Fair Value Measurements

9 Months Ended

Sep. 30, 2025

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 6 – Fair Value Measurements

Certain of the Company’s assets and liabilities are carried at fair value and measured on either a recurring or non-recurring basis. Per ASC Topic 820, Fair Value Measurements and Disclosures, fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market–based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

The GAAP fair value valuation hierarchy categorizes assets and liabilities measured at fair value into one of three levels depending on the observability of the inputs used in determining fair value. The three levels of the fair value hierarchy are as follows:

● Level 1 valuations – Consist of observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

● Level 2 valuations – Consist of observable market–based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date.

● Level 3 valuations – Consist of unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

The classification of an asset or liability within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement of an asset or liability requires judgment and may affect the valuation of the fair value asset or liability and its placement within the fair value hierarchy. There have been no transfers between fair value hierarchy levels.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities on the condensed consolidated balance sheets approximate fair value because of their short–term nature.

Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company’s liabilities which were measured at fair value on a recurring basis as of the periods presented and their classification within the fair value hierarchy:

	Fair Value Measurement as of September 30, 2025
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Commodity derivative contracts	$	19,657	$	—	$	19,657	$	—
Liabilities:
Subordinated note warrants – related party	$	300	$	—	$	—	$	300
Series F Preferred Stock embedded derivatives	$	11,596	$	—	$	—	$	11,596
Series F Preferred Stock warrants	$	62,776	$	—	$	—	$	62,776

	Fair Value Measurement as of December 31, 2024
	Total		Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Commodity derivative contracts	$	4,395	$	—	$	4,395	$	—
SEPA	$	790	$	—	$	—	$	790
Senior convertible note	$	12,555	$	—	$	—	$	12,555
Subordinated note – related party	$	4,609	$	—	$	4,609	$	—
Subordinated note warrants – related party	$	4,159	$	—	$	—	$	4,159

Commodity derivative contracts. The fair values of the Company’s derivative instruments are measured on a recurring basis using a discounted cash flow model which considers various inputs such as quoted forward commodity prices, discount rates, and current market and contractual prices and terms for the underlying instruments, as well as other relevant data. These significant inputs are observable in the current market or can be corroborated by observable active market data and are therefore considered Level 2 inputs within the fair value hierarchy. As of September 30, 2025, the fair value of the Company’s commodity derivative contracts was an asset of $19.7 million, of which $13.1 million was considered a current asset. As of December 31, 2024, the fair value of the Company’s commodity derivative contracts was a liability of $4.4 million, of which $2.4 million was considered a current liability.

At the time of issuance, the Company determined that certain features of each of the financial instruments listed below required bifurcation and separate accounting as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). As a result, the Company elected the fair value option for the financial instruments listed below, and as such, it reflects these financial instrument liabilities at their fair value on its condensed consolidated balance sheet and reflects the changes in the fair values of the liabilities as loss on adjustment to fair value – embedded derivatives, debt, and warrants on its condensed consolidated statements of operations. The following table presents the changes in the Company’s financial instruments presented at fair value for the periods presented:

	September 30, 2025			December 31, 2024
	(In thousands)
SEPA, at the beginning of the period	$	790		$	—
(Gain) loss on adjustment to fair value		(790	)		790
SEPA, at the end of the period	$	—		$	790
Senior convertible note, at the beginning of the period	$	12,555		$	—
Borrowing		—			14,250
Repayments		—			(3,748	)
Conversions		(18,057	)		—
Loss on adjustment to fair value		5,502			2,053
Senior convertible note, at the end of the period	$	—		$	12,555
Subordinated note – related party, at the beginning of the period	$	4,609		$	—
Borrowing		—			5,000
Repayments		(3,214	)		(1,786	)
Loss on issuance of debt		—			281
Loss on adjustment to fair value		63			1,114
Subordinated note – related party, at the end of the period	$	1,458		$	4,609
Subordinated note warrants – related party, at the beginning of the period	$	4,159		$	—
Loss on issuance of debt		—			2,758
(Gain) loss on adjustment to fair value		(3,859	)		1,401
Subordinated note warrants – related party, at the end of the period	$	300		$	4,159
Series F Preferred Stock embedded derivatives, at the beginning of the period	$	—		$	—
Embedded derivatives recognized at issuance of Series F Preferred Stock		25,479			—
Gain on adjustment to fair value		(13,883	)		—
Series F Preferred Stock embedded derivatives, at the end of the period	$	11,596		$	—
Series F Preferred Stock warrants, at the beginning of the period	$	—		$	—
Issuance of Series F Preferred Stock		22,115			—
Loss on adjustment to fair value		40,661			—
Series F Preferred Stock warrants, at the end of the period	$	62,776		$	—

