Market Newsdesk

NEW YORK, Nov. 14, 2025 (GLOBE NEWSWIRE) — Levi & Korsinsky, LLP notifies investors in Stride, Inc. (“Stride” or the “Company”) (NYSE: LRN) of a class action securities lawsuit.

CLASS DEFINITION: The lawsuit seeks to recover losses on behalf of Stride investors who were adversely affected by alleged securities fraud between October 22, 2024 and October 28, 2025. Follow the link below to get more information and be contacted by a member of our team:

https://zlk.com/pslra-1/stride-inc-lawsuit-submission-form-3?prid=177507&wire=3

LRN investors may also contact Joseph E. Levi, Esq. via email at [email protected] or by telephone at (212) 363-7500.

CASE DETAILS: According to the filed complaint, defendants made false statements and/or concealed that Stride was (1) inflating enrollment numbers by retaining “ghost students”; (2) cutting staffing costs by assigning teachers’ caseloads far beyond the required statutory limits; (3) ignoring compliance requirements, including background checks and licensure laws for its employees, and ignoring federally mandated special education services to students; (4) suppressing whistleblowers who documented financial directives from Stride’s leadership to delay hiring and deny services to preserve profit margins; and (5) losing existing and potential enrollments.

WHAT’S NEXT? If you suffered a loss in Stride during the relevant time frame, you have until January 12, 2026 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn’t require that you serve as a lead plaintiff.

NO COST TO YOU: If you are a class member, you may be entitled to compensation without payment of any out-of-pocket costs or fees. There is no cost or obligation to participate.

WHY LEVI & KORSINSKY: Over the past 20 years, the team at Levi & Korsinsky has secured hundreds of millions of dollars for aggrieved shareholders and built a track record of winning high-stakes cases. Our firm has extensive expertise representing investors in complex securities litigation and a team of over 70 employees to serve our clients. For seven years in a row, Levi & Korsinsky has ranked in ISS Securities Class Action Services’ Top 50 Report as one of the top securities litigation firms in the United States.

CONTACT:

Levi & Korsinsky, LLP
Joseph E. Levi, Esq.
Ed Korsinsky, Esq.
33 Whitehall Street, 27th Floor
New York, NY 10004
[email protected]
Tel: (212) 363-7500
Fax: (212) 363-7171
www.zlk.com

SINGAPORE, Nov. 14, 2025 (GLOBE NEWSWIRE) —
Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered, Bitcoin-first education group, today announced it has filed a Class Action Complaint in the United States District Court for the Southern District of New York alleging that Citadel Securities LLC, and Virtu Americas LLC (the “Defendants”) engaged in a long-running market manipulation scheme that includes spoofing and naked short selling of the Company’s shares and related acts in violation of Section 10(b), Sections 9(a)(2) and 9(e) and Section 20(a) of the Securities Exchange Act of 1934.

The Company believes the lawsuit sets a number of precedents with regards to the protection of shareholder interests and the Company. As such, the Company is taking action to recover damages caused due to alleged market manipulation:

• 
  This lawsuit is a
  
  
  Class Action Complaint
  
  
  filed on behalf of the Company and ALL of its investors who sold Genius Group stock at artificially deflated prices as a result of Defendants’ alleged abuses.
  
• 
  Pursuing a class action will help the Company facilitate a recovery not just for Genius Group’s losses, but for all its harmed shareholders as well.
  
• 
  The Company will ask the Court to appoint it “lead plaintiff” in the class action, so that the Company can effectively manage the litigation and diligently work to protect its shareholders’ interests.
  

The class action complaint filed today that Defendants engaged in longstanding and widespread manipulative trading scheme centered on repeatedly “spoofing” Genius Group stock. “Spoofing” is a manipulative and illegal trading practice that involves submitting and then cancelling buy or sell orders without any genuine intent to execute them. The purpose of these “baiting orders” is to mislead other market participants about the level of supply and/or demand for a security, or about the degree of price volatility associated with a security, and thereby influence market prices for that security.

The complaint alleges that for a period of at least three years – between April 12, 2022 and May 30, 2025 (the “Class Period”) – Defendants repeatedly entered thousands of spoofing trades designed to create the false impression that there was both excess supply and excess volatility in Genius stock. The Company has confirmed that the lawsuit seeks at least the previously reported no less than $250 million in damages.

These manipulative orders were calculated to (and successfully did) deceive or induce other investors to sell their holdings at artificially deflated prices. In particular, the complaint alleges:

• On 98%of all trading days during the Class Period, Defendants repeatedly entered spoofing trades designed to manipulate the price of Genius stock. Defendants entered dozens – sometimes thousands – of such trades on a given trading day, canceling them within milliseconds of placement.
• Defendants repeatedly built massive short positions through off-exchange trading over a few trading days, and then bombarded the market with spoofing trades (baiting orders canceled within100 milliseconds of placement) causing significant declines in the price of Genius Group stock.
• 
  Less than a minute
  after these baiting orders were placed, Defendants sold significant volumes of Genius stock short through off-exchange trading.
• Defendants also engaged in significant naked short-selling, i.e., improper short sales that are unsupported by existing market inventory. Indeed, major declines in Genius Group stock were also accompanied by large spikes in evidence of such activity.

In filing this class action, Genius Group is demonstrating its commitment to its shareholders and the Company intends to work diligently to protect their interests.

Roger James Hamilton, CEO of Genius Group, said “We have been consistent in calling for fair markets and taking actions to protect our shareholders. The filing of this lawsuit is an important milestone for the company in what has been a long, multi-year fight to protect the company and its shareholders and expose unfair and illegal practices that our investors have dealt with.”

“Even today, multiple brokers have taken away the buy button on Genius shares while leaving the sell button, making it hard to buy but easy to sell our stock without providing adequate explanation as to why they are choosing to target our company. We give notice to any and all bad actors seeking to profit at the expense of our shareholders that we will continue to take forceful, proactive action to defend our company.”

The Company and its legal team will continue to provide updates to its shareholders on this case as appropriate. The Company also reminds shareholders of the record date of November 28, 2025 to transfer shares via the Direct Registration System (DRS) to book entry with the Company’s transfer agent, VStock in order to benefit from the Bitcoin Loyalty Payment program, designed to reduce the number of Company shares available to short sellers. Full details of the program can be found here.

About Genius Group

Genius Group (NYSE: GNS) is a Bitcoin-first business delivering AI powered, education and acceleration solutions for the future of work. Genius Group serves 6 million users in over 100 countries through its Genius City model and online digital marketplace of AI training, AI tools and AI talent. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise and government level. To learn more, please visit https://www.geniusgroup.ai/

Forward-Looking Statements 

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will”, “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise. No information in this press release should be construed as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.

Contacts

For enquiries, contact [email protected]

NEW YORK, Nov. 14, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Cidara Therapeutics, Inc. (NASDAQ: CDTX) related to its sale to Merck Sharp & Dohme LLC. Under the terms of the proposed transaction, Cidara shareholders will receive $221.50 per share in cash. Is it a fair deal?

Click here for more info 

https://monteverdelaw.com/case/cidara-therapeutics-inc/

.
It is free and there is no cost or obligation to you.

NOT ALL LAW FIRMS ARE EQUAL. Before you hire a law firm, you should talk to a lawyer and ask:

1. Do you file class actions and go to Court?
2. When was the last time you recovered money for shareholders?
3. What cases did you recover money in and how much?

About Monteverde & Associates PC

Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court. 

No one is above the law. If you own common stock in the above listed company and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at [email protected] or by telephone at (212) 971-1341.

Contact:
Juan Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4740
New York, NY 10118
United States of America
[email protected]
Tel: (212) 971-1341

Attorney Advertising. (C) 2025 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com). Prior results do not guarantee a similar outcome with respect to any future matter.

Houston, TX, Nov. 14, 2025 (GLOBE NEWSWIRE) — Dynamix Corporation III (the “Company”) today announced that commencing November 19, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC under the ticker symbol “DNMX” and “DNMXW,” respectively. Those units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “DNMXU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of units was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from: Cohen & Company Capital Markets, 3 Columbus Circle, 24^th Floor, New York, NY 10019, Attention: Prospectus Department, Email: [email protected].

About Dynamix Corporation III

Dynamix Corporation III is a special purpose acquisition company incorporated under the laws of the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination in any business or industry, but expects to target opportunities and companies that are in the energy, power and digital infrastructure value chain. The Company is led by the following seasoned investors and industry executives: Andrea “Andrejka” Bernatova, Chief Executive Officer and Chairman, Nader Daylami, Chief Financial Officer, Philip Rajan, Executive Vice President of M&A and Strategy. The Company maintains a corporate website at https://dynamix3.dynamix-corp.com/. Inclusion of the Company’s website address in this press release is an inactive textual reference only.

