PROP insider filing: Kovalik receives 687,980 RSUs and 1,031,970 performance units

Rhea-AI Filing Summary

Edward Kovalik, Chief Executive Officer and Director of Prairie Operating Co. (PROP), reported equity awards and resulting ownership changes on a Form 4 dated 08/13/2025. He was granted 687,980 restricted stock units (RSUs) and 1,031,970 performance units, each performance unit convertible into one share of common stock based on relative total shareholder return over a three-year performance period (01/01/2025–12/31/2027) with payout between 50% and 200% of target. The RSUs vest ratably in three annual installments beginning March 26, 2026. The reported transactions show a beneficial ownership of 2,027,035 shares of common stock following the grants; the awards were reported with a $0 acquisition price. The Form 4 was signed on 08/15/2025.

Positive

• Large equity award increases CEO ownership to 2,027,035 reported shares, aligning management with shareholders
• Performance-based units tie potential payout (50%–200%) to relative total shareholder return over a defined three-year period
• RSU vesting schedule (ratable over three years beginning March 26, 2026) supports long-term retention

Negative

• None.

Insights

Financial Analyst

TL;DR: Significant equity awards materially increase CEO stake and tie compensation to three-year TSR performance while vesting is multi-year.

The grants of 687,980 RSUs and 1,031,970 performance units materially increase reported beneficial ownership and emphasize long-term alignment with shareholders through a TSR-based performance measure and multi-year vesting schedule. The performance units have a 50%–200% payout range, creating upside contingent on relative performance over 2025–2027. The awards are reported at a $0 acquisition price consistent with typical equity compensation grants. For valuation and dilution impact, investors should consult company disclosures for total shares outstanding, which are not provided in this Form 4.

Corporate Governance Expert

TL;DR: Grants reflect standard long-term incentive design linking pay to relative TSR and continued service vesting conditions.

The structure—time‑based RSUs vesting over three years and performance units tied to relative TSR—follows common governance practice to incentivize sustained executive performance. The performance period and payout band (50%–200%) set clear, measurable criteria. The Form 4 confirms the CEO’s dual role as director and officer, and documents timing and vesting start dates, but does not include grant rationale, target metrics beyond TSR peer comparison, or outstanding share count required to assess dilution or compensation quantum relative to peers.

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^*

Kovalik Edward

(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)
	Chief Executive Officer

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	2,027,035	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/ Edward Kovalik	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 PROP CEO Edward Kovalik receive on the Form 4 filed 08/13/2025?

He was granted 687,980 RSUs and 1,031,970 performance units, each performance unit convertible into one share of common stock subject to performance and vesting conditions.

When do the RSUs granted to Edward Kovalik begin vesting?

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

What performance conditions apply to the performance units?

Payout of performance units (granted under the LTIP) is based on the issuer's relative total shareholder return versus a Performance Peer Group over the three-year period 01/01/2025–12/31/2027, with payout between 50% and 200% of target.

How many shares does Edward Kovalik beneficially own after the reported transaction?

The Form 4 reports 2,027,035 shares of common stock beneficially owned following the reported transactions.

Was there a purchase price for the awards reported on the Form 4?

The grants are reported with an acquisition price of $0, consistent with equity awards (RSUs and performance units).