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Prairie Operating Co. Announces Year End 2025 Results

  • 2025 Total Revenue of $241.6 million (approximately $315.0 million including Bayswater), an increase of approximately 3,000% year-over-year
  • Record Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater), an increase of over 975% year-over-year
  • Approximately 3,900% increase in annual production to 18,500 net Boe/d (approximately 24,000 Boe/d including Bayswater) (50% oil / 73% liquids)
  • Current production rate of approximately 28,000 net Boe/d
  • Reached agreement to extend grant of Series F Preferred equity anniversary warrants

HOUSTON, March 30, 2026 (GLOBE NEWSWIRE) -- Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced its financial and operational results through and subsequent to the year ended December 31, 2025.

KEY HIGHLIGHTS

  • Record total production of 6.75 million of barrels of oil equivalent (“MMBoe”) (approximately 73% liquids).
  • Proved reserves of 121,119 MBoe, 43% of which are proved undeveloped with discounted future net cash flows of $851.7 million, PV-10(1) of $1,219.8 million.
  • Expanded hedging program, securing favorable commodity pricing through 2029.
  • Closed and completed transition services period for $602.75 million acquisition of assets from Bayswater Exploration & Production.
  • Completed six additional complementary acquisitions, adding approximately 44,000 net acres at attractive metrics.
  • Exited 2025 with a current production rate of approximately 28,000 net Boe/d, reflecting the strength of the Company’s asset base and the impact of development activity during the year.

(1) EBITDA and PV-10 are Non-GAAP measures, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this press release.

From Rich Frommer, Interim Chief Executive Officer and President:

“2025 marked a transformational year for Prairie. We materially scaled production, expanded margins, fully integrated the Bayswater assets, and strengthened our balance sheet while maintaining capital discipline and operational excellence.”

“Our team delivered record production and Adjusted EBITDA(1), giving us strong momentum entering 2026. With a deep inventory of high-quality drilling locations, expanded hedge protection, and growing scale in the DJ Basin, we believe Prairie is well positioned to execute on its strategy and create long-term shareholder value.”

YEAR END FINANCIAL RESULTS SUMMARY

Full Year 2025 Highlights

  • Revenue of $241.6 million (approximately $315.0 million including Bayswater), driven by realized prices (excluding hedges) of $59.91 per barrel for oil, $18.16 per barrel for NGLs, and $0.88 per Mcf for natural gas.
  • Net loss attributable to common stockholders of $60.9 million, or $1.35 basic loss per share.
  • Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater) compared to $(17.7) million for the year ended December 31, 2024.
  • Capital expenditures incurred of $183.4 million, approximately 35% below midpoint of guidance.
  • Net cash provided by operating activities of $153.9 million.
  • Proved reserves of 121,119 MBoe, 43% of which are proved undeveloped.
  • Standardized measure of discounted future net cash flows of $851.7 million, PV-10(1) of $1,219.8 million.

(1) Adjusted EBITDA and PV-10 are Non-GAAP measures, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this press release.

OPERATIONS UPDATE

Operationally, 2025 marked a significant step forward for Prairie as the Company completed the transition period following the Bayswater acquisition and assumed full operational control of those assets.

On April 1, 2025, we launched development at our Rusch pad in Weld County, which consists of 11 two-mile lateral wells. The Rusch wells came online late in September 2025 with initial average oil and natural gas production measured before any deductions for fuel, flare, or vented volumes (“two-stream”) gross production of 475 Boe/d.

On April 28, 2025, we announced plans to begin completions on nine previously drilled but uncompleted wells acquired in the Bayswater Acquisition. Completion activities at the Opal/Coalbank pad began in May 2025, and the wells came online mid-July 2025 with initial average two-stream gross production of 725 Boe/d.

On June 1, 2025, we moved the drilling rig to our Noble pad in Weld County, which consists of seven wells. The Noble wells came online in November 2025 with initial average two-stream gross production of 550 Boe/d.

In September 2025, we moved the drilling rig to the recently acquired Simpson pad in Weld County, which consists of six wells. Three Simpson wells came online in December 2025, and the remaining wells came online in January 2026 with initial average two-stream gross production of 500 Boe/d.