Contacts

Dynamix Corporation III
Andrea Bernatova
1980 Post Oak Blvd., Suite 100,
PMB 6373,
Houston, TX 77056

Tel: (646) 792 5600

NEW YORK, Nov. 14, 2025 (GLOBE NEWSWIRE) — Viking Acquisition Corp. I (NYSE: VACI.U) (“Company”) announced today that holders of the Company’s public units may elect to separately trade the Class A ordinary shares and warrants underlying such public units commencing on November 20, 2025. Each unit consists of one Class A ordinary share and one third of one redeemable warrant of the Company. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 

Those public units not separated will continue to trade under the symbol “VACI.U.” The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the ticker symbols “VACI” and “VACI WS,” respectively. Holders of public units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the public units into Class A ordinary shares and warrants.

A final prospectus relating to and describing the final terms of the offering has been filed with the SEC. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: [email protected]. Copies of the final prospectus can also be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Viking Acquisition Corp. I

Viking Acquisition Corp. I is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the separation of the public units into Class A ordinary shares and warrants. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Contact

Gil Ottensoser
Chief Financial Officer
[email protected]
(917) 423-7931

TORONTO, ONTARIO, Nov. 14, 2025 (GLOBE NEWSWIRE) — COSCIENS Biopharma Inc. (TSX: CSCI) (FINRA: CSCIF) (“COSCIENS” or the “Company”), a life science company focused on natural ingredients and pharmaceutical solutions, announced today that Peter H. Puccetti, CFA, Chairman of the Company’s board of directors (the “Board”), has been appointed Interim Chief Executive Officer, effective immediately. Peter succeeds Anna Biehn, who has stepped down as Chief Executive Officer.

“As the Company continues its efforts to reduce costs and streamline its organizational structure while aligning resources with key strategic priorities, the Board has determined that now is the right time to transition leadership” said Robert Seager, Chair of the Human Resources, Nominating and Governance Committee. “Peter is already deeply involved in driving the strategic reorientation of the Company and has a proven track record of creating value with similarly situated businesses. We are confident that the Company will be well-served by Peter’s leadership at this critical juncture.”

Mr. Puccetti said, “In my expanded role as Chairman and Interim CEO, I plan on continuing to strengthen operational performance, while working to create the conditions necessary for driving shareholder value.” Mr. Puccetti continued, “On behalf of everyone at COSCIENS, I want to thank Anna for her professionalism, leadership and contributions. We wish her all the best in her future endeavors.”

About COSCIENS Biopharma Inc.

COSCIENS is a life science company with a diverse portfolio focused on the development of natural, plant-based active ingredients and engaged in the commercialization of pharmaceutical and diagnostic products. COSCIENS’ natural active ingredient business leverages the Company’s proprietary manufacturing and extraction technologies to develop Avenanthramides and Beta Glucan active ingredients currently used in leading skincare brands worldwide. COSCIENS’ lead pharmaceutical product Macimorelin (Macrilen; Ghryvelin), is the first and only U.S. Food and Drug Administration (“FDA”) and European Medicines Agency (“EMA”) approved oral test indicated for the diagnosis of adult growth hormone deficiency (AGHD).

The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “CSCI”. The Company’s common shares were assigned the trading symbol “CSCIF” by FINRA’s Department of Market Operations for quoting and trading in the market for unlisted securities (i.e., the “over-the-counter market” or “OTC” market) in the United States as of September 4, 2025. For more information, please visit COSCIENS’ website at www.cosciensbio.com.

Forward-Looking Statements

Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this MD&A, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Forward-looking statements in this news release include, but are not limited to, statements relating to the expectations of the interim Chief Executive Officer.

These statements are based on current expectations and assumptions, including factors or assumptions factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. The Company cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from those expressed or implied by such forward-looking statements, including but not limited to the factors described in “Risks Relating to Us and Our Business” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. We disclaim any obligation to update any such risks or uncertainties or to publicly announce any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or applicable law.

Issuer Contact:

Peter H. Puccetti
Interim CEO and Chairman of the Board
[email protected]

Giuliano La Fratta
Chief Financial Officer
[email protected]

Investor Contact:

[email protected]

DALLAS, Nov. 14, 2025 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (“Ben” or the “Company”), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets, today reported its financial results for the fiscal 2026 second quarter, which ended September 30, 2025.

Commenting on the fiscal 2026 second quarter results, interim Chief Executive Officer James Silk said: “The second quarter results demonstrate our disciplined approach to managing both our investment portfolio and operating expenses during a pivotal period for Beneficient. We reduced expenses, completed new primary capital transactions, generated additional liquidity through asset sales and brought the Company current on its SEC filings and certain Nasdaq listing requirements. These achievements reflect our disciplined execution and ongoing commitment to delivering value for our shareholders as we position the Company for long-term success.

“Our commitment to long-term shareholder value is further demonstrated by the decision to convert BCH Preferred Series A-1 held personally by myself and our board chairman into the Company’s Class A common stock, aligning leadership interests with those of our shareholders. Most importantly, Beneficient has regained compliance with Nasdaq’s periodic reporting requirement and market value of listed securities requirement, signaling renewed stability and a positive path forward.”

Second
Quarter Fiscal
2026
and Recent Highlights (for the quarter ended
September 30, 2025
or as noted):

• Reported investments with a fair value of $244.0 million, decreased from $291.4 million at the end of our prior fiscal year, which served as collateral for Ben Liquidity’s net loan portfolio of $223.1 million and $244.1 million, respectively.
• Operating expenses were $15.1 million in the second quarter of fiscal 2026, which included interest associated with a recognized loss contingency accrual of $1.7 million, as compared to $22.3 million in the second quarter of fiscal 2025, which included a non-cash goodwill impairment of $0.3 million. On a year-to-date basis, operating expenses for fiscal 2026 were $95.1 million, which included the accrual of a loss contingency accrual of $62.8 million and additional interest expense on the loss contingency accrual of $1.7 million, as compared to $(12.0) million, which included the release of a loss contingency accrual of $55.0 million and a non-cash goodwill impairment of $3.7 million.
• Excluding the non-cash goodwill impairment and the loss contingency accrual (release) along with associated interest expense on the loss contingency in each period, as applicable, operating expenses declined 38.8% to $13.4 million in the second quarter of fiscal 2026 as compared to $22.0 million in the same period of fiscal 2025. On a year-to-date basis, excluding the non-cash goodwill impairment, the loss contingency accrual (release), and associated interest expense on the loss contingency accrual in each period, as applicable, operating expenses were $30.6 million for the first half of fiscal 2026 as compared to $39.3 million for the first half of fiscal 2025.
• Further completed asset sales or equity redemptions of certain investments held by the Customer ExAlt Trusts, which has resulted in an aggregate of $46.4 million in gross proceeds on a year-to-date basis, which have been used to pay down certain debt and provide working capital.
• On October 15, 2025, as part of the Company’s plans to regain compliance with Nasdaq’s continued listing requirements, Beneficient Board Chairman Thomas Hicks and interim CEO James Silk elected to convert an aggregate of $52.6 million of personally held BCH Preferred Series A-1 holdings into shares of the Company’s Class A common stock. Additional details of the transaction are noted in the Company’s Quarterly Report on Form 10-Q for September 30, 2025.
• Announced that on October 29, 2025, we were notified by Nasdaq that the Company had (i) regained compliance with the Nasdaq periodic filing requirement and (ii) met the Nasdaq minimum $35 million market value of listed securities requirement as an alternative to Nasdaq’s minimum stockholders’ equity requirements.

Loan Portfolio

As a result of executing on our business plan of providing financing for liquidity, or early investment exits, for alternative asset marketplace participants, Ben organically develops a balance sheet comprised largely of loans collateralized by a well- diversified alternative asset portfolio that is expected to grow as Ben successfully executes on its core business.

Ben’s balance sheet strategy for ExAlt Loan origination is built on the theory of the portfolio endowment model for the fiduciary financings we make by utilizing our patent-pending computer implemented technologies branded as OptimumAlt. Our OptimumAlt endowment model balance sheet approach guides diversification of our fiduciary financings across seven asset classes of alternative assets, over 11 industry sectors in which alternative asset managers invest, and at least six countrywide exposures and multiple vintages of dates of investment into the private funds and companies.

As of September 30, 2025, Ben’s loan portfolio was supported by a highly diversified alternative asset collateral portfolio providing diversification across approximately 190 private market funds and approximately 520 investments across various asset classes, industry sectors and geographies. This portfolio includes exposure to some of the most exciting, sought after private company names worldwide, such as a global manufacturer operating businesses in indoor air quality, safety, medical, energy and industrial markets, with over one hundred locations around the world; a designer and manufacturer of shaving products; a mobile banking services provider; a privately owned express intercity passenger rail system operator and owner of associated real estate; and a developer of an integrated e-commerce and fulfillment platform to sell wine direct-to-consumer, among others.

Figure 1: Portfolio Diversification

Diversification Using Principal Loan Balance, Net of Allowance for Credit Losses

As of September 30, 2025, the charts below present the ExAlt Loan portfolio’s relative exposure by certain characteristics (percentages determined by aggregate fiduciary ExAlt Loan portfolio principal balance net of allowance for credit losses, which includes the exposure to interests in certain of our former affiliates composing part of the Fiduciary Loan Portfolio).

