Prairie Operating Co. Stock Compensation Disclosure

Note 16 – Long–Term Incentive Compensation

 

Incentive Award Plan

 

The Company’s long–term incentive plan for employees, directors, consultants, and other service providers (as amended and restated effective as of September 5, 2024, and as may be further amended from time to time, the “LTIP”) provides for the grant of all or any of the following types of equity–based awards: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units (“RSUs”), which may also include performance stock awards (“PSUs”); (vi) stock awards; (viii) dividend equivalents; (ix) other stock–based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 7,500,000 shares of the Company’s Common Stock are reserved for issuance pursuant to awards under the LTIP. As of December 31, 2024, there are 5,501,356 shares available for grant under the LTIP.

 

 

Stock–Based Compensation

 

The Company’s stock–based compensation awards are classified as either equity awards or liability awards in accordance with GAAP. The fair value of an equity–classified award is determined at the grant date and is amortized to general and administrative expense on a graded attribution basis over the vesting period of the award. The Company accounts for forfeitures of stock–based compensation awards as they occur. There were no forfeitures during the years ended December 31, 2024 and 2023. The fair value of a liability–classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability–classified awards are recorded to general and administrative expense over the vesting period of the award.

 

RSUs and PSUs granted under the LTIP can immediately vest (A) upon a termination due to (i) death, (ii) disability, or (iii) retirement, in the case of employee awards, or (B) in connection with a change in control; provided that for employee RSU or PSU awards, such accelerated vesting upon a change in control only applies to the extent no provision is made in connection with a change in control for the assumption of awards previously granted or there is no substitution of such awards for new awards. To the extent an employee’s RSU or PSU award is assumed or substituted in connection with the change in control, if a participant is terminated by the Company without “cause” or the employee terminates for “good reason” (each as defined in the applicable award agreement), then each RSU or PSU award will become fully vested.

 

Equity–Classified Restricted Stock Units

 

The Company has granted RSUs to employees which primarily vest ratably over a three-year period, subject to the employees continued service through each applicable vesting date. The Company has also granted RSUs to directors and advisors which primarily vest one year following the grant date, subject to the director’s or advisor’s continued service through the vesting date. The fair values of these RSU awards are based on the price of the Company’s Common Stock as of each relevant grant date.

 

The following table presents the Company’s equity–classified RSU activity for the periods indicated:

 Schedule of Restricted Stock Units

		Number of RSUs				Weighted Average Fair Value
Unvested units as of January 1, 2023			—			$	—
Granted			628,545			$	14.58
Forfeited			(100,000	)		$	14.57
Unvested units as of December 31, 2023			528,545			$	9.51
Granted			799,823			$	11.28
Vested			(328,543	)		$	14.58
Unvested units as of December 31, 2024			999,825			$	12.18

 

During the years ended December 31, 2024 and 2023, the Company recognized stock–based compensation costs of $6.8 million and $2.9 million, respectively, related to its equity–classified RSUs.

 

As of December 31, 2024, there was $6.9 million of total unrecognized compensation cost related to the Company’s unvested equity–classified RSUs, which is expected to be recognized over a weighted–average period of 1.2 years.

 

Equity–Classified Performance Stock Units

 

In September 2024, the Company granted PSUs to certain of its employees. The PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s relative total shareholder return as compared to the performance peer group during the performance period, in each case, at the end of a three-year performance period, and generally subject to the employees continued service throughout the performance period. Per the PSU agreements, these awards can be settled in either stock or cash, as determined by the Compensation Committee of the Board (the “Committee”); however, unless the Committee determines otherwise, these PSUs will be settled in stock; therefore, the Company classified these PSUs as equity awards. The number of shares of Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted, as determined by the Company’s total shareholder return relative to a group of peers over the performance period, which represents a market condition per ASC Topic 718, Compensation—Stock Compensation.

 

The fair value of the PSUs granted in September 2024 was determined by a third-party using a Monte Carlo simulation model as of the grant date, using the significant inputs listed below, which are based on unobservable market data and are therefore considered Level 3 inputs within the fair value hierarchy.

 

Schedule of Performance Stock Units- Monte Carlo Simulation Model

Performance Stock Units – Monte Carlo Simulation Model		Key Inputs
Stock price – on grant date		$	12.80
Risk-free rate			4.48	%
Equity volatility rate			55.99	%
Equity volatility rate adjustment factor			2.34
Adjusted equity volatility rate			130.85	%

 

 

The following table presents the Company’s equity–classified PSU activity for the periods indicated:

Schedule of Restricted Stock Units 

		Number of PSUs				Weighted Average Fair Value
Unvested units as of January 1, 2024			—			$	—
Granted			313,440			$	23.10
Vested			—			$	—
Unvested units as of December 31, 2024			313,440			$	23.10

 

During the year ended December 31, 2024, the Company recognized stock–based compensation costs of $1.6 million related to its equity–classified PSUs. The Company did not recognize any stock–based compensation costs for its equity–classified PSUs during the year ended December 31, 2023 because there were no PSUs granted until June 2024.

 

As of December 31, 2024, there was $5.7 million of total unrecognized compensation cost related to the Company’s unvested equity–classified PSUs, which is expected to be recognized over a weighted–average period of 2.0 years.

 

Liability–Classified Restricted Stock Units

 

The Company has also granted RSUs to certain of its directors and advisors, which primarily vest one year following the grant date, subject to the director’s or advisor’s continued service through the applicable vesting date. Such RSUs are payable 60% in Common Stock and 40% in either cash or Common Stock (or a combination thereof), as determined by the Committee. The Company has accounted for the portion of the awards that can be settled in cash as liability–classified awards and accordingly records the changes in the market value of the instruments to general and administrative expense over the vesting period of the award.

 

The following table presents the Company’s liability–classified RSU activity for the periods indicated:

Schedule of Restricted Stock Units 

		Number of RSUs				Weighted Average Fair Value
Unvested units as of January 1, 2023			—			$	—
Granted			19,030			$	14.71
Unvested units as of December 31, 2023			19,030			$	14.71
Granted			24,366			$	12.80
Vested			(19,030	)		$	12.96
Unvested units as of December 31, 2024			24,366			$	12.80

 

During the years ended December 31, 2024 and 2023, the Company recognized stock–based compensation costs of $0.3 million and $0.1 million, respectively, related to its liability–classified RSUs.

 

As of December 31, 2024, there was less than $0.1 million of total unrecognized compensation cost related to liability–classified RSUs, which is expected to be recognized over a weighted–average period of 0.4 years. The amount of unrecognized compensation cost for liability–classified awards will fluctuate over time as they are marked to market.