Form 8-K

8-K — Prairie Operating Co.

Accession: 0001140361-26-026324

Filed: 2026-06-25

Period: 2026-06-23

CIK: 0001162896

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ef20076789_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ef20076789_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (ef20076789_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (ef20076789_ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20076789_8k.htm · Sequence: 1

false0001162896NASDAQ00011628962026-06-232026-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 23, 2026

Prairie Operating Co.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41895

98-0357690

(Commission File Number)

(IRS Employer Identification No.)

55 Waugh Drive

Suite 400

Houston, TX

77007

(Address of Principal Executive Offices)

(Zip Code)

(713) 766-1200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

PROP

The Nasdaq Stock Market LLC

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On June 23, 2026, the Board of Directors (the “Board”) of Prairie Operating Co. (the “Company”) appointed (i) Gregory S. Patton, the Company’s

Executive 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.

Gregory 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.

Patton 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

Energy, 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

2015 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

May 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.

Michael Shelly, age 50, served as a Managing Director within Citigroup Inc.'s Natural Resources Investment Banking Group from January 2019 through June

2026, 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

to 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

Chicago Booth School of Business and a Bachelor of Science in Business Administration with a Minor in Economics from California State University, Chico.

Appointment of Chief Executive Officer

In connection with the appointment of Gregory S. Patton as Chief Executive Officer of the Company, the Company’s wholly owned subsidiary, Prairie

Operating 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

annualized 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

percentage of the Patton Base Salary as determined by the Compensation Committee of the Board or the Board for the applicable calendar year.

Further, pursuant to the Patton Employment Agreement, Mr. Patton’s annual target opportunity under the Company’s Long Term Incentive Plan (the “LTIP”)

will have a grant date fair value not less than 300% of the Patton Base Salary.

Additionally, in connection with such appointment, the Company entered into equity award agreements with Mr. Patton pursuant to which Mr. Patton was

granted 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

Unit 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

Restricted Stock Unit Award Agreement between the Company and Mr. Patton.

The foregoing descriptions of the Patton Employment Agreement and the Patton Performance Award Agreement are not complete and are qualified in their

entirety 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

reference.

Appointment of Executive Vice President and Chief Financial Officer

In connection with the appointment of Michael Shelly as Executive Vice President and Chief Financial Officer of the Company, the Subsidiary entered

into 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”).

Additionally, 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

the Board or the Board for the applicable calendar year.

Further, pursuant to the Shelly Employment Agreement, Mr. Shelly’s annual target opportunity under the LTIP will have a grant date fair value not less

than 300% of the Shelly Base Salary.

Additionally, in connection with such appointment, the Company entered into equity award agreements with Mr. Shelly pursuant to which Mr. Shelly was

granted 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

comparison 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

three year period in accordance with the vesting schedule set forth in the Restricted Stock Unit Award Agreement between the Company and Mr. Shelly.

The foregoing description of the Shelly Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the

Shelly Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

There 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

selected 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

executive 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.

Amendments to 2025 PSU Awards

On 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

held 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

2025 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.1

Amended and Restated Employment Agreement, dated June 23, 2026, by and between Prairie Operating Employee Co., LLC and Gregory S. Patton.

10.2

Performance Unit Award Agreement, dated June 23, 2026, by and between Prairie Operating Co. and Gregory S. Patton.

10.3

Employment Agreement, dated June 23, 2026, by and between Prairie Operating Employee Co., LLC and Michael Shelly.

104

Cover Page Interactive Data File-formatted as Inline XBRL.

*The exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date: June 25, 2026

Prairie Operating Co.

By:

/s/ Daniel T. Sweeney

Name:

Daniel T. Sweeney

Title:

Executive Vice President, General Counsel

and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ef20076789_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made

and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gregory S. Patton (“Executive”),

effective as of June 23, 2026 (the “Effective Date”). This Agreement amends, restates, supersedes and replaces that certain Amended and Restated Employment Agreement,

dated effective as of August 13, 2025, between Executive and the Company (the “Prior Agreement”).

1. Employment. During the Employment Period (as defined in Section 4),

the Company shall employ Executive, and Executive shall serve, as and Chief Executive Officer of the Company and of Prairie Operating Co., a Delaware corporation (the “Parent”).

Executive shall report directly to, and, during the Employment Period shall serve as a member of, the Parent’s Board of Directors (the “Board”).

2. Duties and Responsibilities.

(a) Executive’s duties and responsibilities

shall include those commensurate with and normally incidental to the position identified in Section 1, as well as providing services commensurate with such position to the Company and

to the Parent’s other direct and indirect subsidiaries as may exist from time to time (collectively, the Company, the Parent, and the Parent’s other direct and indirect subsidiaries, the “Company Group”) in addition to the Company.

(b) Executive may engage in personal

investment, charitable, civic, and other activities, so long as such activities do not materially interfere with Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement.

principal work location shall be Denver, Colorado. During the Employment Period, Executive’s principal work city may be changed only with the prior written agreement of Executive.

3. Compensation.

(a) Base Salary. During the Employment Period (and with retroactive effect to January 1, 2026), the Company shall pay to Executive an annualized base salary of $625,000 (the “Base Salary”)in consideration for Executive’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated

employees as may exist from time to time, but no less frequently than monthly. The Board shall review the Base Salary for potential increases (but in any event no decreases) no less frequently than annually on or before March 31st of each

calendar year, with the first such review to occur by no later than March 31, 2027, and any increase to be effective as of January 1 of the calendar year in which such review occurs (or such earlier date as the Board may determine).

(b) Annual Bonus. For each calendar year during the Employment Period, Executive shall be eligible for bonus compensation (the “Annual Bonus”)

with a target amount equal to one hundred percent (100%) of Executive’s Base Salary or such other percentage of Executive’s Base Salary as determined by the Compensation Committee of the Board (the “Compensation Committee”) or the Board for the applicable calendar year (the “Target Annual Bonus”). The amount of Annual Bonus

for each calendar year shall be determined by the Compensation Committee or the Board. The Target Annual Bonus for each calendar year and the target goals applicable to each Annual Bonus shall be established by the Compensation Committee or

the Board within thirty (30) days following the start of the calendar year. Each Annual Bonus shall be paid as soon as administratively feasible after the Compensation Committee and the Board certifies the amount of any Annual Bonus, but in no

event later than ninety (90) days following the end of such calendar year.

(i) Executive shall be

eligible to participate in the Parent’s Long Term Incentive Plan (the “LTIP”) as established by the Parent’s Board of Directors and as may be amended from time to

time. For each calendar year during the Employment Period, Executive's target annual LTIP opportunity shall have a grant date fair value not less than three hundred percent (300%) of Executive's Base Salary (the “Target Annual LTIP”), to be allocated equally between performance-based restricted stock units and time-based restricted stock units. The Target Annual LTIP shall first be evaluated by the

Compensation Committee in March 2027 and annually thereafter.

(ii) In connection

with the execution of this Agreement, the Company will recommend to the Compensation Committee that Executive receive an equity award with respect to 850,000 shares of the Parent’s common stock (the “Promotion Equity Award”), comprised of: (A) 425,000 performance-based restricted stock units (“PSUs”), which shall vest upon the

achievement of stock price milestones of $4.50 and $6.50 per share, with the achievement of each such stock price milestones to be determined based on the volume-weighted average price (VWAP) of the Parent’s common stock over the trailing

twenty (20) consecutive trading days ending on the applicable determination date, and with the specific terms and conditions (including any service-based vesting conditions) to be set forth in the applicable award agreement; and (B) 425,000

time-based restricted stock units (“RSUs”), which shall vest in accordance with the vesting schedule set forth in the applicable award agreement. The Promotion

Equity Award shall be subject to the terms and conditions of the LTIP and the applicable award agreements approved by the Compensation Committee.

