Prairie Operating Co. 8-K

What Happened

• Prairie Operating Co. announced on March 25, 2026 that it entered into an Amendment to its March 2025 Securities Purchase Agreement with the investors (the “Buyers”). The Amendment moves the Anniversary Warrant issuance date to April 7, 2026 and revises related warrant footnotes.
• The original transaction (disclosed March 26, 2025) involved the sale of 148,250 shares of Series F Preferred Stock with a stated value of $1,000 per share (total stated value = $148,250,000) and a one‑year anniversary warrant issuance formula equal to 125% of stated value divided by the 10‑day VWAP of the common stock.
• Under the Amendment, the Company also agreed to pay the Buyers an aggregate fee of $3,000,000 on April 6, 2026 unless the Buyers waive that payment in their sole discretion. The full Amendment is filed as Exhibit 10.1 to the 8‑K.

Key Details

• 148,250 shares of Series F Preferred Stock originally sold; stated value $1,000 per share (aggregate $148,250,000).
• Anniversary Warrant issuance date changed to April 7, 2026 (from the first anniversary of the original closing).
• $3,000,000 payment obligation due April 6, 2026, unless waived by the Buyers.
• Warrant issuance formula: number of common shares = (125% × stated value held) ÷ (average 10‑day VWAP prior to original issuance date).

Why It Matters

• The Amendment affects timing of potential warrant issuance (now April 7, 2026), which determines when additional warrants could be granted that may lead to future share dilution depending on the Company’s stock price.
• The $3M cash payment obligation (subject to waiver) is a near‑term cash item that could affect Prairie’s liquidity or cash planning.
• Retail investors should note the scale of the original financing (approximately $148.25M stated value) and the warrant formula, since the number of common shares issuable upon exercise depends on the market price and could be material.

For full legal terms and exact language, see the Amendment (Exhibit 10.1) filed with the Form 8‑K.