{"url_path":"/sec/prop/8-k/2026-06-25/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1162896/0001140361-26-026324-index.html","accession_number":"0001140361-26-026324","cik":"0001162896","ticker":"PROP","issuer_name":"Prairie Operating Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1162896/0001140361-26-026324-index.html","primary_entity_key":"0001162896","primary_entity_name":"Prairie Operating Co."},"word_count":1223,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain\nOfficers.\n\nOn June 23, 2026, the Board of Directors (the “Board”) of Prairie Operating Co. (the “Company”) appointed (i) Gregory S. Patton, the Company’s\nExecutive Vice President and Chief Financial Officer, to serve as Chief Executive Officer of the Company and as a member of the Board and (ii) Michael Shelly to serve as Executive Vice President and Chief Financial Officer of the Company.\n\nGregory S. Patton, age 40, has served as the Executive Vice President and Chief Financial Officer of the Company since April 2025. Prior to that, Mr.\nPatton served as the Company’s Executive Vice President, Commercial Development from November 2024 through March 2025, and he began his employment with the Company in March 2024. Prior to joining the Company, Mr. Patton served as CFO of Trigger\nEnergy, LLC, an oil field service company, from November 2022 until March 2024. Prior to that, Mr. Patton served as Senior Vice President, Corporate Development and Finance of Great Western Petroleum, LLC, a private oil and gas company, from May\n2015 until its sale to PDC Energy Inc. in May 2022, and afterward, pursued personal ventures until he began serving as CFO for Trigger Energy in November 2022. Prior to that, Mr. Patton served as Manager at Opportune, LLP., a consulting firm, from\nMay 2011 to May 2015, and Ernst and Young, prior to May 2011. Mr. Patton received his Bachelor’s and Master’s Degree in Accounting from the University of Denver.\n\nMichael Shelly, age 50, served as a Managing Director within Citigroup Inc.'s Natural Resources Investment Banking Group from January 2019 through June\n2026, most recently serving as the head of its Denver and Calgary offices. Prior to that, Mr. Shelly held multiple roles of increasing responsibility within Citigroup's Global Investment Bank since joining the firm as an intern in June 2005. Prior\nto joining Citigroup Inc., Mr. Shelly served as a Financial Analyst for Intel Corporation from January 1999 to May 2004. Mr. Shelly holds a Master of Business Administration with Concentrations in Finance and Accounting from the University of\nChicago Booth School of Business and a Bachelor of Science in Business Administration with a Minor in Economics from California State University, Chico.\n\nAppointment of Chief Executive Officer\n\nIn connection with the appointment of Gregory S. Patton as Chief Executive Officer of the Company, the Company’s wholly owned subsidiary, Prairie\nOperating Employee Co., LLC (the “Subsidiary”), entered into an amended and restated employment agreement with Mr. Patton (the “Patton Employment Agreement”). Pursuant to the Patton Employment Agreement, the Company will pay Mr. Patton an\nannualized base salary of not less than $625,000 (the “Patton Base Salary”). Additionally, for each calendar year, Mr. Patton will be eligible for bonus compensation with a target amount equal to 100% of the Patton Base Salary or such other\npercentage of the Patton Base Salary as determined by the Compensation Committee of the Board or the Board for the applicable calendar year.\n\nFurther, pursuant to the Patton Employment Agreement, Mr. Patton’s annual target opportunity under the Company’s Long Term Incentive Plan (the “LTIP”)\nwill have a grant date fair value not less than 300% of the Patton Base Salary.\n\nAdditionally, in connection with such appointment, the Company entered into equity award agreements with Mr. Patton pursuant to which Mr. Patton was\ngranted an equity award consisting of 850,000 shares of the Company’s common stock, comprised of: (A) 425,000 performance-based restricted stock units, which vest upon the achievement of certain stock price milestones set forth in the Performance\nUnit Award Agreement between the Company and Mr. Patton (the “Patton Performance Award Agreement”); and (B) 425,000 time-based restricted stock units, which vest over a three year period in accordance with the vesting schedule set forth in the\nRestricted Stock Unit Award Agreement between the Company and Mr. Patton.\n\nThe foregoing descriptions of the Patton Employment Agreement and the Patton Performance Award Agreement are not complete and are qualified in their\nentirety by reference to the full text of the Patton Employment Agreement and the Patton Performance Award Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by\nreference.\n\nAppointment of Executive Vice President and Chief Financial Officer\n\nIn connection with the appointment of Michael Shelly as Executive Vice President and Chief Financial Officer of the Company, the Subsidiary entered\ninto an employment agreement with Mr. Shelly (the “Shelly Employment Agreement”). Pursuant to the Shelly Employment Agreement, the Company will pay Mr. Shelly an annualized base salary of not less than $525,000 (the “Shelly Base Salary”).\nAdditionally, for each calendar year, Mr. Shelly will be eligible for bonus compensation with a target amount equal to 100% of the Shelly Base Salary or such other percentage of the Shelly Base Salary as determined by the Compensation Committee of\nthe Board or the Board for the applicable calendar year.\n\nFurther, pursuant to the Shelly Employment Agreement, Mr. Shelly’s annual target opportunity under the LTIP will have a grant date fair value not less\nthan 300% of the Shelly Base Salary.\n\nAdditionally, in connection with such appointment, the Company entered into equity award agreements with Mr. Shelly pursuant to which Mr. Shelly was\ngranted an equity award consisting of 1,400,000 shares of the Company’s common stock, comprised of: (A) 560,000 performance-based restricted stock units, which vest upon the achievement of the Company’s relative total shareholder return in\ncomparison to the total shareholder return performance of the Company’s peer group as set forth in the Performance Unit Award Agreement between the Company and Mr. Shelly; and (B) 840,000 time-based restricted stock units, which vest ratably over a\nthree year period in accordance with the vesting schedule set forth in the Restricted Stock Unit Award Agreement between the Company and Mr. Shelly.\n\nThe foregoing description of the Shelly Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the\nShelly Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nThere are no arrangements or understandings between either Mr. Patton or Mr. Shelly and any other person pursuant to which Mr. Patton or Mr. Shelly was\nselected as a director or officer of the Company, as applicable. There are no family relationships between either Mr. Patton or Mr. Shelly and any director or executive officer, or person nominated or chosen by the Company to become a director or\nexecutive officer, of the Company. There are no transactions between either Mr. Patton or Mr. Shelly and the Company that would be reportable under Item 404(a) of Regulation S-K.\n\nAmendments to 2025 PSU Awards\n\nOn June 23, 2026, the Compensation Committee of the Board also approved amendments to the PSU awards granted on August 13, 2025 (the “2025 PSUs”) and\nheld by the Company’s executive officers, including Mr. Patton, to provide that the “Initial Value” of the Company’s common stock for purposes of determining total shareholder return under those awards is $2.75 per share. Except as so amended, the\n2025 PSUs continue to measure performance based on the Company’s relative total shareholder return over the three-year performance period beginning January 1, 2025, and ending December 31, 2027."}