As of September 30, 2025. The chart represents the characteristics of professionally managed funds and investments in the Collateral portfolio, which is comprised of a diverse portfolio of direct and indirect interests (through various investment vehicles, including, limited partnership interests and private and public equity and debt securities, which include our and our affiliates’ or our former affiliates’ securities), primarily in third-party, professionally managed private funds and investments. Loan balances used to calculate the percentages reported in the pie charts are loan balances, net of any allowance for credit losses, and as of September 30, 2025, the total allowance for credit losses was $358 million, for a total gross loan balance of $581 million and a loan balance net of allowance for credit losses of $223 million.

Business Segments: Second Quarter Fiscal 2026

Ben Liquidity

Ben Liquidity offers simple, rapid and cost-effective liquidity products through the use of our proprietary financing and trust structure, or the “Customer ExAlt Trusts,” which facilitate the exchange of a customer’s alternative assets for consideration.

• Ben Liquidity recognized $8.5 million of interest income for the fiscal second quarter, a decrease of 3.8% from the quarter ended June 30, 2025, primarily due to a higher percentage loans being placed on nonaccrual status, partially offset by the effects of compounding interest on the remaining loans.
• Operating loss for the fiscal second quarter was $0.8 million, an improvement from an operating loss of $6.0 million for the quarter ended June 30, 2025. The increase in operating performance was due to lower intersegment credit losses in the current fiscal period as compared to the quarter ended June 30, 2025 due in part because of the disposition of certain investments during the period, which generated loan payments at Ben Liquidity sooner than had been estimated in the prior period calculation of the intersegment credit losses.

Ben Custody

Ben Custody provides full-service trust and custody administration services to the trustees of certain of the Customer ExAlt Trusts, which own the exchanged alternative assets following liquidity transactions in exchange for fees payable quarterly calculated as a percentage of assets in custody.

• NAV of alternative assets and other securities held in custody by Ben Custody during the fiscal second quarter was $271.4 million as of September 30, 2025, compared to $338.2 million as of March 31, 2025. The decrease was driven by dispositions of certain alternative assets, distributions and unrealized losses on existing assets, principally related to adjustments to the relative share held in custody of the respective fund’s NAV based on updated financial information received from the funds’ investment manager or sponsor during the period or the fair value for investments deemed probable to be sold at an amount that differs from NAV, offset by $11.8 million of new originations.
• Revenues applicable to Ben Custody were $3.1 million for the fiscal second quarter, compared to $4.2 million for the quarter ended June 30, 2025. The decrease was a result of lower NAV of alternative assets and other securities held in custody at the beginning of the period when such fees are calculated along with certain upfront intersegment fees that are amortized into revenues over time being fully recognized in a prior period.
• Operating income for the fiscal second quarter decreased to $2.3 million from $3.1 million for the quarter ended June 30, 2025. The decrease was primarily due to the decline in revenues applicable to this operating segment as described above and employee and professional services expense, offset by slightly lower segment operating expenses.

Business Segments: Through Six Months Ended Fiscal 2026

Ben Liquidity

• Ben Liquidity recognized $17.3 million of interest income for the six months ended September 30, 2025, down 24.1% compared to the prior year period, primarily due to lower loans, net of the allowance for credit losses, resulting from higher levels of non-accrual loans and loan prepayments, partially offset by new loans originated.
• Operating loss was $6.8 million for the six months ended September 30, 2025, declining from operating income of $2.4 million in the prior year period. The decrease is partially a result of the lower revenues period over period plus an increase in intersegment credit losses in the current fiscal year as compared to the same period in the prior year.

Ben Custody

• Ben Custody revenues were $7.3 million for the six months ended September 30, 2025, down 32.5%, compared to the prior year period, primarily due to lower NAV of alternative assets and other securities held in custody along with certain upfront intersegment fees that are amortized into revenues over time being fully recognized in a prior period.
• Operating income was $5.4 million for the six months ended September 30, 2025 compared to operating income of $5.6 million in the prior year period. While revenues declined in the current year period as compared to the same period in the prior year, operating expenses declined by a similar amount primarily due to non-cash goodwill impairment in the prior year period of $3.4 million. No such impairment was recorded in the current year period.
• Adjusted operating income⁽¹⁾ for the six months ended September 30, 2025 was $5.4 million, compared to adjusted operating income⁽¹⁾ of $9.0 million in the prior year period with the decrease in adjusted operating income⁽¹⁾ primarily due to lower revenue related to lower NAV of alternative assets and other securities held in custody partially offset by slightly higher operating expenses during the current fiscal year period.

Capital and Liquidity

• As of September 30, 2025, the Company had cash and cash equivalents of $4.9 million and total debt of $104.0 million.
• Distributions received from alternative assets and other securities held in custody totaled $7.8 million for the six months ended September 30, 2025, compared to $12.5 million for the same period of fiscal 2025. Additionally, during six months ended September 30, 2025, we received proceeds of $37.2 million from the disposition of certain investments in alternative assets.
• Total investments (at fair value) of $244.0 million at September 30, 2025 supported Ben Liquidity’s loan portfolio.

⁽¹⁾ Represents a non-GAAP financial measure. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.

Consolidated Fiscal Second Quarter Results

Table 1 below presents a summary of selected unaudited consolidated operating financial information.

Consolidated Fiscal Second Quarter Results ($ in thousands, except share and per share amounts)	Fiscal 2 Q 26 September 30, 2025			Fiscal 1 Q 26 June 30, 2025			Fiscal 2 Q 25 September 30, 2024			Change % vs. Prior Quarter			YTD Fiscal 2026			YTD Fiscal 2025			Change % vs. Prior YTD
GAAP Revenues	$	(2,763	)	$	(12,623	)	$	8,561		78.1	%		$	(15,386	)	$	18,607		NM
Adjusted Revenues(1)		(2,759	)		(12,622	)		8,734		78.1	%			(15,381	)		19,145		NM
GAAP Operating Income (Loss)		(17,864	)		(92,648	)		(13,715	)	80.7	%			(110,512	)		30,623		NM
Adjusted Operating Income (Loss)(1)		(12,588	)		(25,438	)		(6,611	)	50.5	%			(37,768	)		(11,337	)	NM
Basic Class A EPS	$	(0.37	)	$	(7.19	)	$	2.98		NM			$	(7.33	)	$	14.58		NM
Diluted Class A EPS	$	(0.37	)	$	(7.19	)	$	0.03		NM			$	(7.33	)	$	0.18		NM
Segment Revenues attributable to Ben’s Equity Holders(2)		11,420			13,058			16,626		(12.5)%				24,478			32,861		(25.5)%
Adjusted Segment Revenues attributable to Ben’s Equity Holders(1)(2)		11,420			13,058			16,626		(12.5)%				24,478			32,868		(25.5)%
Segment Operating Income (Loss) attributable to Ben’s Equity Holders		(8,084	)		(76,436	)		(9,192	)	89.4	%			(84,520	)		35,672		NM
Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders(1)(2)	$	(2,812	)	$	(9,227	)	$	(2,261	)	69.5	%		$	(11,781	)	$	(6,814	)	(72.9)%

NM – Not meaningful.

⁽¹⁾ Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.

⁽²⁾ Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH, which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the six months ended September 30, 2025, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.

Table 2 below presents a summary of selected unaudited consolidated balance sheet information.

Consolidated Fiscal Second Quarter Results ($ in thousands)	Fiscal 2 Q 26 As of September 30, 2025			Fiscal 4Q25 As of March 31, 2025			Change %
Investments, at Fair Value	$	243,978		$	291,371		(16.3)%
All Other Assets		59,241			50,490		17.3%
Goodwill and Intangible Assets, Net		13,014			13,014		—%
Total Assets	$	316,233		$	354,875		(10.9) %

Business Segment Information Attributable to Ben’s Equity Holders

⁽¹⁾

Table 3 below presents unaudited segment revenues and segment operating income (loss) for business segments attributable to Ben’s equity holders.

Segment Revenues Attributable to Ben’s Equity Holders (1) ($ in thousands)	Fiscal 2 Q 26 September 30, 2025			Fiscal 1 Q 26 June 30, 2025		Fiscal 2 Q 25 September 30, 2024			Change % vs. Prior Quarter		YTD Fiscal 2026			YTD Fiscal 2025			Change % vs. Prior YTD
Ben Liquidity	$	8,497		$	8,837	$	11,978		(3.8)%		$	17,332		$	22,827		(24.1)%
Ben Custody		3,081			4,183		5,386		(26.3)%			7,264			10,768		(32.5)%
Corporate & Other		(158	)		38		(738	)	NM			(118	)		(734	)	83.9	%
Total Segment Revenues Attributable to Ben’s Equity Holders (1)	$	11,420		$	13,058	$	16,626		(12.5) %		$	24,478		$	32,861		(25.5) %

Segment Operating Income (Loss) Attributable to Ben’s Equity Holders (1) ($ in thousands)	Fiscal 2 Q 26 September 30, 2025			Fiscal 1 Q 26 June 30, 2025			Fiscal 2 Q 25 September 30, 2024			Change % vs. Prior Quarter			YTD Fiscal 2026			YTD Fiscal 2025		Change % vs. Prior YTD
Ben Liquidity	$	(821	)	$	(6,015	)	$	2,905		86.4	%		$	(6,838	)	$	2,391	NM
Ben Custody		2,292			3,128			4,329		(26.7)%				5,420			5,616	(3.5)%
Corporate & Other		(9,555	)		(73,549	)		(16,426	)	87.0	%			(83,102	)		27,665	NM
Total Segment Operating Income (Loss) Attributable to Ben’s Equity Holders (1)	$	(8,084	)	$	(76,436	)	$	(9,192	)	89.4 %			$	(84,520	)	$	35,672	NM

NM – Not meaningful.