The following table presents the face value and fair value of each financial instrument presented at fair value on the Company’s condensed consolidated balance sheet as of the periods presented:

	September 30, 2025				December 31, 2024
	Face Value		Fair Value		Face Value		Fair Value
	(In thousands)
SEPA	$	—	$	—	$	—	$	790
Senior convertible note		—		—		11,252		12,555
Subordinated note – related party		1,458		1,458		3,214		4,609
Subordinated note warrants – related party		—		300		—		4,159
Series F Preferred Stock embedded derivatives		—		11,596		—		—
Series F Preferred Stock warrants	$	—	$	62,776	$	—	$	—

Standby Equity Purchase Agreement. On September 30, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, whereby, subject to certain conditions, the Company has the right, but not the obligation, to sell to Yorkville shares up to $40.0 million shares of Common Stock, at any time and in the amount as specified in the Company’s request (“Advance Notice”), during the commitment period commencing on September 30, 2024 (the “SEPA Effective Date”) and terminating on September 30, 2026. The Company determined that the SEPA represents a derivative instrument pursuant to ASC 815, which should be recorded at fair value at inception and remeasured at fair value each reporting period with changes in the fair value recognized in earnings. The Company engaged a third-party valuation expert to assist in preparing the fair value of the SEPA as of December 31, 2024. These estimates were derived using a Monte Carlo simulation model and significant inputs which were based on unobservable market data and are therefore considered Level 3 inputs within the fair value hierarchy.

Pursuant to the Prairie Operating Co. Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”), the Company may only request an Advance Notice on the SEPA if the Series F Preferred Stock is fully converted or redeemed. As such, the Company has determined that the fair value of the SEPA as of September 30, 2025 is $0, resulting in a gain of $0.8 million, which is presented in loss on adjustment to fair value – embedded derivatives, debt, and warrants on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2025. Refer to Note 10 – Debt for a further discussion of the SEPA and Note 13 – Mezzanine Equity for a discussion of the Series F Preferred Stock.

Senior Convertible Note. On September 30, 2024, the Company issued the Senior Convertible Note to Yorkville, with an interest rate of 8.00% and a maturity date of September 30, 2025. The Company determined that certain features of the Senior Convertible Note required bifurcation and separate accounting as embedded derivatives. As such, the Company elected the fair value option to account for the Senior Convertible Note; therefore, in accordance with ASC 815, the Company recorded the Senior Convertible Note at fair value and remeasured the fair value each reporting period with changes in fair value recognized in earnings. The Company engaged a third-party valuation expert to assist in preparing the fair value of the Senior Convertible Note as of December 31, 2024. These estimates were derived using a Monte Carlo simulation model and significant inputs which were based on unobservable market data and are therefore considered Level 3 inputs within the fair value hierarchy.

The Senior Convertible Note was fully converted throughout the first quarter of 2025. As a result, the Company recognized a loss on adjustment to fair value – embedded derivatives, debt, and warrants of $5.5 million on its condensed consolidated statement of operations for the nine months ended September 30, 2025. Refer to Note 10 – Debt for a further discussion of the Senior Convertible Note.

