Prairie Operating Co. (PROP) Form 4: Jonathan Gray receives RSU awards totaling 101,360

Rhea-AI Filing Summary

Prairie Operating Co. (PROP) director Jonathan H. Gray reported awards of restricted stock units (RSUs) on Form 4. On 08/13/2025 Mr. Gray received 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. The RSUs represent contingent rights to one share of common stock upon vesting and were reported with $0 cash price. Following the reported grants, the filing shows Mr. Gray beneficially owning 184,837 shares directly after the first grant line and 247,337 shares directly after the second grant line, plus indirect holdings of 159,999 shares held by First Idea International, Ltd. and 230,159 shares held by First Idea Ventures, LLC.

Positive

• Clear disclosure of RSU awards with explicit vesting dates increases transparency.
• Time-based vesting aligns director incentives with long-term performance.

Negative

• Potential dilution from 101,360 RSUs converting to common stock over coming years (exact impact not provided).
• Insufficient context in the filing to assess materiality relative to total outstanding shares or LTIP run-rate.

Insights

Financial Analyst

TL;DR: Director awards of 101,360 RSUs increase potential future share issuance; vesting schedules concentrate dilution over 2026–2028.

The grants total 101,360 RSUs and convert to common stock upon vesting, with explicit vesting dates and schedules: one tranche vests in full on June 4, 2026 and the other vests ratably over three years beginning March 26, 2026. These are compensation awards rather than open-market purchases and were reported at a $0 cash price, indicating typical equity-based compensation treatment. For investors this means potential dilution as RSUs settle into shares over the next several years; the filing does not disclose company-wide share count or magnitude relative to outstanding shares, so the impact on percent ownership cannot be determined from this Form 4 alone.

Corporate Governance Expert

TL;DR: Standard director equity grants with multi-year vesting align incentives but require context on overall plan dilution.

The RSUs are granted under the company’s 2024 Amended & Restated LTIP and use customary time-based vesting. Time-based RSUs align director incentives with long-term shareholder value and retention. The filing clearly identifies indirect holdings through two affiliated entities, which is useful for governance transparency. The Form 4 does not include plan limits, aggregate LTIP run-rate, or company-wide outstanding share totals, so assessing whether these grants are routine or significant relative to governance best practices is not possible from this filing alone.

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

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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^*

Gray Jonathan H.

(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	184,837	D
Common Stock	08/13/2025		A		62,500(2)	A	$0	247,337	D
Common Stock								159,999	I	Held by First Idea International, Ltd.
Common Stock								230,159	I	Held by First Idea Ventures, LLC

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/ Jonathan Gray	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What RSUs did Jonathan H. Gray receive according to the PROP Form 4?

The filing reports 38,860 RSUs vesting in full on June 4, 2026 and 62,500 RSUs vesting ratably in three annual installments beginning March 26, 2026.

Do the reported RSUs have a cash purchase price?

No. The transactions are reported with a $0 price, indicating they are compensation awards rather than purchases.

How many shares does Mr. Gray beneficially own after these transactions?

The Form 4 lists 184,837 shares directly after the first reported grant line and 247,337 shares directly after the second reported grant line, plus indirect holdings of 159,999 and 230,159 shares held by affiliated entities.

Under which plan were the RSUs granted?

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

When were the transactions reported on the Form 4?

The transaction date reported is 08/13/2025 and the Form 4 is signed on 08/15/2025.