4. Term of Employment. Executive’s employment pursuant to this Agreement shall begin on the Effective Date and continue until such

date as Executive’s employment hereunder is terminated in accordance with Section 7. The period from the Effective Date through the date of the termination of Executive’s employment

pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”

5. Business Expenses. Subject to Section 18, the Company shall reimburse Executive for Executive’s out-of-pocket business-related expenses

incurred in the performance of Executive’s duties under this Agreement. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of Executive’s claim for such expense reimbursement (but

in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurred by Executive).

6. Benefits. During the Employment Period, Executive shall be eligible to participate in the same benefit plans and programs in which other executive-level Company employees are eligible to participate,

subject to the terms and conditions of the applicable plans and programs in effect from time to time. No such benefit plans or programs may be withdrawn, altered or reduced without the prior written agreement of Executive.

7. Termination of Employment.

(a) Company’s Right to Terminate Executive’s Employment for Cause. The Company shall have the right to terminate Executive’s employment hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean:

(i) Executive’s willful or continued failure to perform Executive’s duties;

(ii) Executive’s willful failure to comply with any valid and legal directive of the Board;

(iii) Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or its parent or affiliates;

(iv) Executive’s embezzlement, misappropriation of funds, or fraud with respect to the Company or its parent or affiliates;

(v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) Executive’s material violation of the Company’s written policies or codes of conduct; or

(vii) Executive’s material breach of any material obligation under this Agreement or any other written agreement between Executive and the Company or its parent or affiliates.

For purposes of this provision, no act or failure to act on the part of Executive shall be considered “willful” unless it is

done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company.

With respect to an act described by clauses (i), (ii), and (vii), Executive shall have ten (10) business days from the

delivery of written notice by the Company within which to cure any such acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive

notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect.

(b) Company’s Right to Terminate Other than for Cause. The Company shall have the right to terminate Executive’s employment for convenience at any time and for any reason, or no reason at all, upon thirty (30) days’ advance

written notice to Executive.

(c) Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s prior written consent:

(i) a material diminution in Executive’s (A) Base Salary, (B) Target Annual Bonus, (C) annual LTIP, or (D) benefits made available to Executive by any member of the Company Group;

provided, however, that a material decrease in an element of compensation represented by either (A), (B), (C), or (D) of this paragraph that is offset by a corresponding increase or increases in the other element(s) of compensation shall not

be deemed a condition for Good Reason so long as the Executive’s aggregate compensation from all such elements of compensation is not materially diminished;

(ii) a material

diminution in Executive’s title, reporting relationship, authority, duties, or responsibilities with the Company or any other member of the Company Group (other than temporarily, while Executive is physically or mentally incapacitated or as

required by applicable law);

(iii) a material breach

by the Company of any of its obligations under this Agreement; or

(iv) the relocation of

the geographic location of Executive’s principal place of employment by more than forty (40) miles.

Notwithstanding the foregoing provisions of this Section 7(c) or any other

provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (x) Executive must provide written notice to the

Company of the existence of the circumstances providing grounds for Good Reason in accordance with Section 16 within ninety (90) days of the initial existence of such grounds, (y) the Company has had at least thirty (30) days from the

date on which such notice is provided to cure such circumstances, and (z) Executive terminates employment for Good Reason within one hundred and eighty (180) days after the first occurrence of the applicable grounds.

(d) Executive’s Right to Terminate for Convenience. In addition to Executive’s right to terminate Executive’s employment for Good Reason, Executive shall have the right to terminate Executive’s employment with the Company

for convenience at any time and for any other reason, or no reason at all, upon written notice to the Company.

(e) Effect of Termination.

(i) If Executive’s

employment hereunder is terminated by either party for any reason, or no reason at all, or as a result of Executive’s death, Executive (or Executive’s estate and heirs in the event of Executive’s death) shall be entitled to: (A) any earned but

unpaid Base Salary earned during the Employment Period and applicable to all pay periods prior to the date on which Executive’s employment terminates (the “Termination Date”);

(B) any Annual Bonuses earned but unpaid for any calendar years prior to the calendar year in which the Termination Date occurs; (C) any LTIP awards that have vested but have not yet been settled; (D) any unreimbursed business expenses incurred

pursuant to Section 5; and (E) any employee benefits to which Executive may be entitled under the Company Group’s employee benefit plans or programs in which Executive participates as

of the Termination Date (collectively, the “Accrued Rights”).

(ii) If Executive’s

employment hereunder is terminated by the Company without Cause pursuant to Section 7(b), or by Executive for Good Reason pursuant to Section

7(c), then so long as Executive executes on or before the Release Expiration Date (as defined below), and does not revoke within any time provided by the Company to do so, a release of claims Executive may have against the

Company or any other member of the Company Group and arising out of Executive’s employment, in a form reasonably acceptable to the Company and Executive (the “Release”),

which Release shall exclude all claims to the Accrued Rights, the Severance Payment and the COBRA Benefit hereunder, then the Company shall, in addition to the Accrued Rights: (1) pay to Executive (or Executive’s estate and heirs in the event

of Executive’s death) a severance payment in a total amount equal to two times (2X) (or, if the effective date of Executive’s termination of employment occurs on or within twelve (12) months following a Change of Control (as defined below), a

total amount equal to three times (3X)) the sum of: (x) the Base Salary and (y) the Target Annual Bonus (such total amount, the “Severance Payment”), (2) make

available the COBRA Benefit (as defined below) and (3) pay to Executive (or Executive’s estate and heirs in the event of Executive’s death) a pro-rata Annual Bonus for the year in which the Termination Date occurs in an amount equal to the

Target Annual Bonus for the year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of days in the calendar year in which the Termination Date occurs on which Executive was employed by the

Company and the denominator of which is 365 (the “Pro Rata Bonus”). The Severance Payment and the Pro Rata Bonus will be paid in a single lump sum on the Company’s

first regularly scheduled pay date that is on or after the date that is sixty (60) days after the Termination Date. As used herein, a “Change of Control” means the

occurrence of any of the following events:

(A) the consummation

of an agreement to acquire or a tender offer for beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity of 50% or more of either (x) the then outstanding

equity securities (the “Outstanding Securities”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally

in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (A), the following shall not constitute a Change of Control: (I) any acquisition directly from the Company, (II) any acquisition

by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (IV) any acquisition by any entity pursuant to a transaction that complies

with clauses (I), (II) and (III) of paragraph (C) below;

(B) individuals who

constitute the Incumbent Board (as defined below) cease for any reason to constitute at least a majority of the Board;

reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity (a “Business

Combination”), in each case, unless, following such Business Combination, (I) the Outstanding Securities and Outstanding Company Voting Securities immediately prior to such Business Combination represent or are converted into or

exchanged for securities which represent or are convertible into more than 50% of, respectively, the then outstanding equity interests and the combined voting power of the then outstanding voting securities entitled to vote generally in the

election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company, or all or substantially

all of the Company’s assets either directly or through one or more subsidiaries), (II) no person or entity (excluding any employee benefit plan (or related trust) of the Company or the entity resulting from such Business Combination)

beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding equity interests of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities

entitled to vote generally in the election of directors or other governing body of such entity except to the extent that such ownership results solely from ownership of the Company that existed prior to the Business Combination, and (III) at

least a majority of the members of the board of directors or similar governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the

action of the Board, providing for such Business Combination; or

(D) approval by the

equity holders of the Company of a complete liquidation or dissolution of the Company.

