🧾 What This Document Is

This is Prairie Operating Co.'s 2026 Proxy Statement (DEF 14A). It's a formal notice for shareholders ahead of the Annual Meeting on June 3, 2026. Its purpose is to let shareholders vote on key company decisions—like electing directors and approving the auditor—and to disclose details about governance, pay, and ownership. Think of it as the company's "corporate report card" and voting guidebook.

🏢 What The Company Does

👉 In simple terms: Prairie Operating Co. (PROP) is an oil and gas exploration and production company based in Houston. It develops and operates energy assets, primarily in the U.S. After merging in 2023, it shifted focus to core oil/gas operations, selling off its crypto mining business. It’s now a smaller, more focused player in the energy sector.

📅 Key Meeting Details

• Date: June 3, 2026 (10:00 AM Mountain Time)
• Location: Embassy Suites Loveland Hotel, Colorado
• Record Date: April 15, 2026 (you must own shares by this date to vote)
• Shares Outstanding: 97,344,348 as of record date
• Voting Methods: Internet, phone, mail, or in person
• Materials: Available at www.ProxyVote.com or www.prairieopco.com

🗳️ What You’re Voting On

1. Elect 4 Directors (Plurality vote required):

• Erik Thoresen (Chairman)
• Richard Frommer (Interim CEO)
• Jonathan Gray
• Stephen Lee
  👉 Abstentions or "no" votes won’t affect the outcome since all 4 spots are open.

2. Ratify Deloitte & Touche LLP as Auditor (Majority vote required):
👉 Brokers can vote on this item if you don’t instruct them.

3. Other Business: Any additional matters raised at the meeting.

👥 Board & Leadership Changes

• Recent Shake-up: CEO Edward Kovalik and President Gary Hanna both resigned in March 2026.
• New Interim CEO: Richard Frommer (a veteran geologist and former Great Western Petroleum CEO) is leading the company during the search for a permanent CEO.
• Director Nominees: All have energy, finance, or governance backgrounds. Chairman Erik Thoresen has cannabis/M&A experience; Stephen Lee co-founded a renewables company.

💰 Executive Compensation (2025)

Scaled disclosure applies (PROP is a "smaller reporting company"):

Name	Role	Total 2025 Comp	Key Notes
Edward Kovalik	Former CEO	$6.93M	Resigned March 2026
Gary Hanna	Former President	$6.86M	Retired March 2026
Gregory Patton	CFO	$4.85M	Current NEO
Craig Owen	Former CFO	$0.96M	Resigned April 2025

👉 Why it matters: Most comp is stock-based (over $5.6M for ex-CEOs), aligning pay with shareholder value. Bonuses were discretionary.

📊 Who Owns the Most Shares?

Top Shareholder (5%+):

• Narrogal Nominees (Gregory O’Neill Family Trust): 22.07% (21.5M shares)
  👉 This gives them significant influence over company decisions.

Directors/Executives:

• Gary Hanna & Edward Kovalik each owned ~4.3% before leaving.
• Jonathan Gray (director) owns 2.42% (including warrants).
• All directors/officers together: 3.09%.

⚖️ Corporate Governance

• Board Structure: Chairman (Thoresen) and CEO roles separated currently.
• Committees: Audit, Compensation, Nominating & Governance—all independent directors.
• Key Policies:
  • No hedging/pledging of company stock allowed.
  • Insider trading prohibited.
  • "Clawback" policy for misconduct-related compensation.
    👉 The board believes splitting Chairman/CEO roles helps focus during leadership transition.

💼 Audit Matters

• Auditor: Deloitte & Touche LLP (recommended for ratification).
• 2025 Audit Fees: $215,000 (no non-audit fees).
  👉 No red flags—routine ratification of a major accounting firm.

🔮 What’s Next

• CEO Search: Ongoing; Frommer is interim.
• Strategy: Continue developing oil/gas assets in the Rockies.
• Post-Meeting: New directors will serve until 2027 annual meeting.

⚖️ Big Picture

👍 Strengths:

• Strong insider ownership (aligns interests).
• Experienced new interim CEO.
• Clean auditor relationship.

⚠️ Risks:

• Recent leadership exodus (CEO, President, CFO all left).
• Heavy reliance on top shareholder (O’Neill Trust).
• Small scale in competitive energy sector.

🧠 The Analogy

This proxy is like a "family business meeting" where the relatives (shareholders) vote on who runs the shop (directors), who checks the books (auditor), and learn who owns what slice of the pie. Right now, the family is adjusting after several senior members left unexpectedly, and the biggest cousin (O’Neill Trust) has a lot of sway.

🧩 Final Takeaway

Shareholders are voting on a refreshed board and auditor amid leadership turmoil. The outcome will shape how Prairie Operating navigates its transition and executes its energy strategy. Watch for permanent CEO decisions and how the dominant shareholder influences direction.