In December 2025, we moved the drilling rig to the Blehm pad and then the Schneider pad, both in Weld County, consisting of ten wells. Completion activities at the Blehm and Schneider pads are ongoing, with first production expected early in the second quarter of 2026.

At the end of 2025, we moved the drilling rig to the Elder East and West pad, which consists of nine wells. Drilling at this pad is expected to be completed imminently.

YEAR END 2025 RESULTS

Key Financial Highlights

(In thousands, except per share amounts)   Year Ended December 31, 2025  
Total revenues   $ 241,648  
Net loss attributable to common stockholders   $ (60,907 )
Loss per share – basic & diluted   $ (1.35 )
Adjusted EBITDA   $ 155,535  
Capital expenditures   $ 183,352  
         

 RESERVES

Our reserve estimates as of December 31, 2025, are based on a reserve report prepared by Cawley, Gillespie & Associates Inc. (“CG&A”) in accordance with the rules and regulations of the SEC in Regulation S-X, Rule 4-10, and do not include probable or possible reserves. All of our proved reserves presented below are located in the DJ Basin.

The following table presents our estimated proved reserves by category, the standardized measure of discounted future net cash flows, PV-10, and the prices used in the calculation of net proved reserves estimates for the year ended December 31, 2025:

    Year Ended December 31, 2025  
Net reserve volumes:        
Proved developed producing:        
Oil (MBbls)     27,900  
Natural gas (MMcf)     122,975  
NGL (MBbls)     17,974  
Total (MBoe)(1)     66,370  
         
Proved developed non-producing:        
Oil (MBbls)     1,406  
Natural gas (MMcf)     2,258  
NGL (MBbls)     330  
Total (MBoe)(1)     2,112  
         
Proved undeveloped:        
Oil (MBbls)     30,725  
Natural gas (MMcf)     70,041  
NGL (MBbls)     10,238  
Total (MBoe)(1)     52,637  
         
Total proved:        
Oil (MBbls)     60,031  
Natural gas (MMcf)     195,274  
NGL (MBbls)     28,542  
Total (MBoe)(1)     121,119  
         
Reserves data (in thousands):        
Standardized measure of discounted future net cash flows   $ 851,702  
PV-10(2)   $ 1,219,814  
         
SEC Prices(3):        
Oil (per Bbl)   $ 65.34  
Natural gas (per Mcf)   $ 3.39  
NGL (per Bbl)   $ 19.28  


(1) Assumes a ratio of 6 MMcf of natural gas per MBoe.
(2) PV-10 is a financial measure not presented in accordance with U.S. GAAP. PV-10 is derived from the Standardized Measure, which is the most directly comparable GAAP financial measure for proved reserves. PV-10 is a computation of the Standardized Measure on a pre-tax basis and is equal to the Standardized Measure at the applicable date, before deducting future income taxes discounted at 10%.
(3) Our estimated proved reserves and the related net revenues were determined using the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December (“SEC Prices”). The SEC Prices are adjusted for treating costs and/or crude quality and gravity corrections.


REVENUE AND PRODUCTION

Revenue for the year ended December 31, 2025 was $241.6 million, $204.0 million related to oil. Production for the year ended December 31, 2025 was 6,748 MBoe and was comprised of approximately 50% oil (approximately 73% liquids).

    Year Ended December 31, 2025(1)  
Revenues (in thousands)      
Oil revenue   $ 204,040  
Natural gas revenue     9,472  
NGL revenue     28,136  
Total revenues   $ 241,648  
         
Production:        
Oil (MBbls)     3,406  
Natural gas (MMcf)     10,753  
NGL (MBbls)     1,550  
Total production (MBoe)(2)     6,748  
         
Average sales volumes per day (Boe/d)     18,487  
         
Average realized price (excluding effects of derivatives):        
Oil (per MBbl)   $ 59.91  
Natural gas (per MMcf)   $ 0.88  
NGL (per MBbl)   $ 18.16  
Average realized price (per MBoe)   $ 35.81  
         
Average realized price (including effects of derivatives):        
Oil (per MBbl)   $ 63.87  
Natural gas (per MMcf)   $ 1.65  
NGL (per MBbl)   $ 17.93  
Average price (per MBoe)   $ 38.98  
         
Average NYMEX prices:        
WTI (per MBbl)   $ 65.39  
Henry Hub (per MMBtu)   $ 3.51  


(1) Total revenues and production for the year ended December 31, 2025, include revenue and production volumes from the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through December 31, 2025.
(2) MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.


