Prairie Operating Co 2025年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:September 30,2025 For the transition period from _____________ to _____________ Commission File No.001-41895 Prairie Operating Co.(Exact name of registrant as specified in its charter) Delaware98-0357690(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 55 Waugh DriveSuite 400Houston,TX77007(Address of principal executive offices)(Zip Code) (713)766-1200(Registrant’s telephone number, including area code) N/A(Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each ClassTrading Symbol(s)Name of each Exchange on whichregisteredCommon stock, $0.01 par valuePROPTheNasdaqStock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b–2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. TABLE OF CONTENTS PART IFINANCIAL INFORMATION4Item 1.Condensed Consolidated Financial Statements (unaudited)4Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 3.Quantitative and Qualitative Disclosures About Market Risk46Item 4.Controls and Procedures47PART IIOTHER INFORMATION47Item 1.Legal Proceedings47Item 1A.Risk Factors47Item 2.Unregistered Sales of Equity Securities and Use of Proceeds47Item 3.Defaults Upon Senior Securities47Item 4.Mine Safety Disclosures47Item 5.Other Information47Item 6.Exhibits48SIGNATURES512 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation, statements regarding future financial performance, business strategies, expansion plans,future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. Theseforward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as anumber of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the factthat they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “may,”“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative ofsuch terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that astatement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to,statements about: ●estimates of our oil, natural gas, and natural gas liquids (“NGLs”) reserves;●drilling prospects, inventories, projects, and programs;●estimates of our future oil and natural gas production, including estimates of any increases or decreases in our production;●financial strategy, liquidity, and capital required for our development program and other capital expenditures;●the availability and adequacy of cash flow to meet our requirements;●the availability of additional capital for our operations;●changes in our business and growth strategy, including our ability to successfully operate and expand our business;●our financial performance followin