Prairie Operating (PROP) insider grants 1.12M equity units to EVP/GC

Rhea-AI Filing Summary

PRAIRIE OPERATING CO. director and officer Daniel T. Sweeney received equity awards reported on Form 4. On 08/13/2025 Mr. Sweeney was granted 560,000 restricted stock units (RSUs) under the company Long-Term Incentive Plan; those RSUs will vest ratably in three annual installments beginning March 26, 2026. On the same date he was granted 560,000 performance units that each represent a contingent right to one share of common stock and are eligible to vest at between 50% and 200% of target based on relative total shareholder return over a three-year performance period beginning January 1, 2025 and ending December 31, 2027. Following the reported grants, Mr. Sweeney beneficially owns 640,789 shares and holds 560,000 performance units (reported as derivative securities).

Insights

Financial Analyst

TL;DR: Significant equity awards granted to an executive, tying compensation to multi-year performance and service.

The filing documents grants of 560,000 RSUs and 560,000 performance units to the EVP, General Counsel and Corporate Secretary. RSU vesting is time-based over three annual installments beginning March 26, 2026, which supports retention. The performance units vest based on relative total shareholder return over a three-year period (Jan 1, 2025 to Dec 31, 2027) with payout range of 50% to 200% of target, aligning part of pay to relative TSR. These awards increase reported beneficial ownership to 640,789 shares and reflect standard executive equity compensation practices rather than a liquidity event.

Corporate Governance Expert

TL;DR: Awards follow the company LTIP framework and include clear vesting schedules and performance metrics.

The Form 4 confirms the awards were granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan. The RSUs are contingent rights to one share upon vesting and vest ratably over three years beginning March 26, 2026. Performance units are measured against a defined Performance Peer Group over a three-year TSR period with defined payout bounds (50% to 200%). The filing clearly documents award mechanics and timing, which are material from a governance and disclosure standpoint but routine for executive compensation reporting.

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^*

Sweeney Daniel T.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC and Corp. Sec.

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		560,000(1)	A	$0	640,789	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		560,000		(2)	(2)	Common Stock	560,000	$0	560,000	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 560,000 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/ Daniel T. Sweeney	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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FAQ

What awards did Daniel T. Sweeney receive in the Form 4 for PROP?

The Form 4 reports grants of 560,000 restricted stock units (RSUs) and 560,000 performance units on 08/13/2025.

When do the RSUs reported on PROP Form 4 vest?

The 560,000 RSUs will vest ratably in three annual installments beginning on March 26, 2026.

What performance period and metrics apply to the performance units in the PROP filing?

The performance units vest based on the issuer's relative total shareholder return compared to a defined Performance Peer Group over a three-year performance period from January 1, 2025 to December 31, 2027 with potential vesting between 50% and 200% of target.

How many shares does Daniel T. Sweeney beneficially own after the reported transactions?

Following the reported transactions the Form 4 shows 640,789 shares beneficially owned.

Under which plan were the awards for PROP granted?

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