For purposes of an award under the LTIP (an “Award”) that provides

for a deferral of compensation under the Nonqualified Deferred Compensation Rules (as defined below), to the extent the impact of a Change of Control on such Award would subject Executive to additional taxes under the Nonqualified Deferred

Compensation Rules, a Change of Control for purposes of such Award will mean both a Change of Control and a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a

corporation” within the meaning of the Nonqualified Deferred Compensation Rules.

As used herein, “Incumbent Board” means the portion of the Board constituted of the

individuals who are members of the Board as of the Effective Date, and any individual who becomes a director of the Company after the Effective Date and whose election or appointment by the Board or nomination for election by the Company’s

equityholders was approved by a vote of at least a majority of the directors then constituting the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or

threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Incumbent Board; and “Nonqualified Deferred Compensation Rules” means the limitations or requirements of Section 409A of the Code (as such terms are defined below) and the guidance and regulations promulgated

thereunder.

(iii) If Executive’s

termination gives rise to Executive being eligible for the Severance Payment, then for the portion of the eighteen (18)-month period following the Termination Date (the “Reimbursement

Period”) that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985

(“COBRA”), the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such

coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA

Benefit”). Each payment of the COBRA Benefit shall be paid to Executive on the Company’s first regularly scheduled pay date in each calendar month. Executive shall be eligible to receive such reimbursement payments until the

earliest of: (A) the last day of the Reimbursement Period; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage.

(iv) As used herein,

the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Executive (which shall

occur no later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age

Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.

(f) Upon the termination of Executive’s

employment for any reason, Executive shall be deemed to have automatically resigned, effective as of the Termination Date, from all officer and director positions Executive then holds with the Parent and each other member of the Company Group.

Executive shall promptly execute and deliver to the Company any documents or instruments that the Company may reasonably request to confirm or effectuate any such resignations, and Executive hereby grants an irrevocable power of attorney to the

Company and its designees to execute any such documents or instruments on Executive’s behalf in the event Executive fails to do so within five (5) business days following the Termination Date.

(g) Notwithstanding anything to the

contrary in the Plan or in Executive’s RSU or PSU grant agreements, if Executive’s employment is terminated by the Company without Cause (i) at any time after the Company’s signature of definitive documentation pursuant to which a Change of

Control subsequently occurs, but prior to the Company’s consummation or closing of such Change of Control, or (ii) the Company executes such definitive documentation with a prospective buyer or Business Combination partner within one hundred

eighty (180) days after Executive’s termination without Cause and such definitive documentation results in a consummated Change of Control, Executive shall receive the same benefits, including accelerated vesting and Change of Control treatment

of Executive’s units, as described in the applicable RSU and PSU agreements and the Plan, as if Executive had remained continuously employed through the closing of such Change of Control.

8. Confidentiality.

(a) In the course of Executive’s employment

with the Company and the performance of Executive’s duties on behalf of the Company Group hereunder, Executive will be provided with, and will have access to, Confidential Information (as defined below). Both during the Employment Period and

thereafter, except as expressly permitted by this Agreement or by the Company, Executive shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company

Group.

(b) Notwithstanding any provision of Section 8(a) to the contrary, Executive may make the following disclosures and uses of Confidential Information:

(i) disclosures to

other employees of a member of the Company Group who have a need to know the information in connection with the businesses of the Company Group;

(ii) disclosures to

customers, suppliers or other third parties when, in the belief of Executive, such disclosure is in connection with Executive’s performance of Executive’s duties under this Agreement and is in the interests of the Company Group;

(iii) disclosures and

uses that are approved in writing by the Company; or

(iv) disclosures to a

person or entity that has been retained by a member of the Company Group to provide services to one or more members of the Company Group.

(c) “Confidential Information” means all competitively valuable and non-public, proprietary or confidential information of the Company Group that is conceived, made, developed or acquired by or disclosed

to Executive during the period that Executive is employed by the Company or any other member of the Company Group. For purposes of this Agreement, Confidential Information shall not include any information that: (i) is gained from Executive’s

industry experience or constitutes Executive’s general mental impressions; (ii) is or becomes generally available to the public or to other entities within the Company Group’s industry other than as a result of a disclosure or wrongful act of

Executive; (iii) was available to Executive on a non-confidential basis before its disclosure by a member of the Company Group; or (iv) becomes available to Executive on a non-confidential basis from a source other than a member of the Company

Group.

(d) Notwithstanding the foregoing,

nothing in this Agreement shall prohibit or restrict Executive from using his general industry knowledge or from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be

provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any such governmental authority; (iii)

testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions

of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

(A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the

individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under

seal. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in this paragraph or to notify the Company that Executive has engaged in any such conduct.

9. Arbitration.

(a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the

Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section

9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The

Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and

evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific

performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative

capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon

the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party

receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such

arbitration and associated judgment. The Company agrees that it shall be responsible for paying for the initial filing fees and costs for any arbitration filed by Executive pursuant to this Agreement.

(b) By entering into this Agreement and

entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO

A JURY TRIAL.

(c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation

initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state

or other governmental administrative agency.

10. Withholdings; Deductions. The Company may withhold and deduct from any benefits and payments made or to be made pursuant to

this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Executive.

11. No Mitigation or Set-off. The Company’s obligation to make the payments provided for in Section 7 of this Agreement and

otherwise to perform its obligations thereunder shall not be affected by or subject to any set-off counterclaim, recoupment, defense, or other claim, right or action which the Company may have against Executive or others, nor shall Executive

have any obligation to seek employment to mitigate damages therefor.

12. Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no

way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references to laws, regulations, contracts, documents, agreements and instruments refer to such laws, regulations, contracts, documents,

agreements and instruments as they may be amended, restated or otherwise modified from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or

regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular

provision hereof. Unless the context requires otherwise, the word “or” is not exclusive. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

13. Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would

result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 9 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum and venue of the state and federal courts (as

applicable) located in Harris County.

14. Entire Agreement and Amendment. This Agreement, together with the LTIP, contains the entire agreement of the parties with

respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings (including the Prior Agreement and any offer letter or similar agreement), oral or written, between the parties hereto concerning the

subject matter hereof. This Agreement may be amended only by a written instrument executed by both parties hereto.

15. Waiver of Breach. Any waiver of this Agreement must be executed by the party to be bound by such waiver. No waiver by either party hereto of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be

performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to

take any action by reason of any breach will not deprive such party of the right to take action at any time.

16. Assignment, Successors and Binding Effect. Neither this Agreement nor any rights or obligations hereunder shall be assignable

or otherwise transferred by either party without the prior written consent of the other party. The Company will require any successor, whether direct or indirect, by acquisition, merger, consolidation or otherwise to all or substantially all

of the business and/or assets of the Company, as the case may be, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company is required to perform it. Failure of the Company to obtain such

assumption and agreement prior to a Change of Control shall be a breach of this Agreement. This Agreement shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators,

successors, heirs, devisees and legatees.

17. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when

delivered in person, (b) on the first business day after such notice is sent by express overnight courier service, or (c) on the second business day following deposit with an internationally-recognized second-day courier service with proof of

receipt maintained, in each case, to the following address, as applicable:

If to the Company, addressed to:

Prairie Operating Employee Co., LLC

55 Waugh Drive, Suite 400

Houston, Texas 77007

Attention: Chair, Board of Directors

If to Executive, addressed to:

At the most recent home address for Executive in the Company’s personnel files

18. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or facsimile, each of

which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one

party, but together signed by both parties hereto.

19. Section 409A.

(a) Notwithstanding any provision of this

Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the

applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and

administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from

Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of

Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.

(b) To the extent that any right to

reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than

the last day of Executive’s taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and

(iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any

arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.

this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the

date of Executive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or

benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this

Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account

of non-compliance with Section 409A.

20. Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as

defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would

constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and

benefits received by Executive from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and

benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under

Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or

benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any

benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax)

shall be made at the expense of the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to the consummation of the applicable change in control transaction, and the

applicable independent accountants, law firm, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) as part of its analysis. If a reduced payment

or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one

dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section

20 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code.

21. Clawback. To the extent required by company policy, applicable law, government regulation or any applicable securities exchange listing standards, amounts paid or payable under this Agreement or the

LTIP shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company or any other applicable member of the Company Group including pursuant to applicable law, government regulation or applicable

securities exchange listing requirements, which clawback policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement or the LTIP. The Company and each member of the Company Group reserves

the right, without the consent of Executive, to adopt any such clawback policies and procedures that are consistent with the preceding sentence, including such policies and procedures applicable to this Agreement and the LTIP with retroactive

effect.

22. Effect of Termination. The provisions of Sections 7, 8 and 9 and those provisions necessary to interpret and enforce them shall survive any termination of this Agreement and any termination of the employment relationship between Executive and the

Company.

23. Severability. If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or

unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

Remainder of Page Intentionally Blank;

Signature Page Follows

Executive and the Company each have caused this Agreement to be executed and effective as of the Effective Date.

EXECUTIVE

/s/ Gregory S. Patton

Gregory S. Patton

PRAIRIE OPERATING EMPLOYEE CO., LLC

By:

/s/ Erik Thoresen

Name:

Erik Thoresen

Title:

Chairman of the Board

Signature Page to Amended and Restated Employment Agreement

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: ef20076789_ex10-2.htm · Sequence: 3

Exhibit 10.2

2024 AMENDED &

RESTATED PRAIRIE

OPERATING CO. LONG-

TERM INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of June 23, 2026 (the “Date of Grant”), by PRAIRIE OPERATING CO., a Delaware corporation (“Company”), to Gregory Patton (“Employee”).

1. Award. Company hereby grants Employee an award (this “Award”) of an aggregate of 425,000 performance units (each, a “Performance Unit”) in respect of the performance period

beginning on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance Period”). This Award is subject to Employee’s acceptance of and agreement to all the applicable terms, conditions and restrictions described in this Agreement and the 2024 Amended & Restated Long-Term Incentive

Plan (as it may be amended from time to time, the “Plan”). A copy of the Plan is available upon request. Except as provided below, to the extent that any

provision of this Agreement conflicts with the terms of the Plan, Employee acknowledges and agrees that the terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement shall be deemed amended so as to carry out

the purpose and intent of the Plan. The Performance Units contemplated herein are described in the Plan as Restricted Stock Units subject to restrictions that lapse based on the achievement of performance goals pursuant to Section 6(a) of the Plan.

2. Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in

the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a) “Cause” means “Cause” as defined in the employment agreement between Employee and Company or one of its Affiliates, or if “Cause” is not defined in such employment agreement or in the

absence of such employment agreement, “Cause” means the occurrence of any of the following events, as reasonably determined by the Committee or its delegate: (i) Employee’s willful or continued failure to perform his or her duties; (ii)

Employee’s willful failure to comply with any valid and legal directive of the Board; (iii) Employee’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or any of its

Affiliates; (iv) Employee’s embezzlement, misappropriation of funds, or fraud with respect to the Company or any of its Affiliates; (v) Employee’s conviction of, or plea of guilty or nolo contendere to, a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) Employee’s material violation of the Company’s written policies or code

of conduct; or (vii) Employee’s material breach of any obligation under this Agreement or any other written agreement between Employee and the Company or its Affiliates.

Performance Unit Award Agreement

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Date of Grant: June 23, 2026

Gregory S. Patton

(b) “Change in Control Period” means the 24-month period beginning on the date on which occurs a Change in Control.

(c) “Disability” means “Disability” as defined in the employment agreement between Employee and Company, or if “Disability” is not defined in such employment agreement or in the absence of

such employment agreement, “Disability” means Employee’s inability to engage in any substantial gainful activity necessary to perform his or her duties hereunder by reason of any medically determinable physical or mental impairment which can be

expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months. Employee agrees to submit to such medical examinations as may be necessary to determine whether a

Disability exists, pursuant to such reasonable requests as may be made by the Company from time to time. Any determination as to the existence of a Disability will be made by a physician selected by the Company.

(d) “Good Reason” means “Good Reason” as defined in the employment agreement between

Employee and Company or one of its Affiliates, or if “Good Reason” is not defined in such employment agreement or in the absence of such employment agreement, “Good Reason” means any of the following, but only if occurring without Employee’s

written consent: (i) a material diminution in Employee’s base salary or target bonus opportunity (other than a general reduction that in salary or target bonus opportunity, as applicable, that affects all similarly situated employees

in substantially the same proportions); (ii) a material diminution in Employee’s authority, duties, or responsibilities (other than temporarily, while Employee is physically or mentally incapacitated or as required by applicable law); or (iii)

the relocation of Employee’s principal office to an area more than fifty (50) miles from its location immediately prior to such relocation; provided, however, that Good Reason shall not occur unless (x) Employee has provided written notice to

the Company of the existence of the circumstances providing grounds for Good Reason within forty-five (45) days of the initial existence of such grounds, (y) the Company or applicable Affiliate has had at least thirty (30) days from the date on

which such notice is provided to cure such circumstances, and (z) Employee terminates employment for Good Reason within 90 days after the first occurrence of the applicable grounds.

(e) “Involuntary Termination” means a termination of Employee’s employment by the Company and its Affiliates without Cause, or Employee’s voluntary termination of employment with the Company

and each of its Affiliates for Good Reason.

3. Overview of Performance Units.

(a) Performance Units Generally. Each Performance Unit represents an unfunded, unsecured right to receive one share of common stock, par value $0.01, of the Company (“Stock”), subject to the terms and conditions of this Agreement. Employee’s right to receive Stock in respect of Performance Units is generally contingent, in whole or in part, upon (i)

the achievement of the Stock Price Hurdles set forth in Section 4 below and (ii) except as provided in Section 5, Employee’s continued employment with the Company or one of its Affiliates through the applicable Measurement Date.

Performance Unit Award Agreement

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Date of Grant: June 23, 2026

Gregory S. Patton

(b) Dividend Equivalents. With respect to each outstanding Performance Unit, the Company shall credit a book entry account with an amount equal to the amount of any ordinary cash dividend declared and

paid on one share of Stock. The amount credited to such book entry account shall be payable to Employee at the same time or times, and subject to the same terms and conditions as are applicable to, Employee’s Performance Units; provided, that, if more than the Performance Units shall become payable in accordance with this

Agreement, the maximum amount payable in respect of such dividend equivalents shall be the amount credited to Employee’s book entry account. Dividends and distributions payable on Stock other than in cash will be addressed in accordance with Section 8 hereof.

4. Stock Price Hurdles.

(a) The Performance Units shall be

divided into two equal tranches, each consisting of 212,500 Performance Units, and shall become Earned Performance Units, subject to Employee’s continued employment with the Company or one of its Affiliates through the applicable Measurement

Date (except as provided in Section 5), as follows:

the first tranche of 212,500 Performance Units shall become Earned Performance Units upon the first occurrence during the Performance Period of the Stock Price equaling or

exceeding $4.50 per share (the “First Stock Price Hurdle”), determined as of a Measurement Date, and

ii.

the second tranche of 212,500 Performance Units shall become Earned Performance Units upon the first occurrence during the Performance Period of the Stock Price equaling or

exceeding $6.50 per share (the “Second Stock Price Hurdle,” and together with the First Stock Price Hurdle, each a “Stock Price Hurdle”), determined as of a Measurement Date.

