Earnings Per Share

9 Months Ended

Sep. 30, 2025

Note 17 – Earnings Per Share

The Company’s Series D Preferred Stock, unvested RSUs, and unvested PSUs are considered participating securities, as such, basic and diluted earnings (loss) per share is calculated using the two–class method, which proportionally allocates net income (loss) attributable to Prairie Operating Co. common stockholders between the Common Stock and the participating securities on an “as–converted” basis. However, the Series D Preferred Stock, RSU, and PSU holders do not have a contractual obligation to share in the Company’s losses, therefore, in periods of a net loss, no portion of such losses are allocated to the participating securities.

The following table presents the calculations of basic and diluted loss per share for the periods presented:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(In thousands, except share amounts)
Basic and diluted:
Net loss attributable to Prairie Operating Co. common stockholders	$	(22,508	)	$	(11,424	)	$	(67,478	)	$	(28,975	)
Net loss allocated to participating securities		—			—			—			—
Net loss attributable to Prairie Operating Co. common stockholders – basic and diluted	$	(22,508	)	$	(11,424	)	$	(67,478	)	$	(28,975	)

Weighted average shares outstanding – basic and diluted		50,624,457			16,770,372			40,582,092			12,938,342

Basic and diluted loss per share	$	(0.44	)	$	(0.68	)	$	(1.66	)	$	(2.24	)

The following table presents the potentially dilutive securities which were not included in the computation of diluted loss per share for the periods presented because their inclusion would be anti–dilutive:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Anti-dilutive securities:
Merger Options ⁽¹⁾		4,966,666		—		4,966,666		—
Restricted stock and performance stock units ⁽²⁾		11,046,012		1,050,909		11,046,012		1,050,909
Common stock warrants ⁽³⁾		191,867,174		9,064,951		191,867,174		9,064,951
Series D Preferred Stock		1,196,336		2,891,336		1,196,336		2,891,336
Series F Preferred Stock ⁽⁴⁾		136,211,180		—		136,211,180		—
Senior Convertible Note ⁽⁵⁾		—		2,021,823		—		2,021,823

⁽¹⁾	The Merger Options became exercisable upon the closing of the Bayswater Acquisition on March 26, 2025. Refer to Note 15 – Common Stock Options and Warrants for a discussion of the Merger Options.

⁽²⁾	As of September 30, 2025 and 2024, all of the restricted stock and performance stock units presented were unvested. Refer to Note 16 – Long–Term Incentive Compensation for a discussion of the restricted stock units and performance stock units.

⁽³⁾	Includes the maximum amount of Series F Preferred Stock Warrants as of September 30, 2025, none of which have been issued. Refer to Note 15 – Common Stock Options and Warrants for a discussion of the Series F Preferred Stock Warrants.

⁽⁴⁾	Assumes the maximum number of converted shares using the Alternative Conversion at the NASDAQ minimum floor price, as defined in the Series F Certificate of Designation, as of September 30, 2025. Refer to Note 13 – Mezzanine Equity for a discussion of the Series F Preferred Stock.

⁽⁵⁾	Reflects the conversion option of the $15.0 million Senior Convertible Note at 105% principal amount, pursuant to the SEPA. Refer to Note 10 – Debt for a discussion of the Senior Convertible Note and Note 12 – Common Stock for a discussion of the SEPA.