PROP Insider Grant: CFO Receives 665K RSUs and 665K Performance Units

Rhea-AI Filing Summary

Gregory S. Patton, EVP and CFO of Prairie Operating Co. (PROP), reported equity awards granted on 08/13/2025. The Form 4 shows 665,000 restricted stock units (RSUs) granted under the company’s LTIP that will vest ratably in three annual installments beginning March 26, 2026. The filing also reports 665,000 performance units granted that can convert to one share each at 50%–200% of target based on the company’s relative total shareholder return over the three-year performance period from 01/01/2025 to 12/31/2027. Both awards have a reported acquisition price of $0 and are listed as direct beneficial ownership. Following these transactions, Mr. Patton beneficially owns 795,519 shares of common stock. The form is signed 08/15/2025.

Insights

Financial Analyst

TL;DR: Significant equity awards granted to the CFO signal retention and performance alignment but increase potential share-based dilution.

The grant of 665,000 RSUs and 665,000 performance units to the EVP/CFO is sizable in absolute terms and ties compensation to multi-year service and relative TSR performance, aligning management incentives with shareholder returns. The awards vest over three years and include a performance multiplier of 50%–200%, which links payout to relative performance versus a defined peer group. The awards carry a reported price of $0, consistent with standard service/performance equity grants, and are recorded as direct holdings. Investors should note these are compensation-related issuances rather than open-market purchases; they reinforce retention objectives while creating potential dilution when shares vest or performance units convert.

Corporate Governance Expert

TL;DR: The award structure reflects common governance practice but merits disclosure on targets and peer group composition.

The RSU and performance unit grants follow typical LTIP practices: time-based RSUs with ratable vesting and performance units tied to relative TSR over a defined three-year period. The filing discloses vesting mechanics and performance period, but does not specify the Performance Peer Group composition or target performance metrics beyond relative TSR and payout range. From a governance standpoint, the document provides required mechanics but additional disclosure (peer group, target TSR percentile thresholds) would improve transparency for shareholders evaluating executive pay outcomes. The direct ownership reporting is proper and the Form 4 is duly signed.

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^*

Patton Gregory Scott

(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 and CFO

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		665,000(1)	A	$0	795,519	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		665,000		(2)	(2)	Common Stock	665,000	$0	665,000	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 665,000 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/ Gregory S. Patton	08/15/2025
	** Signature of Reporting Person	Date
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