8-K: Prairie Operating Co. Appoints Deloitte as New Auditor

Prairie Operating Co. has engaged Deloitte & Touche LLP as its new independent registered public accounting firm, replacing Ham, Langston & Brezina, L.L.P., effective September 18, 2025.

Summary

• Prairie Operating Co. (the "Company") has appointed Deloitte & Touche LLP ("Deloitte") as its independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The engagement of Deloitte was approved by the Audit Committee of the Board of Directors on September 18, 2025, following a competitive request for proposals process.
• Ham, Langston & Brezina, L.L.P. ("HL&B") was dismissed as the Company's independent registered public accounting firm, effective September 18, 2025.
• HL&B's reports on the Company's financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain adverse opinions, disclaimers of opinion, or qualifications regarding uncertainty, audit scope, or accounting principles.
• There were no disagreements with HL&B on matters of accounting principles, financial statement disclosure, or auditing scope and procedures during the fiscal years ended December 31, 2024 and 2023, and through June 30, 2025.
• No reportable events occurred with HL&B during the fiscal years ended December 31, 2024 and 2023, and through June 30, 2025.
• Neither the Company nor anyone acting on its behalf consulted Deloitte regarding accounting principles or audit opinions prior to the engagement, and no advice was provided that was an important factor in any accounting, auditing, or financial reporting decision.

Sentiment

Score: 7

Explanation: The sentiment is slightly positive. The change was initiated by a competitive process, and there were no reported disagreements or issues with the previous auditor, indicating a healthy and proactive approach to corporate governance rather than a reactive one due to problems.

Positives

• The change in auditors resulted from a competitive request for proposals process, indicating a proactive approach to corporate governance and seeking optimal audit services.
• There were no disagreements or reportable events with the previous auditor, Ham, Langston & Brezina, L.L.P., suggesting a clean financial reporting history and a smooth transition.
• The previous auditor's reports for 2023 and 2024 were unqualified, indicating sound financial statements during their tenure.

Future Outlook

Deloitte & Touche LLP will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025, ensuring continued oversight of the Company's financial statements.

Management Comments

• Gregory S. Patton, Executive Vice President & Chief Financial Officer, signed the report on behalf of Prairie Operating Co.
• Ham, Langston & Brezina, L.L.P. stated in their letter dated September 22, 2025, that they agree with the Company's statements included under Item 4.01 of its Form 8-K.

Industry Context

Changes in independent registered public accounting firms are a common occurrence in the corporate landscape, often driven by competitive bidding processes, evolving audit needs, or periodic reviews of corporate governance best practices. The transition to a 'Big Four' firm like Deloitte & Touche LLP is a frequent move for publicly traded companies seeking enhanced audit capabilities or broader industry expertise.

Comparison to Industry Standards

• The absence of disagreements or reportable events with the outgoing auditor, Ham, Langston & Brezina, L.L.P., aligns with best practices for a clean auditor transition, indicating strong internal controls and transparent financial reporting.
• Engaging a 'Big Four' firm like Deloitte & Touche LLP is a common practice among publicly traded companies, often seen as a move to enhance audit quality and meet the rigorous standards expected by investors and regulators, comparable to peers in the energy sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from enhanced corporate governance and potentially a more robust audit process by a 'Big Four' firm, which can instill greater confidence in financial reporting.
• Investors: Receive assurance that the auditor change was a routine, proactive decision without underlying financial reporting issues, as evidenced by the lack of disagreements or reportable events.

Next Steps

• Deloitte & Touche LLP will commence auditing the Company's financial statements for the fiscal year ending December 31, 2025.

Key Dates

Recommendation

The change in the independent registered public accounting firm is a routine corporate governance matter, not indicative of any fundamental shift in the company's operational or financial performance. The absence of disagreements or reportable events with the previous auditor suggests a clean transition. This event does not provide new information that would significantly alter an investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Auditor Change, Independent Accountant, Deloitte & Touche LLP, Ham, Langston & Brezina L.L.P., SEC Filing, Corporate Governance, Financial Reporting, Audit Committee