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Get filing alertsPrairie Operating amends credit facility with tighter monitoring, agrees to dilutive preferred conversion
Filed June 11, 2026 · Period ending June 10, 2026 · ~1 min read
Key Changes
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high
Credit agreement amended to increase frequency of borrowing base reviews and modify distributable cash flow covenants, suggesting lenders want closer oversight despite reaffirming $475M borrowing base.
Item 1.01 verify on EDGAR → -
high
Company agreed to allow High Trail to convert Series F Preferred Stock into up to 21.2 million additional common shares, representing significant potential dilution to existing shareholders.
Item 1.01 verify on EDGAR → -
medium
Anniversary Warrant terms modified favorably: issuance delayed one month to August 7, 2026, and calculation reduced from 75% to 65% of Stated Value, limiting dilution from warrant exercise.
Item 1.01 verify on EDGAR → -
high
Material modification to security holder rights disclosed through Letter Agreement with High Trail, affecting fundamental shareholder protections.
Item 3.03 verify on EDGAR →
Summary
Prairie Operating disclosed a complex restructuring of its capital arrangements with lender Citibank and preferred shareholder High Trail. While the company's $475 million borrowing base was reaffirmed, lenders are requiring more frequent reviews and modified covenants around distributable cash flow—a sign they want tighter monitoring of the company's financial health and collateral value.
This increased scrutiny suggests potential concerns about Prairie's operating performance or commodity price exposure. The agreement with High Trail involves a trade-off: Prairie reduced future warrant dilution by changing the Anniversary Warrant calculation from 75% to 65% and delaying issuance by a month.
However, the company simultaneously agreed to allow conversion of remaining Series F Preferred Stock into up to 21.2 million common shares, which could substantially dilute existing shareholders depending on how much preferred stock High Trail holds. Retail investors should watch Prairie's next quarterly earnings for signs of stress that might have prompted these amendments, particularly any covenant compliance metrics or changes in distributable cash flow. The increased borrowing base review frequency means any deterioration in the company's asset values or financial performance will surface more quickly in future disclosures.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Amendment (i) reaffirmed a borrowing base of $475,000,000, (ii) modified certain covenants relating to the Company’s distributable free cash flow and certain other reporting and notice requirements and (iii) increased the cadence of scheduled borrowing base redeterminations and the number of interim borrowing base redeterminations which may occur in any fiscal year.
Prairie entered into a Second Amendment to its credit agreement on June 10, 2026. The amendment maintains the borrowing base at $475 million but changes covenants around distributable free cash flow and reporting requirements. It also increases how frequently the borrowing base will be redetermined, suggesting lenders want more frequent monitoring of the company's collateral value.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Prairie Operating Co. disclosed creation of a direct financial obligation, with details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The company disclosed the creation of a direct financial obligation or off-balance sheet arrangement. The specific details of this obligation are referenced in Item 1.01 of the filing, which is not included in the provided text. This typically indicates new debt, credit facility, or similar financial commitment.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
The company disclosed a material modification to the rights of security holders through a Letter Agreement. The specific details of this modification are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided text. This type of disclosure typically involves changes to voting rights, dividend rights, liquidation preferences, or other fundamental shareholder protections.
Event · Item 9.01 — Financial Statements and Exhibits
Prairie Operating Co. executed a Second Amendment to its Amended and Restated Credit Agreement on June 10, 2026.
Added in current filing · verify on EDGAR →
Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, by and among Prairie Operating Co., Citibank, N.A and the other credit parties party thereto (including Annex A, which is a conformed copy of the Amended and Restated Credit Agreement).
The company entered into a Second Amendment to its existing credit facility with Citibank, N.A. and other lenders. The specific terms of the amendment are not disclosed in this 8-K filing itself, but the full agreement is attached as an exhibit. Credit agreement amendments typically involve changes to borrowing capacity, interest rates, covenants, or maturity dates.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 11, 2026 · How we verify