PRESIDIO PRODUCTION Co
Filed Jul 30, 2026.
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A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Jul 30, 2026
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As filed with the Securities and Exchange Commission on July 29, 2026
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 39-3528250 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
500 W. 7th Street, Suite 1500
Fort Worth, Texas 76102
(800) 461-1604
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brett Barnes
Executive Vice President and General Counsel
500 W. 7th Street, Suite 1500
Fort Worth, Texas 76102
(405) 870-3781
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
George J. Vlahakos
John Stribling
Sidley Austin LLP
1000 Louisiana Street,
Suite 5900
Houston, Texas 77002
Tel: (713) 495-4500
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) check the following box:☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The securities offered by this preliminary prospectus may not be issued until the registration statement filed with the Securities and Exchange Commission, of which this preliminary prospectus is a part, is declared effective. This preliminary prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.
PRELIMINARY PROSPECTUS — SUBJECT TO COMPLETION, DATED JULY 29, 2026
1,962,240 SHARES OF CLASS A COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS
This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”), or their permitted transferees, of up to 1,962,240 shares of Class A Common Stock, par value $0.0001 (the “Presidio Class A Common Stock”) of Presidio Production Company (“Presidio,” “we,” “us” or the “Company”).
The shares of Presidio Class A Common Stock offered for resale under this prospectus were issued to the Selling Stockholders as consideration in connection with the Company’s acquisition of certain oil and gas leases and other assets pursuant to certain purchase and sale agreements, dated May 7, 2026 (the “Purchase and Sale Agreements”), between the Selling Stockholders and the Company (the “Canyon Creek Acquisition”).
The Canyon Creek Acquisition is described in greater detail in this prospectus. See*“Prospectus Summary—Recent Developments—Canyon Creek Acquisition.”*
Pursuant to this prospectus, the Selling Stockholders are permitted to offer the securities from time to time, if and to the extent as they may determine, through public or private transactions or through other means described in the section of this prospectus entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices.
We are registering the offer and sale of the shares of Presidio Class A Common Stock owned by the Selling Stockholders to satisfy registration rights we have granted to the Selling Stockholders pursuant to a registration rights agreement dated as of July 1, 2026 (the “Registration Rights Agreement”). We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Stockholders will pay or assume brokerage commissions or similar charges, if any, incurred in the sale of securities by them.
The Selling Stockholders identified in this prospectus may offer, sell or distribute all or a portion of the Presidio Class A Common Stock included in this prospectus (as applicable to each Selling Stockholder) in the section entitled “Selling Stockholders.” We will not receive any proceeds from the sale of securities by the Selling Stockholders.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.
The Presidio Class A Common Stock is listed on the New York Stock Exchange under the symbol “FTW”. On July 27, 2026, the closing price of the Presidio Class A Common Stock was $11.61 per share.
We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under applicable federal securities laws, and as such, are subject to certain reduced public company reporting requirements.
AN INVESTMENT IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 11 OF THIS PROSPECTUS BEFORE YOU MAKE YOUR DECISION TO INVEST IN OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 29, 2026.
TABLE OF CONTENTS
| ABOUT THIS PROSPECTUS | ii |
|---|---|
| GLOSSARY OF OIL AND GAS TERMS | iii |
| SELECTED DEFINITIONS | vi |
| MARKET AND INDUSTRY DATA | xi |
| TRADEMARKS | xi |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | xii |
| PROSPECTUS SUMMARY | 1 |
| THE OFFERING | 10 |
| RISK FACTORS | 11 |
| USE OF PROCEEDS | 40 |
| SECURITIES MARKET INFORMATION | 41 |
| UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS | 42 |
| BUSINESS OF PRESIDIO PRODUCTION | 60 |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PRESIDIO PRODUCTION COMPANY | 81 |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE PREDECESSOR | 93 |
| PRESIDIO’S EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 106 |
| MANAGEMENT OF PRESIDIO | 119 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 125 |
| DESCRIPTION OF SECURITIES | 128 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 140 |
| SELLING STOCKHOLDERS | 142 |
| PLAN OF DISTRIBUTION | 143 |
| SECURITIES ACT RESTRICTIONS ON RESALE OF PRESIDIO CLASS A COMMON STOCK | 146 |
| MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS | 147 |
| SHAREHOLDER COMMUNICATIONS | 150 |
| LEGAL MATTERS | 150 |
| EXPERTS | 150 |
| WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE | 151 |
| INDEX TO FINANCIAL STATEMENTS | F-1 |
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