ProFrac Holding Corp. SEC Filings

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.

ProFrac Holding Corp. (ACDC) Form 4 summary: THRC Holdings, LP reported acquiring 2,500,000 shares of Class A common stock on 08/14/2025 at a price of $4.00 per share, the offering price of a public offering that closed that day. After the transaction, THRC Holdings directly beneficially owned 82,389,657 Class A shares. The filing explains THRC also holds 30,000 shares of Series A convertible preferred stock (convertible into 1,723,770 Class A shares) and warrants to purchase 42,744 Class A shares; the preferred conversion amount increased due to a PIK dividend provision. THRC Management, LLC and Dan Wilks are disclosed as having voting/investment control over THRC's holdings.

Insider purchase reported: ProFrac Holding Corp. director Farris Wilks acquired 2,500,000 shares of Class A common stock on 08/14/2025 at a reported price of $4.00 per share. After the transaction the reporting person beneficially owned 3,665,132 shares. The Form 4 was signed by an attorney-in-fact on 08/18/2025. This filing discloses a sizeable open-market purchase by a director, increasing his stake in the company.

On August 12, 2025, ProFrac Holding Corp. entered an underwriting agreement with J.P. Morgan Securities LLC and Piper Sandler & Co. for an offering of 18,750,000 shares of Class A common stock, and granted the underwriters a 30-day option to purchase up to an additional 2,812,500 shares. The sale of the Firm Shares closed on August 14, 2025, producing approximately $72.8 million in net proceeds to the company after underwriting fees and commissions and before expenses. The offering was registered on Form S-3 (Registration No. 333-273453) with a prospectus supplement dated August 12, 2025. The underwriting agreement includes customary representations, warranties and indemnification provisions, and a legal opinion is filed as Exhibit 5.1.

ProFrac Holding Corp. is offering $75.0 million of Class A common stock by selling 18,750,000 shares at a public offering price of $4.00 per share, with a 30-day underwriter option to purchase an additional 2,812,500 shares. The underwriting discount is $0.16 per share, producing proceeds to the company of $3.84 per share before expenses and estimated net proceeds of approximately $72.1 million.

The company intends to use net proceeds to repay borrowings under its 2022 ABL Credit Facility, pursue potential investments and for working capital and other general corporate purposes. Shares outstanding will increase from 160,280,185 to 179,030,185 assuming no exercise of the underwriters' option (181,842,685 if exercised). The Wilks Purchasers have indicated non-binding interest to buy up to approximately $20.0 million of shares. The prospectus reports a last reported market price of $6.09 per share and discloses material metrics including net debt of $1,084.0 million and cash of $26.0 million.