SCHEDULE: Bayswater Updates Prairie Operating Stake to 6.9%

Bayswater Exploration & Production and Bayswater Management Company have updated their beneficial ownership in Prairie Operating Co. to 6.9% of common stock.

Summary

• Bayswater Exploration & Production, LLC and Bayswater Management Company LP updated their beneficial ownership in Prairie Operating Co.
• As of June 30, 2025, they collectively beneficially own 2,958,965 shares of Common Stock.
• This represents 6.9% of Prairie Operating Co.'s outstanding common stock.
• The percentage is calculated based on 42,942,127 outstanding shares as of April 11, 2024, as reported in the Issuer's prospectus supplement filed on June 20, 2025.
• The shares were issued to Bayswater E&P on March 26, 2025, as the Sellers' Representative under a Purchase and Sale Agreement dated February 6, 2025.
• The filing explicitly states that it does not constitute an admission of beneficial ownership by either Bayswater E&P or Bayswater Management.

Sentiment

Score: 5

Explanation: Neutral. This is a routine disclosure of a significant, passive ownership stake resulting from a prior asset acquisition. It provides transparency but does not inherently indicate positive or negative developments for the issuer.

Risks

• The reporting persons certify that the securities were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Future Outlook

No forward-looking statements or guidance are provided in this beneficial ownership filing.

Industry Context

This filing reflects a significant ownership stake by an energy-focused entity (Bayswater) in an operating company (Prairie Operating Co.), likely stemming from an asset acquisition. This is a common occurrence in the oil and gas sector where asset sales often involve equity consideration as part of the transaction.

Related Party Transactions

• The shares were issued to Bayswater E&P as Sellers' Representative under a Purchase and Sale Agreement (PSA) involving multiple Bayswater-related entities (Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP). This indicates a transaction between the Issuer and entities managed or controlled by the reporting persons.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant, passive shareholder. The certification that the shares are not held for control purposes may reassure existing shareholders regarding potential activist intervention.

Key Dates

Recommendation

This filing is a routine update to beneficial ownership following a previously disclosed asset acquisition. It confirms a significant, passive stake by Bayswater entities in Prairie Operating Co. As a Schedule 13G/A, it does not contain new operational or financial performance data, nor does it signal any intent to influence control. Therefore, it provides no new information that would warrant a change in investment thesis; a 'hold' recommendation is appropriate as the filing itself does not present a catalyst for significant price movement or a re-evaluation of the company's fundamentals.

Keywords

Prairie Operating Co., Bayswater Exploration & Production, Bayswater Management Company, Schedule 13G/A, Beneficial Ownership, Common Stock, SEC Filing, Oil and Gas, Energy Sector