⁽¹⁾ Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH, which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the six months ended September 30, 2025, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.

Adjusted Business Segment Information Attributable to Ben’s Equity Holders

⁽²⁾

Table 4 below presents unaudited adjusted segment revenue and adjusted segment operating income (loss) for business segments attributable to Ben’s equity holders.

Adjusted Segment Revenues Attributable to Ben’s Equity Holders (1)(2) ($ in thousands)	Fiscal 2 Q 26 September 30, 2025			Fiscal 1 Q 26 June 30, 2025		Fiscal 2 Q 25 September 30, 2024			Change % vs. Prior Quarter		YTD Fiscal 2026			YTD Fiscal 2025			Change % vs. Prior YTD
Ben Liquidity	$	8,497		$	8,837	$	11,978		(3.8)%		$	17,332		$	22,827		(24.1)%
Ben Custody		3,081			4,183		5,386		(26.3)%			7,264			10,768		(32.5)%
Corporate & Other		(158	)		38		(738	)	NM			(118	)		(727	)	83.8%
Total Adjusted Segment Revenues Attributable to Ben’s Equity Holders (1)(2)	$	11,420		$	13,058	$	16,626		(12.5) %		$	24,478		$	32,868		(25.5) %

Adjusted Segment Operating Income (Loss) Attributable to Ben’s Equity Holders (1)(2) ($ in thousands)	Fiscal 2 Q 26 September 30, 2025			Fiscal 1 Q 26 June 30, 2025			Fiscal 2 Q 25 September 30, 2024			Change % vs. Prior Quarter			YTD Fiscal 2026			YTD Fiscal 2025			Change % vs. Prior YTD
Ben Liquidity	$	(821	)	$	(6,015	)	$	2,905		86.4	%		$	(6,838	)	$	2,396		NM
Ben Custody		2,292			3,128			4,627		(26.7)%				5,420			9,043		(40.1)%
Corporate & Other		(4,283	)		(6,340	)		(9,793	)	32.4	%			(10,363	)		(18,253	)	43.2	%
Total Adjusted Segment Operating Income (Loss) Attributable to Ben’s Equity Holders (1)(2)	$	(2,812	)	$	(9,227	)	$	(2,261	)	69.5	%		$	(11,781	)	$	(6,814	)	(72.9) %

NM – Not meaningful.

⁽¹⁾ Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.
⁽²⁾ Segment financial information attributable to Ben’s equity holders is presented to provide users of our financial information an understanding and visual aide of the segment information (revenues, operating income (loss), and adjusted operating income (loss)) that impacts Ben’s Equity Holders. “Ben’s Equity Holders” refers to the holders of Beneficient Class A and Class B common stock and Series B Preferred Stock as well as holders of interests in BCH, which represent noncontrolling interests. For a description of noncontrolling interests, see Item 2 of our Quarterly Report on Form 10-Q for the six months ended September 30, 2025, and Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income Attributable to Ben Common Holders. Such information is computed as the sum of the Ben Liquidity, Ben Custody and Corp/Other segments since it is the operating results of those segments that determine the net income (loss) attributable to Ben’s Equity Holders. See further information in table 5 and Non-GAAP Reconciliations.

Reconciliation of Business Segment Information Attributable to Ben’s Equity Holders to Net Income (Loss) Attributable to Ben Common Shareholders

Table 5 below presents reconciliation of operating income (loss) by business segment attributable to Ben’s Equity Holders to net income (loss) attributable to Ben common shareholders.

Reconciliation of Business Segments to Net Income (Loss) to Ben Common Shareholders ($ in thousands)	Fiscal 2 Q 26 September 30, 2025			Fiscal 1 Q 26 June 30, 2025			Fiscal 2 Q 25 September 30, 2024				YTD Fiscal 2026			YTD Fiscal 2025
Ben Liquidity	$	(821	)	$	(6,015	)	$	2,905			$	(6,838	)	$	2,391
Ben Custody		2,292			3,128			4,329				5,420			5,616
Corporate & Other		(9,555	)		(73,549	)		(16,426	)			(83,102	)		27,665
Gain on liability resolution		—			—			23,462				—			23,462
Income tax expense (allocable to Ben and BCH equity holders)		(43	)		—			—				(43	)		(28	)
Net loss attributable to noncontrolling interests – Ben		9,191			15,984			3,067				25,175			10,254
Noncontrolling interest guaranteed payment		(4,693	)		(4,624	)		(4,423	)			(9,317	)		(8,779	)
Net income (loss) attributable to Ben’s common shareholders	$	(3,629	)	$	(65,076	)	$	12,914			$	(68,705	)	$	60,581

Investor Webcast

Beneficient will host a webcast and conference call to review its second quarter financial results on November 18, 2025, at 8:00 am Eastern Standard Time. The webcast will be available via live webcast from the Investor Relations section of the Company’s website at https://shareholders.trustben.com under Events.

Replay

The webcast will be archived on the Company’s website in the investor relations section for replay for at least one year.

About Beneficient

Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds− with solutions that could help them unlock the value in their alternative assets.

Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.

For more information, visit www.trustben.com or follow us on LinkedIn.

Contacts

Investors:
Matt Kreps/214-597-8200/[email protected]
Michael Wetherington/214-284-1199/[email protected]
[email protected]

Not an Offer of Securities

The information in this communication is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. The securities that are the subject of the Transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to, among other things, demand for our solutions in the alternative asset industry, opportunities for market growth, our ability to identify and negotiate transactions, diversification and size of our loan portfolio and our ability to scale operations and provide shareholder value. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, our ability to consummate liquidity transactions on terms desirable for the Company, or at all, our ability to timely demonstrate compliance with the Nasdaq bid price requirement within the extension period granted by the Nasdaq Hearings Panel, our ability to cure any deficiencies in compliance with any other Nasdaq Listing Rules, our ability to obtain stockholder approval for a reverse stock split of the common stock, risks related to the substantial costs and diversion of management’s attention and resources due to these matters, and the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Table 6: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended September 30,								Six Months Ended September 30,
(Dollars in thousands, except per share amounts)		2025				2024				2025				2024
Revenues
Investment income (loss), net	$	(3,162	)		$	8,541			$	(15,938	)		$	19,569
Gain (loss) on financial instruments, net (related party of $(4), $(173), $(5) and $(538), respectively)		211				(179	)			166				(1,362	)
Interest and dividend income		10				12				20				24
Trust services and administration revenues (related party of $8, $8, $15 and $15, respectively)		178				187				366				376
Total revenues		(2,763	)			8,561				(15,386	)			18,607
Operating expenses
Employee compensation and benefits		2,429				7,135				5,760				10,985
Interest expense (related party of $3,140, $3,135, $6,457 and $6,189, respectively)		4,898				4,320				8,313				8,608
Professional services		5,331				7,257				13,288				12,801
Provision for credit losses		—				476				—				1,000
Loss on impairment of goodwill		—				298				—				3,692
Accrual (release) of loss contingency related to arbitration award		—				—				62,831				(54,973	)
Other expenses (related party of $714, $694, $1,428 and $1,388, respectively)		2,443				2,790				4,934				5,871
Total operating expenses		15,101				22,276				95,126				(12,016	)
Operating income (loss)		(17,864	)			(13,715	)			(110,512	)			30,623
(Gain) loss on liability resolution		—				(23,462	)			—				(23,462	)
Net income (loss) before income taxes		(17,864	)			9,747				(110,512	)			54,085
Income tax expense		43				—				43				28
Net income (loss)		(17,907	)			9,747				(110,555	)			54,057
Plus: Net loss attributable to noncontrolling interests – Customer ExAlt Trusts		9,780				4,523				25,992				5,049
Plus: Net loss attributable to noncontrolling interests – Ben		9,191				3,067				25,175				10,254
Less: Noncontrolling interest guaranteed payment		(4,693	)			(4,423	)			(9,317	)			(8,779	)
Net income (loss) attributable to Beneficient common shareholders	$	(3,629	)		$	12,914			$	(68,705	)		$	60,581
Other comprehensive income (loss):
Unrealized (loss) gain on investments in available-for-sale debt securities		92				26				92				5
Total comprehensive income (loss)		(3,537	)			12,940				(68,613	)			60,586
Less: comprehensive (loss) gain attributable to noncontrolling interests		92				26				92				5
Total comprehensive income (loss) attributable to Beneficient	$	(3,629	)		$	12,914			$	(68,705	)		$	60,581
Net income (loss) per common share
Class A – basic	$	(0.37	)		$	2.98			$	(7.33	)		$	14.58
Class B – basic	$	(0.37	)		$	2.69			$	(7.33	)		$	14.80
Net income (loss) per common share
Class A – diluted	$	(0.37	)		$	0.03			$	(7.33	)		$	0.18
Class B – diluted	$	(0.37	)		$	0.03			$	(7.33	)		$	0.18

