16,443			28,838			21,995
Total operating expenses		53,503			49,164			111,072			60,228

Other income (expenses):
Interest expense		(10,033	)		(9,124	)		(18,230	)		(10,502	)
Gain (loss) on derivatives, net		45,079			28,150			(131,981	)		27,252
Gain (loss) on adjustment to fair value – financial instrument liabilities		48,233			(2,373	)		16,382			(4,537	)
Interest income and other		196			94			389			166
Total other income (expenses)		83,475			16,747			(133,440	)		12,379

Income (loss) from operations before income taxes		128,831			35,683			(62,236	)		33,066
Income tax (expense) benefit		(19,814	)		—			18,580			—
Net income (loss) attributable to Prairie Operating Co.		109,017			35,683			(43,656	)		33,066
Series F preferred stock declared dividends		(2,598	)		(3,289	)		(6,268	)		(3,289	)
Series F preferred stock undeclared dividends		186			(1,402	)		(780	)		(1,647	)
Remeasurement of Series F preferred stock		87,189			17,511			70,101			(73,101	)
Net income (loss) attributable to Prairie Operating Co. common stockholders	$	193,794		$	48,503		$	19,397		$	(44,971	)

Earnings (loss) per common share
Basic earnings (loss) per share	$	1.75		$	1.04		$	0.21		$	(1.27	)
Diluted earnings (loss) per share	$	0.23		$	0.18		$	(0.41	)	$	(1.27	)
Weighted average common shares outstanding
Basic		107,141,123			44,063,281			87,711,102			35,477,691
Diluted		185,590,890			198,365,207			183,000,521			35,477,691

	Series D Preferred Stock Par Value $0.01					Common Stock Par Value $0.01						Treasury Stock					Additional Paid In Capital			Accumulated Deficit			Stockholders’ Equity
	Shares			Amount		Shares			Amount			Shares		Amount			Additional Paid In Capital			Accumulated Deficit			Stockholders’ Equity
December 31, 2025		5,982		$	—		62,499,375		$	625			111,357	$	(531	)	$	217,785		$	(87,715	)	$	130,164
Conversion of Series F Preferred Stock		—			—		18,102,300			181			—		—			36,005			—			36,186
Issuance of Common Stock for Series F Preferred Stock dividends		—			—		2,352,000			24			—		—			3,463			—			3,487
Issuance of Common Stock related to stock–based compensation		—			—		2,925,368			29			—		—			(29	)		—			—
Purchase of treasury stock		—			—		(547,739	)		(5	)		547,739		(1,188	)		5			—			(1,188	)
Equity restricted stock unit vesting		—			—		—			—			—		—			415			—			415
Stock–based compensation		—			—		—			—			—		—			5,733			—			5,733
Series F Preferred Stock declared dividends		—			—		—			—			—		—			(3,670	)		—			(3,670	)
Series F Preferred Stock undeclared dividends		—			—		—			—			—		—			(966	)		—			(966	)
Remeasurement of Series F Preferred Stock		—			—		—			—			—		—			(17,088	)		—			(17,088	)
Net loss attributable to Prairie Operating Co.		—			—		—			—			—		—			—			(152,673	)		(152,673	)
March 31, 2026		5,982		$	—		85,331,304		$	854			659,096	$	(1,719	)	$	241,653		$	(240,388	)	$	400
Conversion of Series D Preferred Stock		(5,938	)		—		3,276,147			33			—		—			(33	)		—			—
Conversion of Series F Preferred Stock		—			—		4,352,402			44			—		—			9,628			—			9,672
Issuance of Common Stock for Series F Preferred Stock dividends		—			—		3,385,816			34			—		—			2,493			—			2,527
Issuance of Series F Preferred Stock Penny Warrants		—			—		—			—			—		—			11,495			—			11,495
Issuance of Common Stock upon Series F Preferred Stock First Penny Warrant exercise		—			—		4,000,000			40			—		—			—			—			40
Issuance of Common Stock upon option exercise		—			—		4,182,572			42			—		—			(42	)		—			—
Issuance of Common Stock under ATM, net of issuance costs		—			—		772,594			8			—		—			1,787			—			1,795
Issuance of Common Stock related to stock–based compensation		—			—		584,034			6			—		—			(6	)		—			—
Purchase of treasury stock		—			—		(56,859	)		(1	)		56,859		(59	)		1			—			(59	)
Stock–based compensation		—			—		—			—			—		—			3,307			—			3,307
Series F Preferred Stock declared dividends		—			—		—			—			—		—			(2,598	)		—			(2,598	)
Series F Preferred Stock undeclared dividends		—			—		—			—			—		—			186			—			186
Remeasurement of Series F Preferred Stock		—			—		—			—			—		—			87,189			—			87,189
Net income attributable to Prairie Operating Co.		—			—		—			—			—		—			—			109,017			109,017
June 30, 2026		44		$	—		105,828,010		$	1,060			715,955	$	(1,778	)	$	355,060		$	(131,371	)	$	222,971

