What changed in this filing

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Item 5. Other Information

2026-08-14 compared with 2026-05-14 · 78 added, 67 removed, 31 unchanged (82% of the section changed)

Other Information

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5–1 trading arrangement” or “non–Rule 10b5–1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S–K.

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5–1 trading arrangement” or “non–Rule 10b5–1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S–K.

EXHIBIT INDEX

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).

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).

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.

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).

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).

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.

3 unchanged sentences

(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).

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).

Amendment to Purchase and Sale Agreement, dated as of March 14, 2025, by and among Prairie Operating Co., Otter Holdings,

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).

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).

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).

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).

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).

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).

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).

Certificate of Amendment to the Certificate of Designation of Series E 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 May 9, 2023).

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).

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).

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).

Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock of Prairie Operating Co.

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

Form of Second Penny Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form

(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).

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).

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).

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).

Separation Agreement, dated March 2, 2026, by and between Prairie Operating Employee Co., LLC and Edward

Kovalik (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2026).

Separation Agreement, dated March 2, 2026, by and between Prairie Operating Employee Co., LLC and Gary Hanna

(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2026).

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 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 25,

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).

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).

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)).

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)).

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.

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.

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).

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).

Letter Agreement,

dated June 10, 2026, by and between Prairie Operating Co.

and Hudson Bay PH XIX LLC.

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).

Performance Unit Award Agreement, dated June 23, 2026, by and between Prairie Operating Co.

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).

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).

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)).

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)).

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.

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.

Inline XBRL Instance Document

9 unchanged sentences

Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S–K.

The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule

to the SEC upon its request.

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 thereunto duly authorized.

PRAIRIE OPERATING CO.

/s/ Richard N.

Interim President & Chief Executive Officer

(Principal Executive Officer)

/s/ Gregory S.

August 14, 2026

Chief Executive Officer

(Principal Executive Officer)

/s/ Michael J.

August 14, 2026

Executive Vice President & Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information