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Prairie Operating Co. Reaffirms $475 Million Credit Facility and Advances Series F Preferred Refinancing Initiatives

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Prairie Operating (Nasdaq: PROP) reaffirmed its $475 million borrowing base under its amended and restated credit facility with Citibank and a lending syndicate, supporting liquidity and development plans.

The company also modified terms on remaining Series F Convertible Preferred Stock to add flexibility and reduce potential shareholder dilution.

Key steps include extending the Anniversary Warrant Issuance Date to August 7, 2026, lowering the warrant issuance formula to 65% of stated value, and capping conversion of 78,000 Series F shares at 98 million common shares.

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AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

  • Borrowing base under credit facility reaffirmed at $475 million
  • Anniversary Warrant Issuance Date extended to August 7, 2026
  • Warrant issuance formula cut from 75% to 65% of stated value
  • Conversion of 78,000 Series F shares capped at 98 million common shares
  • Actions aimed at simplifying capital structure and limiting potential dilution

Negative

  • Remaining Series F Preferred Stock still convertible into up to 98 million common shares
  • Anniversary warrant could still be issued on remaining Series F balance

News Market Reaction – PROP

-3.59%
10 alerts
-3.59% News Effect
+3.7% Peak in 3 hr 32 min
-$3M Valuation Impact
$88.61M Market Cap
0.3x Rel. Volume

On the day this news was published, PROP declined 3.59%, reflecting a moderate negative market reaction. Argus tracked a peak move of +3.7% during that session. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $88.61M at that time.

Data tracked by StockTitan Argus on the day of publication.

What This Means

This announcement underscores Prairie’s efforts to stabilize its capital structure. The company reaf...
Analysis

This announcement underscores Prairie’s efforts to stabilize its capital structure. The company reaffirmed a $475M borrowing base and improved Anniversary Warrant terms, cutting coverage to 65% on remaining Series F preferred. It also capped conversion of 78,000 Series F shares at 98M common shares, adding visibility to potential issuance. Investors may track future 8-K filings and any further Series F redemptions or conversions to gauge ongoing dilution risk.

Key Figures

Borrowing base: $475 million Warrant coverage reduction: 75% to 65% Anniversary date extension: Jul 8 2026 to Aug 7 2026 +3 more
6 metrics
Borrowing base $475 million Reaffirmed credit facility borrowing base with Citibank syndicate
Warrant coverage reduction 75% to 65% Anniversary warrant issuance formula on remaining Series F balance
Anniversary date extension Jul 8 2026 to Aug 7 2026 Extension of Anniversary Warrant Issuance Date
Series F shares addressed 78,000 shares Portion of remaining Series F Preferred Stock covered by new terms
Max conversion shares 98 million shares Maximum Prairie common shares for 78,000 Series F shares
Price move 6.85% Pre-news 24h price change for PROP on announcement day

Historical Context

5 past events · Latest: May 21 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 21 Conference participation Positive +9.0% Management participation and investor meetings at Louisiana Energy Conference.
May 14 Earnings release Negative -15.3% Q1 2026 results with large net loss despite higher revenues and EBITDA.
May 07 Earnings date notice Neutral -2.7% Announcement of earnings release timing and conference call logistics.
Apr 22 Board resignation Neutral +0.0% Director resignation cited as not due to disagreements with company practices.
Apr 09 Series F agreement Positive -34.3% Agreement reducing Anniversary Warrant exposure and potential dilution.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

PROP has seen strong negative reactions around capital-structure headlines (e.g., prior Series F agreement) and a selloff on earnings despite higher revenues, while conference and routine governance news have had neutral-to-positive or flat impacts.

Recent Company History

Over the last few months, Prairie’s narrative has centered on capital structure, growth, and governance. On Apr 9, a Series F agreement reduced potential dilution but coincided with a -34.29% move. First‑quarter earnings on May 14 showed strong revenue but led to a -15.34% reaction. A conference participation announcement on May 21 saw a +9.04% move, while board and meeting-related news in April produced flat or modest effects. Today’s reaffirmed $475M borrowing base and further Series F changes build directly on this capital-structure stream.

Regulatory & Risk Context

Active S-3 Shelf · Short Interest: 23.07%
Shelf Active
Short Interest
23.07% of shares outstanding
as of 2026-05-29 Days to cover: 6.33
Active S-3 Shelf Registration 2026-05-07

An effective Form S-3 filed on May 7, 2026 registers up to 4,000,000 common shares for resale upon exercise of a warrant held by Hudson Bay PH XIX LLC at $0.01 per share. These are secondary sales by the selling stockholder; Prairie does not receive proceeds from such resales.