OPERATING COSTS 

(In thousands, except per Boe amounts)   Year Ended December 31, 2025(1)  
Lease operating expenses   $ 41,411  
Lease operating expenses per Boe   $ 6.14  
         
Transportation and processing   $ 8,910  
Transportation and processing per Boe   $ 1.32  
         
Ad valorem and production taxes(2)   $ 21,231  
Ad valorem and production taxes per Boe   $ 3.15  
         
General and administrative expenses(3)   $ 50,614  
General and administrative expenses per Boe   $ 7.50  


(1) Total operating expenses for the year ended December 31, 2025, include operating expenses for the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through December 31, 2025. Operating expenses per Boe for the year ended December 31, 2025 are calculated over production volumes which include volumes from the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through December 31, 2025.
(2) Ad valorem and production taxes payable for the year ended December 31, 2025 includes the quarterly Colorado production fee of $1.7 million.
(3) General and administrative expenses for the year ended December 31, 2025 includes non-cash long-term incentive compensation expenses of $14.8 million.


ACQUISITIONS AND CAPITAL EXPENDITURES

(In thousands)   Year Ended December 31, 2025  
Cash paid for Bayswater asset purchase   $ 459,593  
Capital expenditures – cash   $ 177,700  
Other asset and leasehold purchases(1)   $ 19,428  


(1) Other asset and leasehold purchases for the year ended December 31, 2025 includes cash paid for Edge acquisition, the third Exok acquisition, and the Summit and Crown acquisitions.


Liquidity and Capital Resources

As of December 31, 2025, we had approximately $109.0 million of liquidity, primarily consisting of borrowings available under our Credit Facility. As of December 31, 2025, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

2026 UPDATED GUIDANCE

Prairie initiates full-year guidance for 2026 as follows:

●     Average Daily Production: 25,500 – 27,500 Boe/d.
●     Capital Expenditures: $200.0 million – $220.0 million.
●     Adjusted EBITDA(1): $240.0 million – $260.0 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 press release.

 COMMODITY HEDGES

The following table reflects contracted volumes and weighted average prices we will receive under the terms of our derivative contracts as of 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)     4,230,866       3,306,753       1,515,007  
Weighted average price ($/Bbl)   $ 62.36     $ 62.03     $ 61.60  
Natural Gas Swaps:                        
Notional volume (MMBtus)     13,420,634       11,882,126       4,406,357  
Weighted average price ($/MMBtu)   $ 4.08     $ 4.07     $ 4.00  
Ethane Swaps:                        
Notional volume (Bbls)     288,956       232,375       51,809  
Weighted average price ($/Bbl)   $ 11.54     $ 11.05     $ 11.28  
Propane Swaps:                        
Notional volume (Bbls)     509,724       417,744       94,220  
Weighted average price ($/Bbl)   $ 26.36     $ 26.51     $ 26.00  
Iso Butane Swaps:                        
Notional volume (Bbls)     63,185       50,812       11,328  
Weighted average price ($/Bbl)   $ 33.92     $ 30.22     $ 29.63  
Normal Butane Swaps:                        
Notional volume (Bbls)     174,809       140,580       31,343  
Weighted average price ($/Bbl)   $ 35.24     $ 31.37     $ 30.37  
Pentane Plus Swaps:                        
Notional volume (Bbls)     130,321       104,802       23,366  
Weighted average price ($/Bbl)   $ 53.05     $ 52.40     $ 52.49  
                         

During the first quarter of 2026, we executed a portfolio of hedges securing the following weighted-average prices through the indicated periods:

