Form 8-K

8-K — Prairie Operating Co.

Accession: 0001140361-26-033264

Filed: 2026-08-17

Period: 2026-08-14

CIK: 0001162896

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ef20080297_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ef20080297_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20080297_8k.htm · Sequence: 1

false0001162896NASDAQ00011628962026-08-142026-08-14

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

Date of report (Date of earliest event reported): August 14, 2026

Prairie Operating Co.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41895

98-0357690

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

55 Waugh Drive

Suite 400

Houston, TX

77007

(Address of Principal Executive Offices)

(Zip Code)

(713) 424-4247

(Registrant’s Telephone Number, Including Area Code)

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:

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 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 1.01

Entry into a Material Definitive Agreement.

Third Amendment to Amended & Restated Credit Agreement

On August 14, 2026, Prairie Operating Co. (the “Company”) entered into a Third Amendment to Amended and Restated Credit Agreement

(the “Amendment”), effective as of June 30, 2026, with Citibank, N.A., as administrative agent, and the other financial institutions party thereto, which amends the Amended and Restated Credit Agreement, dated as of March 26, 2025 (as amended by

that certain First Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2025, and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, the “A&R Credit Agreement”), by and among

the Company, Citibank, N.A., as administrative agent, and the other financial institutions party thereto.

Among other things, the Amendment (i) reduces the Current Ratio (as defined in the A&R Credit Agreement) the Company is

required to maintain under the A&R Credit Agreement from 1.00 to 1.00 to (a) for the Company’s fiscal quarter ending June 30, 2026, 0.50 to 1.00, (b) for the Company’s fiscal quarter ending September 30, 2026, 0.40 to 1.00 and (c) for the

Company’s fiscal quarter ending December 31, 2026, 0.60 to 1.00, and (ii) introduces a new covenant requiring the Company meet or exceed certain minimum hydrocarbon production thresholds. The new minimum hydrocarbon production covenant is

measured over rolling three-month periods at the end of each calendar month and is first tested on August 31, 2026 for the three month period then ending.

Other than in respect of the A&R Credit Agreement and related documents or as previously disclosed by the Company in its

filings with the Securities and Exchange Commission (the “SEC”), neither the Company nor any of its affiliates have any material relationship with any of the other parties to the A&R Credit Agreement and related documents, other than that

each of the lenders may have performed, and may in the future perform, various commercial banking, investment banking, underwriting, trust and other financial advisory services for the Company and/or its affiliates, for which it may have

received, and may in the future receive, customary fees and expenses.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the

Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Series F Convertible Preferred Stock – Letter Agreement

On August 14, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Hudson Bay PH XIX LLC (“High Trail”), pursuant to

which the parties agreed, among other things, to (i) amend Section 4(w) of the Securities Purchase Agreement, dated as of March 24, 2025, between the Company and High Trail, as amended (the “Purchase Agreement”), to change the “Anniversary

Warrant Issuance Date” from August 14, 2026 to August 31, 2026, and (ii) amend certain footnotes in the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement, as amended, to replace certain references to August 14, 2026 with

references to August 31, 2026.

The Letter Agreement also (i) amends a previous letter agreement between the Company and High Trail to extend the issuance date of a warrant

issuable to High Trail to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share (subject to adjustment pursuant to the terms therein) (the “Second Penny Warrant”) from August 14, 2026 to August 31, 2026,

so that if on August 31, 2026 (rather than August 14, 2026 as provided by the previous letter agreement), for any reason, the Anniversary Warrants (as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of

Series F Convertible Preferred Stock (the “Certificate of Designation”)) are not issued to High Trail, the Company will issue the Second Penny Warrant to High Trail and (ii) waives the Company’s obligation under Section 8(A)(ii) of the

Certificate of Designation to maintain the Current Ratio (as defined in the Certificate of Designation) until 11:59 p.m. (New York City time) on December 31, 2026 (the “Limited Waiver”). The effectiveness of the Limited Waiver is expressly

conditioned upon the Company not permitting, as of the last day of any fiscal quarter commencing with the fiscal quarter ending June 30, 2026, the Current Ratio as of such date to be less than (i) 0.50 to 1.00, for the fiscal quarter ending June