Table 7: CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	September 30, 2025				March 31, 2025
(Dollars and shares in thousands)	(unaudited)
ASSETS
Cash and cash equivalents	$	4,902			$	1,346
Investments, at fair value:
Investments held by Customer ExAlt Trusts (related party of nil and $5)		243,978				291,371
Other assets, net (related party of $470 and $404)		54,339				49,144
Intangible assets		3,100				3,100
Goodwill		9,914				9,914
Total assets	$	316,233			$	354,875
LIABILITIES, TEMPORARY EQUITY, AND EQUITY (DEFICIT)
Accounts payable and accrued expenses (related party of $16,143 and $14,733)	$	234,348			$	156,770
Other liabilities (related party of $24,874 and $19,360)		29,861				24,381
Warrants liability		365				227
Debt due to related parties		103,960				117,896
Total liabilities		368,534				299,274
Redeemable noncontrolling interests
Preferred Series A Subclass 0 Redeemable Unit Accounts, nonunitized		90,526				90,526
Total temporary equity		90,526				90,526
Shareholders’ equity (deficit):
Preferred stock, par value $0.001 per share, 250,000 shares authorized
Series A preferred stock, 0 and 0 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively		—				—
Series B preferred stock, 1,543 and 363 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively		2				—
Class A common stock, par value $0.001 per share, 5,000,000 and 5,000,000 shares authorized as of September 30, 2025 and March 31, 2025, respectively, 9,465 and 8,483 shares issued as of September 30, 2025 and March 31, 2025, respectively, and 9,456 and 8,474 shares outstanding as of September 30, 2025 and March 31, 2025, respectively		9				8
Class B convertible common stock, par value $0.001 per share, 250 shares authorized, 239 and 239 shares issued and outstanding as of September 30, 2025 and March 31, 2025		—				—
Additional paid-in capital		1,857,211				1,844,489
Accumulated deficit		(2,076,757	)			(2,008,052	)
Treasury stock, at cost (9 shares as of September 30, 2025 and March 31, 2025)		(3,444	)			(3,444	)
Accumulated other comprehensive income		90				(2	)
Noncontrolling interests		80,062				132,076
Total equity (deficit)		(142,827	)			(34,925	)
Total liabilities, temporary equity, and equity (deficit)	$	316,233			$	354,875

Table 8: Non-GAAP Reconciliations

(in thousands)		Three Months Ended September 30, 2025
		Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate/ Other			Consolidating Eliminations			Consolidated
Total revenues		$	8,497		$	3,081	$	(2,783	)	$	(158	)	$	(11,400	)	$	(2,763	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—		4			—			—			4
Adjusted revenues		$	8,497		$	3,081	$	(2,779	)	$	(158	)	$	(11,400	)	$	(2,759	)
Operating income (loss)		$	(821	)	$	2,292	$	(44,632	)	$	(9,555	)	$	34,852		$	(17,864	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—		4			—			—			4
Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust			—			—		—			—			—			—
Goodwill impairment			—			—		—			—			—			—
Accrual (release) of loss contingency related to arbitration award, including post-judgment interest			—			—		—			1,656			—			1,656
Share-based compensation expense			—			—		—			462			—			462
Legal and professional fees(1)			—			—		—			3,154			—			3,154
Adjusted operating income (loss)		$	(821	)	$	2,292	$	(44,628	)	$	(4,283	)	$	34,852		$	(12,588	)

⁽¹⁾ Includes legal and professional fees related lawsuits.

(in thousands)		Three Months Ended June 30, 2025
		Ben Liquidity			Ben Custody		Customer ExAlt Trusts			Corporate/ Other			Consolidating Eliminations			Consolidated
Total revenues		$	8,837		$	4,183	$	(12,851	)	$	38		$	(12,830	)	$	(12,623	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—		1			—			—			1
Adjusted revenues		$	8,837		$	4,183	$	(12,850	)	$	38		$	(12,830	)	$	(12,622	)
Operating income (loss)		$	(6,015	)	$	3,128	$	(53,976	)	$	(73,549	)	$	37,764		$	(92,648	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—		1			—			—			1
Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust			—			—		—			—			—			—
Goodwill impairment			—			—		—			—			—			—
Accrual (release) of loss contingency related to arbitration award, including post-judgment interest			—			—		—			62,831			—			62,831
Share-based compensation expense			—			—		—			461			—			461
Legal and professional fees(1)			—			—		—			3,917			—			3,917
Adjusted operating income (loss)		$	(6,015	)	$	3,128	$	(53,975	)	$	(6,340	)	$	37,764		$	(25,438	)

⁽¹⁾ Includes legal and professional fees related to lawsuits.

(in thousands)		Three Months Ended September 30, 2024
		Ben Liquidity			Ben Custody			Customer ExAlt Trusts				Corporate/ Other				Consolidating Eliminations				Consolidated
Total revenues		$	11,978		$	5,386		$	9,112			$	(738	)		$	(17,177	)		$	8,561
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—			173				—				—				173
Adjusted revenues		$	11,978		$	5,386		$	9,285			$	(738	)		$	(17,177	)		$	8,734
Operating income (loss)		$	2,905		$	4,329		$	(31,549	)		$	(16,426	)		$	27,026			$	(13,715	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—			173				—				—				173
Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust			—			—			—				—				—				—
Goodwill impairment			—			298			—				—				—				298
Share-based compensation expense			—			—			—				3,364				—				3,364
Legal and professional fees(1)			—			—			—				3,269				—				3,269
Adjusted operating income (loss)		$	2,905		$	4,627		$	(31,376	)		$	(9,793	)		$	27,026			$	(6,611	)

⁽¹⁾ Includes legal and professional fees related to GWG Holdings bankruptcy, lawsuits, public relations, and employee matters.

(in thousands)		Six Months Ended September 30, 2025
		Ben Liquidity				Ben Custody			Customer ExAlt Trusts				Corporate/ Other				Consolidating Eliminations				Consolidated
Total revenues		$	17,332			$	7,264		$	(15,634	)		$	(118	)		$	(24,230	)		$	(15,386	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—				—			5				—				—				5
Adjusted revenues		$	17,332			$	7,264		$	(15,629	)		$	(118	)		$	(24,230	)		$	(15,381	)
Operating income (loss)		$	(6,838	)		$	5,420		$	(98,608	)		$	(83,102	)		$	72,616			$	(110,512	)
Mark to market adjustment on interests in the GWG Wind Down Trust			—				—			5				—				—				5
Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust			—				—			—				—				—				—
Goodwill impairment			—				—			—				—				—				—
Accrual (release) of loss contingency related to arbitration award, including post-judgment interest			—				—			—				64,487				—				64,487
Share-based compensation expense			—				—			—				923				—				923
Legal and professional fees(1)			—				—			—				7,329				—				7,329
Adjusted operating income (loss)		$	(6,838	)		$	5,420		$	(98,603	)		$	(10,363	)		$	72,616			$	(37,768	)

⁽¹⁾ Includes legal and professional fees related to lawsuits.

(in thousands)		Six Months Ended September 30, 2024
		Ben Liquidity			Ben Custody			Customer ExAlt Trusts				Corporate/ Other				Consolidating Eliminations				Consolidated
Total revenues		$	22,827		$	10,768		$	18,965			$	(734	)		$	(33,219	)		$	18,607
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—			531				7				—				538
Adjusted revenues		$	22,827		$	10,768		$	19,496			$	(727	)		$	(33,219	)		$	19,145
Operating income (loss)		$	2,391		$	5,616		$	(61,178	)		$	27,665			$	56,129			$	30,623
Mark to market adjustment on interests in the GWG Wind Down Trust			—			—			531				7				—				538
Intersegment provision for credit losses on collateral comprised of interests in the GWG Wind Down Trust			5			—			—				—				(5	)			—
Goodwill impairment			—			3,427			—				265				—				3,692
Accrual (release) of loss contingency related to arbitration award, including post-judgment interest			—			—			—				(54,973	)			—				(54,973	)
Share-based compensation expense			—			—			—				4,358				—				4,358
Legal and professional fees(1)			—			—			—				4,425				—				4,425
Adjusted operating income (loss)		$	2,396		$	9,043		$	(60,647	)		$	(18,253	)		$	56,124			$	(11,337	)

⁽¹⁾ Includes legal and professional fees related to GWG Holdings bankruptcy, lawsuits, public relations, and employee matters.