(b) No partial or interpolated vesting

shall occur with respect to either tranche. Following the attainment of a Stock Price Hurdle, subsequent declines in Stock Price shall not reverse vesting already achieved with respect to the applicable tranche. Unless an earlier date applies

pursuant to Section 5, payment in respect of Earned Performance Units shall be made within thirty (30) days following the Measurement Date on which the applicable Stock Price Hurdle is first attained. Any Performance Units that have not become

Earned Performance Units on or before the last day of the Performance Period shall automatically be forfeited for no consideration, and the Award shall thereupon terminate with respect to such forfeited Performance Units.

i. “Stock Price” means the volume-weighted average price per share of Stock for the twenty (20) consecutive trading days ending on (and including) the applicable Measurement Date, as

reported by the principal national securities exchange on which the Stock is then listed, with volume and price data as reported by Bloomberg or, if unavailable, such other reliable source designated by the Committee in good faith and applied

consistently.

Performance Unit Award Agreement

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Date of Grant: June 23, 2026

Gregory S. Patton

ii. A “Measurement Date” is any trading day during the Performance Period. For the avoidance of doubt, each trading day during the Performance Period may serve as a potential Measurement

Date for purposes of determining whether the Stock Price Hurdle has been achieved.

iii. “Earned Performance Units” means the number of Performance Units, if any, determined to be earned pursuant to achievement of the Stock Price Hurdles set forth in this Section 4.

5. Termination of Employment; Change of Control.

(a) Death or Disability. If Employee’s employment with the Company and its Affiliates terminates during the Performance Period due to Employee’s death or Disability, all outstanding Performance Units that

have not previously become Earned Performance Units shall immediately accelerate and be deemed to be Earned Performance Units as of the date of such termination of employment. Such Earned Performance Units shall be settled within 30 days

following the date of Employee’s termination of employment.

(b) Involuntary Termination Outside of Change in Control Period. If Employee incurs an Involuntary Termination during the Performance Period but outside of a Change in Control Period, then, with respect to

any Performance Units that have not previously become Earned Performance Units, Employee shall be deemed to have Earned Performance Units, as of the date of such Involuntary Termination, equal in number to the product of (i) the number of such

Performance Units, and (ii) a fraction, (A) the numerator of which is the number of full calendar months that have elapsed since the Date of Grant and the date of Employee’s termination of employment (counting the month in which Employee’s

termination of employment occurs as a full calendar month for this purpose), and (B) the denominator of which is thirty-six (36). Such Earned Performance Units shall be settled within 30 days following the date of Employee’s termination of

employment.

(c) Other Termination of Employment. Unless otherwise determined by the Committee at or after grant, if Employee’s employment with the Company and its Affiliates terminates before the end of the

Performance Period for any reason other than those listed in Section 5(a), 5(b) or 5(d)(ii), all of Employee’s unearned and unvested Performance Units shall terminate and automatically be canceled upon such termination of employment.

(d) Change in Control. Notwithstanding anything to the contrary in this Agreement, if a Change in Control occurs prior to the last day of the Performance

Period, any Performance Units subject to this Award that have not previously become Earned Performance Units shall remain outstanding and eligible to become vested subject to Employee’s continued employment with the Company or one of its

Affiliates through the end of the Performance Period, without regards to any achievement of the Stock Price Hurdles set forth in Section 4; provided, however, if Employee subsequently incurs an Involuntary Termination within the Change in

Control Period, any then-unvested Performance Units that remain subject to the service-based vesting conditions described above shall accelerate and become fully vested, and shall be settled within 30 days following the date of such

Involuntary Termination.

Performance Unit Award Agreement

Page 4 of 9

Date of Grant: June 23, 2026

Gregory S. Patton

6. Nontransferability of Awards. The Performance Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated, other than by will or by

the laws of descent and distribution. Following Employee’s death, any shares of Stock issuable to Employee in respect of his or her Earned Performance Units will be issued to Employee’s beneficiary, at the time specified in Section 4 or Section 5, in accordance with, and subject to, the terms and conditions hereof and of the Plan.

7. Beneficiary Designation. Employee may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to receive any shares of Stock issuable or cash payable

hereunder in respect of Employee’s Earned Performance Units following Employee’s death at the time specified in Section 5. Each designation will revoke all prior designations, shall

be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee during Employee’s lifetime. In the absence of any such effective designation, shares of Stock issuable under this Agreement in

connection with Employee’s death shall be issued to Employee’s surviving spouse, if any, or otherwise to Employee’s estate.

8. Adjustments in Respect of Performance Units. In the event of any Stock dividend or Stock split, recapitalization (including, but not limited to, the payment of an extraordinary dividend), merger,

consolidation, combination, spin-off, distribution of assets to stockholders (other than cash dividends), exchange of shares, or other similar corporate change with regard to the Company or any Peer Company, appropriate adjustments shall be made

by the Committee to the Stock Price Hurdles of the corresponding stock, and, if any such event occurs with respect to the Company, in the aggregate number of Performance Units subject to this Agreement. The Committee’s determination with respect

to any such adjustment shall be conclusive.

9. Effect of Settlement. Upon conversion into shares of Stock pursuant to Section 4 or Section 5, all of Employee’s Performance Units subject

to the Award shall be cancelled and terminated. If and to the extent that Employee is still employed at the end of the Performance Period, and none of Employee’s Performance Units shall have become earned in accordance with the terms of this

Agreement, all such Performance Units subject to the Award shall be cancelled and terminated.

10. Recoupment. Notwithstanding any other provision herein, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer

Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Stock issued

hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

11. Furnish Information. Employee agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or

under any applicable statute or regulation.

Performance Unit Award Agreement

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Date of Grant: June 23, 2026

Gregory S. Patton

12. No Right to Continued Employment, Service or Awards. Nothing contained in this Agreement shall confer upon Employee the right to continue in the employ of the Company or any Affiliate of the Company,

or interfere in any way with the rights of the Company or any Affiliate of the Company to terminate Employee’s employment at any time. The grant of the Performance Units is a one-time benefit and does not create any contractual or other right

to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.

13. No Liability for Good Faith Determinations. Neither the Company nor the members of the Committee and the Committee shall be liable for any act, omission, or determination taken or made in good faith

with respect to this Agreement or the Performance Units granted hereunder.

14. No Guarantee of Interests. The Committee and the Company do not guarantee the Stock from loss or depreciation.

15. Company Records. Records of the Company or its Affiliates regarding Employee’s period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and

other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.

16. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision

shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

17. Notices. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered

hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third Business Day after it is deposited in the United States mail, certified or registered, postage

prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. Company or Employee may change, at any time and from time to time, by written

notice to the other, the address which it or he had previously specified for receiving notices. The Company and Employee agree that any notices shall be given to the Company or to Employee at the following addresses:

Company: Prairie Operating Co.

Attn: General

Counsel 55 Waugh

Drive

Suite 400

Houston, Texas 77007

Employee: At Employee’s current

address as shown in Company’s records.

Performance Unit Award Agreement

Page 6 of 9

Date of Grant: June 23, 2026

Gregory S. Patton

18. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

19. Successor. This Agreement shall be binding upon Employee, Employee’s legal representatives, heirs, legatees, and distributees, and upon Company, its successors, and assigns.

20. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

21. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is

preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or

delivery of such Stock.

22. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee, or to Employee’s legal representative, heir, legatee, or

distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. Company may require Employee or Employee’s legal representative, heir, legatee, or

distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

23. Amendment. This Agreement may be amended at any time unilaterally by the Company provided that such amendment is consistent with all applicable laws and does not reduce any rights or

benefits Employee has accrued pursuant to this Agreement. This Agreement may also be amended at any time unilaterally by the Company to the extent the Company believes in good faith that such amendment is necessary or advisable to bring this

Agreement into compliance with any applicable laws, including Section 409A of the Code.

24. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

25. Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted

consistent with that intent.

26. Agreement Respecting Securities Act of 1933. Employee represents and agrees that Employee will not sell the Stock that may be issued to Employee pursuant to Employee’s

Performance Units except pursuant to an effective registration statement under the Securities Act of 1933 (the “1933 Act”) or pursuant to an exemption

from registration under the 1933 Act (including Rule 144 promulgated under the 1933 Act).

Performance Unit Award Agreement

Page 7 of 9

Date of Grant: June 23, 2026

Gregory S. Patton

27. No Stockholder Rights. The Performance Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights as a stockholder of the Company until such time as Employee receives

shares of Stock pursuant to this Agreement. Employee’s rights with respect to the Performance Units shall remain forfeitable at all times prior to the date on which Employee’s rights become earned in accordance with this Agreement.

28. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Employee’s participation in the Plan, on the Performance Units, and on any shares of Stock acquired

under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Employee to sign any additional agreements or undertakings that may

be necessary to accomplish the foregoing.

29. Electronic Delivery and Acknowledgement. By Employee’s acceptance of this award, Employee is acknowledging that he or she has received and read, understands, and accepts all the terms, conditions, and

restrictions of this Agreement and the Plan. Company may, in its sole discretion, deliver any documents related to this award and this Agreement, or other awards that have been or may be awarded under the Plan, by electronic means, including

prospectuses, proxy materials, annual reports, and other related documents, and the Company may, in its sole discretion, engage a third party to effect the delivery of these documents on its behalf and provide other administrative services

related to this award and the Plan. By Employee’s acceptance of the Award represented by this Agreement, Employee consents to receive such documents by electronic delivery and to the engagement of any such third party.

30. Tax Withholding. To the extent that the receipt, vesting, or settlement of this Award results in compensation income or wages to Employee for federal, state, local, and/or foreign tax purposes,

Employee shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash

equivalents, Stock (including previously owned Stock, net settlement, net early settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award),

other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement, net early settlement or the surrender of previously owned Stock, the maximum number of shares of

Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the

greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the

Committee. Employee acknowledges that there may be adverse tax consequences upon the receipt, vesting, or settlement of this Award or disposition of the underlying shares and that Employee has been advised, and hereby is advised, to consult a

tax advisor. Employee represents that they are in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees, or authorized representatives (including,

without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders, and financial representatives) for tax advice or an assessment of such tax consequences.

[Signature page follows.]

Performance Unit Award Agreement

Page 8 of 9

Date of Grant: June 23, 2026

Gregory S. Patton

IN WITNESS WHEREOF, Company

has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, each effective as of the date first above written.

PRAIRIE OPERATING CO.

By:

/s/ Daniel T. Sweeney

Name:

Daniel T. Sweeney

Title:

Executive Vice President, General Counsel

& Corporate Secretary

EMPLOYEE

/s/ Gregory S. Patton

Gregory S. Patton

Performance Unit Award Agreement

Page 9 of 9

Date of Grant: June 23, 2026

Gregory S. Patton

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: ef20076789_ex10-3.htm · Sequence: 4

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered

into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Michael Shelly (“Executive”), effective as of June 23, 2026 (the “Effective Date”).

1. Employment. During the Employment Period (as defined in Section 4),

the Company shall employ Executive, and Executive shall serve, as Executive Vice President and Chief Financial Officer of the Company and of Prairie Operating Co., a Delaware corporation (the “Parent”). Executive shall report directly to the Chief Executive Officer of the Parent.

2. Duties and Responsibilities.

(a) Executive’s duties and

responsibilities shall include those commensurate with and normally incidental to the position identified in Section 1, as well as providing services commensurate with such

position to the Company and to the Parent’s other direct and indirect subsidiaries as may exist from time to time (collectively, the Company, the Parent, and the Parent’s other direct and indirect subsidiaries, the “Company Group”) in addition to the Company.

(b) Executive may engage in personal

Executive’s principal work location shall be Denver, Colorado. During the Employment Period, Executive’s principal work city may be changed only with the prior written agreement of Executive.

3. Compensation.

(a) Base Salary. During the Employment Period, the Company shall pay to Executive an annualized base salary of $525,000 (the “Base Salary”)

in consideration for Executive’s services under this Agreement, payable in substantially equal installments in conformity with the Company’s customary payroll practices for similarly situated employees as may exist from time to time, but

no less frequently than monthly. The Board of Directors of Parent (the “Board”) shall review the Base Salary for potential increases (but in any event no

decreases) no less frequently than annually on or before March 31st of each calendar year, with the first such review to occur by no later than March 31, 2027, and any increase to be effective as of January 1 of the calendar year in which

such review occurs (or such earlier date as the Board may determine).

(b) Annual Bonus. For each calendar year during the Employment Period, Executive shall be eligible for bonus compensation (the “Annual Bonus”)

Annual Bonus for each calendar year shall be determined by the Compensation Committee or the Board. The Target Annual Bonus for each calendar year and the target goals applicable to each Annual Bonus shall be established by the

Compensation Committee or the Board within thirty (30) days following the start of the calendar year. It is expressly agreed that Executive's Annual Bonus for the calendar year in which the Effective Date occurs shall be based on the

above-stated target and shall not be prorated. Each Annual Bonus shall be paid as soon as administratively feasible after the Compensation Committee and the Board certifies the

amount of any Annual Bonus, but in no event later than ninety (90) days following the end of such calendar year.

(i) Executive

shall be eligible to participate in the Parent’s Long Term Incentive Plan (the “LTIP”) as established by the Parent’s Board of Directors and as may be amended

from time to time. For each calendar year during the Employment Period, Executive's target annual LTIP opportunity shall have a grant date fair value not less than three hundred percent (300%) of Executive's then current Base Salary (the

“Target Annual LTIP”), to be allocated equally between performance-based restricted stock units and time-based restricted stock units. The Target Annual LTIP

shall first be evaluated by the Compensation Committee in March 2027 and annually thereafter.

(ii) In

connection with the execution of this Agreement, Executive will receive an equity award with respect to 1,400,000 shares of the Parent’s common stock (the “Initial

Equity Award”), comprised of: (A) 560,000 performance-based restricted stock units (“PSUs”), which shall vest upon the achievement of the

Performance Objective set forth in the applicable PSU award agreement; and (B) 840,000 time-based restricted stock units (“RSUs”), which shall vest ratably

over a three (3)-year period in accordance with the vesting schedule set forth in the applicable award agreement. The Initial Equity Award shall be subject to the terms and conditions of the 2024 Amended and Restated Long Term Incentive

Plan.

4. Term of Employment. Executive’s employment pursuant to this Agreement shall begin on the Effective Date and continue

until such date as Executive’s employment hereunder is terminated in accordance with Section 7. The period from the Effective Date through the date of the termination of

Executive’s employment pursuant to this Agreement, regardless of the time or reason for such termination, shall be referred to herein as the “Employment Period.”

5. Business Expenses. Subject to Section 18, the Company shall reimburse Executive for Executive’s out-of-pocket

business-related expenses incurred in the performance of Executive’s duties under this Agreement. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of Executive’s claim for

such expense reimbursement (but in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurred by Executive).

6. Benefits. During the Employment Period, Executive shall be eligible to participate in the same benefit plans and programs in which other executive-level Company employees are

eligible to participate, subject to the terms and conditions of the applicable plans and programs in effect from time to time. No such benefit plans or programs may be withdrawn, altered or reduced without the prior written agreement of

Executive.

