Recent Key Highlights

•

Total revenue of $83.4 million, an increase of over 500% quarter-over-quarter

⁽¹⁾ Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this Current Report on Form 8-K.

Richard Frommer Interim Chief Executive Officer, commented:

“Prairie delivered a strong start to 2026, with meaningful production growth, solid financial performance, and continued operational execution across our DJ Basin assets. Importantly, we made significant progress on our capital structure during the quarter through the partial refinancing of the Series F Preferred, which reduced both the outstanding balance and potential dilution. This marks an important step forward, and we remain focused on fully addressing the remaining Series F Preferred to simplify our capital structure and remove this overhang entirely. With a high-quality asset base, improving financial profile, and clear strategic priorities, we believe Prairie is well positioned to deliver sustainable long-term value for our shareholders.”

First Quarter 2026 Highlights

•

Revenue of $83.4 million, driven by realized prices (excluding hedges) of $67.91 per barrel for oil, $13.33 per barrel for NGLs, and $2.53 per Mcf for natural gas.

•

Net loss attributable to Prairie Operating Co. common stockholders of $174.4 million, or $2.16 basic loss per share.

•

Adjusted EBITDA(1) of $37.2 million compared to $5.2 million for the quarter ended March 31, 2025.

•

Capital expenditures incurred of $34.1 million.

•

Net cash provided by operating activities of $42.3 million.

⁽¹⁾ Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this Current Report on Form 8-K.

Operational Update

Operationally, the first quarter of 2026 reflected continued strong execution across Prairie’s DJ Basin position, with a clear focus on efficiency, cost control, and consistent well performance.

Since January 1, the Company has drilled a total of 17 wells across two of its key development pads. At the Elder pad, Prairie drilled nine wells with an average spud-to-rig release time of 6.2 days and an average measured depth of approximately 18,435 feet. At the Opal Coalbank pad, the Company drilled 8 wells with an average spud-to-rig release time of 5.5 days and an average measured depth of approximately 18,373 feet.

Operational performance remained strong across both pads. Notably, 13 of the 17 wells were drilled in a single run, and all wells were delivered below AFE, with average cost savings exceeding $100,000 per well. These results highlight the Company’s continued improvements in drilling efficiency, execution consistency, and capital discipline. From a geological standpoint, the program included 13 Niobrara wells and four Codell wells, further enhancing the depth and quality of Prairie’s development inventory.

In addition to drilling activity, the Company continued to advance completion and turn-in-line operations, with early well performance meeting or exceeding expectations.

Overall, Prairie continues to execute at a high level, delivering strong operational results while maintaining disciplined capital allocation and positioning the Company for sustained, efficient growth.

First Quarter Results

Key Financial Highlights

 

Revenue And Production

Revenue for the quarter ended March 31, 2026 was $83.4 million, $67.8 million related to oil. Production for the quarter ended March 31, 2026 was 2,086 MBoe and was comprised of approximately 48% oil (approximately 72% liquids).

⁽¹⁾ MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.

Operating Costs

(1)	Ad valorem and production taxes payable for the three months ended March 31, 2026 includes the quarterly Colorado production fee of $0.6 million, or $0.27 per Boe.

(2)	General and administrative expenses for the three months ended March 31, 2026, includes non-cash stock-based compensation of $5.8 million, or $2.78 per Boe, and non-recurring litigation and severance settlement expenses of $3.3 million, or $1.60 per Boe.

Liquidity and Capital Resources

As of March 31, 2026, we had approximately $113.5 million of liquidity, primarily consisting of borrowings available under our Credit Facility. As of March 31, 2026, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

2026 Guidance Reaffirmed

Prairie reaffirms full-year guidance for 2026 as follows:

 

⁽¹⁾ Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this Current Report on Form 8-K.

Commodity Hedges

As of March 31, 2026, the Company had the following outstanding crude oil and natural gas derivative contracts in place, which settle monthly and are indexed to NYMEX West Texas Intermediate, NYMEX Henry Hub, and Mount Belvieu OPIS, respectively:

Non-GAAP Financial Measures

This Current Report on Form 8-K contains Adjusted EBITDA which is a financial measure not presented in accordance with U.S. GAAP. Adjusted EBITDA is used by management to evaluate the performance of our business, make operational decisions, and assess our ability to generate cashflows. Management believes Adjusted EBITDA provides investors with helpful information to better understand the underlying performance trends of our business, facilitate period-to-period comparisons, and assess the company’s operating results.