    Settling
January 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
June 30, 2029
 
Crude Oil Swaps:                                
Notional volume (Bbls)     695,518       960,750       861,300       210,000  
Weighted average price ($/Bbl)   $ 65.33     $ 63.49     $ 62.94     $ 61.57  
Natural Gas Swaps:                                
Notional volume (MMBtus)     600,000       1,600,000       1,200,000       400,000  
Weighted average price ($/MMBtu)   $ 4.05     $ 4.07     $ 4.11     $ 4.11  
Ethane Swaps:                                
Notional volume (Bbls)     98,985       168,300       168,300        
Weighted average price ($/Bbl)   $ 10.63     $ 10.21     $ 9.55     $  
Propane Swaps:                                
Notional volume (Bbls)     64,175       104,940       104,940        
ted average price ($/Bbl)   $ 30.07     $ 28.22     $ 25.87     $  
Iso Butane Swaps:                                
Notional volume (Bbls)     14,070       23,760       23,760        
Weighted average price ($/Bbl)   $ 39.36     $ 35.10     $ 31.32     $  
Normal Butane Swaps:                                
Notional volume (Bbls)     25,795       43,560       43,560        
Weighted average price ($/Bbl)   $ 37.99     $ 33.81     $ 30.35     $  
Pentane Plus Swaps:                                
Notional volume (Bbls)     31,475       55,440       55,440        
Weighted average price ($/Bbl)   $ 60.06     $ 55.05     $ 52.94     $  


NON-GAAP FINANCIAL MEASURES

This press release contains Adjusted EBITDA and PV-10, which are financial measures not calculated or presented in accordance with GAAP. These supplemental non-GAAP financial measures are used by management and external users of our financial statements, such as investors, lenders, and rating agencies and may not be comparable to similarly titled measures reported by other companies.

ADJUSTED EBITDA

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.

Adjusted EBITDA is derived from net income (loss) from continuing operations and is adjusted for income tax expense, depreciation, depletion, and amortization, accretion of asset retirement obligations, abandonment and impairment of unproved properties, non-cash stock-based compensation, interest expense, net, non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants, loss on debt issuance, unrealized gain on derivatives, and litigation settlement expense, all as applicable. We adjust net income (loss) from continuing operations for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially between periods and companies within our industry depending upon accounting methods, book values of assets, capital structures, and the method by which assets were acquired. Adjusted EBITDA has limitations as an analytical tool, including that it excludes certain items that affect our reported financial results. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income calculated in accordance with GAAP or as an indicator of our operating performance or liquidity. Additionally, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following table presents the reconciliation of Net income (loss) from continuing operations to Adjusted EBITDA for the years indicated:

    Year Ended December 31,  
    2025(1)     2024  
    (In thousands)  
Net income (loss) from continuing operations reconciliation to Adjusted EBITDA:                
Net income (loss) from continuing operations   $ 32,051     $ (39,867 )
Adjustments:                
Depreciation, depletion, and amortization     48,916       427  
Accretion of asset retirement obligations     247       6  
Abandonment and impairment of unproved properties(2)     3,409        
Non-cash stock-based compensation     14,764       8,377  
Interest expense, net     27,471       562  
Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants(3)     63,341       5,358  
Non- cash loss on issuance of debt(4)           3,039  
Unrealized (gain) loss on derivatives     (57,834 )     4,395  
Litigation settlement expense     1,516        
Income tax expense(5)     21,654        
Adjusted EBITDA   $ 155,535     $ (17,703 )


(1) Net income (loss) from continuing operations for the year ended December 31, 2025 includes revenue and related expenses attributable to the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through December 31, 2025.
(2) Reflects the abandonment of unproved locations which we have deemed non-core and allowed to expire.
(3) Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
(4) Reflects the loss recognized for the issuance of the Subordinated Note and the Subordinated Note Warrants in the third quarter of 2024.
(5) Reflects deferred income tax expense recognized for the year ended December 31, 2025.
   

