Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Prairie Operating Co. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
739650109 (CUSIP Number) |
05/13/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 739650109 |
| 1 | Names of Reporting Persons
THRC Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,827,040.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), owned 1,827,040 shares of common stock, $0.01 par value per share ("Common Stock"), of Prairie Operating Co. (the "Issuer") at May 15, 2025. The general partner of THRC Holdings is THRC Management, LLC, a Texas limited liability company ("THRC Management"). Dan Wilks is the managing member of THRC Management. (2) The percentage is the Reporting Person's best calculation using the 43,829,697 shares of Common Stock outstanding as of May 15, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on May 15, 2025).
SCHEDULE 13G
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| CUSIP No. | 739650109 |
| 1 | Names of Reporting Persons
THRC Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,827,040.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), owned 1,827,040 shares of common stock, $0.01 par value per share ("Common Stock"), of Prairie Operating Co. (the "Issuer") at May 15, 2025. The general partner of THRC Holdings is THRC Management, LLC, a Texas limited liability company ("THRC Management"). Dan Wilks is the managing member of THRC Management. (2) The percentage is the Reporting Person's best calculation using the 43,829,697 shares of Common Stock outstanding as of May 15, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on May 15, 2025).
SCHEDULE 13G
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| CUSIP No. | 739650109 |
| 1 | Names of Reporting Persons
Dan Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,827,040.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), owned 1,827,040 shares of common stock, $0.01 par value per share ("Common Stock"), of Prairie Operating Co. (the "Issuer") at May 15, 2025. The general partner of THRC Holdings is THRC Management, LLC, a Texas limited liability company ("THRC Management"). Dan Wilks is the managing member of THRC Management. (2) The percentage is the Reporting Person's best calculation using the 43,829,697 shares of Common Stock outstanding as of May 15, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on May 15, 2025).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Prairie Operating Co. | |
| (b) | Address of issuer's principal executive offices:
55 Waugh Drive, Suite 400, Houston, TX, 77007. | |
| Item 2. | ||
| (a) | Name of person filing:
(i) THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"). THRC Management (as defined below) is the general partner of THRC Holdings. (ii) THRC Management, LLC, a Texas limited liability company ("THRC Management"). Dan Wilks is the managing member of THRC Management. (iii) Dan Wilks is the managing member of THRC Management. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o THRC Management, 17018 IH 20, Cisco, Texas 76437. | |
| (c) | Citizenship:
(i) THRC Holdings is a Texas limited partnership. (ii) THRC Management is a Texas limited liability company. (iii) Dan Wilks is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
739650109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. This Amendment to Schedule 13G (this "Amendment") amends and supplements the Schedule 13G filed by THRC Holdings, LP, THRC Management, LLC, and Dan Wilks with the Securities and Exchange Commission (the "SEC") on October 8, 2024 (the "Schedule 13G"). The purpose of this Amendment is to report that as of May 13, 2025, THRC Holdings, LP, THRC Management, LLC, and Dan Wilks ceased to be the beneficial owners of more than 5% of the common stock, par value $0.01 per share ("Common Stock"), of Prairie Operating Co., a Delaware corporation (the "Issuer"). (Percentage of class calculated based on 43,829,697 outstanding shares of Common Stock as of May 13, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended March 31, 2025.) This Amendment is the final amendment to the Schedule 13G and constitutes an "exit filing" for THRC Holdings, LP, THRC Management, LLC, and Dan Wilks. As of November 21, 2025, each of THRC Holdings, LP, THRC Management, LLC, and Dan Wilks beneficially owned 1,598,257 shares of Common Stock. | |
| (b) | Percent of class:
4.2 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
1,827,040 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,827,040 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement by and between the Reporting Persons dated October 7, 2024 |