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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~ Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~ Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~ of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of ~~report~~Report (~~Date~~date of earliest event reported): ~~June~~July 232, 2026

Prairie Operating Co. ~~(Exact Name of Registrant as Specified in Its Charter)~~

~~Delaware~~ (~~State~~Exact orname ~~Other~~of ~~Jurisdiction~~registrant ofas ~~Incorporation~~specified in its charter)

001-41895		98-0357690
Delaware	001-41895	98-0357690
(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

55 Waugh Drive Suite 400 Houston, TX		77007
(Address of Principal Executive Offices)		(Zip Code)

55 Waugh Drive

~~(713)~~ ~~766-1200~~Suite ~~(Registrant’s~~400 ~~Telephone Number, Including Area Code)~~

~~Not~~ ~~Applicable (Former Name or Former Address~~Houston, ifTX ~~Changed~~77007 ~~Since Last Report)~~

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant~~ ~~under~~ (Address ~~any~~ of ~~the~~principal ~~following~~executive ~~provisions~~offices ~~(see~~and ~~General~~zip ~~Instruction A.2. below~~code):

☐ ~~Written communications pursuant to Rule 425 under the Securities Act~~ (17713) ~~CFR~~424-4247 ~~230.425)~~

☐ (Registrant’s ~~Soliciting~~telephone ~~material~~number, ~~pursuant~~including toarea ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~code)

☐ Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~the following provisions:

☐ ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Indicate~~ byWritten ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405~~425 ofunder the Securities Act of(17 ~~1933~~CFR (§230.~~405 of this chapter~~425) ~~or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	PROP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common Stock, par value $0.01 per share		PROP		The Nasdaq Stock Market LLC

Item 3.01

~~Item~~ Notice ~~5.02 Departure~~ of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~June~~July 232, 2026, ~~the~~Prairie ~~Board~~Operating ofCo. ~~Directors~~(“Prairie”) received a letter (the “~~Board~~Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications Department of ~~Prairie~~The ~~Operating~~Nasdaq ~~Co.~~Stock ~~(the~~Market LLC (“~~Company~~Nasdaq”) ~~appointed~~notifying ~~(i)~~Prairie ~~Gregory~~that S.for ~~Patton~~the last 30 consecutive business days, the ~~Company~~closing bid price for Prairie’s ~~Executive~~ ~~Vice~~common ~~President~~stock ~~and~~(the ~~Chief~~“Common ~~Financial~~Stock”) ~~Officer,~~has tobeen ~~serve~~below asthe ~~Chief~~minimum ~~Executive~~$1.00 ~~Officer~~per ofshare ~~the~~required ~~Company~~for ~~and~~continued aslisting aon ~~member~~The ofNasdaq ~~the~~Capital ~~Board~~Market ~~and~~pursuant to Nasdaq Listing Rule 5550(iia)(2) ~~Michael~~(the ~~Shelly~~“Nasdaq toMinimum ~~serve~~Bid asPrice ~~Executive~~Requirement”). ~~Vice~~The ~~President~~Minimum ~~and~~Bid ~~Chief~~Price ~~Financial~~Notice ~~Officer~~has no effect on the listing of the ~~Company~~Common Stock, and the Common Stock will continue to trade on The Nasdaq Capital Market.

~~Gregory~~ In S.accordance ~~Patton,~~with ~~age~~Nasdaq ~~40,~~Listing ~~has~~Rule ~~served~~5810(c)(3)(A), asPrairie ~~the~~has ~~Executive~~been ~~Vice~~provided ~~President~~an ~~and~~initial ~~Chief~~compliance ~~Financial~~period ~~Officer~~ of ~~the~~180 ~~Company~~calendar ~~since April 2025. Prior to that~~days, ~~Mr. Patton~~or ~~served~~until asDecember ~~the Company’s Executive Vice President~~29, ~~Commercial Development from November 2024 through March 2025~~2026, ~~and~~to heregain ~~began~~compliance ~~his employment~~ with the ~~Company~~Nasdaq inMinimum ~~March~~Bid ~~2024.~~Price ~~Prior to joining the Company~~Requirement, ~~Mr.~~which ~~Patton~~requires ~~served as CFO of Trigger Energy, LLC, an oil field service company, from November 2022 until March 2024. Prior to~~ that, ~~Mr.~~the ~~Patton~~closing ~~served~~bid asprice ~~Senior Vice President, Corporate Development and Finance~~ of ~~Great~~the ~~Western~~Common ~~Petroleum,~~Stock ~~LLC,~~meet aor ~~private~~exceed ~~oil and gas company, from May 2015 until its sale to PDC Energy Inc~~$1.00 inper ~~May~~share ~~2022, and afterward, pursued personal ventures until he began serving as CFO~~ for ~~Trigger~~a ~~Energy~~minimum inof ~~November~~ten ~~2022.~~consecutive ~~Prior~~business todays ~~that,~~(or ~~Mr.~~such ~~Patton~~longer ~~served~~period as ~~Manager~~Nasdaq atmay ~~Opportune,~~require ~~LLP., a consulting firm, from May 2011 to May 2015, and Ernst and Young, prior to May 2011. Mr. Patton received his Bachelor’s and Master’s Degree~~ in ~~Accounting~~its ~~from the University of Denver~~discretion).

