Prairie Operating (PROP) EVP sees 1,223 shares withheld for taxes

Rhea-AI Filing Summary

Prairie Operating Co. executive vice president of operations Bryan Freeman reported a tax-related share disposition. On the vesting of restricted stock, 1,223 shares of common stock were withheld to cover tax withholding obligations at $1.60 per share. After this non‑market, tax-withholding transaction, Freeman directly owned 711,638 shares of Prairie Operating Co. common stock.

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^*

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)
03/05/2026

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	03/05/2026		F		1,223(1)	D	$1.6	711,638	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 shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.

	/s/ Bryan Freeman	03/09/2026
	** 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).
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FAQ

What insider transaction did Prairie Operating Co. (PROP) report for Bryan Freeman?

Prairie Operating Co. reported that EVP of Operations Bryan Freeman had 1,223 common shares withheld upon restricted stock vesting to satisfy tax withholding obligations. This non-market transaction reduced his holdings to 711,638 directly owned shares.

Was Bryan Freeman’s Prairie Operating Co. Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld upon vesting of restricted stock to cover tax obligations, a common administrative process for equity compensation.

How many Prairie Operating Co. shares were withheld for Bryan Freeman’s taxes?

A total of 1,223 Prairie Operating Co. common shares were withheld to satisfy Bryan Freeman’s tax withholding obligations triggered by the vesting of restricted stock, according to the Form 4 footnote disclosure.

How many Prairie Operating Co. shares does Bryan Freeman own after this Form 4 transaction?

After the tax-withholding disposition, Bryan Freeman directly owns 711,638 Prairie Operating Co. common shares. This figure reflects his holdings immediately following the restricted stock vesting and related share withholding.

What price per share was used in Bryan Freeman’s Prairie Operating Co. tax-withholding transaction?

The Form 4 reports a price of $1.60 per Prairie Operating Co. common share for the 1,223 shares withheld. This price is used to determine the value of shares applied toward his tax withholding obligations.