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NASDAQ: PROP Prairie Operating Co. 8-K

Prairie Operating promotes CFO Gregory Patton to CEO, hires Michael Shelly as new CFO

Filed June 25, 2026 · Period ending June 23, 2026 · ~1 min read

3 key changes 2 high relevance 1 section

Key Changes

  • high

    Gregory Patton, 40, promoted from CFO to CEO with $625K base salary, 100% target bonus, and 850,000 share equity grant split between performance and time-based RSUs.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • high

    Michael Shelly, 50, hired as CFO from Citigroup's Natural Resources Investment Banking Group with $525K base salary and 1.4M share equity grant (560K performance RSUs, 840K time-based RSUs vesting over three years).

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Compensation Committee amended 2025 performance stock units for executives, setting initial stock value at $2.75/share for calculating total shareholder return over the 2025-2027 performance period.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Prairie Operating executed a planned leadership transition, promoting CFO Gregory Patton to CEO while bringing in Michael Shelly from Citigroup to fill the CFO role. Patton, who joined the company in March 2024 and became CFO in April 2025, receives substantial compensation including an 850,000-share equity grant. Shelly brings investment banking expertise from leading Citigroup's natural resources group in Denver and Calgary, with an even larger 1.4 million-share grant reflecting his external hire status.

The transition appears orderly with both executives receiving competitive compensation packages weighted toward long-term equity incentives (300% of base salary LTIP targets). The simultaneous amendment to 2025 performance stock units, setting the TSR baseline at $2.75 per share, provides clarity for existing executive compensation tied to three-year performance through 2027. For shareholders, the key question is whether Patton's relatively brief tenure as CFO (14 months) has prepared him for the CEO role, and whether Shelly's banking background translates effectively to operational finance leadership.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,500 words

CFO Gregory Patton promoted to CEO; Michael Shelly hired as new CFO with substantial equity grants for both executives.

3 Added
Added CEO appointment high

Added in current filing · verify on EDGAR →

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

Gregory Patton, age 40, was promoted from CFO to CEO and appointed to the Board. He has been with the company since March 2024, serving as CFO since April 2025. His new compensation includes a base salary of $625,000, target annual bonus of 100% of base salary, and annual LTIP target of 300% of base salary. He received an equity grant of 850,000 shares split equally between performance-based and time-based restricted stock units.

Added CFO appointment high

Added in current filing · verify on EDGAR → · paraphrased

On June 23, 2026, the Board of Directors (the "Board") of Prairie Operating Co. (the "Company") appointed ... (ii) Michael Shelly to serve as Executive Vice President and Chief Financial Officer of the Company. 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.

Michael Shelly was hired as the new CFO, coming from Citigroup where he led natural resources investment banking. His compensation includes a base salary of $525,000, target annual bonus of 100% of base salary, and annual LTIP target of 300% of base salary. He received an equity grant of 1,400,000 shares comprising 560,000 performance-based RSUs and 840,000 time-based RSUs vesting over three years.

Added 2025 PSU amendment medium

Added in current filing · verify on EDGAR →

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.

The Compensation Committee amended existing 2025 performance stock unit awards for executive officers by setting the initial stock value at $2.75 per share for calculating total shareholder return. These awards continue to measure relative TSR performance over the three-year period from January 1, 2025 through December 31, 2027.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify