[Form 4] Prairie Operating Co. Insider Trading Activity

Rhea-AI Filing Summary

Richard N. Frommer, a director of Prairie Operating Co. (PROP), reported grants of restricted stock units (RSUs) on Form 4 dated 08/13/2025. The filing shows two RSU awards: 38,860 RSUs that vest in full on June 4, 2026, and 62,500 RSUs that vest ratably over three annual installments beginning March 26, 2026. Each RSU represents a contingent right to one share of common stock and was granted at a $0 price under the companys 2024 Amended & Restated Long-Term Incentive Plan.

Following the reported awards, the filing shows beneficial ownership totals of 62,872 shares after the first reported grant and 125,372 shares after the second, reflecting the directors increased potential future ownership subject to vesting.

Positive

• Time-based RSU grants totaling 101,360 units were disclosed with explicit vesting schedules, increasing director alignment with shareholders

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity awards align management with shareholders and include multi-year vesting to encourage retention.

The Form 4 discloses time-based RSU grants to a director under the LTIP, with explicit vesting dates and installment schedules. Such awards are customary for boards to link directors interests to long-term shareholder value and to retain leadership. The awards are granted at $0 price as RSUs, meaning the director will receive shares only upon vesting; the filing provides clear timelines for potential dilution and future share issuance tied to vesting events.

Securities Analyst

TL;DR: The disclosure is a standard Section 16 filing showing non-derivative RSU grants with defined vesting, not a cash transaction.

The reported transactions are non-derivative RSU awards totaling 101,360 units granted on 08/13/2025. The filing lists post-transaction beneficial ownership figures (62,872 and 125,372 shares), which help quantify the directors stake if all reported units vest. There are no option exercises, sales, or cash proceeds reported; the grants are contingent on future vesting events specified in the filing.

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^*

Frommer Richard N.

(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
	Officer (give title below)		Other (specify below)

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		38,860(1)	A	$0	62,872	D
Common Stock	08/13/2025		A		62,500(2)	A	$0	125,372	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

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, of Prairie Operating Co. ("Common Stock"). The 38,860 RSUs reported on this Form 4 will vest in full on June 4, 2026.

2. Represents RSUs granted under the LTIP. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The 62,500 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2026.

	/s/ Richard N. Frommer	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What RSU awards did Prairie Operating Co. director Richard N. Frommer receive (PROP)?

The filing reports 38,860 RSUs vesting in full on June 4, 2026 and 62,500 RSUs vesting ratably over three annual installments beginning March 26, 2026.

Do the RSU grants to Richard N. Frommer require payment?

No. Each RSU represents a contingent right to one share of common stock granted at a $0 price under the 2024 Amended & Restated LTIP.

What are the post-transaction beneficial ownership amounts reported?

The Form 4 shows beneficial ownership of 62,872 shares after the first reported grant and 125,372 shares after the second, subject to vesting.

When were the reported transactions executed?

The transactions are dated 08/13/2025 and the Form 4 was signed on 08/15/2025 by Richard N. Frommer.

Under what plan were the RSUs granted?

The RSUs were granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (LTIP).