	Series D Preferred Stock Par Value $0.01					Common Stock Par Value $0.01					Treasury Stock					Additional Paid In Capital			Accumulated Deficit			Stockholders’ Equity
	Shares			Amount		Shares			Amount		Shares		Amount			Additional Paid In Capital			Accumulated Deficit			Stockholders’ 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	)
Remeasurement of Series F Preferred Stock		—			—		—			—		—		—			(90,612	)		—			(90,612	)
Net loss attributable to Prairie Operating Co.		—			—		—			—		—		—			—			(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
Adjustment to prior 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 attributable to Prairie Operating Co.		—			—		—			—		—		—			—			35,683			35,683
June 30, 2025		5,982		$	—		45,618,567		$	456		57,245	$	(418	)	$	180,835		$	(86,700	)	$	94,173

	Six Months Ended June 30,
	2026			2025
Cash flows from operating activities:
Net (loss) income attributable to Prairie Operating Co.	$	(43,656	)	$	33,066
Adjustments to reconcile net (loss) income attributable to Prairie Operating Co. to net cash provided by operating activities
Depreciation, depletion, and amortization		32,919			14,386
Abandonment and impairment of unproved properties		608			—
Stock–based compensation		9,040			3,722
Unrealized loss (gain) on derivatives		85,104			(23,090	)
(Gain) loss on adjustment to fair value – financial instrument liabilities		(16,382	)		4,537
Deferred income taxes		(18,580	)		—
Amortization of deferred financing costs		1,899			2,940
Changes in operating assets and liabilities:
Oil, natural gas, and NGL accrued revenue		(6,010	)		(43,699	)
Joint interest and other receivables		15,872			1,152
Inventory, prepaid expenses, and other current assets		(531	)		(3,461	)
Accounts payable, accrued expenses, and other current liabilities		16,630			16,175
Revenue, ad valorem, and production taxes payable		17,343			3,994
Net cash provided by operating activities		94,256			9,722

Cash flows from investing activities:
Development of oil and natural gas properties		(132,563	)		(53,973	)
Other asset and leasehold purchases		(11,336	)		(950	)
Cash paid for Bayswater asset purchase, net of cash received		—			(467,461	)
Cash received from payment on note receivable		—			95
Net cash used in investing activities		(143,899	)		(522,289	)

Cash flows from financing activities:
Borrowings on the Credit Facility		134,000			359,000
Repayments on the Credit Facility		(64,000	)		—
Debt issuance costs associated with the Credit Facility		(1,945	)		(15,670	)
Proceeds from the issuance of Common Stock		1,841			43,817
Financing costs associated with the issuance of Common Stock		(46	)		(3,311	)
Proceeds from the issuance of Series F Preferred Stock		—			148,250
Financing costs associated with the issuance of Series F Preferred Stock		—			(11,059	)
Redemption of Series F Preferred Stock		(18,999	)		—
Payments of the Subordinated Note – related party		—			(3,214	)
Proceeds from option exercises		40			633
Treasury stock repurchased		(1,247	)		(418	)
Net cash provided by financing activities		49,644			518,028

Net increase in cash and cash equivalents		1			5,461
Cash and cash equivalents, beginning of the period		20			5,192
Cash and cash equivalents, end of the period	$	21		$	10,653

	Three Months Ended June 30,					Six Months Ended June 30,
	2026			2025		2026		2025⁽¹⁾
	(In thousands)
Crude oil sales	$	93,458		$	57,941	$	161,296	$	68,729
Natural gas sales^{(2) (3)}		(4,292	)		1,981		4,664		2,545
NGL sales ⁽³⁾		9,693			8,178		16,316		9,641
Total revenues	$	98,859		$	68,100	$	182,276	$	80,915