7. Termination of Employment.

(i) Executive’s willful or continued failure to perform Executive’s duties;

(ii) Executive’s willful failure to comply with any valid and legal directive of the Board or the Chief Executive Officer of the Parent;

(iii) Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or its parent or affiliates;

(iv) Executive’s embezzlement, misappropriation of funds, or fraud with respect to the Company or its parent or affiliates;

(vi) Executive’s material violation of the Company’s written policies or codes of conduct; or

(vii) Executive’s material breach of any material obligation under this Agreement or any other written agreement between Executive and the Company or its parent or affiliates.

For purposes of this provision, no act or failure to act on the part of Executive shall be considered “willful” unless

it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company.

With respect to an act described by clauses (i), (ii), and (vii), Executive shall have ten (10) business days from the

Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect.

advance written notice to Executive.

(c) Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate Executive’s employment with the Company at any time for Good Reason. For purposes of

this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s prior written consent:

(i) a material diminution in Executive’s (A) Base Salary, (B) Target Annual Bonus, (C) annual LTIP, or (D) benefits made available to Executive by any member of the Company Group;

provided, however, that a material decrease in an element of compensation represented by either (A), (B), (C) or (D) of this paragraph that is offset by a corresponding increase or increases in the other element(s) of compensation shall

not be deemed a condition for Good Reason so long as the Executive’s aggregate compensation from all such elements of compensation is not materially diminished;

(ii) a material

as required by applicable law);

(iii) a material

breach by the Company of any of its obligations under this Agreement; or

(iv) the

relocation of the geographic location of Executive’s principal place of employment by more than forty (40) miles.

Notwithstanding the foregoing provisions of this Section 7(c) or any

other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (x) Executive must provide written

notice to the Company of the existence of the circumstances providing grounds for Good Reason in accordance with Section 16 within ninety (90) days of the initial existence of such grounds, (y) the Company has had at least thirty

(30) days from the date on which such notice is provided to cure such circumstances, and (z) Executive terminates employment for Good Reason within one hundred and eighty (180) days after the first occurrence of the applicable grounds.

(d) Executive’s Right to Terminate for Convenience. In addition to Executive’s right to terminate Executive’s employment for Good Reason, Executive shall have the right to terminate

Executive’s employment with the Company for convenience at any time and for any other reason, or no reason at all, upon written notice to the Company.

(e) Effect of Termination.

(i) If Executive’s

but unpaid Base Salary earned during the Employment Period and applicable to all pay periods prior to the date on which Executive’s employment terminates (the “Termination

Date”); (B) any Annual Bonuses earned but unpaid for any calendar years prior to the calendar year in which the Termination Date occurs; (C) any LTIP awards that have vested but have not yet been settled; (D) any unreimbursed

business expenses incurred pursuant to Section 5; and (E) any employee benefits to which Executive may be entitled under the Company Group’s employee benefit plans or programs in

which Executive participates as of the Termination Date (collectively, the “Accrued Rights”).

(ii) If

Executive’s employment hereunder is terminated by the Company without Cause pursuant to Section 7(b), or by Executive for Good Reason pursuant to Section 7(c), then so long as Executive executes on or before the Release Expiration Date (as defined below), and does not revoke within any time provided by the Company to do so, a release of claims

Executive may have against the Company or any other member of the Company Group and arising out of Executive’s employment, in a form reasonably acceptable to the Company and Executive (the “Release”), which Release shall exclude all claims to the Accrued Rights, the Severance Payment and the COBRA Benefit hereunder, then the Company shall, in addition to the Accrued Rights: (1) pay to

Executive (or Executive’s estate and heirs in the event of Executive’s death) a severance payment in a total amount equal to two and a half times (2.5X) the sum of: (x) the Base Salary and (y) the Target Annual Bonus (such total amount,

the “Severance Payment”), (2) make available the COBRA Benefit (as defined below) and (3) pay to Executive (or Executive’s estate and heirs in the event of

Executive’s death) a pro-rata Annual Bonus for the year in which the Termination Date occurs in an amount equal to the Target Annual Bonus for the year in which the Termination Date occurs multiplied by a fraction, the numerator of which

is the number of days in the calendar year in which the Termination Date occurs on which Executive was employed by the Company and the denominator of which is 365 (the “Pro

Rata Bonus”). The Severance Payment and the Pro Rata Bonus will be paid in a single lump sum on the Company’s first regularly scheduled pay date that is on or after the date that is sixty (60) days after the Termination

Date. As used herein, a “Change of Control” means the occurrence of any of the following events:

(A) the

consummation of an agreement to acquire or a tender offer for beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity of 50% or more of either (x)

the then outstanding equity securities (the “Outstanding Securities”) or (y) the combined voting power of the then outstanding voting securities of the Company

entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (A), the following shall not constitute a Change of Control: (I) any

acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (IV) any

acquisition by any entity pursuant to a transaction that complies with clauses (I), (II) and (III) of paragraph (C) below;

(B) individuals

who constitute the Incumbent Board (as defined below) cease for any reason to constitute at least a majority of the Board;

of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (I) the Outstanding Securities and Outstanding Company Voting Securities immediately prior to such Business Combination represent or

are converted into or exchanged for securities which represent or are convertible into more than 50% of, respectively, the then outstanding equity interests and the combined voting power of the then outstanding voting securities entitled

to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the

Company, or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (II) no person or entity (excluding any employee benefit plan (or related trust) of the Company or the entity resulting

from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding equity interests of the entity resulting from such Business Combination or the combined voting power of the then

outstanding voting securities entitled to vote generally in the election of directors or other governing body of such entity except to the extent that such ownership results solely from ownership of the Company that existed prior to the

Business Combination, and (III) at least a majority of the members of the board of directors or similar governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution

of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(D) approval by

the equity holders of the Company of a complete liquidation or dissolution of the Company.

For purposes of an award under the LTIP (an “Award”) that

provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules (as defined below), to the extent the impact of a Change of Control on such Award would subject Executive to additional taxes under the Nonqualified

Deferred Compensation Rules, a Change of Control for purposes of such Award will mean both a Change of Control and a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the

assets of a corporation” within the meaning of the Nonqualified Deferred Compensation Rules.

As used herein, “Incumbent Board” means the portion of the Board constituted of

the individuals who are members of the Board as of the Effective Date, and any individual who becomes a director of the Company after the Effective Date and whose election or appointment by the Board or nomination for election by the

Company’s equityholders was approved by a vote of at least a majority of the directors then constituting the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an

actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Incumbent Board; and “Nonqualified Deferred Compensation Rules” means the limitations or requirements of Section 409A of the Code (as such terms are defined below) and the guidance and

regulations promulgated thereunder.

(iii) If

Executive’s termination gives rise to Executive being eligible for the Severance Payment, then for the portion of the eighteen (18)-month period following the Termination Date (the “Reimbursement Period”) that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated

Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount

Executive pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Executive on the Company’s first regularly scheduled pay date in each calendar month. Executive shall be eligible

to receive such reimbursement payments until the earliest of: (A) the last day of the Reimbursement Period; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage.

(iv) As used

herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Executive

(which shall occur no later than seven (7) days after the Termination Date) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined

in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.

(f) Upon the termination of

Executive’s employment for any reason, Executive shall be deemed to have automatically resigned, effective as of the Termination Date, from all officer positions Executive then holds with the Parent and each other member of the Company

Group. Executive shall promptly execute and deliver to the Company any documents or instruments that the Company may reasonably request to confirm or effectuate any such resignations, and Executive hereby grants an irrevocable power of

attorney to the Company and its designees to execute any such documents or instruments on Executive’s behalf in the event Executive fails to do so within five (5) business days following the Termination Date.

