Prairie Operating director withholds 8,333 shares for tax

Prairie Operating Co. director Stephen Lee reported a routine tax-related share disposition.

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Form Type

Rhea-AI Filing Summary

Prairie Operating Co. director Stephen Lee reported a routine tax-related share disposition. On the vesting of restricted stock, 8,333 common shares were withheld at $2.04 per share to satisfy tax withholding obligations. After this non-market transaction, he directly held 104,382 common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 8,333 shares

Exercise Price or Tax Liability 1 txn

Insider Lee Stephen

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	8,333	$2.04	$17K

Holdings After Transaction: Common Stock — 104,382 shares (Direct)

Footnotes (1)

F1. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.

Key Figures

Shares withheld for taxes: 8,333 shares Withholding share price: $2.04 per share Shares held after transaction: 104,382 shares

3 metrics

Shares withheld for taxes 8,333 shares Withheld upon vesting of restricted stock to satisfy tax obligations

Withholding share price $2.04 per share Price used for tax-withholding disposition on restricted stock vesting

Shares held after transaction 104,382 shares Director’s direct Prairie Operating Co. common stock holdings after withholding

Key Terms

restricted stock, tax withholding obligations, Payment of exercise price or tax liability by delivering securities

3 terms

restricted stock financial

"Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations."

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description": "Payment of exercise price or tax liability by delivering securities"

FAQ

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

What did Prairie Operating Co. (PROP) director Stephen Lee report in this Form 4?

Stephen Lee reported a tax-related share disposition. When restricted stock vested, 8,333 Prairie Operating Co. common shares were withheld at $2.04 per share to cover tax obligations, leaving him with 104,382 directly held shares after the transaction.

Was Stephen Lee’s Prairie Operating Co. Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld upon vesting of restricted stock to satisfy tax withholding obligations, meaning the shares went back to the issuer rather than being sold on the open market.

How many Prairie Operating Co. shares were withheld for taxes from Stephen Lee’s restricted stock?

The filing shows that 8,333 Prairie Operating Co. common shares were withheld upon vesting of restricted stock. These shares were used to satisfy tax withholding obligations, based on a transaction price of $2.04 per share reported in the Form 4.

How many Prairie Operating Co. shares does Stephen Lee hold after this Form 4 transaction?

After the tax-withholding disposition, Stephen Lee directly owned 104,382 Prairie Operating Co. common shares. This figure reflects his direct holdings following the withholding of 8,333 shares to cover tax obligations tied to vested restricted stock.

What does transaction code F mean in Stephen Lee’s Prairie Operating Co. Form 4?

Transaction code F indicates payment of an exercise price or tax liability using shares. In this case, 8,333 Prairie Operating Co. shares from vested restricted stock were withheld to satisfy tax withholding obligations, rather than being sold in an open-market transaction.

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

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Accepted by SEC EDGAR 03/30/2026 - 09:25 PM EDT

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^*

Lee Stephen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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	03/26/2026		F		8,333⁽¹⁾	D	$2.04	104,382	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)

Explanation of Responses:

1. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.

	/s/ Stephen Lee	03/30/2026
	** 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