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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

FTW$10.20+2.9%Stored close · as of Nov 6, 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)

Delaware677039-3528250
(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 PROSPECTUSii
GLOSSARY OF OIL AND GAS TERMSiii
SELECTED DEFINITIONSvi
MARKET AND INDUSTRY DATAxi
TRADEMARKSxi
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSxii
PROSPECTUS SUMMARY1
THE OFFERING10
RISK FACTORS11
USE OF PROCEEDS40
SECURITIES MARKET INFORMATION41
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS42
BUSINESS OF PRESIDIO PRODUCTION60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PRESIDIO PRODUCTION COMPANY81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE PREDECESSOR93
PRESIDIO’S EXECUTIVE OFFICER AND DIRECTOR COMPENSATION106
MANAGEMENT OF PRESIDIO119
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS125
DESCRIPTION OF SECURITIES128
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS140
SELLING STOCKHOLDERS142
PLAN OF DISTRIBUTION143
SECURITIES ACT RESTRICTIONS ON RESALE OF PRESIDIO CLASS A COMMON STOCK146
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS147
SHAREHOLDER COMMUNICATIONS150
LEGAL MATTERS150
EXPERTS150
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE151
INDEX TO FINANCIAL STATEMENTSF-1

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.