Subordinated Promissory Note. On September 30, 2024, the Company entered into a subordinated promissory note (the “Subordinated Note”) with First Idea Ventures LLC and The Hideaway Entertainment LLC (together, the “Noteholders”), in a principal amount of $5.0 million, which has a maturity date of March 17, 2027. The original Subordinated Note agreement had an interest rate of 10.00% and entitled the Noteholders to a minimum return on capital of up to 2.0x upon the repayment, prepayment or acceleration of the obligations, or the occurrence of certain other triggering events under the Subordinated Note. The Company determined that certain features of the Subordinated Note required bifurcation and separate accounting as embedded derivatives. As such, the Company elected the fair value option to account for the Subordinated Note; therefore, in accordance with ASC 815, the Company recorded the Subordinated Note at fair value and remeasured the fair value each reporting period with changes in fair value recognized in earnings. The Company engaged a third-party valuation expert to assist in preparing the fair value of the Subordinated Note as of December 31, 2024. These estimates were derived using a credit default valuation model using significant inputs which were considered unobservable inputs because they were corroborated by market data and are therefore considered Level 2 inputs within the fair value hierarchy.

On March 26, 2025, in connection with the closing and financing of the Bayswater Acquisition, the Company paid $3.2 million of the outstanding balance under the Subordinated Note. Pursuant to the terms of the payoff letter, the Company and the Noteholders agreed that the remaining $1.5 million outstanding balance on the Subordinated Note would be converted to principal, will accrue interest at a rate of 15% of per annum, and all principal and other amounts owed (other than interest) pursuant to the Subordinated Note will not be redeemable for any reason while any of the Company’s Series F Preferred Stock remain outstanding. Therefore, the Company has determined that changes to the Subordinated Note included in the payoff letter qualify as an extinguishment of debt and therefore elected to forgo the previous fair value option election. As such, the Company now presents the Subordinated Note at its face value of $1.5 million as of September 30, 2025. Refer to Note 10 – Debt for a further discussion of the Subordinated Note.

Subordinated Note Warrants. As discussed in Note 10 – Debt below, pursuant to the terms of the Subordinated Note, the Company issued to the Noteholders warrants (the “Subordinated Note Warrants”) to purchase up to 1,141,552 shares of Common Stock, vesting in tranches based on the date of repayment of the Subordinated Note. The Company has determined that the Subordinated Note Warrants should be accounted for as a liability pursuant to ASC 480. In accordance with ASC 815, the Company recorded the Subordinated Note Warrants at fair value and will remeasure the fair value each reporting period with changes in fair value recognized in earnings.

The Company engaged a third-party valuation expert to assist in preparing the fair value of the Subordinated Note Warrants as of September 30, 2025. These estimates were derived using a Monte Carlo simulation model using the significant inputs listed below, which are based on unobservable market data and are therefore considered Level 3 inputs within the fair value hierarchy.

Subordinated Note Warrants – Monte Carlo Simulation Model	Key Inputs
Time to termination (years)		4.00
Stock price – as of September 30, 2025	$	1.985
Exercise price	$	8.89
Risk-free rate		3.61	%
Equity volatility rate		85.0	%

As of September 30, 2025, the fair value of the Subordinated Note Warrants was $0.3 million compared to $0.5 million and $4.2 million as of June 30, 2025 and December 31, 2024, respectively. The Company recognized the changes in fair value of $0.2 million and $3.9 million as components of the loss on adjustment to fair value – embedded derivatives, debt, and warrants on its condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively. Refer to Note 15 – Common Stock Options and Warrants for a further discussion of the Subordinated Note Warrants.

Series F Preferred Stock. On March 24, 2025, the Company entered into a securities purchase agreement with an investor (the “Series F Preferred Stockholder”), pursuant to which the Series F Preferred Stockholder agreed to purchase for an aggregate of $148.3 million (i) 148,250 shares of Series F Preferred Stock, with a stated value of $1,000 per share (the “Stated Value”), convertible into shares of Common Stock and (ii) upon the one-year anniversary of the issue date of the Series F Preferred Stock, subject to the satisfaction of certain conditions, warrants to purchase shares of Common Stock (“Series F Preferred Stock Warrants”) (collectively, the “Series F Preferred Offering”). On March 26, 2025, the Series F Preferred Offering closed, and the Company issued the Series F Preferred Stock to the Series F Preferred Stockholder. The Company has determined that the Series F Preferred Stock should be classified as mezzanine equity because it is currently redeemable at the Series F Preferred Stockholder’s option. Additionally, the Company determined that certain features of the Series F Preferred Stock require bifurcation and separate accounting as embedded derivatives. Therefore, in accordance with ASC 815, the Company has recorded the embedded derivatives associated with the Series F Preferred Stock at fair value and will remeasure the fair value each reporting period with changes in fair value recognized in earnings.