The following table presents the reconciliation of our expected full-year 2026 Net income to our expected full-year 2026 Adjusted EBITDA:

    Full-year 2026 Guidance Range  
    (In millions)  
Net income reconciliation to Adjusted EBITDA:            
Net income   $ 55     $ 65  
Adjustments:                
Depreciation, depletion, and amortization     40       40  
Accretion of asset retirement obligations     1       1  
Non-cash stock-based compensation     18       18  
Interest expense, net     35       33  
Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants(1)     65       65  
Unrealized loss on derivatives     5       15  
Income tax expense(2)     21       23  
Adjusted EBITDA   $ 240     $ 260  


(1) Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
(2) Reflects deferred income tax expense.
   

PV-10

PV-10 is a financial measure not presented in accordance with U.S. GAAP. PV-10 is derived from the Standardized Measure, which is the most directly comparable GAAP financial measure for proved reserves. PV-10 is a computation of the Standardized Measure on a pre-tax basis and is equal to the Standardized Measure at the applicable date, before deducting future income taxes discounted at 10%. Neither PV-10 nor Standardized Measure represents an estimate of the fair market value of the applicable crude oil, natural gas, and NGLs properties.

We believe that the presentation of PV-10 is relevant and useful to our investors as a supplemental disclosure to the Standardized Measure, or after-tax amount, because it presents the discounted future net cash flows attributable to our reserves before considering future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on prices and discount factors that are consistent for all companies. PV-10 has limitations as a financial measure since it excludes future income taxes and should not be considered as an alternative to, or more meaningful than, Standardized Measure calculated in accordance with GAAP.

The following table presents the reconciliation of the Standardized Measure to the PV-10 of our estimated proved reserves for the years indicated:

    Year Ended December 31,  
    2025     2024  
    (In thousands)  
Standardized Measure   $ 851,702     $ 255,142  
Present value of future income taxes discounted at 10%     368,112       48,017  
PV-10   $ 1,219,814     $ 303,159  
                 

Cautionary Statement about Forward-Looking Statements

The information included in this press release 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 press release, 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 press release 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 press release 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 press release 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
Consolidated Balance Sheets
(In thousands, except share amounts)
 
    December 31, 2025     December 31, 2024  
Assets                
Current assets:                
Cash and cash equivalents   $ 20     $ 5,192  
Oil, natural gas, and NGL accrued revenue     22,728       3,024  
Joint interest and other receivables     23,106       9,275  
Derivative assets     28,812        
Inventory     3,604       5  
Prepaid expenses and other current assets     1,452       312  
Note receivable           494  
Total current assets     79,722       18,302  
                 
Property and equipment:                
Oil and natural gas properties, successful efforts method of accounting including $57,897 and $70,462 excluded from depletable base as of December 31, 2025 and 2024, respectively     852,732       134,953  
Other property and equipment     21,067       94  
Less: Accumulated depreciation, depletion, and amortization     (49,343 )     (427 )
Total property and equipment, net     824,456       134,620  
Derivative assets     24,627        
Debt issuance costs, net     12,642       1,731  
Operating lease assets     2,966       1,323  
Other non–current assets     133       578  
Total assets   $ 944,546     $ 156,554  
                 
Liabilities, Mezzanine Equity, and Stockholders’ Equity                
Current liabilities:                
Accounts payable and accrued expenses   $ 62,792     $ 38,225  
Oil, natural gas, and NGL revenue payable     30,300       2,366  
Ad valorem and production taxes payable     31,385       7,094  
Senior convertible note, at fair value           12,555  
Derivative liabilities           2,446  
Operating lease liabilities     1,300       323  
Total current liabilities     125,777       63,009  
                 
Long–term liabilities:                
Credit facility     366,000       28,000  
Subordinated note – related party     1,458       4,609  
Subordinated note warrants, at fair value – related party     316       4,159  
Series F convertible preferred stock embedded derivatives, at fair value     15,853        
Series F convertible preferred stock warrants, at fair value     90,134        
SEPA, at fair value           790  
Derivative liabilities           1,949  
Oil, natural gas, and NGL revenue payable     27,402        
Ad valorem and production taxes payable     22,751        
Deferred tax liability     21,652        
Asset retirement obligation     4,019       227  
Operating lease liabilities     1,792       1,043  
Other long-term liabilities     1,082        
Total long–term liabilities     552,459       40,777  
Total liabilities     678,236       103,786  
                 
