Prairie Operating Co.

Item 1.01 Entry into a Material Definitive Agreement. Series F Convertible Preferred Stock - Letter Agreement On August 30, 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 31, 2026 to December 1, 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 31, 2026 with references to December 1, 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 31, 2026 to December 1, 2026, so that if on December 1, 2026 (rather than August 31, 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.

Item 3.03 Material Modification to Rights of Security Holders. 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.