The Company engaged a third-party valuation expert to assist in preparing the fair value of the Series F Preferred Stock embedded derivatives as of September 30, 2025. These estimates were derived using a Monte Carlo simulation model using the significant inputs listed below, which are based on unobservable market data and are therefore considered Level 3 inputs within the fair value hierarchy.

Series F Preferred Stock Embedded Derivatives – Monte Carlo Simulation Model	Key Inputs
Time to termination (years)		3.42
Stock price – as of September 30, 2025	$	1.985
Conversion rate		202.02
Stated dividend rate		12.0	%
Transaction discount		34.7	%
Risk-free rate		3.57	%
Preferred equity volatility rate		51.0	%

As of September 30, 2025, the fair value of the Series F Preferred Stock embedded derivatives was $11.6 million compared to $14.2 million as of June 30, 2025 and $25.3 million at the time of issuance, respectively, which is presented on the Company’s condensed consolidated balance sheet as a liability with a corresponding amount recognized as Series F Preferred Stock in mezzanine equity. The Company recognized the changes in fair value as components of the loss on adjustment to fair value – embedded derivatives, debt, and warrants on its condensed consolidated statements of operations for the three and nine months ended September 30, 2025. Refer to Note 13 – Mezzanine Equity for a further discussion of the Series F Preferred Stock.

Series F Preferred Stock Warrants. As discussed above, upon the one-year anniversary of the issue date of the Series F Preferred Stock, subject to the satisfaction of certain conditions, the Series F Preferred Stockholder will receive warrants to purchase shares of Common Stock. The Company has determined that the Series F Preferred Stock Warrants are not considered indexed to the Company’s own stock because the potential number of common shares to be issued upon the exercise of such warrants will vary based on the amount of Series F Preferred Stock outstanding on March 26, 2026. As such, the Company has determined that the Series F Preferred Stock Warrants should be accounted for as liabilities pursuant to ASC 480. In accordance with ASC 815, the Company recorded the Series F Preferred Stock Warrants at fair value and will remeasure the fair value each reporting period with changes in fair value recognized in earnings.

The Company engaged a third-party valuation expert to assist in preparing the fair value of the Series F Preferred Stock Warrants as of September 30, 2025. These estimates were derived using a Monte Carlo simulation model using the significant inputs listed below, which are based on unobservable market data and are therefore considered Level 3 inputs within the fair value hierarchy.

Series F Preferred Stock Warrants – Monte Carlo Simulation Model	Key Inputs
Time to termination (years)		5.48
Stock price – as of September 30, 2025	$	1.985
Exercise price	$	6.59
Future value of one Series F Preferred Stock Warrant share	$	0.54
Risk-free rate		3.72	%
Equity volatility rate		90.0	%

As of September 30, 2025, the fair value of the Series F Preferred Stock Warrants was $62.8 million compared to $43.7 million as of June 30, 2025 and $22.1 million at the time of issuance, respectively, which is presented on the Company’s condensed consolidated balance sheet as a liability with a corresponding amount recognized as Series F Preferred Stock in mezzanine equity. The Company recognized the changes in fair value of $19.1 million and $40.7 million as components of loss on adjustment to fair value – embedded derivatives, debt, and warrants on its condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively. Refer to Note 15 – Common Stock Options and Warrants for a further discussion of the Series F Preferred Stock Warrants.

Assets and Liabilities Measured at Fair Value on a Non–Recurring Basis

Acquisition assets and liabilities. The fair values of assets acquired and liabilities assumed in an acquisition are measured on a non–recurring basis on the acquisition or merger date. If the assets acquired and liabilities assumed are current and short–term in nature, the Company uses their approximate carrying values as their fair values, which is considered a Level 1 input in the fair value hierarchy. If the assets acquired are not short–term in nature, then the fair value is determined using the estimated replacement values of the same or similar assets and, as such, are considered Level 3 inputs in the fair value hierarchy. Refer to Note 3 – Acquisitions for a further discussion of the Company’s acquisitions.