Form 8-K

8-K — PRESIDIO PRODUCTION Co

Accession: 0001213900-26-056205

Filed: 2026-05-14

Period: 2026-05-07

CIK: 0002083125

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Documents

8-K — ea0290771-8k_presidio.htm (Primary)

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8-K — CURRENT REPORT

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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): May 7, 2026

PRESIDIO

PRODUCTION COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-43179

39-3528250

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

500

W. 7th Street

Suite 1500

Fort Worth, Texas

76102

(Address

of principal executive offices)

(Zip

Code)

(800)

461-1604

(Registrant’s telephone number, including area code)

Presidio

PubCo Inc.

1090

Center Drive

Park

City, UT 84098

(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:

☐

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

Class

A common stock, $0.0001 par value per share

FTW

The

New York Stock Exchange

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

FTW

The

New York Stock Exchange

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 ☒

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.

May 7, 2026, Presidio Production Company (NYSE: FTW) (“Presidio” or the “Company”) entered into purchase and

sale agreements (the “Purchase and Sale Agreements”), by and between each of Canyon Creek Energy – Arkoma, LLC (“Canyon

Creek”), Alchemist Energy LeaseCo, LP (“Alchemist”), Pivotal Arkoma Basin II, LLC (“Pivotal”), East Dennis

Oil Company, LLC, Harvard Petroleum Company, LLC, FBF Energy, LLC and Harbor Island Management Company, LLC (collectively, the “Seller

Parties”) pursuant to which the Company acquired the properties and assets from the Seller Parties set forth in the Purchase and

Sale Agreements (the “Purchase and Sale Transaction”) for 2,173,913 shares of the Company’s common stock (the “Share

Consideration”), par value $0.0001 per share (“Common Stock”) and $60 million of cash (the “Transaction”).

The Purchase and Sale Agreements with Canyon Creek, Alchemist and Pivotal represented approximately $81 million of the total $83 million

value. With each Purchase and Sale Agreement, the Company purchased oil and gas leases, oil, gas, and mineral leases and subleases, carried

interests, operating rights, record title interests, overriding royalty interests and other interests to the crude oil, gas, casinghead

gas, condensate, natural gas liquids, and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, nor-butane, gasoline,

and scrubber liquids) of any type and chemical composition in, on, under, and that may be produced from or are otherwise attributable

to certain properties in Oklahoma (the “Properties”). The Company expects the Transaction to close early in the third quarter

of 2026, subject to customary closing conditions. There can be no assurance that all of the conditions to closing the Transaction will

be satisfied.

Each

Purchase and Sale Agreement contains representations, warranties and other provisions that were made only for purposes of each particular

Purchase and Sale Agreement as of specific dates and were solely for the benefit of the parties thereto. Each Purchase and Sale Agreement

is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source

of factual, business or operational information about the Company or the Seller Parties or the assets to be acquired from the Seller

Parties. The representations and warranties made by the Company and Seller Parties in each Purchase and Sale Agreement may be (i) qualified

by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties

and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly,

investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts

or circumstances.

The

descriptions of the Purchase and Sale Agreements herein does not purport to be complete and is qualified in its entirety by reference

to the Purchase and Sale Agreements, when filed with the Securities and Exchange Commission (the “SEC”).

Canyon

Creek Acquisition

Pursuant

to the Purchase and Sale Agreement between the Company and Canyon Creek (the “Canyon Creek PSA”), the Company agreed to purchase

certain Properties for consideration comprising (i) $19.986 million of cash and (ii) 1,166,627 shares of Common Stock (the “Canyon

Creek Share Consideration”), each subject to purchase price adjustments and customary closing adjustments. The Canyon Creek PSA

contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of

this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary

manner.

Under

the Canyon Creek PSA, the Company agreed to enter into a registration rights agreement with Canyon Creek or its designee in connection

with the closing of the Canyon Creek Acquisition (the “Canyon Creek Registration Rights Agreement”). Pursuant to the terms

of the Canyon Creek Registration Rights Agreement, the Company will agree to register under the Securities Act of 1933, as amended (the

“Securities Act”), the resale of the shares of Common Stock to be issued as part of the Canyon Creek Share Consideration

and to grant such person certain rights to request and/or participate in underwritten offerings. The foregoing description of the Canyon

Creek Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Canyon

Creek Registration Rights Agreement included as Exhibit C to the Canyon Creek PSA to be filed with the SEC.

Alchemist

Acquisition

Pursuant

to the Purchase and Sale Agreement between the Company and Alchemist (the “Alchemist PSA”), the Company agreed to purchase

certain Properties for consideration comprising (i) $25.395 million of cash and (ii) 920,109 shares of Common Stock (the “Alchemist

Share Consideration”), each subject to purchase price adjustments and customary closing adjustments. The Alchemist PSA contains

customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size

and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary manner.

Under

the Alchemist PSA, the Company agreed to enter into a registration rights agreement with Alchemist or its designee in connection with

the closing of the Alchemist Acquisition (the “Alchemist Registration Rights Agreement”). Pursuant to the terms of the Alchemist

Registration Rights Agreement, the Company will agree to register under the Securities Act, the resale of the shares of Common Stock

to be issued as part of the Alchemist Share Consideration and to grant such person certain rights to request and/or participate in underwritten

offerings. This description of the Alchemist Registration Rights Agreement does not purport to be complete and is qualified in its entirety

by reference to the form of Alchemist Registration Rights Agreement included as Exhibit C to the Alchemist PSA to be filed with the SEC.

Pivotal

Acquisition

Pursuant

to the Purchase and Sale Agreement between the Company and Pivotal (the “Pivotal PSA”), the Company agreed to purchase certain

Properties for consideration comprising $13.125 million of cash, subject to purchase price adjustments and customary closing adjustments.

The Pivotal PSA contains customary representations and warranties, covenants, termination rights and indemnification provisions for a

transaction of this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them

in a customary manner.

Cautionary

Note Regarding Forward-Looking Statements

Statements

in this Current Report on Form 8-K and in our other filings with the SEC, as well as other statements we may make from time to time,

other than statements of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities

Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "may," "will,"

"should," "expects," "intends," "plans," "anticipates," "believes," "estimates,"

"guidance," "outlook," "predicts," "potential," "continue," and similar words or phrases

or the negative of these words or phrases. These statements relate to future events or the Company’s future financial performance

and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance,

or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking

statements. Although the Company believes the expectations reflected in the forward-looking statements are reasonable when made, the

Company cannot guarantee future results, levels of activity, performance, or achievements. See the Company’s final prospectus

and definitive proxy statement filed with the SEC, dated January 30, 2026 in the section entitled “Risk Factors” and the

Company’s other filings with the SEC for a discussion of risks and uncertainties. The Company disclaims any obligation to update

or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

Dated:

May 14, 2026

PRESIDIO

PRODUCTION COMPANY

By:

/s/

Brett Barnes

Name:

Brett

Barnes

Title:

Executive

Vice President and General Counsel

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