~~Michael~~ If ~~Shelly,~~Prairie ~~age~~is ~~50,~~unable ~~served~~to asregain acompliance ~~Managing~~with ~~Director~~the ~~within~~Nasdaq ~~Citigroup~~Minimum ~~Inc.'s~~Bid ~~Natural~~Price ~~Resources~~Requirement, ~~Investment~~Prairie ~~Banking~~may ~~Group~~be ~~from~~eligible ~~January~~for ~~2019~~an ~~through~~additional ~~June 2026~~180-day compliance period. To qualify, ~~most~~Prairie ~~recently~~will ~~serving~~be asrequired to meet the ~~head~~continued listing requirement for market value of ~~its~~publicly ~~Denver~~held shares and ~~Calgary~~all ~~offices.~~other ~~Prior~~initial tolisting ~~that,~~standards ~~Mr.~~for ~~Shelly~~The ~~held~~Nasdaq ~~multiple~~Capital ~~roles~~Market, with the exception of ~~increasing~~the ~~responsibility~~Nasdaq ~~within~~Minimum ~~Citigroup's~~Bid ~~Global~~Price ~~Investment~~Requirement ~~Bank~~and ~~since~~will ~~joining~~need ~~the~~to ~~firm~~provide aswritten annotice ~~intern~~to inNasdaq ~~June~~of ~~2005.~~its ~~Prior~~ intention to ~~joining~~cure ~~Citigroup~~the ~~Inc~~deficiency during the second compliance period. In addition, Mrif the Common Stock trades at or below $0.10 ~~Shelly~~for ~~served~~ten asconsecutive trading days, Nasdaq will immediately issue a ~~Financial~~delisting ~~Analyst~~determination ~~for~~under ~~Intel~~Listing ~~Corporation~~Rule 5810, the Common Stock will be suspended from ~~January~~trading, ~~1999~~and toPrairie ~~May~~will ~~2004.~~be ~~Mr.~~ineligible ~~Shelly~~for ~~holds~~any acompliance ~~Master~~period ofthat ~~Business~~would ~~Administration~~otherwise ~~with~~be ~~Concentrations~~available inunder ~~Finance~~Rule ~~and~~5810(c)(3)(A). ~~Accounting~~If ~~from~~Prairie does not qualify for the ~~University~~second ~~of Chicago~~compliance ~~Booth~~period ~~School~~or offails ~~Business~~to ~~and~~regain acompliance ~~Bachelor~~during ofthe ~~Science~~second in180-day ~~Business~~period, ~~Administration~~Nasdaq ~~with~~will anotify ~~Minor~~Prairie inof ~~Economics~~its ~~from~~determination ~~California~~to ~~State~~delist ~~University,~~the ~~Chico~~Common Stock.

~~Appointment~~ Prairie will continue to monitor the bid price of ~~Chief~~the ~~Executive~~Common ~~Officer~~Stock and consider its available options to regain compliance with the Nasdaq Minimum Bid Price Requirement. However, there can be no assurance that Prairie will be able to regain compliance with the Nasdaq Minimum Bid Price Requirement.

