ProFrac Holding Corp. SEC Filings

ProFrac Holding Corp. (ACDC) furnished an earnings press release announcing its financial results for the quarter ended September 30, 2025. The release was provided as Exhibit 99.1 to a Form 8-K dated November 10, 2025.

The company states the information in Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under Section 18 of the Exchange Act. The press release also includes forward-looking statements with a cautionary note. Additional exhibits include the Cover Page Interactive Data File (Exhibit 104).

ProFrac Holding Corp. (ACDC) insiders Farris C. Wilks and Jo Ann Wilks reported an in‑kind, no‑consideration reallocation on 09/09/2025 tied to a partnership distribution (transaction code J).

The filing shows 977,771 shares of Class A common stock were disposed of indirectly at $0, and 431,380 shares were acquired directly at $0. Following these transactions, the reporting person shows 4,096,512 shares beneficially owned directly, and 7 shares held indirectly through FARJO Holdings, as described in the footnotes.

Footnotes indicate the movement arose from a pro rata in‑kind distribution by Farjo Holdings, LP to its partners, with managerial control relationships and standard beneficial ownership disclaimers noted.

ProFrac Holding Corp. approved, by written consent of majority stockholders, the issuance of Class A common shares to pay a $7,000,000 annual services fee to Wilks Brothers under a shared services agreement. Payments will be made in stock until ProFrac Holdings and its subsidiaries meet a Liquidity threshold of $120,000,000 as defined in the ABL Credit Agreement.

The stock amount each quarter will be determined by dividing $1,750,000 (subject to pro‑ration) by the 10‑day VWAP at quarter‑end. After the Liquidity Condition is satisfied, the fee reverts to cash payments under the original agreement. The action becomes effective on or about November 10, 2025, approximately 20 days after this information statement is distributed.

As of the September 19, 2025 record date, 180,871,183 Class A shares were outstanding. Majority stockholders held 137,214,392 shares (about 75.86%) and executed the written consent. Issuing shares for the services fee may dilute existing holders; newly issued shares will have the same rights as current Class A stock.

ProFrac Holding Corp. is informing Class A stockholders that its subsidiary, ProFrac Holdings II, LLC, amended a $7,000,000 annual Shared Services Agreement with Wilks Brothers by entering into a Letter Agreement on June 30, 2025. Under the amendment, quarterly service payments equal to $1,750,000 will be payable in shares of Class A common stock (using a 10-day VWAP formula) until the borrower subsidiary satisfies a Liquidity Condition of $120,000,000 as measured in the most recently delivered Borrowing Base Certificate. The Company notes the amendment was a condition to certain June 2025 financing transactions, including the private placement of $60.0M of Senior Secured Floating Rate Notes by PF Holdings II.

The Audit Committee approved the stock-based payment approach and the Majority Stockholders (holding ~75.86% of Class A as of the record date) executed written consent approving issuance under the Letter Agreement. The Information Statement is being furnished to inform stockholders of the Corporate Action and to satisfy disclosure and Nasdaq/Exchange Act requirements; no further shareholder vote is required under governing law and charter documents.

ProFrac Holding Corp. filed a Form S-3 shelf registration describing potential offerings of equity and preferred securities and embedding disclosures about governance, outstanding reserved shares and major selling stockholders. The filing notes 3,120,708 Class A shares reserved under the 2022 Long Term Incentive Plan and 2,750,000 shares reserved under the 2025 Employee Stock Purchase Plan, plus 3,171,970 Class A shares potentially issuable on conversion of Series A Preferred Stock (assuming conversion on September 30, 2026 with a stated liquidation preference). The filing identifies key selling parties (including THRC Holdings, FARJO Holdings and members of the Wilks family) and quantifies holdings such as 80,623,143 Class A shares held by THRC Holdings and an aggregate listed selling figure of 82,569,069 shares. Corporate charter and bylaw provisions that can limit takeover attempts are described, including advance notice requirements, the board’s ability to authorize undesignated preferred stock, and board composition and voting controls tied to the ProFrac Stockholders’ Agreement. The registration references multiple incorporated exhibits and prior SEC filings for material agreements, indentures and the Series A Preferred terms.

Matthew Wilks, Executive Chairman and Director of ProFrac Holding Corp. (ACDC), filed a Form 4 reporting transactions dated 09/08/2025. The filing shows two purchases of Class A common stock: 25,000 shares at $3.78 and 18,297 shares at $3.83, with resulting reported beneficial ownership counts of 403,800 and 422,097 respectively, held indirectly through JCMWZ, LLC. The form also lists 1,570,544 Class A shares marked as disposed (D) in the non-derivative section. The reporting person is identified as the manager of JCMWZ, LLC and disclaims beneficial ownership except for pecuniary interest. The form is signed by an attorney-in-fact on 09/09/2025.

ProFrac Holding Corp. Schedule 13D/A (Amendment No. 10) reports that a group of related persons and entities controlled by members of the Wilks family together beneficially own 151,864,809 shares of Class A common stock, representing approximately 88.66% of the outstanding Class A shares. The calculation cites 160,280,185 shares outstanding as of June 30, 2025, and includes convertible preferred stock convertible into 2,872,950 Class A shares and 42,744 shares issuable upon exercise of warrants.

The filing amends prior Schedule 13D filings and identifies reporting persons (THRC Holdings, THRC Management, FARJO Holdings, FARJO Management, Dan H. Wilks, Farris Wilks, Jo Ann Wilks, Matthew D. Wilks, the Farris and Jo Ann Wilks 2022 Family Trust and Heavenly Father’s Foundation). Purchases shown on Schedule I were funded by working capital for THRC Holdings and personal funds for Farris Wilks, and the stated purpose for the acquisitions is general investment. The filing states no contracts or arrangements regarding the issuer’s securities and indicates no transactions by the reporting persons in the last 60 days except as set forth on Schedule I.