	Three Months Ended September 30,								Six Months Ended September 30,
		2025				2024				2025				2024
Operating Expenses Non GAAP Reconciliation
Operating expenses	$	15,101			$	22,276			$	95,126			$	(12,016	)
Plus (less): Accrual (release) of loss contingency related to arbitration award, including post-judgment interest		(1,656	)			—				(64,487	)			54,973
Less: Goodwill impairment		—				(298	)			—				(3,692	)
Operating expenses, excluding goodwill impairment and release of loss contingency related to arbitration award, including post-judgment interest	$	13,445			$	21,978			$	30,639			$	39,265

Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders are non-GAAP financial measures. We present these non-GAAP financial measures because we believe it helps investors understand underlying trends in our business and facilitates an understanding of our operating performance from period to period because it facilitates a comparison of our recurring core business operating results. The non-GAAP financial measures are intended as a supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these non-GAAP financial measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate such items in the same way.

We define adjusted revenue as revenue adjusted to exclude the effect of mark-to-market adjustments on related party equity securities that were acquired both prior to and during the Collateral Swap, which on August 1, 2023, became interests in the GWG Wind Down Trust. Adjusted Segment Revenues attributable to Ben’s Equity Holders is the same as “adjusted revenues” related to the aggregate of the Ben Liquidity, Ben Custody, and Corporate/Other Business Segments, which are the segments that impact the net income (loss) attributable to all equity holders of Beneficient, including equity holders of Beneficient’s subsidiary, BCH.

Adjusted operating income (loss) represents GAAP operating income (loss), adjusted to exclude the effect of the adjustments to revenue as described above, credit losses on related party available-for-sale debt securities that were acquired in the Collateral Swap which on August 1, 2023, became interests in the GWG Wind Down Trust, and receivables from a related party that filed for bankruptcy and certain notes receivables originated during our formative transactions, non-cash asset impairment, share-based compensation expense, and legal, professional services, and public relations costs related to the GWG Holdings bankruptcy, lawsuits, and certain employee matters, including fees & loss contingency accruals (releases), including post judgment interests incurred in arbitration with a former director. Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders is the same as “adjusted operating income (loss)” related to the aggregate of the Ben Liquidity, Ben Custody, and Corporate/Other Business Segments, which are the segments that impact the net income (loss) attributable to all equity holders of Beneficient, including equity holders of Beneficient’s subsidiary, BCH.

These non-GAAP financial measures are not a measure of performance or liquidity calculated in accordance with U.S. GAAP. They are unaudited and should not be considered an alternative to, or more meaningful than, GAAP revenues or GAAP operating income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in adjusted operating income (loss) or adjusted segment operating income (loss) attributable to Ben’s Equity Holders include capital expenditures, interest payments, debt principal repayments, and other expenses, which can be significant. As a result, adjusted operating income (loss) and/or adjusted segment operating income (loss) attributable to Ben’s Equity Holders should not be considered as a measure of our liquidity.

Because of these limitations, Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders, and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted Revenues, Adjusted Operating Income (Loss), Adjusted Segment Revenues attributable to Ben’s Equity Holders, and Adjusted Segment Operating Income (Loss) attributable to Ben’s Equity Holders on a supplemental basis. You should review the reconciliation of these non-GAAP financial measures set forth above and not rely on any single financial measure to evaluate our business.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/1a806f76-5ffe-4635-88b4-dca93432b4b5

• Total Revenue of $77.7 million, an increase of approximately 15% quarter-over-quarter
• Net Income of $1.3 million
• Record Adjusted EBITDA of $56.3 million, an increase of over 45% quarter-over-quarter
• Approximately 10% increase in quarterly production to a total of 23,029 Boe/d per day (52% oil / 72% liquids)
• Current production rate of approximately 27,000net Boe/d per day

HOUSTON, Nov. 14, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced its financial and operational results through and subsequent to the quarter ended September 30, 2025.

RECENT KEY HIGHLIGHTS

• Record total production of 23,029 barrels of oil equivalent per day (“Boe/d”) (approximately 52% oil), an increase of approximately 10% quarter-over-quarter.
• Current production rate as of today of approximately 27,000 net Boe/d per day, reflecting the successful execution of our development program.
• Expanded hedging program, securing favorable commodity pricing through 2028.
• Completed transition services period following acquisition of assets from Bayswater Exploration & Production.
• Closed two complementary bolt-on acquisitions, which added approximately 11 net drilling locations and 3,400 net acres.

From Edward Kovalik, Chairman and Chief Executive Officer

“The third quarter represented another major step forward for Prairie as we continue to execute across all areas of our business,” said Edward Kovalik, Chairman and Chief Executive Officer. “With the Bayswater transition now complete, Prairie has assumed full operational control and is focused on expanding its DJ Basin footprint.”

“Looking ahead, our strategy remains clear and disciplined. We’re focused on building long-term shareholder value through a combination of high-return organic development, continued operational optimization, and selective, accretive acquisitions. I want to personally thank the entire Prairie team for their dedication, hard work, and professionalism. The progress we’ve made this year has set the stage for continued momentum into 2026 and beyond.”

THIRD QUARTER FINANCIAL RESULTS SUMMARY

• Revenue of $77.7 million, driven by realized prices (excluding hedges) of $58.70 per barrel for oil, $12.27 per barrel for NGLs, and $2.15 per thousand cubic feet (“Mcf”) for natural gas.
• Net loss attributable to common stockholders of $22.5 million, or $0.44 basic loss per share.
• Adjusted EBITDA ⁽¹⁾ of $56.3 million, an increase of over 45% quarter-over-quarter.
• Capital expenditure incurred of $69.6 million.
• Net cash provided by operating activities of $57.7 million. 

_{⁽¹⁾ Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this press release.}

Operations Update

Operationally, the third quarter marked another significant step forward for Prairie as the Company completed the transition period following the Bayswater acquisition and assumed full operational control of those assets.

As of today, Prairie’s current production rate stands at approximately 27,000 net Boe/d, reflecting the combined impact of its legacy operations, the Bayswater assets, and new wells brought online during the quarter.

On the development front, flowback operations are now completed on seven new wells on our Noble pad, and completion activities are being finalized on six newly drilled wells at the Simpson pad. The Noble pad is now fully on-line with the Simpson pad expected to be fully online in the fourth quarter.

At the Rusch pad, drilling, completions, and drill-out operations for 11 wells have been finalized and turned to sales. These wells target multiple horizons across the Niobrara A, B, and C zones, as well as the Codell formation, and are expected to meaningfully contribute to production growth through the remainder of 2025.

In addition, Prairie successfully completed and turned to sales nine wells on the Opal Coalbank pad that were acquired as drilled and uncompleted (“DUC”) locations in the Bayswater transaction. Initial results have exceeded expectations, with an average IP30 of approximately 525 Boe/d per well (two-stream, gross).

Beyond new drilling, Prairie remains focused on optimizing its existing asset base. The Company has launched a robust workover program targeting 32 wells across the third and fourth quarters, with 31 workovers completed to date, including 18 during the third quarter. Additionally, Prairie has installed plungers across 183 wells, resulting in an average oil production increase of 12.6% per well. These optimization initiatives – along with ongoing improvements to gas-lift systems and pad efficiencies – underscore Prairie’s commitment to maximizing per-well productivity and overall capital efficiency.

THIRD QUARTER 2025 RESULTS

Key Financial Highlights

		Three Months Ended
(In thousands, except per share amounts)		September 30, 2025
Total revenues		$	77,721
Net loss attributable to common stockholders		$	(22,508	)
Loss per share – basic & diluted		$	(0.44	)
Adjusted EBITDA		$	56,315
Capital expenditures		$	69,582

Revenue and Production

Revenue for the third quarter of 2025 was $77.7 million, $64.9 million related to oil. Production for the third quarter of 2025 was 23,029 Boe/d and was comprised of approximately 52% oil (approximately 72% liquids).

		Three Months Ended September 30, 2025
Revenues (in thousands)
Oil revenue		$	64,906
Natural gas revenue			7,571
NGL revenue			5,244
Total revenues		$	77,721
Production:
Oil (MBbls)			1,106
Natural gas (MMcf)			3,513
NGL (MBbls)			428
Total production (MBoe)			2,120
Average sales volumes per day (Boe/d)			23,029
Average realized price (excluding effects of derivatives):
Oil (per MBbl)		$	58.70
Natural gas (per MMcf)		$	2.15
NGL (per MBbl)		$	12.27
Average realized price (per MBoe)		$	36.68
Average realized price (including effects of derivatives):
Oil (per MBbl)		$	61.39
Natural gas (per MMcf)		$	3.68
NGL (per MBbl)		$	11.56
Average price (per MBoe)		$	40.47
Average NYMEX prices:
WTI (per MBbl)		$	65.78
Henry Hub (per MMBtu)		$	3.03

Operating Costs 

(In thousands, except per Boe amounts)		Three Months Ended September 30, 2025
Lease operating expenses		$	15,371
Lease operating expenses per Boe		$	7.25
Transportation and processing		$	2,200
Transportation and processing per Boe		$	1.04
Ad valorem and production taxes		$	4,676
Ad valorem and production taxes per Boe		$	2.21
General and administrative expenses		$	12,273
General and administrative expenses per Boe		$	5.79

Acquisitions and Capital Expenditures

(In thousands)		Nine Months Ended September 30, 2025
Cash paid for Bayswater asset purchase		$	467,461
Cash paid for Edge asset purchase		$	12,709
Capital expenditures – cash		$	126,184
Leasehold purchases		$	3,015

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, we had approximately $68.6 million of liquidity, consisting of $58.0 million of borrowings available under our Credit Facility and $10.6 million in unrestricted cash. As of September 30, 2025, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.        

