Prairie Operating grants Sweeney 1.5M stock units

The RSUs vest in three annual installments, while performance units are tied to continued employment and relative total shareholder return versus the Performance Peer Group.

Rhea-AI Filing Summary

Prairie Operating Co. EVP, GC and Corp. Sec. Daniel T. Sweeney received 1,500,000 RSUs and 1,000,000 performance units on October 1, 2026. His reported direct Common Stock position after the RSU award was 2,066,534 shares; his performance-unit position was 1,000,000 units. The RSUs vest ratably in three annual installments beginning March 26, 2027. From January 1, 2026, through December 31, 2028, 50% to 200% of the performance-unit target is eligible to vest based on continued employment and Prairie Operating Co.'s relative total shareholder return versus the Performance Peer Group.

Insider Trade Summary

Grant/Award: 2,500,000 shares

Grant/Award 2 txns

Insider Sweeney Daniel T.

Role EVP, GC and Corp. Sec.

Type	Security	Shares	Price	Value
Grant/Award	Performance Units F2	1,000,000	$0.00	$0.00
Grant/Award	Common Stock F1	1,500,000	$0.00	$0.00

Holdings After Transaction: Performance Units — 1,000,000 contracts (Direct); Common Stock — 2,066,534 shares (Direct)

Footnotes (2)

1. F1. 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 1,500,000 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2027.
2. F2. 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, 2026 and ending on December 31, 2028 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).

Key Figures

RSUs granted: 1,500,000 RSUs Performance units granted: 1,000,000 performance units Reported direct Common Stock position: 2,066,534 shares +3 more

6 metrics

RSUs granted 1,500,000 RSUs Awarded October 1, 2026

Performance units granted 1,000,000 performance units Awarded October 1, 2026

Reported direct Common Stock position 2,066,534 shares Following the RSU award

Reported performance-unit position 1,000,000 units Following the performance-unit award

RSU vesting installments 3 annual installments Beginning March 26, 2027

Performance-unit vesting range 50% to 200% of target Performance period from January 1, 2026, through December 31, 2028

Key Terms

RSUs, LTIP, performance units, relative total shareholder return, +1 more

5 terms

RSUs financial

"restricted stock units ("RSUs") granted under the 2024 Amended & Restated"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

LTIP financial

"2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (as amended, the "LTIP")"

LTIP stands for Long-Term Incentive Plan, a company program that pays executives and key employees with stock, cash, or other rewards tied to multi-year performance targets and continued service. It matters to investors because it aligns management’s pay with the company’s long-term success—like paying a gardener in future harvest to ensure the orchard thrives—while also affecting share count and reported expenses, which can influence future returns.

performance units financial

"performance units representing a contingent right to receive one share"

Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.

relative total shareholder return financial

"relative total shareholder return in comparison to the total shareholder return performance"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

Performance Peer Group financial

"Performance Peer Group (as defined in the award agreement)"

FAQ

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

How many PROP awards did Daniel T. Sweeney receive?

On October 1, 2026, Daniel T. Sweeney, EVP, GC and Corp. Sec. of Prairie Operating Co., received 1,500,000 RSUs and 1,000,000 performance units. After the RSU award, his reported direct Common Stock position was 2,066,534 shares; his reported performance-unit position was 1,000,000 units.

What are the vesting terms for Daniel T. Sweeney's PROP awards?

The 1,500,000 RSUs vest ratably in three annual installments beginning March 26, 2027. For the 1,000,000 performance units, between 50% and 200% of the target is eligible to vest during the performance period from January 1, 2026, through December 31, 2028, based on continued employment and Prairie Operating Co.'s relative total shareholder return compared with the Performance Peer Group.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/02/2026 - 07:10 PM Accepted by SEC EDGAR 10/02/2026 - 07:10 PM Learn about SEC filing dates

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^*

Sweeney Daniel T.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2026		A		1,500,000(1)	A	$0	2,066,534	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)	10/01/2026		A		1,000,000		(2)	(2)	Common Stock	1,000,000	$0	1,000,000	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 1,500,000 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2027.

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, 2026 and ending on December 31, 2028 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	10/02/2026
	** 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)