Prairie Operating Co. — Director's Dealing 2024

Jun 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prairie Operating Co. (PROP)
CIK: 0001162896
Period of Report: 2024-06-12

Reporting Person: Freeman Bryan (Exec VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-12	Common Stock	A	47963	—	Acquired	147963	Direct
2024-06-12	Common Stock	S	852	$12.85	Disposed	147111	Direct
2024-06-14	Common Stock	S	1985	$10.98	Disposed	145126	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-12	Performance Units	$	A	31976	Acquired		Common Stock (31976)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs") granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive, upon vesting, one share of common stock, par value $0.01 per share, of the Issuer ("Common Stock"). The 47,963 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 5, 2025.

F2: Represents shares of Common Stock sold to cover tax withholding obligations.

F3: The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transaction prices ranging from $12.75 to $13.18, inclusive. The reporting person undertakes to provide to Prairie Operating Co. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes (3) and (4) to this Form 4.

F4: The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.90 to $11.01, inclusive.

F5: Represents an award of performance units representing a contingent right to receive one share of Common Stock per performance unit. Between 0% 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, 2024 and ending on December 31, 2026 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).