Commitments and contingencies                
                 
Mezzanine equity:                
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 121,050 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively     136,146        
                 
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 December 31, 2025 and 2024, respectively            
Common stock; $0.01 par value; 500,000,000 shares authorized, and 62,499,375 and 23,045,209 shares issued and outstanding as of December 31, 2025 and 2024, respectively     625       230  
Treasury stock, at cost; 111,357 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively     (531 )      
Additional paid–in capital     217,785       172,304  
Accumulated deficit     (87,715 )     (119,766 )
Total stockholders’ equity     130,164       52,768  
Total liabilities, mezzanine equity, and stockholders’ equity   $ 944,546     $ 156,554  
                 


 
Prairie Operating Co. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share amounts)
 
    Years Ended December 31,  
    2025     2024  
Revenues:                
Crude oil sales   $ 204,040     $ 6,595  
Natural gas sales     9,472       551  
NGL sales     28,136       793  
Total revenues     241,648       7,939  
                 
Operating expenses:                
Lease operating expenses     41,411       1,265  
Transportation and processing expenses     8,910       864  
Ad valorem and production taxes     21,231       591  
Depreciation, depletion, and amortization     48,916       427  
Accretion of asset retirement obligation     247       6  
Exploration expenses     1,332       734  
Abandonment and impairment of unproved properties     3,409        
General and administrative expenses     50,614       30,565  
Total operating expenses     176,070       34,452  
Income (loss) from operations     65,578       (26,513 )
                 
Other (expenses) income:                
Interest expense     (28,521 )     (1,142 )
Gain (loss) on derivatives, net     79,230       (4,395 )
Loss on adjustment to fair value – embedded derivatives, debt, and warrants     (63,341 )     (5,358 )
Loss on issuance of debt           (3,039 )
Interest income and other     759       580  
Total other expenses     (11,873 )     (13,354 )
                 
Income (loss) from operations before income taxes     53,705       (39,867 )
Income tax expense     (21,654 )      
Net income (loss) from continuing operations     32,051       (39,867 )
                 
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.     32,051       (40,912 )
Series F preferred stock declared dividends     (11,269 )      
Series F preferred stock undeclared dividends     (1,211 )      
Remeasurement of Series F preferred stock     (80,478 )      
Net loss attributable to Prairie Operating Co. common stockholders   $ (60,907 )   $ (40,912 )
                 
Loss per common share:                
Loss per share, basic and diluted   $ (1.35 )   $ (2.65 )
Weighted average common shares outstanding, basic and diluted     45,232,756       15,453,502  
                 


 
Prairie Operating Co. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 
    Year Ended December 31,  
    2025     2024  
Cash flows from operating activities:                
Net income (loss) from continuing operations   $ 32,051     $ (39,867 )
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:                
Depreciation, depletion, and amortization     48,916       427  
Accretion of asset retirement obligation     247       6  
Abandonment and impairment of unproved properties     3,409        
Stock based compensation     14,764       8,377  
Unrealized (gain) loss on derivatives     (57,834 )     4,395  
Loss on adjustment to fair value – embedded derivatives, debt, and warrants     63,341       5,358  
Deferred income tax expense     21,654        
Amortization of deferred financing costs     3,175       35  
Loss on issuance of debt           3,039  
Non-cash SEPA commitment fee           600  
Changes in operating assets and liabilities:                
Oil, natural gas, and NGL accrued revenue     (19,703 )     (3,024 )
Joint interest and other receivables     (6,229 )     (9,241 )
Inventory     (3,552 )      
Prepaid expenses and other current assets     (1,140 )     (74 )
Accounts payable and accrued expenses     19,202       18,590  
Oil, natural gas, and NGL revenue payable     17,478       1,140  
Ad valorem and production taxes payable     17,947       496  
Other assets and liabilities     176       (65 )
Net cash provided by (used in) continuing operating activities     153,902       (9,808 )
Net cash provided by discontinued operations           460  
Net cash provided by (used in) operating activities     153,902       (9,348 )
                 
