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):  August 30, 2026

Prairie Operating Co.

(Exact Name of Registrant as Specified in Charter)

(713) 424-4247

(Registrant’s Telephone Number, Including Area Code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

If 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. ☐

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.

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.

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.

Date: August 31, 2026