30, 2026, (ii) 0.40 to 1.00, for the fiscal quarter ending September 30, 2026 and (iii) 0.60 to 1.00, for the fiscal quarter ending December 31, 2026.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is incorporated by reference into

this Item 2.03.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Letter Agreement is incorporated by reference into this Item 3.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.1

Third Amendment to Amended and Restated Credit Agreement, dated as of August 14, 2026, by and among Prairie Operating Co., Citibank, N.A and the other credit parties party

thereto.

104

Cover Page Interactive Data File-formatted as Inline XBRL.

SIGNATURE

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: August 17, 2026

Prairie Operating Co.

By:

/s/ Daniel T. Sweeney

Name:

Daniel T. Sweeney

Title:

Executive Vice President, General Counsel and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ef20080297_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is

executed as of August 14, 2026 to be effective for all purposes as of June 30, 2026, among PRAIRIE OPERATING CO., a Delaware corporation (the “Borrower”), each other

Credit Party party hereto, each of the Lenders party hereto and CITIBANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative

Agent”).

RECITALS

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Credit Agreement dated as of March 26, 2025 (as amended by that certain First

Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2025, and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, the “Existing Credit Agreement”, and as amended by this

Amendment and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on

behalf of the Borrower.

B. The Borrower, the Administrative Agent and the Lenders party hereto have agreed to amend certain provisions of the Credit Agreement, in each case as more fully set forth herein.

C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but

which is not defined in this Amendment, shall have the meaning ascribed to such term in the Credit Agreement after giving effect to this Amendment. Unless otherwise indicated, all references to sections in this Amendment refer to sections in the

Credit Agreement as amended by this Amendment.

Section 2. Amendments to Credit Agreement. Subject to satisfaction of the

conditions set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

A. Section 8.01 of the Credit Agreement is hereby amended to add a new

paragraphs (v) and (w) to read as follows:

“(v) Minimum Production Certificate. Within five Business Days following each Production Test Date (as defined in Section 9.23), the Borrower shall deliver to the Administrative Agent a certificate of

a Financial Officer setting forth detailed calculations demonstrating compliance with Section 9.23.

(w) 13 Week Cash Flow; Accounts Payable Reporting. On or before 5:00 pm, central time, on August 28, 2026, and on the date of each two-week anniversary of such date occurring thereafter (each, a “Reporting Date”), the Borrower will provide to the Administrative Agent:

(i) a thirteen (13)-week budget

covering the 13-week period commencing on the applicable Reporting Date, which update shall contain line items and any other related information reasonably requested by the Administrative Agent and/or the Majority Lenders, in each case, in form

and substance satisfactory to the Administrative Agent and the Majority Lenders (each such updated 13-week budget, as applicable, the “Budget”), and, for each Budget

following the initial Budget, a reconciliation against the previously delivered Budget; and

(ii) a report setting forth

accounts receivable and accounts receivable, including aging information on a 0-30, 30-60, 60-90 and 90+ day basis including individual account names and invoice amounts in form and substance satisfactory to the Administrative Agent and the

Majority Lenders.

B. Section 9.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Current Ratio. The Borrower will not permit, as of the last day of any fiscal quarter commencing with the fiscal quarter ending March 31, 2025, the Current Ratio as of

such date to be less than (i) 0.50 to 1.00, for the fiscal quarter ending June 30, 2026, (ii) 0.40 to 1.00, for the fiscal quarter ending September 30, 2026, (iii) 0.60 to 1.00, for the fiscal quarter ending December 31, 2026, and (iv) 1.00 to

1.00, for each fiscal quarter ending thereafter.”

