Prairie Operating Co.
For the period ended Dec 31, 2025. Filed Apr 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Prairie Operating Co.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| ☐ | Fee paid previously with preliminary materials. |
PRAIRIE OPERATING CO.
55 Waugh Drive, Suite 400
Houston, Texas 77007
April 22, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Prairie Operating Co.:
Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Prairie Operating Co. (the “Company”) will be held on Wednesday, June 4, 2025, at 10:00 a.m. Central Time, at The Westin Oaks Houston, 5011 Westheimer At, Post Oak Blvd., Houston, Texas 77056. The Annual Meeting is being held for the following purposes:
| 1. | To elect seven members of the Company’s Board of Directors to serve until the Company’s 2026 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal; |
| 2. | To approve an amendment to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the “Long-Term Incentive Plan”) to increase the number of shares of the Company’s common stock that the Company may issue under the Long-Term Incentive Plan from 7,500,000 shares to 15,000,000 shares; |
| 3. | To ratify the selection of Ham, Langston & Brezina, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4. | To transact other such business as may properly come before the meeting and any adjournment(s) or postponement(s) thereof. |
These proposals are described in the accompanying proxy statement. The Board of Directors has fixed the close of business on April 8, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s principal executive offices for ten days prior to the Annual Meeting.
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy solicitation materials primarily via the Internet, rather than mailing paper copies of these materials to each stockholder. On or about April 22, 2025, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.
You are cordially invited to attend the Annual Meeting; however, whether or not you expect to attend the Annual Meeting in person, you are urged to submit your proxy so that your shares of stock may be represented and voted in accordance with your preferences and in order to help establish the presence of a quorum at the Annual Meeting. You can vote your shares via the Internet, by a toll-free telephone call, or by properly completing, signing and returning a hard copy of the proxy card, which can be requested by following the instructions on the Notice of Internet Availability of Proxy Materials. If you attend the Annual Meeting and would like to vote in person, you may do so even if you have already dated, signed and returned your proxy card.
If you hold your shares in street name, under the rules of various national and regional securities exchanges, brokers, banks or other nominees will not have discretion to vote your shares on the election of directors or the proposal to approve the amendment to the Long-Term Incentive Plan. We encourage you to provide voting instructions to your broker, bank or other nominee if you hold your shares in street name so that your voice is heard on such matters.
Sincerely,
/s/ Daniel T. Sweeney
Daniel T. Sweeney
Executive Vice President, General Counsel and Corporate Secretary
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025
This Notice of Annual Meeting, our Proxy Statement and the Annual Report are available on our website free of charge atwww.prairieopco.comin the “SEC Filings” subsection of the “Investor Relations” section.
YOUR VOTE IS IMPORTANT
Your vote is important. We urge you to review the accompanying proxy statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the Annual Meeting.
Table of Contents
| 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| DELIVERY OF PROXY MATERIALS | 1 |
| QUORUM AND VOTING | 2 |
| PRINCIPAL STOCKHOLDERS | 4 |
| ITEM ONE: ELECTION OF DIRECTORS | 7 |
| DIRECTORS AND EXECUTIVE OFFICERS | 8 |
| BOARD OF DIRECTORS AND COMMITTEES | 11 |
| EXECUTIVE COMPENSATION | 15 |
| DIRECTOR COMPENSATION | 24 |
| DELINQUENT SECTION 16(A) REPORTS | 24 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 24 |
| ITEM TWO: APPROVAL OF THE AMENDMENT TO THE 2024 AMENDED & RESTATED PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN | 30 |
| ITEM THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 41 |
| AUDIT MATTERS | 42 |
| ITEM FOUR: OTHER BUSINESS | 44 |
| ADDITIONAL INFORMATION | 44 |
| APPENDIX A (AMENDMENT NO. 1 TO THE 2024 AMENDED & RESTATED PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN) | A-1 |
PRAIRIE OPERATING CO.
55 Waugh Drive, Suite 400
Houston, Texas 77007
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.