[Form 4] Prairie Operating Co. Insider Trading Activity

Rhea-AI Filing Summary

Bryan Freeman, EVP of Operations of Prairie Operating Co. (PROP), reported grants on Form 4. On 08/13/2025 he was granted 585,000 restricted stock units (RSUs) under the company LTIP that vest ratably in three annual installments beginning March 26, 2026, and 585,000 performance units that convert to common stock based on relative total shareholder return over a three-year performance period from 01/01/2025 to 12/31/2027. Following these awards, he beneficially owns 712,861 shares of common stock and 585,000 performance-unit-linked shares, all reported as direct holdings.

Positive

• Alignment of interests: Performance units tie payout to relative total shareholder return, aligning executive incentives with shareholder outcomes
• Retention focus: RSUs vesting over three years support executive retention through staggered vesting

Negative

• Potential dilution: Large aggregate award (1,170,000 units at target) could dilute existing shareholders if issued and vested
• Materiality unknown: Filing lacks grant-value or percent-of-outstanding-share context, limiting assessment of financial impact

Insights

Compensation & Governance Analyst

TL;DR: Large time- and performance-based equity grants align an executive with multi-year shareholder returns.

These awards are standard long-term incentive compensation: RSUs vesting over three years provide retention value, while performance units tie ultimate payout to relative total shareholder return, creating pay-for-performance alignment. The scale—585,000 RSUs and 585,000 performance units—is material relative to many mid-cap issuers and may dilute existing shareholders over time if fully issued, but the filing only discloses grant mechanics and current beneficial ownership without valuation or percent-of-common outstanding context.

Securities Compliance Specialist

TL;DR: Filing properly discloses grant dates, vesting schedule, and reporting person relationship; no trading activity reported.

The Form 4 shows acquisitions coded as grants (Transaction Code A) with zero price, reflecting compensation awards rather than open-market transactions. The report includes dates, vesting timeline, and the performance period parameters required for Section 16 transparency. There is no indication of a 10b5-1 plan or sales; the form is a routine disclosure of equity compensation.

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
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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 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 of Operations

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		585,000(1)	A	$0	712,861	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		585,000		(2)	(2)	Common Stock	585,000	$0	585,000	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 585,000 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/ Bryan Freeman	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.
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.

FAQ

What did Bryan Freeman (PROP) report on Form 4 filed 08/15/2025?

He reported grants of 585,000 RSUs and 585,000 performance units awarded on 08/13/2025 under the LTIP.

When do the RSUs granted to Bryan Freeman vest?

The 585,000 RSUs vest ratably in three annual installments beginning March 26, 2026.

What performance period applies to the performance units granted to Bryan Freeman?

The performance period runs from January 1, 2025 through December 31, 2027 and payout depends on relative total shareholder return versus the Performance Peer Group.

How many shares does Bryan Freeman beneficially own after the reported grants?

He beneficially owns 712,861 shares of common stock and 585,000 performance-unit-linked shares reported as direct holdings.

Was this Form 4 reporting a market transaction or a compensation grant?

It was a compensation grant (Transaction Code A) with an effective price of $0, indicating awards rather than open-market purchases or sales.