Cautionary Statement about Forward-Looking Statements

The information included in this Current Report on Form 8-K and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding future financial performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report on Form 8-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks are not exhaustive. Other sections of this Current Report on Form 8-K could include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our Securities and Exchange Commission (the “SEC”), filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this Current Report on Form 8-K should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

All forward-looking statements expressed or implied, included in this Current Report on Form 8-K are expressly qualified in their entirety by this cautionary statement.

Regulation FD Disclosure

The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and the investor relations section of its website at www.prairieopco.com.

In addition to these traditional channels, the Company also uses its official social media accounts as a means of disclosing information about Prairie and its business, and to comply with its disclosure obligations under Regulation FD. The Company’s official social media accounts currently include @PrairieOpCo on X (formerly Twitter) and linkedin.com/company/prairie-operating-co on LinkedIn. Information the Company posts through these social media channels may be deemed material. Accordingly, investors, the media, and others interested in the Company should monitor these accounts in addition to following the Company’s press releases, SEC filings, and public conference calls and webcasts. The Company may update the list of official social media accounts from time to time, and any such updates will be posted on the investor relations section of its website.

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquid resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil natural gas, and natural gas liquid resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.

More information about the Company can be found at www.prairieopco.com.

Investor Relations Contact:

Wobbe Ploegsma

info@prairieopco.com

832-274-3449

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

		March 31, 2026				December 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	263			$	20
Oil, natural gas, and NGL accrued revenue			27,095				22,728
Joint interest and other receivables			26,683				23,106
Derivative assets			—				28,812
Inventory			2,653				3,604
Prepaid expenses and other current assets			1,655				1,452
Total current assets			58,349				79,722
Property and equipment:
Oil and natural gas properties, successful efforts method of accounting including $115,613 and $57,897 excluded from depletable base as of March 31, 2026 and December 31, 2025, respectively			912,615				852,732
Other property and equipment			21,349				21,067
Less: Accumulated depreciation, depletion, and amortization			(65,110	)			(49,343	)
Total property and equipment, net			868,854				824,456
Deferred tax asset			16,742				—
Derivative assets			—				24,627
Debt issuance costs, net			11,679				12,642
Operating lease assets			2,997				2,966
Other non–current assets			133				133
Total assets		$	958,754			$	944,546
Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	104,642			$	62,792
Oil, natural gas, and NGL revenue payable			34,026				30,300
Ad valorem and production taxes payable			30,352				31,385
Derivative liabilities			68,988				—
Operating lease liabilities			1,363				1,300
Total current liabilities			239,371				125,777
Long–term liabilities:
Credit facility			361,500				366,000
Subordinated note – related party			1,458				1,458
Subordinated note warrants, at fair value – related party			725				316
Series F convertible preferred stock embedded derivatives, at fair value			15,806				15,853
Series F convertible preferred stock warrants, at fair value			114,433				90,134
Derivative liabilities			40,457				—
Oil, natural gas, and NGL revenue payable			24,831				27,402
Ad valorem and production taxes payable			31,259				22,751
Deferred tax liability			—				21,652
Asset retirement obligation			3,657				4,019
Operating lease liabilities			1,756				1,792
Other long-term liabilities			1,042				1,082
Total long–term liabilities			596,924				552,459
Total liabilities			836,295				678,236
Commitments and contingencies
Mezzanine equity:
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 98,000 and 121,500 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			122,059				136,146
Stockholders’ equity:
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 5,982 shares issued and outstanding as of March 31, 2026 and December 31, 2025			—				—
Common stock; $0.01 par value; 500,000,000 shares authorized, and 85,331,304 and 62,499,375 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			854				625
Treasury stock, at cost; 659,096 and 111,357 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			(1,719	)			(531	)
Additional paid–in capital			241,653				217,785
Accumulated deficit			(240,388	)			(87,715	)
Total stockholders’ equity			400				130,164
Total liabilities, mezzanine equity, and stockholders’ equity		$	958,754			$	944,546

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

Prairie Operating Co. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities for the periods presented:

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