Material Agreement (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed on the Current Report on Form 8-K of Prairie Operating Co. (the "Company") filed on March 26, 2025, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement"), as amended by that certain Amendment, dated March 25, 2026 (the "Original Amendment"), with each of the investors listed on the Schedule of Buyers attached thereto (collectively, the "Buyers"), pursuant to which, among other things, the Company (i) sold to the Buyers 148,250 shares (the "Preferred Shares") of the Company's Series F Preferred Stock, $0.01 par value per share ("Series F Preferred Stock"), with a stated value of $1,000 per share, subject to adjustment (the "Stated Value"), and (ii) agreed to issue to the Buyers on April 7, 2026, subject to the satisfaction of certain conditions, warrants to purchase a number of shares of the Company's common stock, $0.01 par value per share ("Common Stock"), equal to the quotient of (1) 125% of the Stated Value of all Series F Preferred Stock held by such holder on the original issuance date, divided by (2) the average of the 10 daily volume-weighted average per share trading prices of the Common Stock during the 10 trading days prior to the original issuance date.

On April 6, 2026, the Company and the Buyers entered into an Amendment and Restatement of Amendment to Securities Purchase Agreement and Form of Anniversary Warrant (the "Amendment"). Among other things, the Amendment amends and restates the Original Amendment to (i) amend Section 4(w) of the Purchase Agreement to change the "Anniversary Warrant Issuance Date" from April 7, 2026 to April 9, 2026; and (ii) amend certain footnotes in the Form of Anniversary Warrant attached as Exhibit B to the Purchase Agreement to replace certain references to April 7, 2026 with references to April 9, 2026; and (iii) provide that the Company shall pay to the Buyers an aggregate amount equal to $3 million on April 9, 2026 unless the obligation to pay such amount has been waived by the Buyers in their sole discretion.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.