Prairie Operating Co. director receives 101,360 RSUs under 2024 LTIP

Rhea-AI Filing Summary

Pursuant to a Form 4 filed for Prairie Operating Co. (PROP), director Erik Thoresen reported two grants of restricted stock units (RSUs) on 08/13/2025. The first grant comprises 38,860 RSUs that will vest in full on June 4, 2026. The second grant comprises 62,500 RSUs that will vest ratably in three annual installments beginning on March 26, 2026. Both grants are awarded under the company’s 2024 Amended & Restated Long-Term Incentive Plan. Following these transactions Thoresen beneficially owns 118,260 shares on a direct basis as reported.

Positive

• Alignment with shareholders: Time‑based RSUs tie the director’s compensation to future stock performance and retention.
• Clear vesting schedule: One tranche cliff‑vests and the other vests ratably, providing multi‑year incentive structure.

Negative

• Potential dilution: If RSUs are settled in shares upon vesting, outstanding share count will increase (amount not specified).
• No cash purchase: Awards were granted at $0 price, indicating compensation issuance rather than purchase, which can dilute existing holders.

Insights

Corporate Governance Expert

TL;DR: Director received time‑based RSUs aligning long‑term incentives with shareholders, standard for executive/director compensation.

The reported grants are time‑based restricted stock units under the 2024 LTIP, with one tranche cliff‑vesting and another vesting ratably over three years. This structure promotes retention and aligns the director’s interests with shareholder value over multiple years. The disclosure is routine and complies with Section 16 reporting. No cash price was paid, indicating these are compensation awards rather than open‑market purchases.

Securities Analyst

TL;DR: Insider award increases direct beneficial ownership but is routine and unlikely to materially change capitalization by itself.

The filings show an aggregate increase of 101,360 RSUs granted on 08/13/2025, bringing direct beneficial ownership to 118,260 shares. Because the RSUs are contingent until vesting, immediate share dilution is not realized; however, if all RSUs vest and are settled in common stock, outstanding shares will increase. The filing does not state total shares outstanding, so the dilutive impact cannot be quantified from this Form 4 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^*

Thoresen Erik

(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	55,760	D
Common Stock	08/13/2025		A		62,500(2)	A	$0	118,260	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/ Erik Thoresen	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) disclose in the Form 4 filed by Erik Thoresen?

The filing reports two RSU grants on 08/13/2025: 38,860 RSUs vesting on June 4, 2026 and 62,500 RSUs vesting ratably beginning March 26, 2026.

How many shares does Erik Thoresen beneficially own after the reported transactions?

The Form 4 reports 118,260 shares beneficially owned on a direct basis following the reported grants.

Were the RSUs purchased or granted as compensation?

The RSUs were reported with a $0 price, indicating they were granted under the company’s LTIP as compensation rather than purchased.

When will the granted RSUs vest?

The 38,860 RSUs vest in full on June 4, 2026; the 62,500 RSUs vest ratably in three annual installments beginning March 26, 2026.

Can the Form 4 quantify the dilutive impact of these RSUs?

No. The Form 4 discloses the RSU quantities and vesting but does not provide total shares outstanding, so dilution cannot be calculated from this filing alone.