UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ofDate ~~the~~of ~~Securities~~Report ~~Exchange~~(date ~~Act~~ of ~~1934~~earliest event reported): June 4, 2025

Date of Report (Date of earliest event reported): May 8, 2025

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

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

55 Waugh Drive
55 Waugh Drive, Suite 400 Houston, Texas		77007
Suite 400
(Address of principal executive offices)		(Zip code)
Houston, TX		77007
(Address of principal executive offices)		(Zip Code)

(713) 424-4247

(Registrant’s telephone number, including area code):

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed 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 any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	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, par value $0.01 per share	PROP	The Nasdaq Stock Market LLC
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 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

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. ☐

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~June 84, 2025, the stockholders of Prairie Operating Co. (the “Company”) ~~held~~approved aan ~~special~~amendment ~~meeting of stockholders~~ (the “~~Meeting~~Amendment”)~~. At~~ ~~the Meeting, the Company’s stockholders (1) approved, pursuant~~ to ~~Nasdaq Rule 5635,~~ the ~~issuance~~2024 ofAmended ~~shares~~& ofRestated ~~the~~Prairie ~~Company’s common~~Operating ~~stock, $0~~Co.01 ~~par~~Long-Term ~~value~~Incentive ~~per~~Plan ~~share~~ (~~“Common~~the ~~Stock~~“LTIP”). ~~upon~~As ~~the~~further ~~conversion~~described ofbelow under orItem ~~otherwise~~5.07 ~~pursuant to the terms~~ of ~~the Series~~this FCurrent ~~Convertible~~Report ~~Preferred~~on ~~Stock,~~Form ~~$0.01~~8-K ~~par value per share~~ (this “~~Series~~Current ~~F Preferred Stock~~Report”), ~~issued~~the ~~pursuant~~Company’s tostockholders ~~the~~approved ~~Securities~~the ~~Purchase~~Amendment ~~Agreement~~at ~~dated March 24, 2025 by and among~~ the Company’s ~~and~~Annual ~~each~~Meeting of ~~the~~Stockholders ~~investors~~that ~~listed~~was held on ~~the~~June ~~Schedule of Buyers attached thereto (collectively~~4, ~~the~~2025 ~~“Buyer”)~~ (the “~~Securities~~Annual ~~Purchase Agreement~~Meeting”). ~~and the corresponding Certificate of~~The ~~Designation~~Amendment ofincreases ~~Preferences, Rights and Limitations of Series F Convertible Preferred Stock (~~the ~~“Nasdaq~~number ~~Stock Issuance Proposal (Preferred Stock)”); (2) approved, pursuant to Nasdaq Rule 5635, the issuance~~ of shares of the ~~Common~~Company’s ~~Stock~~common ~~upon~~stock ~~the~~that ~~exercise of~~ the ~~warrants~~Company ~~(the~~may ~~“Warrants”)~~issue tounder ~~purchase~~ the ~~Common~~LTIP ~~Stock,~~from ~~issuable pursuant to the Securities Purchase Agreement (the “Nasdaq~~7,500,000 ~~Stock~~shares ~~Issuance Proposal (Warrants)”); and (3) approved a proposal~~ to ~~adjourn the Meeting to a later date or dates~~15, ~~if necessary or appropriate~~000,000 toshares. ~~permit~~A ~~further~~copy ~~solicitation and vote~~ of ~~proxies in~~ the ~~event~~Amendment ~~that~~is ~~there~~attached ~~are~~hereto ~~insufficient~~as ~~votes~~Exhibit ~~for,~~10.1 orand ~~otherwise~~incorporated ~~in connection~~herein ~~with,~~by ~~one or more of the other proposals to be voted on at the Meeting~~reference.

~~A total~~Item of5.07 ~~18,412,167~~Submission ~~shares~~ of ~~Common~~Matters ~~Stock of the Company attended the Meeting by proxy or in person, representing 68.28% of the Company’s outstanding Common Stock entitled~~ to ~~vote~~a asVote of ~~March~~Security ~~24, 2025, the record date of the Meeting~~Holders. ~~The results of the voting were as follows:~~