Key Terms

convertible preferred stock, credit agreement, borrowing base, warrant
4 terms
convertible preferred stock financial
"reduce potential shareholder dilution associated with the Company’s Series F Convertible Preferred Stock."
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
credit agreement financial
"Second Amendment to its Amended and Restated Credit Agreement with Citibank, N.A."
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
borrowing base financial
"reaffirming the Company’s borrowing base at $475 million."
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
warrant financial
"The Anniversary Warrant Issuance Date has been extended from July 8, 2026 to August 7, 2026"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, TX, June 11, 2026 (GLOBE NEWSWIRE) -- Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”), an independent energy company engaged in the development and acquisition of oil and natural gas resources in the Denver-Julesburg (DJ) Basin – today announced a series of actions that further strengthen the Company’s financial position, enhance liquidity, and continue to reduce potential shareholder dilution associated with the Company’s Series F Convertible Preferred Stock.

Prairie has entered into a Second Amendment to its Amended and Restated Credit Agreement with Citibank, N.A., as administrative agent, and its lending syndicate, reaffirming the Company’s borrowing base at $475 million. The reaffirmation reflects the continued support of Prairie’s banking group and underscores the quality of the Company’s asset base, operational performance, and long-term development outlook.

In conjunction with the credit facility amendment, Prairie also entered into an agreement with Hudson Bay PH XIX LLC and its affiliates regarding the Company’s remaining Series F Convertible Preferred Stock held by those investors. The agreement provides additional flexibility as the Company continues to execute on its objective of addressing the remaining Series F balance and simplifying its capital structure.

Among the key provisions of the agreement:

  • The Anniversary Warrant Issuance Date has been extended from July 8, 2026 to August 7, 2026, providing additional time for the Company to complete accretive alternatives related to the remaining Series F Preferred balance.
  • The warrant issuance formula has been improved, reducing the potential warrant issuance from 75% to 65% of the stated value of the remaining Series F Preferred Stock outstanding on the applicable anniversary date, further reducing potential dilution to common shareholders.
  • With respect to 78,000 shares of the remaining Series F Preferred Stock, the parties agreed to permit conversion into a maximum of 98 million shares of Prairie common stock, providing further certainty regarding future potential share issuance and enhancing the Company’s ability to continue addressing the remaining preferred balance.

Gregory S. Patton, Executive Vice President and Chief Financial Officer, commented, “The reaffirmation of our borrowing base reflects the confidence of our lending group in the quality of our asset base, operational performance, and long-term development plan. Coupled with the Series F agreement, these actions represent meaningful progress in our ongoing efforts to simplify our capital structure and reduce potential shareholder dilution. The additional flexibility provided under this agreement gives us more time to continue working toward a comprehensive solution for the remaining Series F balance, including further reducing or eliminating the potential anniversary warrant. We remain focused on creating long-term value for our shareholders and believe these actions position the Company favorably as we continue to execute our strategy.”

Additional details regarding the credit facility amendment and Series F agreement are available in the Form 8-K filed by the Company on June 11, 2026.

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil and natural gas 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 and natural gas 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
720-716-5415

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 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.


FAQ

What did Prairie Operating (NASDAQ: PROP) announce about its $475 million credit facility on June 11, 2026?

Prairie Operating reaffirmed its borrowing base at $475 million under its amended and restated credit agreement. According to Prairie, this reflects continued support from its lending syndicate and confidence in the company’s DJ Basin assets, operational performance, and long-term development outlook.

How does Prairie Operating’s June 2026 Series F Preferred Stock agreement affect potential dilution for PROP shareholders?

The new Series F agreement reduces potential warrant issuance and caps certain conversion shares. According to Prairie, the warrant formula drops from 75% to 65% of stated value and 78,000 Series F shares can convert into at most 98 million common shares.

What change did Prairie Operating make to the Anniversary Warrant Issuance Date for its Series F Preferred (PROP)?

Prairie extended the Anniversary Warrant Issuance Date from July 8, 2026 to August 7, 2026. According to Prairie, this extra month provides more time to pursue accretive alternatives for the remaining Series F balance and work toward a comprehensive capital structure solution.

How many Prairie Operating common shares can 78,000 Series F Preferred shares convert into?

Under the June 2026 agreement, 78,000 Series F Preferred shares may convert into up to 98 million common shares. According to Prairie, this cap offers greater certainty on future potential share issuance while the company continues addressing the remaining preferred balance.

What is the goal of Prairie Operating’s June 11, 2026 capital structure changes for PROP stockholders?

Prairie aims to simplify its capital structure and limit potential shareholder dilution from Series F Preferred Stock. According to Prairie, reaffirming the $475 million borrowing base and revising Series F terms support flexibility while the company executes its long-term DJ Basin development strategy.