2025 UPDATED GUIDANCE

Prairie re-affirms full year guidance for 2025:

• Average Daily Production: 24,000 – 26,000 Boe/d.
• Capital Expenditures (Capex): $260.0 million – $280.0 million.
• Adjusted EBITDA⁽¹⁾: Expected to range between $240.0 million and $260.0 million.

_{⁽¹⁾ Adjusted EBITDA is a Non-GAAP measure, refer to “Non-GAAP Financial Measures” for reconciliations of GAAP to non-GAAP financial measures used throughout this press release.}

The 2025 full-year guidance includes production, revenue, and related expenses attributable to the assets acquired from Bayswater from January 1, 2025 through March 26, 2025, the closing date of the acquisition and is based on an active hedging program and a commodity price deck of $60.00 – $64.00 per Bbl for oil and $4.00 per Mcf for gas.

Commodity Hedges

The following table reflects contracted volumes and weighted average prices we will receive under the terms of our derivative contracts as of September 30, 2025:

		Settling October 1, 2025 through December 31, 2025				Settling January 1, 2026 through December 31, 2026				Settling January 1, 2027 through December 31, 2027				Settling January 1, 2028 through December 31, 2028
Crude Oil Swaps:
Notional volume (Bbls)			717,598				2,241,616				1,592,503				471,907
Weighted average price ($/Bbl)		$	67.85			$	64.42			$	64.16			$	63.47
Natural Gas Swaps:
Notional volume (MMBtus)			3,017,447				11,413,134				9,874,626				4,406,357
Weighted average price ($/MMBtu)		$	4.33			$	4.08			$	4.07			$	4.00
Ethane Swaps:
Notional volume (Bbls)			85,845				288,956				232,375				51,809
Weighted average price ($/Bbl)		$	11.91			$	11.54			$	11.05			$	11.28
Propane Swaps:
Notional volume (Bbls)			149,550				509,724				417,744				94,220
Weighted average price ($/Bbl)		$	28.74			$	26.36			$	26.51			$	26.00
Iso Butane Swaps:
Notional volume (Bbls)			18,772				63,185				50,812				11,328
Weighted average price ($/Bbl)		$	35.62			$	33.92			$	30.22			$	29.63
Normal Butane Swaps:
Notional volume (Bbls)			51,933				174,809				140,580				31,343
Weighted average price ($/Bbl)		$	38.32			$	35.24			$	31.37			$	30.37
Pentane Plus Swaps:
Notional volume (Bbls)			38,716				130,321				104,802				23,366
Weighted average price ($/Bbl)		$	46.17			$	53.05			$	52.40			$	52.49

In October and November 2025, we executed a portfolio of hedges to maintain the hedging requirement under our Amended & Restated Credit Agreement. These hedges secured prices of $60.45 per barrel through the rest of 2025, $60.02 per barrel in 2026 and 2027, and $60.62 per barrel through the fourth quarter of 2028, and $4.07 per MMBtu through 2027.

Non-GAAP Financial Measures

This press release contains Adjusted EBITDA which is a financial measure not presented in accordance with U.S. GAAP. Adjusted EBITDA is used by management to evaluate the performance of our business, make operational decisions, and assess our ability to generate cashflows. Management believes Adjusted EBITDA provides investors with helpful information to better understand the underlying performance trends of our business, facilitate period-to-period comparisons, and assess the company’s operating results.

Adjusted EBITDA is derived from net income (loss) from continuing operations and is adjusted for income tax expense, depreciation, depletion, and amortization, accretion of asset retirement obligations, non-cash stock-based compensation, interest expense (income), net, non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants, loss on debt issuance, unrealized gain on derivatives, and litigation settlement expense all as applicable. We adjust net income (loss) from continuing operations for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially between periods and companies within our industry depending upon accounting methods, book values of assets, capital structures, and the method by which assets were acquired. Adjusted EBITDA has limitations as an analytical tool, including that it excludes certain items that affect our reported financial results. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income calculated in accordance with GAAP or as an indicator of our operating performance or liquidity. Additionally, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following table presents the reconciliation of Net income (loss) from continuing operations to Adjusted EBITDA for the periods indicated:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025 (1)				2024
		(In thousands)
Net income (loss) from continuing operations reconciliation to Adjusted EBITDA:
Net income (loss) from continuing operations		$	1,287			$	(11,424	)		$	34,353			$	(28,975	)
Adjustments:
Depreciation, depletion, and amortization			16,037				—				30,353				—
Accretion of asset retirement obligations			76				—				147				—
Non-cash stock-based compensation			4,123				1,511				7,908				5,836
Interest expense (income), net			8,613				(432	)			18,952				108
Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants(2)			25,914				—				30,451				—
Loss on debt issuance(3)			—				3,039				—				3,039
Unrealized gain on derivatives			(962	)			—				(24,052	)			—
Non-recurring litigation settlement expense			1,227				—				1,406				—
Income tax expense			—				—				—				—
Adjusted EBITDA		$	56,315			$	(7,304	)		$	99,518			$	(19,992	)
(1) Net income (loss) from continuing operations for the nine months ended September 30, 2025 includes revenue and related expenses attributable to the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the acquisition, through September 30, 2025.
(2) Reflects the changes in the fair values of the financial instruments for which we’ve elected to value at fair value on a recurring basis.
(3) Reflects the loss recognized for the issuance of the Subordinated Note and the Subordinated Note Warrants in the third quarter of 2024.

The following table presents the reconciliation of our expected full year 2025 Net income to our expected full year 2025 Adjusted EBITDA:

		Full-year 2025 Guidance Range
		(In millions)
Net income reconciliation to Adjusted EBITDA:
Net income		$	192			$	202
Adjustments:
Depreciation, depletion, and amortization			32				35
Accretion of asset retirement obligations			2				2
Non-cash stock-based compensation			15				20
Interest expense, net			20				25
Non-cash loss on adjustment to fair value – embedded derivatives, debt, and warrants(1)			5				5
Unrealized gain on derivatives			(26	)			(29	)
Income tax expense			—				—
Adjusted EBITDA		$	240			$	260
(1) Reflects the changes in the fair values of the financial instruments for which we’ve elected to value at fair value on a recurring basis.

Cautionary Statement about Forward-Looking Statements

The information included in this press release and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding future financial performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks are not exhaustive. Other sections of this press release could include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our Securities and Exchange Commission (the “SEC”), filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this press release should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement.

Regulation FD Disclosure

The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and the investor relations section of its website at www.prairieopco.com.

In addition to these traditional channels, the Company also uses its official social media accounts as a means of disclosing information about Prairie and its business, and to comply with its disclosure obligations under Regulation FD. The Company’s official social media accounts currently include @PrairieOpCo on X (formerly Twitter) and linkedin.com/company/prairie-operating-co on LinkedIn. Information the Company posts through these social media channels may be deemed material. Accordingly, investors, the media, and others interested in the Company should monitor these accounts in addition to following the Company’s press releases, SEC filings, and public conference calls and webcasts. The Company may update the list of official social media accounts from time to time, and any such updates will be posted on the investor relations section of its website.

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquid resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil natural gas, and natural gas liquid resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.

More information about the Company can be found at www.prairieopco.com.