Purchase Price Allocation:	(In thousands)
Consideration:
Cash consideration ⁽¹⁾	$	452,499
Common stock issued to the sellers ⁽²⁾		16,000
Direct transaction costs ⁽³⁾		7,094
Total consideration	$	475,593

Assets acquired:
Oil and natural gas properties ⁽⁴⁾	$	515,619
Other ⁽⁵⁾		19,857
Joint interest receivable		8,788
	$	544,264
Liabilities assumed:
Ad valorem taxes	$	(29,095	)
Revenue suspense liability		(37,248	)
Asset retirement obligation, long–term		(2,328	)
	$	(68,671	)

	Settling July 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 December 31, 2029
Crude Oil Swaps:
Notional volume (Bbls)		2,651,848		4,662,503		2,862,307		210,000
Weighted average price ($/Bbl)	$	63.09	$	62.51	$	62.17	$	61.57
Natural Gas Swaps:
Notional volume (MMBtus)		7,584,322		14,082,126		5,606,357		400,000
Weighted average price ($/MMBtu)	$	4.08	$	4.08	$	4.02	$	4.11
Ethane Swaps:
Notional volume (Bbls)		215,747		400,675		220,109		—
Weighted average price ($/Bbl)	$	11.22	$	10.70	$	9.96	$	—
Propane Swaps:
Notional volume (Bbls)		293,113		522,684		199,160		—
Weighted average price ($/Bbl)	$	28.69	$	26.85	$	25.93	$	—
Iso Butane Swaps:
Notional volume (Bbls)		41,114		74,572		35,088		—
Weighted average price ($/Bbl)	$	35.41	$	31.77	$	30.77	$	—
Normal Butane Swaps:
Notional volume (Bbls)		103,276		184,140		74,903		—
Weighted average price ($/Bbl)	$	35.81	$	31.95	$	30.36	$	—
Pentane Plus Swaps:
Notional volume (Bbls)		86,958		160,242		78,806		—
Weighted average price ($/Bbl)	$	55.12	$	53.31	$	52.81	$	—

	June 30, 2026
	Gross Amounts Recognized			Gross Amounts Offset in the Condensed Consolidated Balance Sheet			Net Amounts Presented on the Condensed Consolidated Balance Sheet
	(In thousands)
Current derivative assets	$	11,359		$	(11,359	)	$	—
Long-term derivative assets	$	7,254		$	(7,254	)	$	—

Current derivative liabilities	$	(28,313	)	$	11,359		$	(16,954	)
Long-term derivative liabilities	$	(21,966	)	$	7,254		$	(14,711	)

	Fair Value Measurement as of June 30, 2026
	Total		Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Commodity derivative contracts	$	31,665	$	—	$	31,665	$	—
Subordinated note warrants – related party	$	26	$	—	$	—	$	26
Series F Preferred Stock embedded derivatives	$	12,262	$	—	$	—	$	12,262
Series F Preferred Stock anniversary warrants	$	9,492	$	—	$	—	$	9,492
Incremental share right liability	$	15,264	$	15,264	$	—	$	—

	Fair Value Measurement as of December 31, 2025
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Commodity derivative contracts	$	53,439	$	—	$	53,439	$	—

Liabilities:
Subordinated note warrants – related party	$	316	$	—	$	—	$	316
Series F Preferred Stock embedded derivatives	$	15,853	$	—	$	—	$	15,853
Series F Preferred Stock anniversary warrants	$	90,134	$	—	$	—	$	90,134

	June 30, 2026				December 31, 2025
	Face Value		Fair Value		Face Value		Fair Value
	(In thousands)
Subordinated note warrants – related party	$	—	$	26	$	—	$	316
Series F Preferred Stock embedded derivatives	$	—	$	12,262	$	—	$	15,853
Series F Preferred Stock anniversary warrants	$	—	$	9,492	$	—	$	90,134
Incremental share right liability	$	—	$	15,264	$	—	$	—

	Key Inputs
Subordinated Note Warrants – Monte Carlo Simulation Model	June 30, 2026			December 31, 2025
Time to termination (years)		3.25			3.75
Stock price – as of period indicated	$	0.72		$	1.69
Exercise price	$	8.89		$	8.89
Risk–free rate		4.07	%		3.55	%
Equity volatility rate		75.0	%		85.0	%

