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Prairie Operating (PROP) grants 840,000 RSUs and 560,000 units to CFO

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Form Type
4

Rhea-AI Filing Summary

Shelly Michael James reported acquisition or exercise transactions in this Form 4 filing.

Prairie Operating Co. reported that Executive Vice President & CFO Shelly Michael James received equity-based compensation. On July 21, 2026, James was granted 840,000 restricted stock units (RSUs) at a stated price of $0.0000 per share, vesting ratably in three annual installments beginning on June 23, 2027. On July 23, 2026, James was also awarded 560,000 performance units, each linked to one share of common stock, with 50%–200% of the target eligible to vest for the June 23, 2026–June 30, 2029 performance period based on continued employment and the company’s relative total shareholder return versus designated Peer Companies.

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Insider Shelly Michael James
Role Executive Vice President & CFO
Type Security Shares Price Value
Grant/Award Performance Units F2 560,000 $0.00 $0.00
Grant/Award Common Stock F1 840,000 $0.00 $0.00
Holdings After Transaction: Performance Units — 560,000 shares (Direct); Common Stock — 840,000 shares (Direct)
Footnotes (2)
  1. F1. Represents restricted stock units ("RSUs") granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (as amended, the "LTIP"). Each RSU represents a contingent right to receive, upon vesting, one share of common stock, par value $0.01 per share ("Common Stock"), of Prairie Operating Co. (the "Issuer"). The 840,000 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on June 23, 2027.
  2. F2. Represents an award of performance units representing a contingent right to receive one share of Common Stock of the Issuer per performance unit. Between 50% and 200% of the target number of performance units granted, which were granted under the LTIP, are eligible to vest during a performance period beginning on June 23, 2026 and ending on June 30, 2029 based on continued employment and the Issuer's relative total shareholder return in comparison to the total shareholder return performance among the Peer Companies (as defined in the award agreement).
RSU grant 840,000 RSUs Restricted stock units granted July 21, 2026, vesting in three annual installments beginning on June 23, 2027
Performance unit award 560,000 performance units Performance units granted July 23, 2026, each representing a contingent right to one share of Common Stock
RSU vesting schedule Three annual installments 840,000 RSUs vest ratably in three annual installments beginning on June 23, 2027
Performance vesting range 50% to 200% of target Between 50% and 200% of the target number of performance units are eligible to vest
Performance period June 23, 2026 to June 30, 2029 Performance units vest based on results over this relative total shareholder return period
Common Stock after RSU grant 840,000 shares Total Common Stock held directly following the RSU grant transaction
Performance units after grant 560,000 units Total performance units held directly following the award
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs") granted under the 2024 Amended & Restated Prairie"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Long-Term Incentive Plan financial
"granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
performance units financial
"Represents an award of performance units representing a contingent right to receive one share"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
relative total shareholder return financial
"based on continued employment and the Issuer's relative total shareholder return in comparison"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
Peer Companies financial
"total shareholder return performance among the Peer Companies (as defined in the award agreement)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity awards did Prairie Operating (PROP) grant to CFO Shelly Michael James?

Prairie Operating granted CFO Shelly Michael James 840,000 RSUs and 560,000 performance units. Each RSU and performance unit represents a contingent right to receive one share of common stock, subject to vesting, performance conditions, and continued employment over multi-year periods.

How do the 840,000 RSUs granted by Prairie Operating (PROP) vest?

The 840,000 RSUs vest ratably in three annual installments beginning on June 23, 2027. Each vested RSU delivers one share of Prairie Operating common stock, aligning compensation with long-term company performance and the executive’s ongoing service.

What is the performance period for the 560,000 performance units at Prairie Operating (PROP)?

The 560,000 performance units are eligible to vest over a performance period from June 23, 2026 to June 30, 2029. Vesting depends on continued employment and relative total shareholder return versus Peer Companies defined in the award agreement.

What percentage of performance units granted by Prairie Operating (PROP) can ultimately vest?

Between 50% and 200% of the target 560,000 performance units may vest. The ultimate payout is based on Prairie Operating’s relative total shareholder return against Peer Companies over the June 23, 2026–June 30, 2029 performance period and continued employment.

At what price were the new Prairie Operating (PROP) equity awards to the CFO reported?

Both the 840,000 RSUs and 560,000 performance units were reported with a stated transaction price of $0.0000 per unit. This reflects equity compensation awards rather than market purchases of Prairie Operating common stock by the executive.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shelly Michael James

(Last)(First)(Middle)
55 WAUGH DRIVE
SUITE 400

(Street)
HOUSTON TEXAS 77007

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Prairie Operating Co. [ PROP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/21/2026A840,000(1)A$0840,000D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Units(2)07/23/2026A560,000 (2) (2)Common Stock560,000$0560,000D
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (as amended, the "LTIP"). Each RSU represents a contingent right to receive, upon vesting, one share of common stock, par value $0.01 per share ("Common Stock"), of Prairie Operating Co. (the "Issuer"). The 840,000 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on June 23, 2027.
2. Represents an award of performance units representing a contingent right to receive one share of Common Stock of the Issuer per performance unit. Between 50% and 200% of the target number of performance units granted, which were granted under the LTIP, are eligible to vest during a performance period beginning on June 23, 2026 and ending on June 30, 2029 based on continued employment and the Issuer's relative total shareholder return in comparison to the total shareholder return performance among the Peer Companies (as defined in the award agreement).
/s/ Daniel T. Sweeney, attorney-in-fact07/23/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)