Prairie Operating (PROP) Insider Grants 687,980 RSUs and 1,031,970 Performance Units

Rhea-AI Filing Summary

Prairie Operating Co. insider Gary C. Hanna, President and Director, received equity awards on 08/13/2025. The Form 4 reports receipt of 687,980 restricted stock units (RSUs) that vest ratably in three annual installments beginning March 26, 2026, and 1,031,970 performance units that may convert to the same number of common shares depending on relative total shareholder return over a three-year performance period from January 1, 2025 through December 31, 2027. After these grants, Mr. Hanna beneficially owns 2,038,206 shares and holds 1,031,970 performance units; both the RSUs and performance units have a $0 reported acquisition price because they are awards under the company's long-term incentive plan.

Positive

• Alignment with shareholders: Performance units tied to relative total shareholder return incentivize management to focus on shareholder outcomes
• Retention mechanism: RSUs vesting over three years support executive retention
• Transparency: Form 4 timely discloses insider compensation grants and resulting beneficial ownership

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: Large time- and performance-based awards align executive pay with shareholder returns but dilute equity if fully vested.

The awards combine service-based RSUs and relative TSR performance units, a common structure to align management incentives with shareholders. The RSUs vest over three years, providing retention value, while the performance units vest 50%–200% of target based on relative total shareholder return vs peers over 2025–2027, linking pay to performance. The sizes (687,980 RSUs and 1,031,970 performance units) are material in absolute terms and will increase potential share count if earned; the filing reports a $0 grant price consistent with compensatory awards under the LTIP.

Securities & Insider Trading Analyst

TL;DR: Transaction is a routine Section 16 disclosure of compensatory grants, not an open-market trade.

This Form 4 discloses an award issuance rather than a purchase or sale, dated 08/13/2025 and reported 08/15/2025, and shows beneficial ownership changes due to grants. No cash transaction or market sale is reported. Investors should note the potential dilution if performance awards vest at higher payout levels, and that vesting is subject to continued employment and performance metrics.

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^*

HANNA GARY C

(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
X	Officer (give title below)		Other (specify below)
	President

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		687,980(1)	A	$0	2,038,206	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
Performance Units	(2)	08/13/2025		A		1,031,970		(2)	(2)	Common Stock	1,031,970	$0	1,031,970	D

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 687,980 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2026.

2. Represents an award of performance units representing a contingent right to receive one share of Common Stock 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 three-year performance period beginning on January 1, 2025 and ending on December 31, 2027 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).

	/s/ Gary C. Hanna	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.
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FAQ

What did Prairie Operating Co. (PROP) report on Form 4 for Gary C. Hanna?

The Form 4 reports grants on 08/13/2025 of 687,980 RSUs and 1,031,970 performance units, increasing his beneficial ownership to 2,038,206 shares.

When do the RSUs granted to Gary C. Hanna vest?

The 687,980 RSUs vest ratably in three annual installments beginning March 26, 2026.

How do the performance units granted to Mr. Hanna vest or pay out?

The 1,031,970 performance units vest between 50% and 200% of target based on Prairie's relative total shareholder return versus a defined Performance Peer Group over 01/01/2025–12/31/2027 and require continued employment.

Did Gary C. Hanna pay for these securities?

The reported acquisition price for both the RSUs and performance units is $0, reflecting compensatory awards under the company's LTIP.

Does this Form 4 indicate a market purchase or sale by the insider?

No; the filing shows equity awards granted (code A) and not an open-market purchase or sale.