Prairie Operating Co. Director Receives Time‑Vested RSUs; Ownership Rises

Rhea-AI Filing Summary

Prairie Operating Co. (PROP) director Gizman I. Abbas received equity awards reported on Form 4 dated 08/13/2025. The filing shows two grants of restricted stock units (RSUs): 38,860 RSUs that vest in full on June 4, 2026 and 62,500 RSUs that vest ratably in three annual installments beginning March 26, 2026. Both grants were reported as acquisitions at a $0 price (i.e., awards) and increase Mr. Abbas beneficial ownership in common stock to 110,215 shares following the transactions. The reporting person is identified as a director and the Form 4 was signed on August 15, 2025.

Positive

• Significant equity awards granted to a director, increasing alignment with shareholders
• Total beneficial ownership rises to 110,215 shares after the reported transactions
• Clear vesting schedules provided: one grant vesting in full and one vesting ratably over three years

Negative

• None.

Insights

Corporate Governance Expert

Director received time-based equity awards, increasing stake and aligning long-term incentives.

The grants are standard time-based RSUs under the company's LTIP and vest over multi-year schedules, which typically align executive and director incentives with shareholder returns. The 38,860 RSUs vest on a single future date while the 62,500 RSUs vest ratably over three years, creating staggered retention incentives. The report lists acquisitions at $0 consistent with compensation awards rather than market purchases. From a governance perspective, these awards appear routine and focused on retention rather than immediate cash compensation.

Securities Analyst

Form 4 records non‑cash RSU grants that raise the directors beneficial ownership to 110,215 shares.

The disclosure shows two RSU awards granted under the 2024 Amended & Restated LTIP with explicit vesting dates; such awards do not involve cash outlay by the director and are recorded as acquisitions at $0. The reported holdings after the grants provide clear, quantifiable ownership figures. There is no pricing or sale activity reported, and no derivatives are disclosed. The filing is informational for ownership tracking but does not provide operational or financial performance data.

SEC Form 4

FORM 4

UNITED 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

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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^*

ABBAS GIZMAN I

(Last) (First) (Middle)

55 WAUGH DRIVE

SUITE 400

(Street)

HOUSTON TX 77007

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		A		38,860(1)	A	$0	47,715	D
Common Stock	08/13/2025		A		62,500(2)	A	$0	110,215	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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, of Prairie Operating Co. ("Common Stock"). The 38,860 RSUs reported on this Form 4 will vest in full on June 4, 2026.

2. Represents RSUs granted under the LTIP. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The 62,500 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2026.

	/s/ Gizman I. Abbas	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 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.

FAQ

What transactions did Gizman I. Abbas report on the PROP Form 4?

The Form 4 reports two RSU grants: 38,860 RSUs (vesting June 4, 2026) and 62,500 RSUs (vesting ratably beginning March 26, 2026).

How many PROP shares does the reporting person beneficially own after these transactions?

Following the reported transactions, the filing shows 110,215 shares beneficially owned.

Were these transactions purchases, sales, or awards?

They were equity awards reported as acquisitions at a $0 price, representing restricted stock units granted under the LTIP.

When were the transactions executed and when was the Form 4 signed?

The transactions are dated 08/13/2025 and the Form 4 was signed on 08/15/2025.

Under what plan were the RSU grants made?

The RSUs were granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (LTIP).