~~Proposal~~At 1:the ToAnnual ~~approve~~Meeting, ~~pursuant~~only tostockholders ~~Nasdaq~~of ~~Rule~~record ~~5635~~at the close of business on April 8, 2025, the ~~issuance~~record date for the Annual Meeting (the “Record Date”), were entitled to vote. As of the Record Date, 42,942,127 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), ~~upon~~were ~~the~~outstanding ~~conversion~~and ofentitled orto ~~otherwise pursuant~~vote toat the ~~terms~~Annual ofMeeting. At the ~~Series~~Annual FMeeting, 35,686,743 ~~Preferred~~shares of the Company’s Common Stock, ~~issued~~were ~~pursuant~~voted toin ~~the~~person ~~Securities~~or ~~Purchase~~by ~~Agreement~~proxy ~~and~~for the ~~corresponding~~three ~~Certificate of~~proposals ~~Designation~~set offorth ~~Preferences~~below, ~~Rights~~each of ~~and~~which ~~Limitations~~is ofdescribed ~~Series~~in Fthe ~~Convertible~~Company’s ~~Preferred~~definitive ~~Stock~~proxy (statement for the ~~“Nasdaq~~Annual ~~Stock~~Meeting, ~~Issuance~~which ~~Proposal~~was filed with the U.S. Securities ~~(Preferred~~and ~~Stock)”)~~Exchange Commission on April 22, 2025.

For		Against				Abstain
18,179,528			223,642				8,997

Proposal No. 1 - Election of Directors

~~Proposal~~The 2:Company’s Tostockholders ~~approve,~~elected ~~pursuant~~the todirector ~~Nasdaq~~nominees ~~Rule~~below ~~5635,~~to the ~~issuance~~Board of ~~shares~~Directors of the ~~Common~~Company ~~Stock~~to ~~upon~~hold ~~the~~office ~~exercise~~until of the ~~Warrants to purchase~~2026 ~~the~~Annual ~~Common~~Meeting ~~Stock,~~of ~~issuable~~Stockholders ~~pursuant~~or tountil ~~the~~their ~~Securities~~successors ~~Purchase~~are ~~Agreement~~elected, (by the ~~“Nasdaq~~vote ~~Stock~~indicated ~~Issuance Proposal (Warrants)”)~~below:

For	Against			Abstain
Director Nominees	Votes For		Votes Against	Broker Non-Votes
18,180,450		223,311			8,406
Edward Kovalik	31,001,682		154,347	4,445,399
Gary C. Hanna	31,014,903		151,038	4,445,399
Gizman I. Abbas	30,385,645		763,242	4,445,399
Richard N. Frommer	30,966,222		189,377	4,445,399
Jonathan H. Gray	30,483,593		674,103	4,445,399
Stephen Lee	30,426,826		730,466	4,445,399
Erik Thoresen	30,481,335		675,269	4,445,399

Proposal 3:No. To2 ~~approve~~- aApproval ~~proposal~~of toan ~~adjourn~~Amendment ~~the Meeting~~ to ~~a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in~~ the ~~event~~2024 ~~that~~Amended ~~there~~& ~~are~~Restated ~~insufficient~~Prairie ~~votes~~Operating ~~for,~~Co. orLong-Term ~~otherwise~~Incentive ~~in connection with, one or more of the other proposals to be voted on at the Meeting~~ Plan

For		Against				Abstain
18,171,541			221,780				18,846

The Company’s stockholders approved the Amendment, by the vote indicated below:

SIGNATURE

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,659,688		13,545,776		35,880		4,445,399

~~Pursuant~~Proposal toNo. ~~the~~3 ~~requirements~~- Ratification of the ~~Securities~~Appointment ~~Exchange Act~~ of ~~1934,~~Independent ~~the~~Registered ~~registrant~~Accounting ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Firm

Dated: May 9, 2025	PRAIRIE OPERATING CO.
	By:	/s/ Daniel T. Sweeney
	Name:	Daniel T. Sweeney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

The Company’s stockholders ratified the appointment of Ham, Langston & Brezina, L.L.P. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025, by the vote indicated below:

Votes For		Votes Against		Abstentions
35,512,443		72,544		101,756

Item 9.01.

Financial Statements and Exhibits.

Exhibits.

EXHIBIT NUMBER		DESCRIPTION
10.1		Amendment No. 1 to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 6, 2025

	PRAIRIE OPERATING CO.

	By:	/s/ Daniel T. Sweeney
	Name:	Daniel T. Sweeney
	Title:	Executive Vice President, General Counsel & Corporate Secretary

Filing Compare · Prairie Operating Co.