Weighted–average lease term (years)			2.45
Weighted–average discount rate			10.06	%

	(In thousands)
July 1, 2026 through December 31, 2026	$	1,665
January 1, 2027 through December 31, 2027		1,054
January 1, 2028 through December 31, 2028		611
January 1, 2029 through December 31, 2029		171
Total lease payments		3,501
Less: imputed interest		(414	)
Total lease liability	$	3,087

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested units as of December 31, 2025		6,273,430		$	3.33
Granted		2,496,898		$	0.66
Vested		(3,230,282	)	$	3.64
Forfeitures		(48,505	)	$	2.74
Unvested units as of June 30, 2026		5,491,541		$	1.94

	Number of PSUs			Weighted Average Grant Date Fair Value
Unvested units as of December 31, 2025		4,714,434		$	4.33
Granted		1,181,086		$	0.84
Vested		(83,746	)	$	23.10
Forfeitures		(1,169,716	)	$	4.61
Unvested units as of June 30, 2026		4,642,058		$	2.96

	Settling July 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 December 31, 2029
Crude Oil Swaps:
Notional volume (Bbls)		2,651,848		4,662,503		2,862,307		210,000
Weighted average price ($/Bbl)	$	63.09	$	62.51	$	62.17	$	61.57
Natural Gas Swaps:
Notional volume (MMBtus)		7,584,322		14,082,126		5,606,357		400,000
Weighted average price ($/MMBtu)	$	4.08	$	4.08	$	4.02	$	4.11
Ethane Swaps:
Notional volume (Bbls)		215,747		400,675		220,109		—
Weighted average price ($/Bbl)	$	11.22	$	10.70	$	9.96	$	—
Propane Swaps:
Notional volume (Bbls)		293,113		522,684		199,160		—
Weighted average price ($/Bbl)	$	28.69	$	26.85	$	25.93	$	—
Iso Butane Swaps:
Notional volume (Bbls)		41,114		74,572		35,088		—
Weighted average price ($/Bbl)	$	35.41	$	31.77	$	30.77	$	—
Normal Butane Swaps:
Notional volume (Bbls)		103,276		184,140		74,903		—
Weighted average price ($/Bbl)	$	35.81	$	31.95	$	30.36	$	—
Pentane Plus Swaps:
Notional volume (Bbls)		86,958		160,242		78,806		—
Weighted average price ($/Bbl)	$	55.12	$	53.31	$	52.81	$	—

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).
2.6		Amendment to Purchase and Sale Agreement, dated as of March 14, 2025, by and among 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 & Production, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8–K, filed with the SEC on March 17, 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).
4.8		First Penny Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026).
4.9		Form of Second Penny Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026).
10.1		Amendment and Restatement of Amendment to Securities Purchase Agreement and Form of Anniversary Warrant, dated April 6, 2026, by and among Prairie Operating Co. and each of the investors listed on the Schedule of Buyers attached to the Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 7, 2026).
10.2		Letter Agreement, dated April 8, 2026, by and between the Company and Hudson Bay PH XIX LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2026).
10.3		Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, by and among Prairie Operating Co., Citibank, N.A and the other credit parties party thereto (including Annex A, which is a conformed copy of the Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).

10.4*		Letter Agreement, dated June 10, 2026, by and between Prairie Operating Co. and Hudson Bay PH XIX LLC.

10.5#		Amended and Restated Employment Agreement, dated June 23, 2026, by and between Prairie Operating Employee Co., LLC and Gregory S. Patton (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2026).
10.6#		Performance Unit Award Agreement, dated June 23, 2026, by and between Prairie Operating Co. and Gregory S. Patton (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2026).
10.7#		Employment Agreement, dated June 23, 2026, by and between Prairie Operating Employee Co., LLC and Michael Shelly (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2026).
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/ Gregory S. Patton
			Gregory S. Patton
Date:	August 14, 2026		Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Michael J. Shelly
			Michael J. Shelly
Date:	August 14, 2026		Executive Vice President & Chief Financial Officer
			(Principal Financial and Accounting Officer)

	Very truly yours,

	PRAIRIE OPERATING CO.

	By:	/s/ Gregory S. Patton

	Name:	Gregory S. Patton
	Title:	Executive Vice President & Chief Financial Officer

Acknowledged and agreed, as of the date first written above:

HUDSON BAY PH XIX LLC

By:	/s/ Richard Allison