Cash flows from investing activities:                
Cash paid for Bayswater asset purchase, net of cash received     (459,593 )      
Development of oil and natural gas properties     (177,700 )     (28,522 )
Other asset and leasehold purchases     (19,428 )     (94 )
Cash received from payment on note receivable related to sale of cryptocurrency miners     805       338  
Cash paid for Nickel Road asset purchase, net of cash received           (55,509 )
Transaction expenses paid related to Nickel Road asset purchase           (239 )
Deposit on other oil and natural gas properties purchase           (382 )
Cash received from sale of cryptocurrency miners           1,000  
Net cash used in investing activities     (655,916 )     (83,408 )
                 
Cash flows from financing activities:                
Borrowings on the Credit Facility     390,000       28,000  
Repayment on the Credit Facility     (52,000 )      
Debt issuance costs associated with the Credit Facility     (14,085 )     (336 )
Proceeds from the issuance of Common Stock     43,817       15,000  
Financing costs associated with issuance of Common Stock     (3,857 )     (5,008 )
Proceeds from the issuance of Series F Preferred Stock     148,250        
Financing costs associated with the issuance of Series F Preferred Stock     (12,171 )      
Proceeds from the issuance of the Subordinated Note – related party           5,000  
Payments of the Subordinated Note – related party     (3,214 )     (1,786 )
Proceeds from the issuance of the Senior Convertible Note           14,250  
Payments of the Senior Convertible Note           (3,748 )
Proceeds from option exercise     633        
Treasury stock repurchased     (531 )      
Proceeds from the exercise of Series D and E Preferred Stock warrants           33,539  
Net cash provided by financing activities     496,842       84,911  
                 
Net decrease in cash and cash equivalents     (5,172 )     (7,845 )
Cash and cash equivalents, beginning of the year     5,192       13,037  
Cash and cash equivalents, end of the year   $ 20     $ 5,192  


Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities and supplemental cash flow disclosures relating to the cash paid for interest and income taxes for the years indicated:

    Year Ended December 31,  
    2025     2024  
    (In thousands)  
Non–cash investing activities:                
Increase in capital expenditure accruals and accounts payable   $ 5,652     $ 14,136  
Equipment purchased in exchange for note payable   $ 560     $  
                 
Non–cash financing activities:                
Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price(1)   $ 16,000     $  
Common Stock issued for SEPA commitment fee(2)   $     $ 600  
Common Stock issued upon conversion of Senior Convertible Note(3)   $ 18,164     $  
Common Stock issued upon conversion of Series D Preferred Stock   $ 8,475     $ 6,170  
Common Stock issued upon conversion of Series E Preferred Stock   $     $ 20,000  
Common Stock issued upon conversion of Series F Preferred Stock   $ 38,490     $  
Common Stock issued for Series F Preferred Stock dividends(4)   $ 11,269     $  
Credit facility issuance costs included in accrued liabilities   $     $ 331  
Credit facility issuance costs paid by the issuance of Common Stock(5)   $     $ 1,000  
                 
Supplemental disclosure:                
Cash paid for interest   $ 25,259     $ 715  


(1) The Company issued approximately 3.7 million shares of common stock, par value $0.01 per share (“Common Stock”) to Bayswater (as defined herein) as part of the Bayswater Purchase Price (as defined herein).
(2) Pursuant to the SEPA, the Company issued 100,000 shares to YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”) as a commitment fee.
(3) During the year ended December 31, 2025, Yorkville, converted the remaining $11.3 million of the initial $15.0 million Senior Convertible Note in exchange for 2.1 million shares of Common Stock.
(4) The Company elected to issue shares of Common Stock for the Series F Preferred Stock dividends payable on June 1, September 1, and December 1, 2025.
(5) Prior to entering into the reserve-based credit agreement with Citibank N.A. in December 2024, the Company issued 120,048 shares to Yorkville as a consent fee.

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