プレーリーオペレーティングの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) March 25, 2026

Prairie Operating Co.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41895		98-0357690
(Commission File Number)		(IRS Employer Identification No.)

55 Waugh Drive
Suite 400
Houston, TX		77007

(Address of Principal Executive Offices)		(Zip Code)

(713) 766-1200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications 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.

As previously disclosed on the Current Report on Form 8-K of Prairie Operating Co. (the “Company”) filed on March 26, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the investors listed on the Schedule of Buyers attached thereto (collectively, the “Buyers”), pursuant to which, among other things, the Company (i) sold to the Buyers 148,250 shares (the “Preferred Shares”) of the Company’s Series F Preferred Stock, $0.01 par value per share (“Series F Preferred Stock”), with a stated value of $1,000 per share, subject to adjustment (the “Stated Value”), and (ii) agreed to issue to the Buyers upon the one-year anniversary of the issue date of the Preferred Shares, subject to the satisfaction of certain conditions, warrants to purchase a number of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), equal to the quotient of (1) 125% of the Stated Value of all Series F Preferred Stock held by such holder on the original issuance date, divided by (2) the average of the 10 daily volume-weighted average per share trading prices of the Common Stock during the 10 trading days prior to the original issuance date.

On March 25, 2026, the Company and the Buyers entered into an Amendment to Securities Purchase Agreement and Form of Anniversary Warrant (the “Amendment”). Among other things, the Amendment (i) amends Section 4(w) of the Purchase Agreement to change the “Anniversary Warrant Issuance Date” from the first anniversary of the Closing Date (as defined in the Purchase Agreement) to April 7, 2026; (ii) amends certain footnotes in the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement to replace certain references to the first anniversary of the Closing Date with references to April 7, 2026; and (iii) provides that the Company shall pay to the Buyers an aggregate amount equal to $3 million on April 6, 2026, unless the obligation to pay such fee has been waived by the Buyers in their sole discretion.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

	10.1	Amendment to Securities Purchase Agreement and Form of Anniversary Warrant, dated March 25, 2026, by and among Prairie Operating Co. and each of the investors listed on the Schedule of Buyers attached to the Purchase Agreement.
	104	Cover Page Interactive Data File-formatted as Inline XBRL.

SIGNATURES

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: March 25, 2026	Prairie Operating Co.

	By:	/s/ Daniel T. Sweeney
	Name:	Daniel T. Sweeney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

EX-10.1 2 ef20068686_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT (this “Amendment”), dated March 25, 2026, is entered into by and among Prairie Operating Co., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers (individually, a “Buyer” and collectively, the “Buyers”) attached to the Purchase Agreement (defined below). The Company and the Buyers each may be hereinafter referred to as a “Party” and together as the “Parties.”

RECITALS

Reference is made to (i) that certain Securities Purchase Agreement, dated as of March 24, 2025, by and among the Parties (the “Purchase Agreement”) and (ii) the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement (the “Form of Warrant”). Capitalized terms used without being defined herein have the meanings ascribed in the Purchase Agreement or the Form of Warrant, as applicable.

Effective as of the date hereof, the Parties wish to amend the Purchase Agreement and the Form of Warrant as set forth herein.

In consideration of these recitals and the mutual covenants, representations, warranties and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Amendments to Purchase Agreement. Section 4(w) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(w) If on April 7, 2026 (or if such date is not a Trading Day (as defined in the Certificate of Designation), then the immediately preceding Trading Day) (the "Anniversary Warrant Issuance Date") (i) any Purchased Preferred Stock is outstanding and (ii) the Last Reported Sale Price (as defined in the Certificate of Designation) during any Trading Day in the twenty (20) Trading Day period ending on and including such date was less than one hundred fifteen percent (115%) of the Conversion Price, then the Company shall on such date issue the Anniversary Warrants to the Buyers for no additional consideration."

2. Amendments to Form of Warrant. The Form of Warrant is hereby amended as follows:

(a) Footnote 1 to the Form of Warrant is hereby amended and restated in its entirety as follows:

"NTD: To be a number of shares of Common Stock equal to the quotient of (i) one hundred twenty five percent (125%) of the Stated Value (as defined in the Certificate of Designation) of all Purchased Preferred Stock held by such Holder on April 7, 2026, divided by (ii) the average of the ten Daily VWAPs (as defined in the Certificate of Designation) during the ten VWAP Trading Day (as defined in the Certificate of Designation) period prior to the Original Issuance Date."

(b) Footnote 2 to the Form of Warrant is hereby amended and restated in its entirety as follows:

"NTD: To be April 7, 2026."

On April 6, 2026, the Company shall pay to the Buyers an aggregate amount equal to three million dollars ($3,000,000) by wire transfer of immediately available funds in accordance with the wire instructions set forth on the Buyers’ signature page, unless the obligation to pay such fee has been waived by the Buyers in their sole discretion.

The Company hereby represents and warrants to each of the Buyers that:

This Amendment constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

As of the date hereof, the representations and warranties of the Company set forth in the Purchase Agreement are true and correct in all material respects (or, in the case of any such representation or warranty qualified by materiality or Material Adverse Effect (as defined in the Purchase Agreement), in all respects), other than any such representation or warranty given as of a particular date in which case they are true and correct in all material respects (or, in the case of any such representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such date.

No Triggering Event (as defined in the Certificate of Designation), or event which with the passage of time and/or the giving of notice would constitute a Triggering Event, has occurred and is continuing as of the date hereof.

This Amendment may be executed by one or more of the Parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), electronic deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Amendment shall have the same validity and effect as a signature affixed by the party’s hand.

The Company shall promptly pay all reasonable and documented out-of-pocket expenses and costs of the Buyers (including, without limitation, the reasonable and documented attorney fees and expenses of counsel for the Buyers) in connection with the preparation, negotiation, execution and approval of this Amendment.

No later than 9:30 a.m., New York time, on the Business Day immediately following the date of this Amendment, the Company shall file a Current Report on Form 8-K with the Securities and Exchange Commission (the "Form 8-K") reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by this Amendment. From and after the filing of the Form 8-K, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall have terminated and none of the Buyers have been subject to any such obligation since the filing of the Form 8-K.

All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Purchase Agreement.

This Amendment shall constitute a Transaction Document for all purposes under the Purchase Agreement. Except as amended herein, the Transaction Documents (including the Form of Warrant) are hereby ratified and reaffirmed and the Company acknowledges, confirms and agrees that all of the Company’s obligations owing to the Buyers under the Transaction Documents are hereby reaffirmed and shall remain in full force and effect.

[signature pages follow]

	COMPANY:

	PRAIRIE OPERATING CO.

	By:	/s/ Greg Patton
	Name: Greg Patton
	Title: Executive Vice President and Chief Financial Officer

	BUYERS:

	HUDSON BAY PH XIX LLC

	By:	/s/ Richard Allison
	Name: Richard Allison
	Title: Authorized Signatory

	Buyers’ Wire Transfer Instructions

	Bank: [REDACTED]
	Account Number: [REDACTED]
	Account Name: [REDACTED]
	ABA Number: [REDACTED]
	SWIFT Code: [REDACTED]