C. The following section is hereby added as Section 9.23 of the Credit Agreement:

“Minimum Production. The Borrower will not permit,

as of the last day of any calendar month commencing with the calendar month ending August 31, 2026 (the last day of such month, the “Production Test Date”), the

aggregate volume of production of Hydrocarbons attributable to the interest of the Borrower and the Restricted Subsidiaries in their respective Oil and Gas Properties on a barrel of oil equivalent basis (x) for operated volumes for the three (3)

consecutive calendar month period ending on the last day of the calendar month ending one month prior to the Production Test Date (such three month period, the “Operated Production

Measurement Period”) and (y) for non-operated volumes for the three (3) consecutive calendar month period ending on the last day of the calendar month ending two months prior to the Production Test Date (such three month period,

the “Non-Operated Production Measurement Period” and together with the Operated Production Measurement Period, the “Applicable Production Measurement Period”) to be less than the volumes set forth on the Minimum Required Volumes table on Schedule 9.23; provided that volumes of operated production for the months of May and June and the

volumes of non-operated production for the months of April and May shall each be deemed to be the volumes set forth under the Deemed Volumes table set forth on Schedule 9.23 for the purposes of the foregoing calculations and any subsequent month

shall be based on actual produced volumes for such month.

D. Section 10.01(d) is hereby amended and restated in its entirety to read as follows:

(d) the Borrower or any Restricted Subsidiary shall

fail to observe or perform any covenant, condition or agreement contained in Section 8.01(m), Section

8.01(u), Section 8.01(v), Section 8.01(w), Section 8.02(a), Section 8.03, Section 8.13,

Section 8.16, Section 8.19 or in Article IX.

E. A new Schedule 9.23 (Minimum Production) is hereby added in correct numerical order to the Credit Agreement as set forth on Annex I attached

hereto.

Section 3. Conditions Precedent. The following are conditions precedent to the effectiveness

of this Amendment:

3.1 The Administrative Agent shall have executed and received from Lenders constituting the Majority Lenders, the Borrower and each other Credit Party

party hereto, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of each such Person party thereto.

3.2 The Administrative Agent shall have executed and received from the Borrower and the Lenders (if applicable) counterparts of each fee letter, dated

as of the date hereof.

3.3 Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

3.4 Each representation and warranty contained in Section 4 hereof shall be true and correct in all material respects (except for those which have a

materiality qualifier, which are true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such

representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.

3.5 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to August 14, 2026, including, without

limitation, the fees included in the fee letters described in Section 3.2 and reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses in accordance with Section 12.03(a) of the Credit Agreement.

Section 4. Representations and Warranties. In order to induce the Administrative Agent and the

Lenders to enter into this Amendment, each of the Borrower and the other Credit Parties hereby represents and warrants to the Administrative Agent and the Lenders that:

4.1 Accuracy of Representations and Warranties. The representations and warranties of each Credit Party contained in each Loan Document are true

and correct in all material respects on and as of the date hereof except to the extent any such representations and warranties (i) are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and

warranties continue to be true and correct in all material respects as of such specified earlier date or (ii) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and

warranties are true and correct in all respects.

4.2 Due Authorization. The execution and delivery of this Amendment and the performance of this Amendment and the Credit Agreement by the

Borrower and each other Credit Party are within the Borrower’s and such Credit Party’s corporate or limited liability company, as applicable, powers and have been duly authorized by all necessary corporate or limited liability company, as

applicable, action and, if required, action by any holders of its Equity Interests (including, without limitation, any action required to be taken by any class of directors, managers or supervisors of the Borrower or any other Person, whether

interested or disinterested, in order to ensure the due authorization of this Amendment).

4.3 Validity and Binding Effect. This Amendment and the Credit Agreement constitute the valid and binding obligations of the Borrower and each

other Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general

principles of equity, regardless of whether considered in a proceeding in equity or law.

4.4 Absence of Defaults. No Default or Event of Default has occurred that is continuing immediately prior to and after giving effect to this

Amendment.

Section 5. Miscellaneous.

5.1 Confirmation. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue

to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of

any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

5.2 Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which

shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf.

or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of

like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces

an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case

may be.