(g) Notwithstanding anything to the

of Control subsequently occurs, but prior to the Company’s consummation or closing of such Change of Control, or (ii) the Company executes such definitive documentation with a prospective buyer or Business Combination partner within one

hundred eighty (180) days after Executive’s termination without Cause and such definitive documentation results in a consummated Change of Control, Executive shall receive the same benefits, including accelerated vesting and Change of

Control treatment of Executive’s units, as described in the applicable RSU and PSU agreements and the Plan, as if Executive had remained continuously employed through the closing of such Change of Control.

8. Confidentiality.

(a) In the course of Executive’s

employment with the Company and the performance of Executive’s duties on behalf of the Company Group hereunder, Executive will be provided with, and will have access to, Confidential Information (as defined below). Both during the

Employment Period and thereafter, except as expressly permitted by this Agreement or by the Company, Executive shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for

the benefit of the Company Group.

(b) Notwithstanding any provision of Section 8(a) to the contrary, Executive may make the following disclosures and uses of Confidential Information:

(i) disclosures

to other employees of a member of the Company Group who have a need to know the information in connection with the businesses of the Company Group;

(ii) disclosures

to customers, suppliers or other third parties when, in the belief of Executive, such disclosure is in connection with Executive’s performance of Executive’s duties under this Agreement and is in the interests of the Company Group;

(iii) disclosures

and uses that are approved in writing by the Company; or

(iv) disclosures

to a person or entity that has been retained by a member of the Company Group to provide services to one or more members of the Company Group.

(c) “Confidential Information” means all competitively valuable and non-public, proprietary or confidential information of the Company Group that is conceived, made, developed or acquired by or

disclosed to Executive during the period that Executive is employed by the Company or any other member of the Company Group. For purposes of this Agreement, Confidential Information shall not include any information that: (i) is gained

from Executive’s industry experience or constitutes Executive’s general mental impressions; (ii) is or becomes generally available to the public or to other entities within the Company Group’s industry other than as a result of a

disclosure or wrongful act of Executive; (iii) was available to Executive on a non-confidential basis before its disclosure by a member of the Company Group; or (iv) becomes available to Executive on a non-confidential basis from a source

other than a member of the Company Group.

(d) Notwithstanding the foregoing,

(iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower

provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a

trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law;

(B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such

filing is made under seal. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in this paragraph or to notify the Company that Executive has engaged in any such conduct.

9. Arbitration.

(a) Subject to Section 9(b), any dispute, controversy or claim between Executive and any member of the Company Group arising out of or relating to this Agreement or Executive’s employment or

engagement with any member of the Company Group (“Disputes”) will be finally settled by arbitration in Houston, Texas, in accordance with the then-existing

American Arbitration Association (“AAA”) Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the

then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have

the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the

Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action

or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the

Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator

determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement

from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. The Company agrees that it shall be responsible for paying for the initial filing fees and costs for any arbitration

filed by Executive pursuant to this Agreement.

(b) By entering into this Agreement

and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR

RIGHTS TO A JURY TRIAL.

initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal,

state or other governmental administrative agency.

10. Withholdings; Deductions. The Company may withhold and deduct from any benefits and payments made or to be

made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Executive.

11. No Mitigation or Set-off. The Company’s obligation to make the payments provided for in Section 7 of this

Agreement and otherwise to perform its obligations thereunder shall not be affected by or subject to any set-off counterclaim, recoupment, defense, or other claim, right or action which the Company may have against Executive or others,

nor shall Executive have any obligation to seek employment to mitigate damages therefor.

12. Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference

only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references to laws, regulations, contracts, documents, agreements and instruments refer to such laws,

regulations, contracts, documents, agreements and instruments as they may be amended, restated or otherwise modified from time to time, and references to particular provisions of laws or regulations include a reference to the

corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall

refer to the entire Agreement and not to any particular provision hereof. Unless the context requires otherwise, the word “or” is not exclusive. Wherever the context so requires, the masculine gender includes the feminine or neuter, and

the singular number includes the plural and conversely.

13. Applicable Law; Submission to Jurisdiction. This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws

principles that would result in the application of the laws of another jurisdiction. With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 9 and recognize and agree that should any resort to a court be necessary and permitted under this Agreement, then they consent to the exclusive jurisdiction, forum and venue

of the state and federal courts (as applicable) located in Harris County.

14. Entire Agreement and Amendment. This Agreement, together with the LTIP, contains the entire agreement of the parties

with respect to the matters covered herein and supersedes all prior and contemporaneous agreements and understandings (including any offer letter or similar agreement), oral or written, between the parties hereto concerning the subject

matter hereof. This Agreement may be amended only by a written instrument executed by both parties hereto.

be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party

hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time.

16. Assignment, Successors and Binding Effect. Neither this Agreement nor any rights or obligations hereunder shall be

assignable or otherwise transferred by either party without the prior written consent of the other party. The Company will require any successor, whether direct or indirect, by acquisition, merger, consolidation or otherwise to all or

substantially all of the business and/or assets of the Company, as the case may be, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company is required to perform it. Failure of the

Company to obtain such assumption and agreement prior to a Change of Control shall be a breach of this Agreement. This Agreement shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives,

executors, administrators, successors, heirs, devisees and legatees.

17. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received

(a) when delivered in person, (b) on the first business day after such notice is sent by express overnight courier service, or (c) on the second business day following deposit with an internationally-recognized second-day courier service

with proof of receipt maintained, in each case, to the following address, as applicable:

If to the Company, addressed to:

Prairie Operating Employee Co., LLC

55 Waugh Drive, Suite 400

Houston, Texas 77007

Attention: Chair, Board of Directors

If to Executive, addressed to:

At the most recent home address for Executive in the Company’s personnel files

18. Counterparts. This Agreement may be executed in any number of counterparts, including by electronic mail or

facsimile, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature

pages, each signed by one party, but together signed by both parties hereto.

19. Section 409A.

(a) Notwithstanding any provision

of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”)

and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be

construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall

be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a

termination of Executive’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.

(b) To the extent that any right to

than the last day of Executive’s taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another

benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable

year; provided, that the foregoing clause shall not be violated with regard to expenses

reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.

in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of

(i) the date of Executive’s death or (ii) the date that is six (6) months after the Termination Date (such date, the “Section 409A Payment Date”), then such

payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits

provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred

by Executive on account of non-compliance with Section 409A.

20. Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified

individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its

affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of

such total amounts and benefits received by Executive from the Company or any of its affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no

portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account

any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder

in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made

first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary (or whether

Executive would be subject to such excise tax) shall be made at the expense of the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to the consummation of the

applicable change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set

forth herein) as part of its analysis. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates

used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been

made. Nothing in this Section 20 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the

Code.

21. Clawback. To the extent required by company policy, applicable law, government regulation or any applicable securities exchange listing standards, amounts paid or payable under this

Agreement or the LTIP shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company or any other applicable member of the Company Group including pursuant to applicable law, government

regulation or applicable securities exchange listing requirements, which clawback policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement or the LTIP. The Company and each

member of the Company Group reserves the right, without the consent of Executive, to adopt any such clawback policies and procedures that are consistent with the preceding sentence, including such policies and procedures applicable to

this Agreement and the LTIP with retroactive effect.

and the Company.

23. Severability. If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or

Remainder of Page Intentionally Blank;

Signature Page Follows

The Executive and the Company each have caused this Agreement to be executed and effective as of the Effective Date.

EXECUTIVE

/s/ Michael Shelly

Michael Shelly

PRAIRIE OPERATING EMPLOYEE CO., LLC

By:

/s/ Erik Thoreson

Name:

Erik Thoreson

Title:

Chairman of the Board

Signature Page to Employment Agreement

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