Prairie Operating grants Freeman 1.44M stock units

The restricted stock units vest in three annual installments beginning March 26, 2027; performance-unit vesting depends on employment and relative shareholder returns through 2028.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

On October 1, 2026, Bryan Freeman, EVP of Operations at Prairie Operating Co. (PROP), received 1,440,000 restricted stock units and 960,000 performance units as awards. Each restricted stock unit represents a contingent right to one common share; the units vest in three annual installments beginning March 26, 2027.

Each performance unit represents a contingent right to one common share. Between 50% and 200% of the target award is eligible to vest during the performance period from January 1, 2026, through December 31, 2028, based on continued employment and relative total shareholder return compared with the Performance Peer Group. Freeman's reported post-transaction position was 2,062,013 common shares and 960,000 performance units.

Insider Trade Summary

Grant/Award: 2,400,000 shares

Grant/Award 2 txns

Insider Freeman Bryan

Role EVP of Operations

Type	Security	Shares	Price	Value
Grant/Award	Performance Units ^F2	960,000	$0.00	$0.00
Grant/Award	Common Stock ^F1	1,440,000	$0.00	$0.00

Holdings After Transaction: Performance Units — 960,000 contracts (Direct); Common Stock — 2,062,013 shares (Direct)

Footnotes (2)

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 1,440,000 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2027.
F2. 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, 2026 and ending on December 31, 2028 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).

Key Figures

Restricted stock units granted: 1,440,000 units Performance units granted: 960,000 units Common stock holdings after award: 2,062,013 shares +2 more

5 metrics

Restricted stock units granted 1,440,000 units Awarded October 1, 2026

Performance units granted 960,000 units Awarded October 1, 2026

Common stock holdings after award 2,062,013 shares Reported after the October 1, 2026 award

Performance-unit position after award 960,000 units Reported after the October 1, 2026 award

Performance-unit target eligible to vest 50% to 200% Performance period runs from January 1, 2026, through December 31, 2028

Key Terms

restricted stock units, performance units, relative total shareholder return, Performance Peer Group, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units granted under the 2024 Amended & Restated"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance units financial

"award of performance units representing a contingent right"

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"

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.

Performance Peer Group financial

"total shareholder return performance among the Performance Peer Group"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did PROP EVP Bryan Freeman receive on October 1, 2026?

Bryan Freeman received 1,440,000 restricted stock units and 960,000 performance units. Each unit represents a contingent right to receive one share of Prairie Operating Co. common stock upon vesting.

How do PROP performance units vest?

Between 50% and 200% of the target performance-unit award is eligible to vest during the period from January 1, 2026, through December 31, 2028. Vesting is based on continued employment and Prairie Operating Co.'s relative total shareholder return compared with the Performance Peer Group.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/02/2026 - 07:15 PM Accepted by SEC EDGAR 10/02/2026 - 07:15 PM

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

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^*

Freeman Bryan

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2026		A		1,440,000⁽¹⁾	A	$0	2,062,013	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽²⁾	10/01/2026		A		960,000		⁽²⁾	⁽²⁾	Common Stock	960,000	$0	960,000	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 1,440,000 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2027.

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, 2026 and ending on December 31, 2028 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/ Bryan Freeman	10/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR