[Form 3] Prairie Operating Co. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Gregory S. Patton, EVP and CFO of Prairie Operating Co. (PROP), reports beneficial ownership of equity awards. He directly holds 125,469 restricted stock units (RSUs) that convert to common stock upon vesting and 19,185 performance units tied to the companys relative total shareholder return over a three-year performance period ending December 31, 2026. Some RSUs began vesting March 5, 2025; a larger tranche begins vesting November 4, 2026.

Positive

• Clear disclosure of officer role (EVP and CFO) and types/amounts of equity awards
• Detailed vesting schedules for RSUs and performance period for performance units (through December 31, 2026)
• Performance linkage: performance units vest 0%–200% based on relative total shareholder return versus a defined peer group

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive equity grants disclosed; standard long-term incentive structure, limited immediate dilution.

The filing documents executive awards rather than open-market transactions. The 125,469 RSUs are contingent rights to shares, with a portion already beginning to vest, which may lead to share issuance as vesting occurs. The 19,185 performance units are payout-contingent (0%–200%) based on relative TSR through 2026, aligning pay with shareholder returns. This is routine disclosure of compensation-linked holdings with no new cash transactions disclosed.

Corporate Governance Expert

TL;DR: Disclosure is complete for Form 3: officer role and award details are clearly stated.

The report identifies Mr. Pattons role as EVP and CFO and provides award plan references (2024 Amended & Restated LTIP). It specifies vesting schedules and performance measurement (relative TSR vs. peer group), which supports transparency on incentive design. The filing includes a power of attorney exhibit reference. No departures, related-party transactions, or unusual governance items are disclosed.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Patton Gregory Scott

(Last) (First) (Middle)

55 WAUGH DRIVE

SUITE 400

(Street)

HOUSTON TX 77007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2025

3. Issuer Name and Ticker or Trading Symbol
Prairie Operating Co. [ PROP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	125,469(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units(2)	(2)	(2)	Common Stock	19,185	(2)	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive, upon vesting, one share of common stock, par value $0.01 per share, of the Issuer ("Common Stock"). 25,469 of the 125,469 RSUs reported on this Form 3 began vesting ratably in three annual installments beginning on March 5, 2025. 100,000 of the 125,469 RSUs reported on this Form 4 will best ratably in three annual installments beginning on November 4, 2026.

2. Represents an award of performance units representing a contingent right to receive one share of Common Stock per performance unit. Between 0% and 200% of the target number of performance units granted, which were granted under the LTIP, are eligible to vest during a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026 based on continued employment and the Issuer's relative total shareholder return in comparison to the total shareholder return performance among the Performance Peer Group (as defined in the award agreement).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gregory S. Patton	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Gregory S. Patton report on Form 3 for Prairie Operating Co. (PROP)?

He reported ownership of 125,469 RSUs and 19,185 performance units, both convertible to common stock upon vesting per the LTIP.

How many RSUs does the PROP reporting person hold and when do they vest?

125,469 RSUs total; 25,469 began vesting ratably in three annual installments starting March 5, 2025, and 100,000 begin vesting ratably in three annual installments starting November 4, 2026.

What are the terms for the 19,185 performance units reported for PROP?

19,185 performance units may vest at between 0% and 200% of target based on the issuers relative total shareholder return over the three-year performance period Jan 1, 2024Dec 31, 2026.

What role does the reporting person hold at PROP?

Gregory S. Patton is EVP and CFO of Prairie Operating Co., as indicated on the Form 3.

Does the Form 3 report any derivative transactions or sales of shares?

No sales or derivative option exercises are reported; the filing discloses RSUs and performance-unit awards only.