~~Further, pursuant to the Patton Employment Agreement, Mr. Patton’s annual target opportunity under the Company’s Long Term Incentive Plan (the “LTIP”)~~ ~~will have a grant date fair value not less than 300% of the Patton Base Salary.~~ SIGNATURE

~~Additionally,~~ Pursuant into ~~connection with such appointment,~~ the ~~Company~~requirements ~~entered into equity award agreements with Mr. Patton pursuant to which Mr. Patton was granted an equity award consisting~~ of ~~850,000 shares of~~ the ~~Company’s~~Securities ~~common~~Exchange ~~stock,~~Act ~~comprised~~ of: ~~(A) 425~~1934,~~000~~ ~~performance-based~~as ~~restricted stock units~~amended, ~~which vest upon~~ the ~~achievement~~Registrant ofhas ~~certain~~duly ~~stock~~caused ~~price~~this ~~milestones~~report ~~set~~to ~~forth~~be insigned ~~the~~on ~~Performance Unit~~its ~~Award~~behalf ~~Agreement~~by ~~between~~ the ~~Company~~undersigned ~~and~~hereunto ~~Mr.~~duly Patton (the “Patton Performance Award Agreement”); and (B) 425,000 time-based restricted stock units, which vest over a three year period in accordance with the vesting schedule set forth in the Restricted Stock Unit Award Agreement between the Company and Mrauthorized. ~~Patton.~~

The foregoing descriptions of the Patton Employment Agreement and the Patton Performance Award Agreement are not complete and are qualified in their entirety by reference to the full text of the Patton Employment Agreement and the Patton Performance Award Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.


	PRAIRIE OPERATING CO.

Date: July 9, 2026	By:	/s/ Daniel T. Sweeney
	Name:	Daniel T. Sweeney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

In connection with the appointment of Michael Shelly as Executive Vice President and Chief Financial Officer of the Company, the Subsidiary entered into an employment agreement with Mr. Shelly (the “Shelly Employment Agreement”). Pursuant to the Shelly Employment Agreement, the Company will pay Mr. Shelly an annualized base salary of not less than $525,000 (the “Shelly Base Salary”). Additionally, for each calendar year, Mr. Shelly will be eligible for bonus compensation with a target amount equal to 100% of the Shelly Base Salary or such other percentage of the Shelly Base Salary as determined by the Compensation Committee of the Board or the Board for the applicable calendar year.

Further, pursuant to the Shelly Employment Agreement, Mr. Shelly’s annual target opportunity under the LTIP will have a grant date fair value not less than 300% of the Shelly Base Salary.

Additionally, in connection with such appointment, the Company entered into equity award agreements with Mr. Shelly pursuant to which Mr. Shelly was granted an equity award consisting of 1,400,000 shares of the Company’s common stock, comprised of: (A) 560,000 performance-based restricted stock units, which vest upon the achievement of the Company’s relative total shareholder return in comparison to the total shareholder return performance of the Company’s peer group as set forth in the Performance Unit Award Agreement between the Company and Mr. Shelly; and (B) 840,000 time-based restricted stock units, which vest ratably over a three year period in accordance with the vesting schedule set forth in the Restricted Stock Unit Award Agreement between the Company and Mr. Shelly.

The foregoing description of the Shelly Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Shelly Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

There are no arrangements or understandings between either Mr. Patton or Mr. Shelly and any other person pursuant to which Mr. Patton or Mr. Shelly was selected as a director or officer of the Company, as applicable. There are no family relationships between either Mr. Patton or Mr. Shelly and any director or executive officer, or person nominated or chosen by the Company to become a director or executive officer, of the Company. There are no transactions between either Mr. Patton or Mr. Shelly and the Company that would be reportable under Item 404(a) of Regulation S-K.

Amendments to 2025 PSU Awards

On June 23, 2026, the Compensation Committee of the Board also approved amendments to the PSU awards granted on August 13, 2025 (the “2025 PSUs”) and held by the Company’s executive officers, including Mr. Patton, to provide that the “Initial Value” of the Company’s common stock for purposes of determining total shareholder return under those awards is $2.75 per share. Except as so amended, the 2025 PSUs continue to measure performance based on the Company’s relative total shareholder return over the three-year performance period beginning January 1, 2025, and ending December 31, 2027.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Amended and Restated Employment Agreement, dated June 23, 2026, by and between Prairie Operating Employee Co., LLC and Gregory S. Patton.
10.2	Performance Unit Award Agreement, dated June 23, 2026, by and between Prairie Operating Co. and Gregory S. Patton.
10.3	Employment Agreement, dated June 23, 2026, by and between Prairie Operating Employee Co., LLC and Michael Shelly.
104	Cover Page Interactive Data File-formatted as Inline XBRL.

*The exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.

SIGNATURES

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 hereunto duly authorized.

Date: June 25, 2026	Prairie Operating Co.
	By:	/s/ Daniel T. Sweeney
	Name:	Daniel T. Sweeney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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