Prairie Operating Co. 8-K

What Happened Prairie Operating Co. announced on June 10, 2026 that it entered into a Second Amendment to its Amended & Restated Credit Agreement (with Citibank, N.A. as administrative agent) and a separate letter agreement with Hudson Bay PH XIX LLC (“High Trail”) governing the remaining shares of its Series F Convertible Preferred Stock. The credit amendment reconfirmed the company’s borrowing base and changed covenant, reporting and borrowing-base redetermination terms. The letter agreement permits High Trail to convert up to 21,156,339 shares of common stock and adjusts timing and economics for related warrants.

Key Details

• Credit amendment dated June 10, 2026, with Citibank, N.A.; borrowing base reaffirmed at $475,000,000.
• Amendment modified covenants tied to distributable free cash flow and certain reporting/notice requirements.
• Increased cadence of scheduled borrowing-base redeterminations and allowed more interim redeterminations per fiscal year.
• Letter agreement with High Trail (dated June 10, 2026) allows conversion of Series F Preferred into up to 21,156,339 shares of common stock.
• Anniversary Warrant changes: issuance date moved from July 8, 2026 to August 7, 2026, and the shares issuable on exercise reduced from a formula based on 75% of Stated Value to 65% of Stated Value (using the applicable VWAP denominator).

Why It Matters These actions affect Prairie’s financing and potential dilution. Reaffirming a $475 million borrowing base preserves the company’s access to its credit facility and changes to covenants and redetermination frequency alter lender oversight and liquidity management. The letter agreement limits High Trail’s remaining Series F conversion to a defined maximum number of common shares and reduces the potential warrant-related dilution and delays warrant issuance by one month — both items that investors watch for impacts on share count and capital structure.