Investor Relations Contact:

Wobbe Ploegsma

[email protected]

832-274-3449

Prairie Operating Co. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share amounts)
		September 30, 2025				December 31, 2024
Assets
Current assets:
Cash and cash equivalents		$	10,640			$	5,192
Accounts receivable:
Oil, natural gas, and NGL revenue			48,716				3,024
Joint interest and other			24,130				9,275
Acquisition receivable			17,452				—
Derivative assets			13,134				—
Inventory			4,890				5
Prepaid expenses and other current assets			2,015				312
Note receivable			—				494
Total current assets			120,977				18,302
Property and equipment:
Oil and natural gas properties, successful efforts method of accounting including $75,816 and $70,462 excluded from amortization as of September 30, 2025 and December 31, 2024, respectively			806,955				134,953
Other			20,881				94
Less: Accumulated depreciation, depletion, and amortization			(30,780	)			(427	)
Total property and equipment, net			797,056				134,620
Derivative assets			6,523				—
Debt issuance costs, net			13,495				1,731
Operating lease assets			1,604				1,323
Other non–current assets			133				578
Total assets		$	939,788			$	156,554
Liabilities, Mezzanine Equity, and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	81,952			$	38,225
Ad valorem and production taxes payable			27,128				7,094
Oil, natural gas, and NGL revenue payable			35,181				2,366
Senior convertible note, at fair value			—				12,555
Derivative liabilities			—				2,446
Operating lease liabilities			749				323
Total current liabilities			145,010				63,009
Long–term liabilities:
Credit facility			417,000				28,000
Subordinated note – related party			1,458				4,609
Subordinated note warrants, at fair value – related party			300				4,159
Series F convertible preferred stock embedded derivatives, at fair value			11,596				—
Series F convertible preferred stock warrants, at fair value			62,776				—
SEPA, at fair value			—				790
Derivative liabilities			—				1,949
Ad valorem and production taxes payable			15,720				—
Oil, natural gas, and NGL revenue payable			20,869				—
Asset retirement obligation			3,185				227
Operating lease liabilities			989				1,043
Other long-term liabilities			361				—
Total long–term liabilities			534,254				40,777
Total liabilities			679,264				103,786
Commitments and contingencies
Mezzanine equity:
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 129,000 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively			158,687				—
Stockholders’ equity:
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 5,982 and 14,457 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively			—				—
Common stock; $0.01 par value; 500,000,000 shares authorized, and 54,012,410 and 23,045,209 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively			540				230
Treasury stock, at cost; 63,337 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively			(442	)			—
Additional paid–in capital			187,152				172,304
Accumulated deficit			(85,413	)			(119,766	)
Total stockholders’ equity			101,837				52,768
Total liabilities, mezzanine equity, and stockholders’ equity		$	939,788			$	156,554

Prairie Operating Co. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except share amounts)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Revenues:
Crude oil sales		$	64,906			$	—			$	133,635			$	—
Natural gas sales			7,571				—				14,105				—
NGL sales			5,244				—				10,898				—
Total revenues			77,721				—				158,638				—
Operating expenses:
Lease operating expenses			15,371				—				28,732				—
Transportation and processing expenses			2,200				—				4,567				—
Ad valorem and production taxes			4,676				—				12,049				—
Depreciation, depletion, and amortization			16,037				—				30,353				—
Accretion of asset retirement obligation			76				—				147				—
Exploration expenses			40				25				785				524
General and administrative expenses			12,273				8,790				34,268				24,905
Total operating expenses			50,673				8,815				110,901				25,429
Income (loss) from operations			27,048				(8,815	)			47,737				(25,429	)
Other (expenses) income:
Interest expense			(9,039	)			—				(19,541	)			—
Realized gain on derivatives			8,012				—				12,175				—
Unrealized gain on derivatives			962				—				24,052				—
Loss on adjustment to fair value – embedded derivatives, debt, and warrants			(25,914	)			—				(30,451	)			—
Loss on issuance of debt			—				(3,039	)			—				(3,039	)
Interest income and other			218				430				381				538
Total other expenses			(25,761	)			(2,609	)			(13,384	)			(2,501	)
Income (loss) from operations before provision for income taxes			1,287				(11,424	)			34,353				(27,930	)
Provision for income taxes			—				—				—				—
Net income (loss) from continuing operations			1,287				(11,424	)			34,353				(27,930	)
Discontinued operations
Loss from discontinued operations, net of taxes			—				—				—				(1,045	)
Net loss from discontinued operations			—				—				—				(1,045	)
Net income (loss) attributable to Prairie Operating Co.			1,287				(11,424	)			34,353				(28,975	)
Series F preferred stock declared dividends			(4,252	)			—				(7,540	)			—
Series F preferred stock undeclared dividends			443				—				(1,204	)			—
Remeasurement of Series F preferred stock			(19,986	)			—				(93,087	)			—
Net loss attributable to Prairie Operating Co. common stockholders		$	(22,508	)		$	(11,424	)		$	(67,478	)		$	(28,975	)
Loss per common share
Basic and diluted loss per share		$	(0.44	)		$	(0.68	)		$	(1.66	)		$	(2.24	)
Weighted average common shares outstanding
Basic and diluted			50,624,457				16,770,372				40,582,092				12,938,342

Prairie Operating Co. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)
		Nine Months Ended September 30,
		2025				2024
Cash flows from operating activities:
Net income (loss) from continuing operations		$	34,353			$	(27,930	)
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock–based compensation			7,845				5,835
Depreciation, depletion, and amortization			30,353				—
Unrealized gain on derivatives			(24,052	)			—
Loss on adjustment to fair value – embedded derivatives, debt, and warrants			30,451				—
Non-cash SEPA commitment fee			—				600
Loss on issuance of debt			—				3,039
Amortization and expensing of deferred financing costs			3,902				—
Accretion of asset retirement obligation			147				—
Changes in operating assets and liabilities:
Accounts receivable			(54,162	)			—
Prepaid expenses and other current assets			(1,703	)			(96	)
Inventory			(4,885	)			—
Accounts payable and accrued expenses			23,710				12,453
Ad valorem and production taxes payable			8,627				—
Oil, natural gas, and NGL revenue payable			12,902				—
Other assets and liabilities			(104	)			(19	)
Net cash provided by (used in) continuing operating activities			67,384				(6,118	)
Net cash provided by discontinued operations			—				460
Net cash provided by (used in) operating activities			67,384				(5,658	)
Cash flows from investing activities:
Cash paid for Bayswater asset purchase			(467,461	)			—
Cash paid for other asset purchases			(12,709	)			—
Deposit for Nickel Road asset purchase			—				(9,000	)
Return of Nickel Road asset purchase deposit			—				3,000
Transaction expenses paid related to Nickel Road asset purchase			—				(120	)
Deposit on other oil and natural gas properties purchase			—				(382	)
Development of oil and natural gas properties			(126,184	)			(8,732	)
Cash paid for leasehold property purchases			(3,015	)			—
Cash received from payment on note receivable related to sale of cryptocurrency miners			833				252
Cash received from sale of cryptocurrency miners			—				1,000
Net cash used in investing activities			(608,536	)			(13,982	)
Cash flows from financing activities:
Proceeds from the issuance of Common Stock			43,817				15,000
Financing costs associated with issuance of Common Stock			(3,603	)			(4,884	)
Proceeds from the issuance of Series F Preferred Stock			148,250				—
Financing costs associated with the issuance of Series F Preferred Stock			(12,171	)			—
Borrowings on the Credit Facility			389,000				—
Debt issuance costs associated with the Credit Facility			(15,670	)			—
Payments of the Subordinated Note – related party			(3,214	)			—
Proceeds from option exercise			633				—
Treasury stock repurchased			(442	)			—
Proceeds from the exercise of Series D and E Preferred Stock warrants			—				33,539
Proceeds from the issuance of the Subordinated Promissory Note – related party			—				3,000
Net cash provided by financing activities			546,600				46,655
Net increase in cash and cash equivalents			5,448				27,015
Cash and cash equivalents, beginning of the period			5,192				13,037
Cash and cash equivalents, end of the period		$	10,640			$	40,052

Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities for the periods presented:

		Nine Months Ended September 30,
		2025				2024
		(In thousands)
Non–cash investing activities:
Increase in capital expenditure accruals and accounts payable		$	13,019			$	4,718
Equipment purchased in exchange for note payable		$	560			$	—
Bayswater transaction costs included in accrued liabilities		$	6,035			$	—
Additions to asset retirement obligation		$	483			$	—
Non–cash financing activities:
Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price(1)		$	16,000			$	—
Common Stock issuance costs included in accrued liabilities(2)		$	254			$	—
Common Stock issued for SEPA commitment fee(3)		$	—			$	600
Common Stock issued upon conversion of Senior Convertible Note(4)		$	18,164			$	—
Common Stock issued upon conversion of Series D Preferred Stock		$	8,475			$	6,170
Common Stock issued upon conversion of Series E Preferred Stock		$	—			$	20,000
Common Stock issued upon conversion of Series F Preferred Stock		$	27,148			$	—
Common Stock issued for Series F Preferred Stock dividends(5)		$	7,540			$	—
Proceeds from Senior Convertible Note issuance not yet received, net of original issuance discount(6)		$	—			$	14,250
Proceeds from Subordinated Note issuance not yet received – related party(6)		$	—			$	2,000
(1) The Company issued approximately 3.7 million shares of Common Stock to Bayswater as part of the Bayswater Purchase Price.
(2) Relates to the Common Stock issued to partially fund the Bayswater Acquisition.
(3) Pursuant to the SEPA, the Company issued 100,000 shares to YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”) as a commitment fee.
(4) During the nine months ended September 30, 2025, Yorkville, converted the remaining $11.3 million of the initial $15.0 million convertible promissory note (the “Senior Convertible Note”) in exchange for 2.1 million shares of Common Stock.
(5) The Company elected to issue shares of Common Stock for the Series F Preferred Dividend payable on June 1 and September 1, 2025
( 6 ) Proceeds from the issuance of the Senior Convertible Note and the Subordinated Note were not received until October 1, 2024. Therefore, the Company recorded the unreceived proceeds as Financing receivables as of September 30, 2024.