5.3 No Oral Agreement. This Amendment, the Credit Agreement and the other Loan Documents represent the final agreement among the parties hereto

and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

5.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.5 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket

costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby in accordance with Section 12.03 of the Credit Agreement.

5.6 Severability. Any provision of this Amendment which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in

a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

5.7 Loan Document. This Amendment shall constitute a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement.

5.8 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors

and permitted assigns.

5.9 JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Section 12.09(b), (c) and (d) of the Credit Agreement shall apply to

this Amendment, mutatis mutandis.

5.10 General Release; Indemnity. In consideration of, among other things, Administrative Agent’s and the applicable Lenders’ execution and delivery

of this Amendment, each of Borrower and the other Credit Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby

forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges each Releasee (as hereinafter defined) from any and all claims (including, without limitation,

crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants,

controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising,

whether arising at law or in equity (collectively, the “Claims”), against any or all of the Lenders in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities

laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on

facts, whether or not now known, existing on or before the date hereto, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in

connection therewith or (ii) any aspect of the dealings or relationships between or among Borrower and the other Credit Parties, on the one hand, and any or all of the Lenders, on the other hand, relating to any or all of the documents,

transactions, actions or omissions referenced in clause (i) hereof. The receipt by Borrower or any other Credit Party of any Loans or other financial accommodations made by any Lender after the date hereof shall constitute a ratification,

adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such

Loans or other financial accommodations. In entering into this Amendment, Borrower and each other Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or

omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or

validity thereof. The provisions of this Section shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the Obligations.

Borrower and other Credit Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities,

obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or

relating to any proceeding by or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of Borrower, any other Credit Party, or any of their respective

Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery,

performance, administration and enforcement of the Credit Agreement, the other Loan Documents, this Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Borrower nor any other Credit

Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of

competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is

permissible under applicable law. The foregoing indemnity shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and the payment in full of the Obligations.

Each of Borrower and other Credit Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees

with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower or any other Credit Party pursuant to Section

5.10 hereof. If Borrower, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, Borrower and other Credit Parties, each for itself and its successors, assigns and legal

representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the day and year first above written.

BORROWER:

PRAIRIE OPERATING CO.

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

CREDIT PARTIES:

PRAIRIE OPERATING CO., LLC

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

PRAIRIE OPERATING HOLDING CO., LLC

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

PRAIRIE OPERATING EMPLOYEE CO., LLC

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

OTTER HOLDINGS, LLC

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

PRAIRIE SWD CO., LLC

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

PRAIRIE GATHERING I, LLC

By:

/s/ Gregory S. Patton

Name: Gregory S. Patton

Title: Chief Executive Officer

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

ADMINISTRATIVE AGENT:

CITIBANK, N.A., as Administrative Agent, a Lender and Issuing Bank

By:

/s/ Thomas Skipper

Name: Thomas Skipper

Title: Director

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

LENDERS:

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:

/s/ David M. Bornstein

Name: David M. Bornstein

Title: Senior Vice President

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

MUFG BANK, LTD., as a Lender

By:

/s/ Traci Bankston

Name: Traci Bankston

Title: Authorized Signatory

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

UMB BANK, N.A., as a Lender

By:

/s/ Zachary S. Leard

Name: Zachary S. Leard

Title: Vice President

Signature Page to

Third Amendment to Amended and Restated Credit Agreement

ANNEX I

Schedule 9.23

Minimum Production

Deemed Volumes

Operated

Non-Operated

April

18,984

May

728,663

15,017

June

602,216

Minimum Required Volumes

Production Test Date

Minimum Production

August 31, 2026

660,550.54

September 30, 2026

680,205.72

October 31, 2026

712,463.17

November 30, 2026

700,763.65

December 31, 2026

672,214.27

January 30, 2027

656,202.32

February 28, 2027

689,011.81

March 31, 2027

663,485.25

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

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dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

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No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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xbrli:normalizedStringItemType

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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