Prairie Operating SEC Filings

Patton Gregory Scott reported acquisition or exercise transactions in this Form 4 filing.

Prairie Operating Co. disclosed that Chief Executive Officer Gregory Scott Patton received new equity awards. He was granted 425,000 restricted stock units (RSUs) under the 2024 Amended & Restated Long-Term Incentive Plan, each representing one future share of common stock upon vesting. These RSUs vest in three equal annual installments beginning on June 23, 2027. Patton was also granted 425,000 performance units, each tied to one share of common stock and vesting only if specified stock price milestones in his Performance Unit Award Agreement are achieved. Following these awards, he directly holds 1,116,224 shares of common stock.

Prairie Operating Co. has promoted Executive Vice President and Chief Financial Officer Gregory S. Patton to Chief Executive Officer and director, and hired Michael Shelly as Executive Vice President and Chief Financial Officer. Both executives received new employment agreements with high variable and equity-based compensation.

Mr. Patton will receive an annual base salary of $625,000, a target bonus equal to 100% of base salary, and an LTIP target of at least 300% of base salary. He was granted 850,000 restricted stock units, split equally between performance-based and time-based awards. Mr. Shelly will receive a $525,000 base salary, a target bonus equal to 100% of base salary, an LTIP target of at least 300% of base salary, and 1,400,000 RSUs, with 560,000 performance-based and 840,000 time-based units.

The Compensation Committee also amended the company’s 2025 performance share unit awards so that total shareholder return is measured from an “Initial Value” of $2.75 per share over the three-year period from January 1, 2025 to December 31, 2027.

Prairie Operating Co. amended its primary credit facility, entering a Second Amendment to its Amended and Restated Credit Agreement with Citibank and other lenders. The amendment reaffirms a $475,000,000 borrowing base, adjusts covenants tied to distributable free cash flow and reporting, and increases how frequently the borrowing base can be redetermined.

The company also signed a letter agreement with Hudson Bay PH XIX LLC covering remaining Series F Convertible Preferred Stock. Prairie will allow those preferred shares to convert into additional common stock, in total not exceeding 21,156,339 shares, under the existing certificate of designation. The parties changed the Anniversary Warrant issuance date from July 8, 2026 to August 7, 2026 and reduced the warrant share formula from 75% to 65% of stated value, while updating related warrant documentation.

Prairie Operating Co. director Jonathan H. Gray reported several administrative equity moves, led by a tax-related share withholding. On June 4, 2026, 15,544 shares of common stock were withheld at $0.87 per share to cover tax obligations upon vesting of restricted stock, leaving him with 660,273 directly held shares. Earlier, on April 20, 2026, entities First Idea International Ltd. and First Idea Ventures LLC, through which Gray has indirect holdings, recorded "other" transactions in common stock and Series D Convertible Preferred Stock linked to preferred stock conversion agreements, without open-market buying or selling.

Prairie Operating Co. director Stephen Lee reported a routine tax-related share disposition. On the vesting of restricted stock, 15,544 shares of Common Stock were withheld on June 4, 2026 to satisfy tax withholding obligations at $0.87 per share. After this withholding, Lee directly holds 94,671 Common Stock shares. This was not an open-market purchase or sale but an automatic share withholding tied to equity compensation.

Prairie Operating Co. held its 2026 Annual Meeting of Stockholders on June 3, 2026April 15, 202697,344,348 common shares were outstanding, were entitled to vote, and 65,706,444 shares were represented in person or by proxy.

Stockholders elected all four director nominees to serve until the 2027 annual meeting, with votes for each ranging from about 35.1 million to 38.3 million, plus broker non-votes. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a strong margin of 64,577,836 votes for, 491,258 against, and 637,350 abstentions.