8-KFiled Aug 30, 8:00 PM ET

Prairie Operating Co. Amends Warrant Issuance Dates, Extends Penny Warrant

$PROP · Prairie Operating Co.

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Prairie Operating Co. Amends Warrant Issuance Dates, Extends Penny Warrant

What Happened Prairie Operating Co. (PROP) announced on August 30, 2026 that it entered into a letter agreement with Hudson Bay PH XIX LLC (“High Trail”) to amend their March 24, 2025 Securities Purchase Agreement and related documents. The amendment moves the “Anniversary Warrant Issuance Date” from August 31, 2026 to December 1, 2026, and updates footnotes in the Form of Anniversary Warrant to reflect the new date. The letter agreement also extends the issuance date of a previously agreed warrant (the “Second Penny Warrant”) — enabling High Trail to receive a warrant to buy 3,000,000 shares of common stock at $0.01 per share (subject to adjustment) on December 1, 2026 if the Anniversary Warrants are not issued to High Trail on that date.

Key Details

  • Agreement date: August 30, 2026; Purchase Agreement originally dated March 24, 2025.
  • Anniversary Warrant Issuance Date changed from August 31, 2026 to December 1, 2026.
  • Second Penny Warrant: right to purchase 3,000,000 common shares at $0.01/share (subject to adjustment) now issuable on Dec 1, 2026 if Anniversary Warrants are not issued.
  • Item 1.01 (material definitive agreement) and Item 3.03 (material modification of security holder rights) reported in the 8-K.

Why It Matters This filing affects the timing and potential issuance of warrants tied to Prairie’s Series F convertible preferred stock arrangements with a major investor (High Trail). For shareholders, the amendment delays the date when certain warrants may be issued, and it preserves High Trail’s ability to receive a deeply priced (penny) warrant for 3,000,000 shares if the Anniversary Warrants are not delivered by December 1, 2026 — a development that could affect future dilution and capital structure depending on whether those warrants are ultimately issued or exercised.